UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE BRIAN H. CORP.
(Name of small business issuer in its charter)
Nevada
6770 11-327-0747
(State or jurisdiction (Primary Standard Industrial (I.R.S.
Employer
of incorporation or Classification Code Number) Identification
No.)
organization)
63 Wall Street, Suite 1801, New York, NY 10005 (212) 344-1600
(Address and telephone number of principal executive offices)
63 Wall Street, Suite 1801, New York, NY 10005
(Address of Principal place of business or
intended principal place of business)
Joel Schonfeld, 63 Wall Street, Suite 1801, New York, NY (212)
344-1600
(Name, address, and telephone number of agent for service)
Approximate date of proposed sale to the public as soon as practicable after
the effective date of this Registration Statement and Prospectus.
By: Schonfeld & Weinstein, L.L.P.
63 Wall Street, Suite 1801
New York, New York 10005
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 the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
<PAGE>
The purpose of this post-effective amendment is to withdraw from registration
the reconfirmation offering of securities issued by The Brian H. Corp.(the
"Company") in its initial public offering. The Company filed its
post-effective amendment no. 1 on February 19, 1997, post-effective amendment
no. 2 on April 1, 1997, and post-effective amendment no. 3 on April 1, 1997.
This registration statement is being withdrawn because the eighteen (18) month
period proscribed by Rule 419 of the Securities Act of 1933, as amended ("Rule
419") has expired. Additionally, The Company's merger candidate, Frama,
S.r.l. ("Frama") was unable to provide audited financial statements indicating
that Frama's net asset value or business value equaled 80% of the proceeds
received in the Company's initial public offering ($40,000).
Pursuant to Rule 419, the Company was able to request release of up to 10% of
the investors funds deposited in escrow. The Company did request such
release. The Company will return investors' funds, currently held in escrow,
on a pro-rata basis.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant 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 New York , State of New York, on April 9, 1997.
THE BRIAN H. CORP.
(Registrant)
BY: Daniel Wainick
Daniel Wainick, President
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.
Daniel Wainick
Daniel Wainick DATED April 9, 1997
President, Director
Theresa DiDato
Theresa DiDato DATED April 8, 1997
Secretary, Director
Joel Schonfeld
Joel Schonfeld DATED April 8, 1997
Director
Barry Horowitz
Barry Horowitz DATED April 9, 1997
Director
