UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-----------------------------------------------------
GSociety, Inc.
(Exact name of Registrant as specified in its charter)
-----------------------------------------------------
CAPITAL DEVELOPMENT GROUP
(Former name of Registrant)
Florida 33-1113777
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
555 NE 5th Street 15-CU
Miami, Florida 33156
(Address of Principal Executive Offices including zip code)
Compensation and Consulting Agreements
(Full name of the plans)
Paul Yates
555 NE 5th Street Suite 15-CU
Miami, Florida 33156
(Name and address of agent for service)
(323) 512-2920
(Telephone number, including area code, of agent for service)
Approximate Date of Commencement of Proposed Sales under the Plan:
As soon as practicable after this Registration Statement becomes effective
--------------------------------------------------------------------------
Total Number of Pages: 8
Exhibit Index begins on sequentially numbered page: 8
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Maximum Amount Maximum Amount of
to be to be Offering Aggregate Registration
Registered Registered Price per Share Offering Price Fee
$.0001 par 2,675,000 $1.00 (1) $2,675,000 $246.10
- --------
1 Pursuant to Rule 457(h), the maximum aggregate offering price (estimated
solely for the purpose of calculating the registration fee based upon the
average of the bid and asked price of the Registrant's Common Stock as of May
29, 2002): 2,675,000 shares with a value of $1.00 per share.
PART I
INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
Item 1. Plan Information.
Capital Development Group, Inc. has previously entered into agreements
with third party consultants and attorneys for the issuance of our common stock
in exchange for services these individuals provided. In consideration for the
services rendered and rendered to the Company we prepared this Form S-8
registration statement to provide for the issuance of shares, as described
below.
We have agreed to issue 2,675,000 shares for corporate consulting and
legal services to us as well as for the payment of compensation to attorneys.
Item 2. Registrant Information and Employee Plan Annual Information.
We shall provide consultants, officers, directors and attorneys,
without charge upon their written or oral request the documents incorporated by
reference herein in Item 3 of Part II of this Registration Statement. We shall
also provide the consultants and attorneys, without charge, upon their written
or oral request, with all other documents required to be delivered to them
pursuant to Rule 428(b) under the Act. Any and all such requests shall be
directed to us at our place of business as reflected in this Registration
Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated by reference into this
Registration Statement and made a part hereof:
(A) The Registrant's Annual Report on Form 10-KSB filed with the Commission on
April 15, 2002.
(B) The Registrant's Report filed on form 10-QSB for the quarter ending March
31, 2002, filed May 17, 2002.
(C) All other reports which may be filed by the Registrant pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act since the end of the
fiscal year covered by Registrant's Form 10-KSB for the year ended December 31,
2001, prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold.
Item 4. Description of Securities.
We are registering up to 2,675,000 shares of our common stock, par
value of $0.0001 per share. Each holder of our common stock is entitled to one
vote per share of common stock standing in such holder's name on our records on
each matter submitted to a vote of our stockholders, except as otherwise
required by law. Holders of our common stock do not have cumulative voting
rights so that the holders of more than 50% of the combined shares of our common
stock voting for the election of directors may elect all of the directors if
they choose to do so and, in that event, the holders of the remaining shares of
our common stock will not be able to elect any members to our board of
directors. Holders of our common stock are entitled to equal dividends and
distributions, per share, when, as and if declared by our board of directors
from funds legally available. Holders of our common stock do not have
pre-emptive rights to subscribe for any of our securities nor are any shares of
our common stock redeemable or convertible into any of our other securities. If
we liquidate, dissolve or wind up our business or affairs, our assets will be
divided up pro-rata on a share-for-share basis among the holders of our common
stock after creditors and preferred shareholders, if any, are paid.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Officers and Directors.
Our Articles of Incorporation as well as our By-Laws provide for the
indemnification of directors, officers, employees and agents of the corporation
to the fullest extent provided by the Corporate Law of the State of Florida.
Officers and directors of the Company may be indemnified by the company for
various actions and acts. The Company, in Article IX of its Articles of
Incorporation and Section 7 of the Company's Bylaws, has elected to provide for
the indemnification of officers and directors of the company. However, there is
no indemnification (a) In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or (b)
In connection with any other proceeding charging improper personal benefit to
the director in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director; or (c) Indemnification
permitted under this section in connection with a proceeding by or in the right
of the corporation is limited to reasonable expenses incurred in connection with
the proceeding.
These provisions do not limit or eliminate the rights of the Company or
any shareholder to seek non-monetary relief such as an injunction or rescission
in the event of a breach of a director's duty of care.
The Company's Articles require the Company to indemnify each director
and officer of the Company and his or her respective heirs, administrators, and
executors against all liabilities and expenses reasonably incurred in connection
with any action, suit, or proceeding to which he or she may be made a party by
reason of the fact that he or she is or was a director or officer of the
Company, to the full extent permitted by the laws of the state of Oregon now
existing or as such laws may hereafter be amended. The expenses of officers and
directors incurred in defending a civil or criminal action, suit, or proceeding
shall be paid by the Company as they are incurred and in advance of the final
disposition of the action, suit, or proceeding, upon receipt of an undertaking
by or on behalf of the director or officer to repay the amount if it is
ultimately determined by a court of competent jurisdiction that he or she is not
entitled to be indemnified by the Company.
The Company may, at the discretion of the board of directors, indemnify
any person who is or was a party or is threatened to be made party to any
threatened, pending, or completed action or suit by or in the right of the
Company to procure a judgment in its favor by reason of the fact that he or she
is or was a director, officer, employee, or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee, or agent
of another company, partnership, joint venture, trust or other enterprise,
against expenses, including attorney's fees, actually and reasonably incurred by
him or her in connection with the defense or settlement of the action or suit,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the Company, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such a person shall have been adjudged to be liable to the Company, unless
and only to the extent that the court in which the action or suit was brought
shall determine on the application that despite the adjudication of liability
but in the view of all circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as to the court deems proper.
The Company's Articles of Incorporation permit the Company to purchase
and maintain insurance on behalf of any Director, Officer, Agent or employee
whether or not the Company would have the power to indemnify such person against
the liability insured against.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits:
Pursuant to Item 601 of Rule S-K, the following Exhibits are annexed:
Exhibit I. See Exhibits in Exhibit Index following the Signature Page.
Item 9. Undertakings:
We hereby undertake:
(a) 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.
(b) To file, during any period in which offers or sales are being
made, a post- effective amendment to this Registration Statement.
(c) That for the purpose of determining any liability under the
Securities Act of 1933, as amended, 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.
(d) We hereby undertake that, for the purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of our
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.
(e) Insofar as indemnification for liabilities arising under the
Securities Act Of 1933, as amended, may be permitted to directors, officers, and
controlling persons of IRT Industries, Inc. pursuant to the foregoing
provisions, or otherwise, the we have 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 against such liabilities (other than payment by us of expenses paid or
incurred 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 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.
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the Miami, the state of Florida, on May 30, 2002.
GSociety, Inc.
/sPAUL YATES
-----------------------
By: Paul Yates
Title: Chairman
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registration Statements has been signed by the following persons in the
capacities and on the date indicated.
Dated: Miami, Florida
May 30, 2002
GSociety, