UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
KIWI NETWORK SOLUTIONS, INC.
F/K/A KOALA INTERNATIONAL WIRELESS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 76-0616468
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(State of Incorporation) (I.R.S. Employer ID No.)
2929 East Commercial Blvd. Suite 610, Ft. Lauderdale, FL 33308
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(Address of Principal Executive Offices) ( Zip Code)
2004(A) Consultant Stock Compensation Plan
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(Full title of the Plan)
Robert C. Hackney
Robert C. Hackney Professional Limited Company
11891 U.S. Highway 1, Suite 100
North Palm Beach, FL 33408
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(Name and address of agent for service)
(561) 776-8600
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(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
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Title of Maximum Proposed Proposed Amount of
Securities Amount Maximum Aggregate Registration
to be to be Offering Offering Fee
Registered Registered Price Per Price
Share (1)
Common Stock, 12,100,000 $0.10 $1,210,000 $ 153.31
Par Value
$0.001
(1) Estimated solely for purposes of calculating the filing fees
and calculated pursuant to Rule 457(c) under the Securities Act
of 1933, as amended (the "Securities Act") based upon the average
of the bid and asked price as of February 10, 2004.
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to
various consultants for services performed on the Company's
behalf. This issuance of shares is being made pursuant to its
2004(A) Consultant Stock Compensation Plan (the "Plan") adopted
by the Board of Directors on February 10, 2004, and the
Independent Contractor/Consultant Agreements executed pursuant
thereto. The Board has equated this number of shares to the
value of the services provided or to be provided by these
employees. The Common Stock is not subject to any restriction on
transferability. The shares issued hereunder will not be subject
to any resale restrictions.
Recipients of shares (other than persons who are affiliates of
the Company within the meaning of the Securities Act of 1933, the
"Act"), may sell all or part of the shares in any way permitted
by law including sales in the over-the-counter market at prices
prevailing at the time of such sale. Shares registered hereunder
are being sold only to non-affiliates of the Company. An
affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the
Company may become subject to Section 16(b) of the Securities
Exchange Act of 1934 as amended (the Exchange Act) which would
limit their discretion in transferring the shares acquired in the
Company. If the individual who is not now an affiliate becomes an
affiliate of the Company in the future, he would then be subject
to Section I(b) of the Exchange Act
Item 2. Registrant Information and Employee Plan Annual
Information
The participants shall be provided a written statement
notifying them that upon written or oral request they will be
provided, without charge, (i) the documents incorporated by
reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to
Rule 428(b). The statement will inform the participants that
these documents are incorporated by reference in the Section
10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request
is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
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The following are hereby incorporated by reference:
1. The Registrant's registration statement on Form 10-SB
filed with the Commission on March 22, 2001;
2. The Registrant's annual report for the year ended September
30, 2003 filed with the Commission on January 22, 2004;
3. All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since the effective
date of its Form 10-SB; and
4. The description of the Registrant's Common Stock
contained in the Registrant's registration statement on Form
10-SB filed under the Exchange Act on March 22, 2001,
including any amendment or report filed for the purpose of
updating such description.
5. All documents filed with the Commission by the
Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold, are
deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing
of such documents.
6. Any statement contained herein or in a document, all or a
portion of which is incorporated or deemed to be incorporated
by reference shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document modifies
or supersedes such first statement. Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
No description of the class of securities (i.e. the $.001
par value Common Stock) is required under this item because the
Common Stock is registered under Section 12 of the Exchange Act.
Item 5. Interest of Named Experts and Counsel.
Not applicable,
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Item 6. Indemnification of Directors and Officers.
As authorized by Section 78.751 of the Nevada General
Corporation Law, the Registrant may indemnify its officers
and directors against expenses incurred by such persons in
connection with any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative
or investigative, involving such persons in their capacities as
officers and directors, so long as such persons acted in good
faith and in a manner which they reasonably believed to be in
the Registrant's best interests. If the legal proceeding,
however, is by or in the Registrant's right, the director or
officer may not be indemnified in respect of any claim, issue
or matter as to which he is adjudged to be liable for
negligence or misconduct in the performance of his duty to the
Registrant unless a court determines otherwise.
Under Nevada law, corporations may also purchase and
maintain insurance or make other financial arrangements on
behalf of any person who is or was a director or officer (or
is serving at the request of the corporation as a director or
officer of another corporation) for any liability asserted
against such person and any expenses incurred by him in his
capacity as a director or officer. These financial arrangements
may include trust funds, self-insurance programs, guarantees
and insurance policies.
