|
Delaware
|
31-1190725
|
|
|
(State
or other jurisdiction of incorporation
or organization)
|
(I.R.S. Employer Identification
No.)
|
|
|
33
South Service Road, Suite 111, Jericho,
New York
|
11753
|
|
|
(Address
of Principal Executive
Offices)
|
(Zip
Code)
|
|
Title of securities
to be registered
|
Amount
to
be
registered (1)
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
registration
fee(2)
|
||||
| Common Stock |
5,000,000
|
$1.00
|
$5,000,000
|
$588.50
|
||||
| TOTAL |
$5,000,000
|
$588.50
|
||||||
|
(1)
|
The
aggregate amount of securities registered hereunder is 5,000,000
shares of
common stock which have been authorized and reserved for issuance
under
the Company’s 2005 Equity Incentive Plan. Pursuant to Rule 416 promulgated
under the Securities Act of 1933, as amended, this Registration
Statement
covers such additional shares of common stock to be offered or
issued to
prevent dilution as a result of future stock splits, stock dividends
or
similar transactions.
|
| (2) | The fee with respect to these shares has been calculated pursuant to Rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the closing price of the Registrant’s Common Stock on December 19, 2005, a date within five (5) days prior to the date of filing of this Registration Statement, as reported by the OTC-Bulletin Board. |
| Registration Statement Item and Heading | Location in Prospectus | ||
| 1. |
Forepart
of the Registration
Statement and Outside Front Cover Page of prospectus
|
Cover
Page
|
|
|
2.
|
Inside
Front and Outside Back Cover
Pages of Prospectus
|
Inside
Cover Page
|
|
|
3.
|
Summary
Information, Risk Factors
and Ratio of Earnings to
Fixed Charges
|
Introduction
|
|
|
4.
|
Use
of Proceeds
|
Not
applicable
|
|
|
5.
|
Determination
of Offering Price
|
Not
applicable
|
|
|
6.
|
Dilution
|
Not
applicable
|
|
|
7.
|
Selling
Security Holders
|
Cover
Page, Selling
|
|
|
8.
|
Plan
of Distribution
|
Selling
Shareholders
|
|
|
9.
|
Description
of Securities to
be Registered
|
Documents
Incorporated by Reference
|
|
|
|
|
||
|
10.
|
Interests
of Named Experts and
Counsel
|
Legal
Opinion and Experts
|
|
|
11.
|
Material
Changes
|
Not
applicable
|
|
|
12.
|
Incorporation
of Certain Information
by Reference
|
Documents
Incorporated by
|
|
|
13.
|
Disclosure
of Commission Position
on Indemnification of Securities
Act Liabilities
|
Indemnification
|
|
(a)
|
The
Company’s Quarterly Report on Form 10-QSB, as amended, for the quarter
ended June 30, 2005;
|
|
(b)
|
The
Company’s Quarterly Report on Form 10-QSB for the quarter ended September
30, 2005;
|
|
(c)
|
The
Company’s Current Report on Form 8-K filed with the SEC on April 25,
2005;
|
|
(d)
|
Definitive
14C Information Statement filed with the SEC on September 20,
2005;
|
|
(e)
|
The
Company’s Current Report on Form 8-K filed with the SEC on May 3, 2005;
|
|
(f)
|
The
Company’s Current Report on Form 8-K filed with the SEC on June 3, 2005
and amended on June 9, 2005 and September 1, 2005;
|
|
(g)
|
The
Company’s Current Report on Form 8-K filed with the SEC on July 8, 2005;
|
|
(h)
|
The
Company’s Current Report on Form 8-K filed with the SEC on November 1,
2005; and
|
|
(i)
|
All
other documents filed by the Company after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
to
the Registration Statement which indicates that all securities
offered
have been sold or which deregisters all securities then remaining
in the
Registration Statement and to be part thereof from the date of
filing of
such documents.
