AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 2007
REGISTRATION STATEMENT NO. 333-145293
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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RAPID LINK, INCORPORATED
(Name of small business issuer in its charter)
DELAWARE 4813 75-2461665
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(State or other jurisdiction of (Primary Standard (I.R.S. Employer
jurisdiction of incorporation Industrial Identification No.)
or organization) Classification Code Number)
17383 SUNSET BOULEVARD, SUITE 350, LOS ANGELES, CA 90272 (310) 566-1700
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(Address of principal executive offices) (Zip Code) Telephone number
John Jenkins
Chief Executive Officer
17383 Sunset Boulevard, Suite 350
Los Angeles, California 90272
(310) 566-1700
(Name, address and telephone number of agent for service)
COPY TO:
Ryan Hong
RICHARDSON & PATEL LLP
10900 Wilshire Boulevard, Suite 500
Los Angeles, California 90024
(310) 208-1182
Approximate date of proposed sale to the public: From time to time after the
effective date of this registration statement.
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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. [ ]
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 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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 SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
EXPLANATORY NOTE
The sole purpose of this Amendment is to amend the facing page of the
Registration Statement to include the delaying amendment legend from Rule
473 of the Securities Act of 1933. Accordingly, this Amendment consists
only of the facing page, this explanatory note and signature pages to this
Registration Statement. The Prospectus, Financial Statements and Part II are
otherwise unchanged and have been omitted.
SIGNATURES
In accordance with 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 Pre-Effective Amendment
No. 1 to Form SB-2 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, California on August 20, 2007.
RAPID LINK, INCORPORATED
(Registrant)
*
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John A. Jenkins
Chairman of the Board
and Chief Executive Officer
Date: August 20, 2007
POWER OF ATTORNEY
IN ACCORDANCE THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF
THE REGISTRANT AND IN THE CAPACITIES AND ON THE DATES INDICATED:
NAME TITLE DATE
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* Chairman of the Board, August 20, 2007
--------------------------- Chief Executive Officer,
John A. Jenkins Secretary and Director
(principal executive officer)
/s/ Christopher J. Canfield President, Chief Financial August 20, 2007
--------------------------- Officer, Treasurer and Director
Christopher J. Canfield (principal financial and
principal accounting officer)
* Director August 20, 2007
---------------------------
Lawrence J. Vierra
* Director August 20, 2007
---------------------------
David R. Hess
*By: /s/ Christopher J. Canfield
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Christopher J. Canfield
Attorney-in-fact