WORLD WIDE STONE CORP
S-8 POS, 1998-11-05
CUT STONE & STONE PRODUCTS
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    As filed with the Securities and Exchange Commission on November 5, 1998
                                                   REGISTRATION NO. 333-11227
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                         POST-EFFECTIVE AMENDMENT NO 1.
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                          WORLD WIDE STONE CORPORATION
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


             NEVADA                                             33-0297934    
- --------------------------------                          ----------------------
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                         Identification Number)

                               5236 S. 40th Street
                             Phoenix, Arizona 85040
                -------------------------------------------------
               (Address of Principal Executive Offices)(Zip Code)



                          WORLD WIDE STONE CORPORATION
            Consulting Agreement between World Wide Stone Corporation
                       and La Costa Financial Corporation
            ---------------------------------------------------------
                            (Full Title of the Plan)


                        Franklin E. Cunningham, President
                          WORLD WIDE STONE CORPORATION
                   5236 S. 40th Street, Phoenix, Arizona 85040
                                 (602) 438-1001
           ----------------------------------------------------------
           (Name, Address, and Telephone Number, Including Area Code,
                              of Agent for Service)

================================================================================
<PAGE>
                              PURPOSE OF AMENDMENT

      World Wide Stone  Corporation,  a Nevada  corporation (the "Company"),  is
filing this  Post-Effective  Amendment No. 1 to Form S-8 Registration  Statement
solely for the purpose of  deregistering  all of the shares of its common stock,
par value $.001 per share (the "Common Stock") registered  pursuant to this Form
S-8  Registration  Statement (the  "Registration  Statement") that have not been
sold  prior  to the  date of  filing  hereof.  The  Registration  Statement  was
originally  filed to register  under the Securities Act of 1933, as amended (the
"Securities  Act"),  shares of Common Stock  issuable  upon  exercise of certain
warrants that were issued to La Costa Financial  Corporation (the  "Consultant")
pursuant to a  consulting  agreement  effective  as of August 12,  1996,  by and
between the Company and the Consultant (the "Consultant  Agreement").  Effective
as of October  12,  1996,  the  Company and the  Consultant  mutually  agreed to
terminate the  Consulting  Agreement  and to cancel those  warrants that had not
been previously  exercised by the Consultant.  Pursuant to its undertaking given
in  the  Registration  Statement,  the  Company  hereby  deregisters  under  the
Securities  Act all of the shares of Common  Stock  registered  pursuant  to the
Registration  Statement  that  have not been  sold  prior to the date of  filing
hereof,  which  shares have been  cancelled as a result of  cancellation  of the
warrants.  An aggregate of 1,000,000 shares of the Common Stock registered under
this  Registration  Statement  were  previously  issued to the  Consultant  upon
exercise of a portion of the  warrants.  Accordingly,  such shares are not being
deregistered.

                                       1
<PAGE>
                                   SIGNATURES

         Pursuant to 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  S-8 and has  duly  caused  this
Post-Effective  Amendment  No. 1 to  Registration  Statement to be signed on its
behalf by the undersigned,  thereunto duly  authorized,  in the City of Phoenix,
State of Arizona, on this 2nd day of November, 1998.

                                  WORLD WIDE STONE CORPORATION

                              By: /s/ Franklin E. Cunningham
                                  ----------------------------------------------
                                  Franklin E. Cunningham, Chairman of the Board,
                                  President, and Chief Executive Officer

          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this Post-Effective  Amendment No. 1 to Registration  Statement on Form
S-8 has been signed by the following  persons in the capacities and on the dates
indicated:

       SIGNATURE                      POSITION                       DATE
       ---------                      --------                       ----

/s/ Frankin E. Cunningham     Chairman of the Board, President, November 2, 1998
- ---------------------------   and Chief Executive Officer 
Franklin E. Cunningham        (Principal Executive Officer)     
                              

/s/ Spencer W. Cunningham     Executive Vice President, Chief   November 2, 1998
- ---------------------------   Financial Officer, Treasurer, 
Spencer W. Cunningham         and Director (Principal 
                              Financial Officer)

/s/ Timothy H. Ligget         Chief Accounting Officer and      November 2, 1998
- ---------------------------   Director (Principal Accounting
Timothy H. Ligget             Officer)


/s/ Lee M. Cunningham         Vice President and Director       November 2, 1998
- ---------------------------   
Lee M. Cunningham


/s/ Michael D. Nafziger       Director of National Sales,       November 2, 1998
- ---------------------------   Secretary and Director
Michael D. Nafziger           


/s/ L. Ernest Whitesel        Director                          November 2, 1998
- ---------------------------
L. Ernest Whitesel

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