As filed with the Securities and Exchange Commission on August 1, 2003 Registration No. 333-38026 ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 --------------- FORM S-1/A Post-effective Amendment No. 3 Registration statement under the Securities Act of 1933 PACIFIC WEBWORKS, INC. (Name of issuer in its charter) Commission file No. 000-26731 --------------- Nevada 7372 87-0627910 (State of incorporation) (Primary Standard Industrial (I.R.S. Employer Classification Code Number) Identification No.) 180 South 300 West, Suite 400 Salt Lake City, Utah 84101 (801) 578-9020 (Address and telephone number of registrant's principal executive offices and principal place of business) Christian Larsen, President 180 South 300 West, Suite 400 Salt Lake City, Utah 84101 (801) 578-9020 (Name, Address and telephone number of agent for service) --------------- If the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 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, please check the following boxes 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 boxes 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 NOTE Pacific WebWorks, Inc. filed a registration statement on Form S-1 (Registration No. 333-38026) which originally registered 1,800,000 shares of Pacific WebWorks' common stock to be sold by the selling stockholders named in the registration statement. The offering was terminated on July 29, 2003. Pursuant to the undertaking in the registration statement, Pacific WebWorks is filing this post-effective amendment to deregister 600,000 shares of the originally registered shares that remain unsold as of the termination of the offering. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused the post-effective amendment No. 3 to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the city of Salt Lake City, state of Utah, on the 31st day of July 2003. PACIFIC WEBWORKS, INC. a Nevada Corporation /s/ Christian R. Larsen By: ____________________________________________________ Christian R. Larsen, President Pursuant to the requirements of the Securities Act of 1933, the post-effective amendment No. 3 to the registration statement has been signed by the following persons in the capacities and on the dates indicated. /s/ Kenneth W. Bell Date: July 31, 2003 ____________________________________________________ Kenneth W. Bell, Chief Executive Officer and Director /s/ Christian R. Larsen Date: July 31, 2003 _____________________________________________________ Christian R. Larsen, Director /s/ Daniel W. Jackson Date: July 31, 2003 _____________________________________________________ Daniel W. Jackson, Director /s/ Thomas R. Eldredge Date: July 31, 2003 _____________________________________________________ Thomas R. Eldredge, Secretary/Treasurer and Chief Financial Officer