<PAGE> 1
<TABLE>
<S> <C>
As filed with the Securities and Exchange Commission on _________, 1999 Registration No. 333-84209
</TABLE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 2 TO
----------
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------
AdStar.Com, Inc.
(Exact name of Registrant as specified in its chapter)
<TABLE>
<CAPTION>
Delaware 7319 22-3666899
- -------------------------------- ---------------------------------- ---------------------------------
<S> <C> <C>
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
Incorporation or Organization) Classification Code Number) No.)
</TABLE>
4553 Glencoe Avenue
Suite 325
Marina del Rey, California 90292
(301) 577-8255
(Address, including zip code, and telephone, including area code, or
registrant's executive offices)
----------
LESLIE BERNHARD
CHIEF EXECUTIVE OFFICER
ADSTAR.COM, INC.
4553 GLENCOE AVENUE
SUITE 325
MARINA DEL REY, CALIFORNIA 90292
(310) 577-8255
(Name, address, including zip code, and telephone number, including area code
of agent for service)
----------
Copies to:
<TABLE>
<S> <C>
HOWARD L. WEINREICH, ESQ. JOHN HALLE, ESQ.
MORSE, ZELNICK, ROSE & LANDER, LLP STOEL RIVES, LLP
450 PARK AVENUE 900 S.W. FIFTH AVENUE
NEW YORK, NY 10022 PORTLAND, OREGON 97204
(212)838-4312 (503)294-9233
(212)838-9190 (FACSIMILE) (503)220-2480 (FACSIMILE)
</TABLE>
----------
<PAGE> 2
TERMINATION OF OFFERING
AdStar.com has withdrawn from registration all the securities covered by
this Registration Statement No. 333-84209 including 1,000,000 units, each unit
consisting of three shares of common stock and two redeemable warrants, each to
purchase one share of common stock. Trading in these securities was terminated
on October 19, 1999. No sales of any of the securities were consummated.
<PAGE> 3
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, 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
Registration Statement to be signed on its behalf by the undersigned, in the
City of New York. State of New York on November 1, 1999.
AdStar.com, Inc.
By: /s/ Leslie Bernhard
----------------------------------
Leslie Bernhard, President
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Leslie Bernhard and Howard L. Weinreich, or any one of
them, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all pre- or post-effective amendments to
this Registration Statement, and to file the same with all exhibits thereto, and
other documents in connection therewith. with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any one of them, or
their substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, as
amended, this Post Effective Amendment No.2 to the Registration Statement has
been signed below by the following persons in the capacities indicated on
November 1, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Leslie Bernhard President, Chief Executive Officer
- --------------------------------- and Director
Leslie Bernhard
/s/ Eli Rousso
- --------------------------------- Executive Vice President and Director
Eli Rousso
/s/ Benjamin J. Douek
- --------------------------------- Senior Vice President and Chief Financial
Benjamin J. Douek Officer
/s/ Howard L. Weinreich
- ---------------------------------
Howard L. Weinreich
Attorney-in-Fact
</TABLE>
