SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
CYFIT WELLNESS SOLUTIONS, INC.
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(Exact name of issuer as specified in its charter)
Nevada 92-1985634
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
180 Commerce Drive
Happaugue, NY 11788
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(Address of principal executive offices)
CONSULTING AGREEMENT
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(Full title of the Plan)
Eugene Fernandez, President
CYFIT WELLNESS SOLUTIONS, INC.
180 Commerce Drive
Happaugue, NY 11788
631-951-0581
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(Name, address and telephone number of agent for service)
Approximate date of commencement of sales pursuant to the Plan: From time to
time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Securities Amount Proposed maximum
to be to be offering price Aggregate Registration
registered registered per share offering price fee
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Common stock 625,000 shares $.10 $62,500 $156.25
(a) Calculated in accordance with Rule 457(c) based on average of bid and
asked price on the OTC Bulletin Board on September 10, 2001.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents are incorporated by reference in the
registration statement:
(a) The registrant's latest annual report on Form 10-KSB, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to Rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.
(b) All other reports filed by the registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the annual report or the prospectus referred to in (a)
above.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
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 of this registration statement.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Reference is hereby made to the provisions of the Nevada General
Corporation Law which provides for indemnification of directors and officers
under certain circumstances.
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The Registrant's Certificate of Incorporation and Bylaws provide that
the Company shall, to the fullest extent permitted by the laws of the State of
Nevada, indemnify any director, officer, employee and agent of the corporation
against expenses incurred by such person by reason of the fact that he serves or
has served the corporation in such capacity.
Indemnification under the Company's Articles of Incorporation and
Bylaws is nonexclusive of any other right such persons may have under statute,
agreement, bylaw or action of the Board of Directors or shareholders of the
corporation.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The exhibits to the registration statement are listed in the Exhibit
Index elsewhere herein.
Item 9. Undertakings.
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(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 of 1933;
(ii) 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;
(iii) 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 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 registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
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(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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes 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 or Regulation S-X 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.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons or the registrant pursuant to the provisions described in Item 6, 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
proceedings) 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 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 is 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 or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in Happaugue, NY on September 12, 2001.
CYFIT WELLNESS SOLUTIONS, INC.
By: /s/ Eugene Fernandez
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Eugene Fernandez
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
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/s/ Eugene Fernandez Director September 12, 2001
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Eugene Fernandez
/s/ Edward R. Gulmi Director September 12, 2001
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Edward R. Gulmi
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EXHIBIT INDEX
No. Description
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5 Opinion of Joel Bernstein, Esq., P.A.
23 Consent of Accountant
23.1 Consent of Accountant
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