|
|
(a)
|
The
Company’s Quarterly Report on Form 10-QSB, as amended, for the quarter
ended June 30, 2005;
|
|
(b)
|
The
Company’s Quarterly Report on Form 10-QSB for the quarter ended September
30, 2005;
|
|
(c)
|
The
Company’s Current Report on Form 8-K filed with the SEC on April 25,
2005;
|
|
(d)
|
Definitive
14C Information Statement filed with the SEC on September 20,
2005;
|
|
(e)
|
The
Company’s Current Report on Form 8-K filed with the SEC on May 3, 2005;
|
|
(f)
|
The
Company’s Current Report on Form 8-K filed with the SEC on June 3, 2005
and amended on June 9, 2005 and September 1, 2005;
|
|
(g)
|
The
Company’s Current Report on Form 8-K filed with the SEC on July 8, 2005;
|
|
(h)
|
The
Company’s Current Report on Form 8-K filed with the SEC on November 1,
2005; and
|
|
(i)
|
All
other documents filed by the Company after the date of this Registration
Statement under Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
to
the Registration Statement which indicates that all securities
offered
have been sold or which deregisters all securities then remaining
in the
Registration Statement and to be part thereof from the date of
filing of
such documents.
|
| Number |
Description
|
| 4.0 |
bioMETRX, Inc. 2005 Equity Incentive
Plan
|
| 5.0 |
Consent and Opinion of Sommer & Schneider
LLP
|
| 24.0 |
Consent
of Wolinetz, Lafazan & Company,
P.C.
|
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
|
|
(a)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933.
|
|
(b)
|
To
reflect in the prospectus any facts or events arising after the
effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement; and
|
|
(c)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement.
|
|
Provided,
however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by this paragraphs
is contained in periodic reports filed by the registrant pursuant
to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that
are incorporated by reference in the registration
statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act of
1933, each such post-effective amendment shall be deemed to be
a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be
the initial
bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
|
|
(4)
|
That,
for purposes of determining any liability under the Securities
Act of
1933, each filing of the registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 and,
where
applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934)
that is
incorporated by reference in the registration statement shall be
deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed
to be the initial bona fide offer-ing
thereof.
|
|
(5)
|
To
deliver or cause to be delivered with the prospectus, to each person
to
whom the prospectus is sent or given, the latest annual report
to security
holders that is incorporated by reference in the prospectus and
furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under
the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Item 310(b) of Registration
S-B is
not set forth in the prospectus, to deliver, or cause to be delivered,
to
each person to whom the prospectus is sent or given, the latest
quarterly
report that is specifically incor-porated by reference in the prospectus
to provide such interim financial
information.
|
|
(6)
|
To
deliver or cause to be delivered with the prospectus to each employee
to
whom the prospectus is sent or given, a copy of the registrant’s annual
report to stock-holders for its last fiscal year, unless such employee
otherwise has received a copy of such report, in which case the
registration shall state in the prospectus that it will promptly
furnish,
without charge, a copy of such report on written request of the
employee.
If the last fiscal year of the registrant has ended within 120
days prior
to the use of the prospec-tus, the annual report of the registrant
for the
preceding fiscal year may be so delivered, but within such 120-day
period
the annual report for the last fiscal year will be furnished to
each such
employee.
|
|
(7)
|
To
transmit or cause to be transmitted to all employees participating
in the
Plans who do not otherwise receive such material as stockholders
of the
registrant, at the time and in the manner such material is sent
to its
stockholders, copies of all reports, proxy statements and other
communications distributed to its stockholders
generally.
|
| BIOMETRX, INC. | ||
| |
|
|
| By: | /s/ Mark Basile | |
|
Mark Basile |
||
| Chairman and CEO | ||
| Signatures | Position | Date | ||
| /s/ Mark Basile | Chairman and Chief Executive Officer | December ___, 2005 | ||
| Mark Basile | ||||
| /s/ Steven Kang |
Secretary,
Director and Chief Technology Officer
|
December ___, 2005 | ||
| Steven Kang | ||||
| /s/ Frank Giannuzzi | Chief Financial Officer and Director | December ___, 2005 | ||
| Frank Giannuzzi |