Post effective amendment no. 2

As Filed with the Securities and Exchange Commission on October ___, 2005

 

Registration No. 333-112899

Filed Pursuant to Rule 462(d)


 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 2

TO THE FORM S-3 REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

SEGMENTZ, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   03-0450326
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

 

429 Post Road

Buchanan, Michigan 49107

(269) 695-4920

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

     with copies to:

Mark Patterson

Chief Financial Officer

429 Post Road

Buchanan, Michigan 49107

(269) 695-4920

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

  

Clint J. Gage, Esq.

Adorno & Yoss, LLP

350 East Las Olas Boulevard, Suite 1700

Fort Lauderdale, Florida 33301

(954) 763-1200 (Telephone)

(954) 766-7800 (Facsimile)

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, (the “Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨

 

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 number of the earlier effective registration statement for the offering. ¨

 

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. ¨

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

 



Explanatory Paragraph

 

This Post Effective Amendment No. 2 to the Form S-3 Registration Statement amends the S-3 Registration Statement to include as Exhibit 23(iii) a consent of the Registrant’s independent accountants, Pender Newkirk & Company.


Item 16. Exhibits.

 

Exhibit No.

 

Description of Document


3.1(a)   Certificate of Incorporation dated May 8, 2000 (1)
3.1(b)   Articles of Merger dated May 17, 2000 (1)
3.1(c)   Certificate of Merger dated May 17, 2000 (1)
3.1(d)   Certificate of Merger dated February 1, 2001 (1)
3.1(e)   Certificate of Merger dated February 1, 2001 (1)
3.1(f)   Certificate of Amendment dated November 1, 2001 (1)
3.1(g)   Designation of Preferences of Series A filed June 11, 2003 (3)
3.1(h)   Designation of Preferences of Series B June 11, 2003 (3)
3.1(i)   Designation of Preferences of Series C June 11, 2003 (3)
3.1(j)   Designation of Preferences of Series A-1 June 18, 2003 (3)
3.1(k)   Designation of Preferences of Series B-1 June 18, 2003 (3)
3.2        Bylaws dated May 10, 2000 (1)
 5      Opinion and Consent of Adorno & Yoss, P.A.(3)
10.1           Stock Option Plan (1)
21        Subsidiaries of Registrant (1)
23(i)    Consent of Adorno & Yoss, P.A. (see Exhibit 5) (3)
23(ii)   Consent of Pender Newkirk & Company (3)
 23(iii)   Consent of Pender Newkirk & Company (2)

(1) Incorporated by reference to exhibits with the corresponding numbers filed with our registration statement on Form 10SB (File No. 000-49606).

 

(2) Filed herewith.

 

(3) Previously filed.


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Post Effective Amendment No. 2 to Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Buchanan, Michigan, on October 14, 2005.

 

SEGMENTZ, INC.

By:  

/s/ Mike Welch

   

Mike Welch

Chief Executive Officer and Director

 

By:  

/s/ Mark Patterson

   

Mark Patterson

Chief Financial Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Post Effective Amendment No. 2 to Registration Statement on Form S-3 has been signed by the following persons in the capacities indicated:

 

SIGNATURE


  

TITLE


 

DATE


/s/ MIKE WELCH


Mike Welch

  

Chief Executive Officer and Director

  October 14, 2005

/s/ MARK PATTERSON


Mark Patterson

  

Chief Financial Officer

  October 14, 2005

/s/ JENNIFER DORRIS


Jennifer Dorris

  

Director

  October 14, 2005

/s/ CALVIN WHITEHEAD


  

Director

  October 14, 2005

Calvin R. Whitehead

        

/s/ ROBERT GRIES


Robert Gries

  

Director

  October 14, 2005

/s/ JAY TAYLOR


Jay Taylor

  

Director

  October 14, 2005

/s/ JIM MARTELL


Jim Martell

  

Director

  October 14, 2005