<PAGE>
As filed with the Securities and Exchange Commission on December 1, 1999
Registration No. 333-82721
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
Post-Effective Amendment No. 1
To
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WORLDQUEST NETWORKS, INC.
(Name of Small Business Issuer in its Charter)
<TABLE>
<S> <C> <C>
Delaware 4813 75-2838415
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
16990 Dallas Parkway, Suite 220
Dallas, Texas 75248
(972) 818-0460
(Address and telephone number
of principal executive offices and principal place of business)
B. Michael Adler
Chairman of the Board
16990 Dallas Parkway, Suite 220
Dallas, Texas 75248
(972) 818-0460
(Name, address and telephone number
of agent for service)
Copies to:
<TABLE>
<S> <C>
Michael D. Parsons, Esq. Thomas J. Poletti, Esq.
Michael A. Watson, Esq. Susan B. Kalman, Esq.
Glast Phillips & Murray, P.C. Ted Weitzman, Esq.
13355 Noel Road, Suite 2200 Freshman, Marantz, Orlanski, Cooper & Klein
Dallas, Texas 75240 9100 Wilshire Boulevard, 8th Floor East
Telephone (972) 419-8300 Beverly Hills, California 90212
Facsimile (972) 419-8329 Telephone (310) 273-1870
Facsimile (310) 274-8357
</TABLE>
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
__________________
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
This Post-Effective Amendment No. 1 to the Form SB-2 Registration Statement,
as amended (file no. 333-82721) (the "Registration Statement") is filed by
WorldQuest Networks, Inc. (the "Company") pursuant to Rule 477 promulgated under
the Securities Act of 1933, as amended, as an application for withdrawal of the
Company's Registration Statement. None of the Company's shares of Common Stock,
par value $.01 per share (the "Common Stock"), covered by the Registration
Statement have been sold, and no securities will be sold pursuant to the
Registration Statement. Due to unfavorable market conditions, the Company has
decided that the offering and sale of the Common Stock pursuant to the
Registration Statement be terminated and the Registration Statement be
withdrawn. Consequently, the Company hereby withdraws from registration,
subject to approval by the Securities and Exchange Commission, all of the Common
Stock and other securities registered pursuant to the Registration Statement.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Post-Effective
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on
November 30, 1999.
WORLDQUEST NETWORKS, INC.
By: /s/ B. Michael Adler
----------------------------------
B. Michael Adler, Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacity indicated on
November 30, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ B. Michael Adler Director and Chief Executive Officer November 30, 1999
- ------------------------- (Principal Executive Officer)
B. Michael Adler
/s/ Michael R. Lanham Director
- ------------------------- November 30, 1999
Michael R. Lanham
/s/ Hugh E. Humphrey, Jr.* Director November 30, 1999
- -------------------------
Hugh E. Humphrey, Jr.
/s/ E. Denton Jones* Director November 30, 1999
- -------------------------
E. Denton Jones
/s/ Mark C. Levy* Chief Financial Officer (Principal November 30, 1999
- ------------------------- Financial and Accounting Officer)
Mark C. Levy
*By: /s/ Michael R. Lanham
---------------------
Michael R. Lanham
Attorney-In-Fact
</TABLE>
2