The Registrant's articles of incorporation, as amended,
provide that its directors or officers shall not be personally
liable to the Registrant or any of its stockholders for
damages resulting from breaches of fiduciary duty as a
director or officer for acts or omissions, except for damages
resulting from acts or omissions which involve intentional
misconduct, fraud, a knowing violation of law, or the payment of
dividends in violation of the Nevada Revised Statutes.
The Registrant's bylaws provide for the indemnification
of officers and directors to the fullest extent possible under
Nevada Law, against expenses (including attorney's fees),
judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding, arising
by reason of the fact that such person is or was an agent of
the Registrant. The Registrant is also granted the power, to the
maximum extent and in the manner permitted by the Nevada
Revised Statutes, to indemnify each of its employees and
agents (other than directors and officers) against expenses
(including attorneys' fees), judgments, fines, settlements and
other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such
person is or was the Registrant's agent.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
5.1. Opinion of Robert C. Hackney Professional Limited
Company
10.1 2004(A) Consultant Stock Compensation Plan
10.2 Form of Independent Contractor/Consulting Agreement
23.3 Consent of Robert C. Hackney Professional Limited
Company (see Exhibit 5.1)
24. Power of Attorney (included on signature page)
Item 9. Undertakings.
The registrant makes the following undertakings:
A. (i) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
(ii) 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;
(iii) 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.
(iv) 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.
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 Act and is therefore,
unenforceable. In the event that indemnification is
permitted to directors, officers and controlling personas 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
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of the 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 of such
corporation it is the opinion of the SEC that any such
indemnification is against public policy.
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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 Ft. Lauderdale, Florida on
February 10, 2004.
KIWI NETWORK SOLUTIONS, INC.
/S/Bradley Wilson
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By: Bradley Wilson
Its: President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints
Bradley Wilson, as his true and lawful attorney-in-fact
and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-
effective amendments) to this Registration Statement on Form S-
8 of KIWI Network Solutions, Inc., and to file the same, with
all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, grant
unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the foregoing, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following
persons in the capacities and on the dates stated.
Signature Title Date
/s/ Brad Wilson
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Brad Wilson President/Director February 10, 2004
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/s/ Derek Pepler
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Derek Pepler Director February 10, 2004
/s/ Lorne Catling
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Lorne Catling Director February 10, 2004
/s/ David Dean Tews
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David Dean Tews Director February 10, 2004
/s/ Richard L. Rumpf
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Richard L. Rumpf Director February 10, 2004
EXHIBIT INDEX
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Exhibit Number Description
5.1 Opinion of Robert C. Hackney
Professional Limited Company
10.1 2004(A) Consultant Stock Compensation Plan
10.2 Form of Independent Contractor/Consulting Agreement
23.3 Consent of Robert C. Hackney Professional Limited
Company (see Exhibit 5.1)
24. Power of Attorney (included on signature page)
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AFFIDAVIT
I, Bradley Wilson, president of KIWI Network Solutions,
Inc., a corporation organized and existing under the laws of
the State of Nevada, (the "Company"), do hereby certify that:
1. I have thoroughly examined and fully understand
the S-8 Registration Statement prepared on behalf of the
Company and dated February 10, 2004, (the "Registration
Statement") which registers shares of Common Stock of the
Company.
2. I have read and fully understand the provisions
related to use of Form S-8 and believe that such form is
available for registration of common stock of the Company.
3. The Registration Statement does not include any
untrue statement of material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein not misleading. All statements of
material fact contained in the Registration Statement are
true, correct and complete.
5. The Consultants/Advisors whose shares are
registered on the S-8 will provide bona fide services to the
Company.
6. The Consultants and Advisors are natural persons.
7. The services provided by the Consultants and Advisors
are not in connection with the offer or sale of securities in a
capital-raising transaction, and do not directly or
indirectly promote or maintain a market for the Company's
securities.
8. To the best of my knowledge, the Securities being
registered on the S-8 are not being issued to the Consultants
as a conduit for distributing the Securities to the general
public.
9. The Company and/or it's Officers and Directors will
not receive, directly or indirectly and have no agreement to
receive any proceeds from the Consultants' resale of the
Securities registered on the S-8 .
10. The Company and/or it's Officers and Directors will
not control or direct the resale of the securities being issued
to the Consultants and registered on the S-8.
/s/ Bradley Wilson
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By: Bradley Wilson, President