AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2000
REGISTRATION NO. 333-31276
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. 1)
-------------------------------
E-AUCTION GLOBAL TRADING INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
NEVADA 7389 (Services- Business Services) n/a
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
220 KING STREET WEST, SUITE 200
TORONTO, ONTARIO
CANADA M5H 1K7
(416) 214-1587
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
DAVID HACKETT
220 KING STREET WEST, SUITE 200
TORONTO, ONTARIO
CANADA M5H 1K7 (416) 214-0585
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable following the date on which this registration statement
becomes effective
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 of 1933, check the following box. [x]
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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
----------------------------------- ---------------------- -------------------- ------------------------ -----------------------
Title of Each Class of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be registered Registered Unit Price Registration Fee
----------------------------------- ---------------------- -------------------- ------------------------ -----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Common Stock, par value $0.001
per share 44,095,915 shares $0.715 (1) $31,528,579 $8,323.54(2)
----------------------------------- ---------------------- -------------------- ------------------------ -----------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the high and low sales price of the
Common shares on November 9, 2000.
(2) No fee is currently due, based upon prior payment by the Company of a
fee, in the amount of $53,373.35, in connection with its registration
statement on Form S-1 (No. 333-31276) filed February 28, 2000, to
which registration statement this Form SB-2 is being filed as an
amendment.
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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS (SUBJECT TO COMPLETION)
----------------------------------------------------------
E-AUCTION GLOBAL TRADING INC.
44,095,915 SHARES OF COMMON STOCK
----------------------------------------------------------
This prospectus relates to the sale by the selling shareholders of up
to 44,095,915 shares of common stock, $0.001 par value per share, of e-Auction
Global Trading Inc.
The shares of our common stock being registered were issued by us to
the selling shareholders in certain private placements during the last two
years.
We will not receive any of the proceeds from the sale of the shares of
common stock by the selling stockholders.
Our shares of common stock are quoted on the quotation system operated
by the National Quotation Bureau, LLC, known as the "Pink Sheets," under the
symbol "EAUC". On November 9, 2000, the closing price for shares of our common
stock as reported on the Pink Sheets was $0.70 per share.
THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF
RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING
"RISK FACTORS" COMMENCING ON PAGE 7.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR ACCURATE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------------------------------------
The date of this prospectus is November 13, 2000.
