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U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment No. _____)
TELESERVICES INTERNET GROUP, INC.
(formerly TeleServices International Group Inc.)
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(Name of small business issuer in its charter)
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<S> <C> <C>
Florida 59-2773602
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address and telephone number of principal executive offices)
100 Second Avenue South, Suite 1000, St. Petersburg, Florida 33701
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(Address of principal place of business or intended principal place of business)
Robert P. Gordon, 100 Second Avenue South, Suite 1000, St. Petersburg,
Florida 33701. (727) 895-4410
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(Name, address and telephone number of agent for service)
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Copies to:
Troy A. Young, Esq.
Futro & Trauernicht, LLC
1401 Seventeenth Street, 11th Floor
Denver, Colorado 80202
(303) 295-3360
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Approximate date of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. X 333-78077
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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.
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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.
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of each Class of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered (1) Per Security (1) Price (1) Fee (2)
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Common Stock, $.0001 par value 40,948,039 $.0755 (2) $3,091,577 $881.78
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 promulgated under the Securities Act of 1933.
(2) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) based on the average of the bid and asked price
of the common stock on the over the counter electronic bulletin board
maintained by the National Association of Securities Dealers on July
28, 1999.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
COMMISSION IN ACCORDANCE WITH RULE 462(B) UNDER THE SECURITIES ACT OF 1933.
ii
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended. The information in the
Registrant's Registration Statement filed on Form SB-2 by TeleServices
International Group Inc. with the Securities and Exchange Commission (file no.
333-78077) is incorporated by reference into this Registration Statement. This
Registration Statement is being filed for the sole purpose of registering
additional securities of the same classes as were included in the prior
Registration Statement.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
company certifies that it has reasonable grounds to believe that it meets all of
the requirements of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of St.
Petersburg, State of Florida on July 29, 1999.
TELESERVICES INTERNET GROUP INC.
By: /s/ Robert P. Gordon
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Robert P. Gordon, Chairman
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
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Name Title Date
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/s/ Robert P. Gordon Chairman, CEO and July 29, 1999
- ------------------------------ Director
Robert P. Gordon
/s/ Paul W. Henry Secretary, Treasurer, and July 29, 1999
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Paul W. Henry
/s/ Michael J.Gordon Director July 29, 1999
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Michael J. Gordon
/s/ J.R. LeShufy Director July 29, 1999
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J.R. LeShufy
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EXHIBITS
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Exhibit Number Description
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5.9 Opinion of Counsel, Futro & Trauernicht, LLC. (Filed herewith).
23.19 Consent of Schumacher & Associates, Inc., Certified Public Accountants.
(Filed herewith).
23.20 Consent of Futro & Trauernicht, LLC. (Incorporated by reference to
Exhibit 5.9 of this Registration Statement).
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EXHIBIT 5.9
FUTRO & TRAUERNICHT LLC
Attorneys and Counselors at Law
ALAMO PLAZA
1401 SEVENTEENTH STREET - 11TH FLOOR
DENVER, COLORADO 80202
TELEPHONE (303) 295-3360
FACSIMILE (303) 295-1563 WITH OFFICES IN
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[email protected]
LOS ANGELES, CALIFORNIA
July 29, 1999
Board of Directors
TeleServices Internet Group Inc.
100 Second Avenue South, Suite 1000
St. Petersburg, FL 33701
Gentlemen:
You have requested our opinion, as counsel for TeleServices Internet
Group Inc., a Florida corporation (the "Company"), in connection with the
registration statement on Form SB-2 (the "Registration Statement"), under the
Securities Act of 1933, filed by the Company with the Securities and Exchange
Commission for the sale of 40,948,039 shares (the "Registered Shares") of common
stock, $.0001 par value (the "Common Stock"), by the selling securityholders
named in the previous registration statement on Form SB-2 (file no. 333-78077)
that they have or may acquire upon conversion of the Company's Convertible
Debentures (the "Debentures") and upon exercise of Common Stock Purchase
Warrants (the "Warrants").
We have examined such records and documents and made such examinations
of law as we have deemed relevant in connection with this opinion. In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such copies.
Based upon the foregoing and in reliance thereon, we are of the opinion
that the Registered Shares issued or issuable upon the conversion of the
Debentures and upon exercise of the Warrants in accordance with their respective
terms, when issued, will be duly and validly authorized, legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ FUTRO & TRAUERNICHT LLC
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EXHIBIT 23.19
[LETTERHEAD]
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in this Registration Statement of our
report included herein dated March 30, 1999, relating to the consolidated
financial statements of TeleServices International Group Inc. and subsidiaries.
/s/ Schumacher & Associates, Inc., CPA's
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Schumacher & Associates, Inc., CPA's
Denver, Colorado
July 29, 1999
