AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 24, 2002
REGISTRATION NO. 333-____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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Chopin Venture Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0492267
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
#203 2955 Gladwin Rd.
Abbotsford, British Columbia V2T 5T4
Canada
(Address of Principal Executive Offices, Including Zip Code)
Consulting Agreements
Legal Services Agreement
Deferred Compensation Agreement
(Full Title of the Plan)
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Daryl Desjardins
#203 2955 Gladwin Rd.
Abbotsford, British Columbia V2T 5T4, Canada
Tel. (604) 309-6644
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Iwona J. Alami, Esq.
Law Offices of Iwona J. Alami
120 Newport Center Drive, Suite 200
Newport Beach, California 92660
(949) 760-6880
CALCULATION OF REGISTRATION FEE
Proposed
Title of securities Amount Proposed Maximum Amount of
to be to be Maximum Offering Aggregate Registration
Registered Registered Price per share Offering Price Fee (1)
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Common Stock, 168,950(1) shares ($0.0019)(2) $321 $0
$0.0001 par value,
issuable under
Consulting
Agreements
Common Stock, 237,609(1) shares ($0.0019)(2) $451 $0
$0.0001 par value,
issuable under
Legal Services
Agreement
Common Stock, 274,441(1) shares ($0.0019)(2) $521 $0
$0.0001 par value,
issuable under
Deferred Services
Agreement
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(1) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable by reason of any stock dividend, stock split,
recapitalization, or other similar transaction effected without the receipt of
consideration which results in an increase in the number of outstanding shares
of Common Stock of the Registrant.
(2) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of the
book value of the Registrant's Common Stock ($0.0019) as of September 30, 2001.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Items 1 and 2 of Part I to be contained in the
Section 10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933 and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Chopin Venture Group, Inc. (the "Registrant")
are incorporated by reference:
(i) the Registrant's registration statement on Form 10-SB, as amended;
the Registrant's quarterly reports on Form 10-QSB for the quarters ended June
30, 2001 and September 30, 2001, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act");
(ii) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 10-SB, filed pursuant to Section
12(g) of the Exchange Act, including any amendment or report subsequently filed
by the Registrant for the purpose of updating that description.
In addition, any document filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date hereof, but prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all shares of the Registrant's
Common Stock registered hereunder have been sold or that deregisters all such
shares of Common Stock then remaining unsold, will be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the Common Stock offered hereby
will be passed upon for the Company by Law Offices of Iwona J. Alami, counsel to
the Company. Iwona J. Alami is entitled to 237,609 shares of Common Stock of the
Company for legal services rendered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada and the Company's Bylaws
provide for indemnification of the Company's Directors for liabilities and
expenses that they may incur in such capacities. In general, Directors and
Officers are indemnified with respect to actions taken in good faith in a manner
reasonably believed to be in, or not opposed to, the best interests of the
Company, and with respect to any criminal action or proceeding, actions that the
indemnitee had no reasonable cause to believe were unlawful. Furthermore, the
personal liability of the Directors is limited as provided in the Company's
Articles of Incorporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The Shares were issued for advisory and legal services rendered. These
sales were made in reliance of the exemption from the registration requirements
of the Securities Act of 1933, as amended, contained in Section 4(2) thereof
covering transactions not involving any public offering or not involving any
"offer" or "sale".
ITEM 8. CONSULTANTS AND ADVISORS.
The following consultants and advisors will be issued the Company's
Common Stock for their respective services, as specified below.
Lisa Hart* 150,000 shares Consulting services (business due diligence review;
analysis of acquisition targets etc.)
Fran Newman 1,770 shares EDGAR filing services
Sandra Newman 1,770 shares EDGAR filing services
Rick Van Eyke 410 shares Accounting consulting services
James France 5,000 shares Consulting services (analysis of acquisition target)
Richard Foringer 5,000 shares Consulting services (strategic business advice)
David Brill 5,000 shares Consulting services (corporate development services)
Iwona J. Alami 237,609 shares Legal services
Gerry Martin 274,441 shares Deferred compensation (as officer of the Registrant)
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* Ms. Hart is a sister of Mr. Martin.
ITEM 8. EXHIBITS
3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Opinion of counsel as to legality of securities being registered
10.1 Consulting Agreement with Lisa Hart
23.1 Consent of Haskell & White, LLP.
23.2 Consent of Legal Counsel (included in Exhibit 5).
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* Previously filed with the Securities Exchange Commission as exhibits to
registration statement on Form 10-SB, as amended.
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 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 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that is 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 Irvine, on January 24, 2002.
Chopin Venture Group, INC.
/s/ Daryl Desjardins
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By: Daryl Desjardins
Its: President
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 indicated.
/s/ Daryl Desjardins President and Director
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Daryl Desjardins
/s/ Gerry Martin Director
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Gerry Martin