SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
TANK SPORTS, INC.
(Exact Name of Registrant as Specified in its Charter)
| California | 95-4849012 |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
| 10925 Schmidt Road |
| El Monte, California 91733 |
| (Address of principal executive offices) |
2007 EMPLOYEES/CONSULTANTS COMMON STOCK COMPENSATION PLAN
(Full title of the plan)
| Jing Jing Long |
| 10925 Schmidt Road |
| El Monte, California 91733 |
| (Name and address of agent for service) |
| (626) 350-4039 |
| (Telephone number, including area code, of agent for service) |
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CALCULATION OF REGISTRATION FEE
Title of Securities To Be Registered | Amount To Be Registered | Proposed Maximum Offering Price Per Share(1) | Proposed Maximum Aggregate Offering Price(1) | Amount of Registration Fee |
| Common Stock, $0.001 Par Value | 3,000,000 shares | $0.75 | $2,250,000 | $69.08 |
(1) Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, on the basis of the last trade for shares of common stock on the OTC Bulletin Board on March 31, 2007.
INTRODUCTION
This Registration Statement on Form S-8 is filed by Tank Sports, Inc., a California corporation (the “Registrant”), relating to 3,000,000 shares of its common stock, par value $0.001 per share (the “Stock”), issuable to eligible employees of the Registrant under the Tank Sports, Inc. 2007 Employees/Consultants Common Stock Compensation Plan (the “Plan”).
In accordance with the instructional Note to Part I of Form S-8, as promulgated by the Securities and Exchange Commission (the “Commission”), the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents have been filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934 and are incorporated by reference into this Registration Statement:
| 1. | Annual Report on Form 10-KSB for the fiscal year ended February 28, 2006 and filed with the Commission on May 30, 2006, and amended on October 19, 2006, February 9, 2007 and March 14, 2007, respectively. |
| 2. | Quarterly Reports on Form 10-QSB for the fiscal quarter ended May 31, 2006, and filed with the Commission on July 17, 2006, and amended on October 20, 2006, February 9, 2007 and March 14, 2007, respectively. |
| 3. | Quarterly Reports on Form 10-QSB for the fiscal quarter ended August 31, 2006, and filed with the Commission on October 16, 2006, and amended on February 9, 2007 and March 14, 2007, respectively. |
| 4. | Quarterly Reports on Form 10-QSB for the fiscal quarter ended November 30, 2006, and filed with the Commission on January 16, 2007, and amended on February 9, 2007 and March 14, 2007, respectively. |
| 5. | Description of Registrant's common stock, which is contained in the Registrant's Registration Statement on Form SB-2, File No. 000-1345059, as filed with the Commission on November 23, 2005 and thereafter amended on February 14, 2006, March 9, 2006, May 3, 2006, August 14, 2006 and September 1, 2006, respectively. |
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All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15 of the Exchange Act after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all common shares covered by this Registration Statement have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference will be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part thereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 204 of the California General Corporation Law permits a corporation to include in its Articles of Incorporation provisions eliminating or limiting the personal liability of directors for monetary damages in an action brought by or in the right of the corporation for breach of a director's fiduciary duties, subject to certain limitations. Section 317 of the California General Corporation Law requires a corporation to indemnify its directors and other agents to the extent they incur expenses in successfully defending lawsuits brought against them by reason of their status as directors or agents. Section 317 also permits a corporation to indemnify its directors and other agents to a greater extent than specifically required by law.
Our Articles of Incorporation, as amended, eliminate the personal liability of directors of the Company for monetary damages to the fullest extent permissible under California law. Our Bylaws require that our company, to the maximum extent permitted by California law, indemnify each of our agents against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact such person is or was an agent of Tank. The term "agent" includes any person who (i) is or was a director, officer, employee or other agent of Tank; (ii) is or was serving at the request of Tank, as a director, officer, employee or agent of another business entity; or (iii) was a director, officer, employee or agent of a corporation which was a predecessor corporation of Tank or of another enterprise at the request of such predecessor corporation.
The effect of these provisions in our Articles of Incorporation and Bylaws is to eliminate our ability and that of our shareholders (through shareholder derivative suits) to recover monetary damages against a director except as limited by California law. These provisions do not limit or eliminate the rights of Tank or those of any shareholder to seek non-monetary relief. In any proceeding arising by reason of the fact a person is or was an agent of Tank, the agent will be indemnified if he or she acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful. There can be no indemnification with respect to any matter as to which the agent is adjudged to be liable to Tank, unless and only to the extent that the court in which such proceeding was brought determines upon application that, in view of all of the circumstances of the case, the agent is fairly and reasonably entitled to indemnity for expenses as the court shall deem proper.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
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ITEM 8. EXHIBITS
Reference is made to the Exhibit Index.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a) (3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the high or low end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) To include any additional or changed material information on 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 (a) (1) (i) and (a) (1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission 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, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the 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.
(b) The undersigned Registrant hereby undertakes 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 offering thereof.
(c) 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 the foregoing provisions, 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 Securities 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 controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Monte, State of California, on this 2nd day of April, 2007.
TANK SPORTS, INC.
By:/s/ Jing Jing Long
Jing Jing Long
Its: Principal Executive Officer
By:/s/ Jing Jing Long
Jing Jing Long
Its: Principal Financial Officer
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/Jing Jing Long | Director | April 2, 2007 |
| Jing Jing Long | ||
| /s/Jiangyong Ji | Director | April 2, 2007 |
| Jiangyong Ji | ||
| /s/Jim Ji | Director | April 2, 2007 |
| Jim Ji |
EXHIBIT INDEX
| Exhibit Number | Description |
| 5.1 | Opinion and Consent of Counsel |
| 10.1 | 2007 Employees/Consultants Common Stock Compensation Plan |
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