American Energy Production (AENP) Inactive
Filed: 23 Aug 02, 12:00am
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8/A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Commission File No. 333-52812
---------
American Energy Productions, Inc.
---------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
-----------------
(State or other jurisdiction of incorporation or organization)
74-2945581
--------------
(I.R.S. Employer Identification No.)
310 Kitty Hawk Rd., Universal City, TX 78148
-------------------------------------------------
(Address of Principal Executive Offices, including ZIP Codes)
COMMUNICATE NOW.COM INC EMPLOYEE BENEFIT PLAN
(Full Title of the Plan)
Charles Bitters VP of Operations
-----------------------------------
310 Kitty Hawk Rd, Universal City, TX 78148
----------------------------------------------
(210) 566-7327
----------------
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM
TO BE TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE REGISTRATION FEE
UNITS (each
consisting of one
share of common
stock, $0.0001 par 12,500,000 $ .10 $1,250,000. $ 115.
value
(1) Calculation pursuant to Rule 457(c).
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by References.
(a) Registrant's latest Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2001.
(b) Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002.
Item 4. Descriptions of Securities.
Communicate Now. Com Inc. Has only common stock. One share one vote.
The Company has no plans to issue preferred stock.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation, Bylaws and the Delaware
corporation statutes provide for indemnification of directors and officers
against certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits
5 Opinion re: legality of securities being registered.
10 Communicate Now.Com Inc Employee Benefit Plan.
23 Consent of Salberg amp; Company, P.A.
24 Consent of Robert F. Flanagan, Esq. filed as a part of Exhibit 5.
Item 9. Undertakings.
The Registrant hereby undertakes pursuant to Rule 512:
(a) (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement: 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; (2) that, for the purpose of
determining any liability under the Securities Act of 1933, each 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; and, (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.
(b) 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)
and Section 15(b) 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 the time shall be deemed to be tile initial bona fide offering thereof.
(c) 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 Article 3 of Regulation S-X are 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
incorporated by reference in the prospectus to provide such interim financial
information.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to Articles of Incorporation, Bylaws or statute, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by the controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed m the Act and
will be governed by the final adjudication of such issue.
EXHIBIT INDEX
Exhibit Description
5 Opinion re: legality of securities being registered *
10 Communicate Now.Com Inc. employee Benefit Plan *
23 Consent of Salberg amp; Company, P.A.
24 Consent of Robert F. Flanagan, Esq., filed as apart of Exhibit 5 *
* Previously filed on Form S-8 on May 24, 2002.