AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 22, 2005
REGISTRATION NO. _____________
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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TIME LENDING, CALIFORNIA, INC.
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 33-0730042
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1040 E. Katella Ave., Suite B1
Orange, California 92867
(Address of Principal Executive Offices, Including Zip Code)
2005 EQUITY COMPENSATION PLAN
(Full Title of the Plan)
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Michael F. Pope, President
Time Lending, California, Inc.
1040 E. Katella Ave., Suite B1
Orange, California 92867
(714) 288-5901
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Iwona J. Alami, Esq.
Law Offices of Iwona J. Alami
620 Newport Center Drive, Suite 1100
Newport Beach, California 92660
(949) 760-6880
CALCULATION OF REGISTRATION FEE
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities Registered(1) Offering Price Aggregate Offering Registration
to be per Share (1) Price (1) Fee
Registered
- --------------------------------------------------------------------------------
Common
Stock,
$0.001 par
value 500,000 $0.10 (1)(2) $50,000.00 $5.89
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Total 500,000 $5.89
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(1) In accordance with Rule 416 of the General Rules and Regulations under the
Securities Act of 1933 (the "General Rules"), there also are being
registered such indeterminate number of additional Common Shares as may
become issuable pursuant to anti-dilution provisions of the plan.
(2) Computed in accordance with Rule 457 under the Securities Act of 1933 solely
for purposes of calculating the registration fee based on the market price
of the Company's common stock as of March 21, 2005 of $0.10 per share.
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 Time Lending, California, Inc., Inc. (the
"Registrant") are incorporated by reference:
(i) the Registrant's registration statement on Form SB-2, as amended
and the Registrant's annual report on Form 10-KSB for the fiscal year ended June
30, 2004, quarterly report on Form 10-QSB for the period ended September 30,
2004, and quarterly report on Form 10-QSB for the period ended December 31, 2004
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 SB-2, filed under the Securities Act
of 1933, 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 a holder of 50,000 shares of common stock of the
Company pursuant to her retainer agreement with the Company.
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.
Not applicable
ITEM 8. EXHIBITS
*3.1 Articles of Incorporation of Time Lending, California, Inc.
*3.2 Bylaws of Time Lending, California, Inc.
*4.1 Specimen Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on Form SB-2).
4.2 2005 Equity Compensation Plan.
5 Opinion of Counsel as to the legality of securities being registered.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Legal Counsel (included in Exhibit 5).
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* Previously filed with the Securities Exchange Commission in the Registration
Statement on Form SB-2 (file number 333-59119) and subsequent amendments to such
Registration Statement.
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 the City of Orange, California, on March 15, 2005.
TIME LENDING CALIFORNIA, INC.
By:/s/ Michael F. Pope
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Michael F. Pope
President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this Form
SB-2 registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Michael F. Pope President and Director(Principal March 15, 2005
- --------------------- Executive Officer)
Michael F. Pope
/s/ Philip C. La Puma Chief Financial Officer and Director March 15, 2005
- --------------------- (Principal Accounting Officer)
Philip C. La Puma