AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON *
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
AMENDMENT #3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Adar Alternative Two, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
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Florida 6770 Applied For
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State or other jurisdiction of PRIMARY STANDARD INDUSTRIAL I.R.S. Employer Identification No.
incorporation or organization CLASSIFICATION CODE NUMBER
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</TABLE>
10 Troon Place
P.O. Box 289
Mashpee, MA 02649
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Michael T. Williams
2503 W. Gardner Ct.
Tampa, FL 33611
TELEPHONE: 813.831.9348
(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 promptly as practicable after this registration statement becomes effective
and after the closing of the merger of the proposed merger described in this
registration statement.
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. *[ ] *registration number,
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. *[ ]
*registration number,
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. *[ ]
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CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to be offering price aggregate registration
to be registered per unit offering price fee
registered
Common * * * *
Stock, par
Value - no
(1) Represents an estimate of the maximum number of shares of common stock
of Registrant which may be issued to former holders of shares of common stock of
Xfone pursuant to the merger described herein. (2) The registration fee has been
calculated pursuant to Rule 457(f )
(2). As of the filing of this registration statement, Xfone had an accumulated
capital deficit. In addition, Xfone's common stock has $.001 par value.
Accordingly, the proposed maximum offering price has been calculated by
multiplying one-third,1/3, of an assumed par value for Xfone's Common Stock
of, *par per share, pursuant to Nevada law by the maximum number of shares to
be issued to the holders of Xfone common stock in the merger.
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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 THAT 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.
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<PAGE>
The company does not have key men insurance.
PROSPECTUS
Adar Alternative Two, Inc.
Xfone, Inc., a Nevada corporation, and Adar Alternative Two, Inc., a Florida
corporation have entered into a merger agreement. As a result of the merger,
each outstanding share of Xfone common stock, other than dissenting shares, as
discussed later in this document, will be exchanged for one share of Adar
Alternative Two common stock. When the merger closes, Adar Alternative Two will
change its name to Xfone and will be the surviving corporation. It will then
file to have its stock quoted on the OTC Bulletin Board.
The following table contains comparative share information for shareholders of
Xfone and Adar Alternative Two immediately after the closing of the merger.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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The former shareholders of The current shareholders of Total
Xfone Adar Alternative Two
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Number 4,800,000 200,000 5,000,000
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----------------- -------------------------------- ------------------------------- --------------------
Percentage 96% 4% 100%
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</TABLE>
The merger presents some risks. We suggest you review "Risk Factors" beginning
on page __. Shareholders of Xfone who do not wish to give their written consent
have dissenters' rights of appraisal under Nevada law. If you wish to exercise
these rights, you must not have given written consent to the merger, timely
notify Xfone in writing of your election to exercise these rights, and follow
other procedures. These rights and procedures are discussed in detail beginning
on page __.
Neither the Securities and Exchange Commission nor any state securities
regulators have approved or disapproved Adar Alternative Two common stock to be
issued in the merger or if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is ______ ,2001.
<PAGE>
Index to Exhibits
Item 2
1 Agreement and Plan of Merger and Reorganization
Item 3
1 Articles of Incorporation of the Registrant.(1)
2 Bylaws of the Registrant (1)
3 Amended and Restated Articles of Incorporation of Registrant, to be
effective after consummation of the proposed Merger.
4. Amended and Restated Bylaws of the Registrant, to be effective after
consummation of the proposed Merger.
Item 4
1 Form of Common Stock Certificate of the Registrant.(1)
Item 5
1 Legal Opinion of Williams Law Group, P.A.
Item 8
1 Tax Opinion of Williams Law Group, P.A.
Item 10
1. Employment Agreement with Guy Nissenson
2. Employment Agreement with Bosmat Houston**
3. Stock Purchase Agreement with Campbelltown Business, Ltd.
4. Consulting Agreement with Campbelltown Business, Ltd.
5. Contracts with MCI/WorldCom**
6. Loan agreement with Mr. Levy
7. Contract with InTouchUK.com
Item 23
1 Chaifetz & Schreiber, p.c.*
2 Consent of WILLIAMS LAW GROUP, P.A. (to be included in Exhibits 5.1
and 8.1).
* Previously Filed
** To be filed in amendment
All other Exhibits called for by Rule 601 of Regulation S-1 are not
applicable to this filing.
(1) Information pertaining to our Common Stock is contained in our Articles of
Incorporation and By-Laws.
