UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
SURGE ENTERPRISES, INC. (Exact name of registrant as specified in its charter) |
Nevada (State of incorporation or organization) | | 20-2514234 (I.R.S. Employer Identification No.) |
205-340 Linden Avenue, Victoria, British Columbia Canada (Address of principal executive offices) | V8V 4E9 (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act: |
Title of each class to be so registered Not applicable | Name of each exchange on which each class is to be registered Not applicable |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box [ ] |
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If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box [X ] |
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Securities Act registration statement file number to which this form relates: 333-128995(if applicable) |
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Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value |
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Item 1. | Description of Registrant's Securities to be Registered. |
The description of the Registrant's securities contained in the Registrant's Registration Statement on Form SB-2, as amended, filed with the commission under File No. 333-128995, is incorporated by reference into this registration statement.
The following Exhibits are filed with this Prospectus:
Exhibit Number | Description |
3.1 | Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on October 13, 2005) |
3.2 | Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on October 13, 2005) |
3.3 | Certificate of Correction (incorporated by reference from our Registration Statement on Form SB-2 filed on October 13, 2005) |
5.1 | Opinion of Clark Wilson LLP regarding the legality of the securities being registered (incorporated by reference from our Registration Statement on Form SB-2/A filed on June 21, 2006) |
10.1 | Form of Subscription Agreement between Surge Enterprises, Inc. and each of the following persons: (incorporated by reference from our Registration Statement on Form SB-2 filed on October 13, 2005) |
| Name:
| Amount of Common Shares Purchased at $0.005 per Share: |
| | |
| Stephane Bourke | $250 | |
| Darcy Dormett | $450 | |
| Colin Eaton | $250 | |
| Elyza Hartnell | $500 | |
| Rosalynne Hartnell | $300 | |
| Aitch Johnson | $300 | |
| Randy Jorgenson | $250 | |
| Warren Kirschner | $350 | |
| Christine Larsen | $350 | |
| Lindsay LeCorre | $200 | |
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| Stephanie LeCorre | $200 | |
| Morgan Minto | $500 | |
| Jason Mooney | $250 | |
| Michele Morfit | $225 | |
| Jennifer Mutter | $350 | |
| Melissa Mutter | $350 | |
| Dallin Paul | $400 | |
| Kevin Reuschel | $250 | |
| Tawnya Ritco | $350 | |
| Aaron Robinson | $200 | |
| Domenique Rosenblum | $200 | |
| Rodney Ruel | $200 | |
| Hugh Shlosser | $250 | |
| Adam Skulsky | $250 | |
| Jade Stranaghan | $450 | |
| Morgan Tedder | $300 | |
| Leah Terhart | $350 | |
| Byron Thompson | $300 | |
| Cam-Linh Tran | $300 | |
| Mike Verran | $400 | |
| Nate Verran | $450 | |
| Thomas Yeung | $300 | |
| | | |
10.2 | Subscription Agreement, dated April 22, 2005, between Surge Enterprises, Inc. and Frank Hollmann. (incorporated by reference from our Registration Statement on Form SB-2 filed on October 13, 2005) |
10.3 | Subscription Agreement, dated April 12, 2005, between Surge Enterprises, Inc. and Troy Mutter. (incorporated by reference from our Registration Statement on Form SB-2 filed on October 13, 2005) |
10.4 | Subscription Agreement, dated February 7, 2005, between Surge Enterprises, Inc. and Troy Mutter. (incorporated by reference from our Registration Statement on Form SB-2 filed on October 13, 2005) |
10.5 | Software Development Agreement, dated August 30, 2005, between Surge Marketing Corp. and Infectious Communications. (incorporated by reference from our Registration Statement on Form SB-2 filed on October 13, 2005) |
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10.6 | Custom Software Buyer Agreement between Surge Marketing Corp. and Exhedra Solutions, Inc. with respect to software development services purchased through www.RentACoder.com (incorporated by reference from our Registration Statement on Form SB-2 filed on October 13, 2005) |
10.7 | Development Agreement entered into on July 28, 2005, as updated October 5, 2005, between Surge Marketing Corp. and Element 5 respecting www.share-it.com services. (incorporated by reference from our Registration Statement on Form SB-2/A filed on December 2, 2005) |
10.8 | Affiliate Program/Premium Affiliate Management General Terms and Conditions entered into on July 27, 2005 between Surge Marketing Corp. and Element 5 regarding referral services through www.share-it.com. (incorporated by reference from our Registration Statement on Form SB-2/A filed on December 2, 2005) |
10.9 | Development Agreement entered into on July 28, 2005 between Surge Marketing Corp. and Element 5 respecting www.share-it.com services. (incorporated by reference from our Registration Statement on Form SB-2/A filed on February 8, 2006) |
10.10 | Promissory Note entered into on January 13, 2006 by Surge Enterprises, Inc. in favour of Troy Mutter. (incorporated by reference from our Registration Statement on Form SB-2/A filed on June 21, 2006) |
21. | Subsidiaries of Surge Enterprises, Inc.
Surge Marketing Corp. (British Columbia) |
23.1 | Consent of Staley, Okada & Partners, Chartered Accountants (incorporated by reference from our Registration Statement on Form SB-2/A filed on June 21, 2006) |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
SURGE ENTERPRISES, INC.
Date: July 5, 2006
/s/ Troy Mutter
By: Troy Mutter, President, Secretary, Treasurer and Director
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