SB-2 issued on 19 Jan, 2007
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission file number 333-126055
SBD INTERNATIONAL INC.
(Name of Small Business Issuer in its Charter)
Nevada 1540 20-4357915
(STATE OF INCORPORATION) Primary Classification (I.R.S. EMPLOYER
Number IDENTIFICATIONNO.)
6464 NW 5th Way, Ft. Lauderdale, Florida 33309
(954) 489 - 2961
(Address and telephone number of principal executive
offices and principal place of business)
CARL M. NURSE
Chairman and Chief Executive Officer
SBD International, Inc.
6464 NW 5th Way, Ft. Lauderdale, Florida 33309
Tel: (954) 489 2961 Fax: (954) 489-2962
(Name, address and telephone number for Agent for Service)
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Copies of all communications to be sent to:
ARTHUR S. MARCUS, ESQ.
Gersten Savage, LLP
600 Lexington Avenue
New York, New York 10022
Tel: (212) 752-9700
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register securities for an offering to be made on a continuous or delayed basis, 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. o
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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
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CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered Amount to be Registered (1) Proposed Maximum Offering Price per share(2) Proposed Maximum Offering Price Amount Aggregate of Registration Fee
Common stock, par value $.001 per share issuable upon conversion secured convertible notes. 20,000,000 $0.05 $1,000,000 $107.00
Common stock, par value $.001 per share issuable upon exercise of warrants. 10,000,000 $0.05 $500,000 $53.50
Common stock, par value $.001 per share 301,000 $0.05 $15,050 $1.61
Total: 30,301,000 $0.05 $1,515,050 $162.11
(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), in order to prevent dilution, a presently indeterminable number of shares of common stock are registered hereunder which may be issued in the event of stock splits, stock dividends, triggering of any anti-dilution provisions in the warrants included in the units or similar transactions involving the common stock of the Registrant. No additional registration fee has been paid for these shares of common stock.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(g) of the Securities Act, based on the average of the bid and asked price of the Registrant's common stock on the OTC Bulletin Board on December 28, 2006 which was $0.050 per share.
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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
Please do your own research and buy and sell at your own risk. I am not a financial advisor.
