As filed with the Securities and Exchange Commission on
September 23, 2004
Registration No. 000-24262
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WEST AFRICA GOLD, INC.
(Exact name of issuer as specified in its charter)
Wyoming
(State or other jurisdiction of
incorporation or organization)
91-1363905
(I.R.S. Employer Identification No.)
245 Park Avenue, 39th Floor, New York 10167
(Address of Principal Executive Offices) (Zip Code)
Consulting Shares Issued For Services
(Full title of the Plan)
Richard Axtell, President and CEO
West Africa Gold, Inc.
245 Park Avenue, 39th Floor
New York, New York 10167
(Name and address of agent for service)
(212) 672-1878
copies to:
Anslow & Jaclin, LLP
4400 Route 9, 2nd Floor
Freehold, NJ 07728
(732) 409-1212
Approximate date of commencement of proposed sale to the public: Upon the
effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Proposed
Title of Maximum maximum Proposed
securities Amount Offering aggregate Amount of
to be to be price per offerin registration
registered registered share(1)(2) price fee (1)
- ---------- ---------- ----------- ----- -------
Common Stock 300,000,000 (3) $ .02 $6,000,000 $760
$.001 par value
(1) The fee with respect to these shares has been calculated pursuant to rules
457(h) and 457(c) under the Securities Act of 1933 and based upon the average of
the last price per share of our common stock on September 20, 2004, a
date within five (5) days prior to the date of filing of this registration
statement, as reported by the OTC Electronic Bulletin Board.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) Represents the maximum amount of shares that may be issued under the
consulting agreement with Stephen Lumb.
(5) This registration statement shall also cover any additional shares of common
stock which become issuable pursuant to this registration statement by reason of
any stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which results in an
increase in the number of the registrant's outstanding shares of common stock.
Documents Incorporated by Reference X Yes No
PART II
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference in this registration
statement and made a part hereof:
(a) Our Form 10-SB for Current Reports (and all amendments thereto)
and all Exhibits thereto filed pursuant to Section 12(g) of the Exchange Act of
1934, as amended (the "1934 Act") (File No. 000-26175);
(b) Our Annual Report on Form 10-K for the year ended December 31, 2003
and filed pursuant to Section 15(d) of the 1934 Act.
(c) Our Quarterly Report on Form 10-Q for the quarters ended June 30, 2004,
March 31, 2004 and September 30, 2003 filed pursuant to Section 15(d) of the
1934 Act.
(d) All other documents filed by us after the date of this registration
statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the
date hereof and prior to the filing of a post-effective amendment to the
registration statement which indicates that all securities offered have been
sold or which de-registers all securities then remaining in the registration
statement and to be part thereof from the date of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Our certificate of incorporation and by-laws provide that we shall indemnify to
the fullest extent permitted by Wyoming law any person whom we may indemnify
thereunder, including our directors, officers, employees and agents. Such
indemnification (other than as ordered by a court) shall be made by us only upon
a determination that indemnification is proper in the circumstances because the
individual met the applicable standard of conduct i.e., such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to our
best interest. Advances for such indemnification may be made pending such
determination. Such determination shall be made by a majority vote of a quorum
consisting of disinterested directors, or by independent legal counsel or by the
stockholders. In addition, our Certificate of Incorporation provides for the
elimination, to the extent permitted by Wyoming law, of personal liability of
our directors and our stockholders for monetary damages for breach of fiduciary
duty as directors.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "1933 Act") may be permitted to our directors, officers
and controlling persons pursuant to the foregoing provisions, or otherwise, we
have 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 us of expenses incurred or
paid by a director, officer or controlling person of us 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, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Number Description
4.1 Agreement between Stephen Lumb and us dated September 15, 2004.
5.1 Consent and Opinion of Anslow & Jaclin, LLP.
23.1 Consent of Mark Bailey & Company, Ltd
Item 9. Undertakings.
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:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933.
(b) To reflect in the prospectus any facts or events arising after the effective
date of the 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 the Registration Statement; and
(c) 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.
Provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by this paragraph is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the 1933 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 such 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.
(4) That, for purposes of determining any liability under the 1933 Act, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the 1934 Act) 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.
(5) 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
1934 Act; and, where interim financial information required to be presented by
Item 310(b) of Registration S-B is 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.
(6) To deliver or cause to be delivered with the prospectus to each employee to
whom the prospectus is sent or given, a copy of the Registrant's annual report
to stockholders for its last fiscal year, unless such employee otherwise has
received a copy of such report, in which case the registration shall state in
the prospectus that it will promptly furnish, without charge, a copy of such
report on written request of the employee. If the last fiscal year of the
Registrant has ended within 120 days prior to the use of the prospectus, the
annual report of the Registrant for the preceding fiscal year may be so
delivered, but within such 120-day period the annual report for the last fiscal
year will be furnished to each such employee.
(7) To transmit or cause to be transmitted to all employees participating in the
Plans who do not otherwise receive such material as stockholders of the
Registrant, at the time and in the manner such material is sent to its
stockholders, copies of all reports, proxy statements and other communications
distributed to its stockholders generally.
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, there unto duly
authorized, in the City of New York, State of New York, on September 22, 2004.
WEST AFRICA GOLD, INC.
BY: /s/ Richard Axtell
------------------
Richard Axtell
Chairman, Chief Executive Officer
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signatures Date
/s/ Richard Axtell September 22, 2004
- -------------------
Richard Axtell
Chairman, Chief Executive Officer
and Chief Financial Officer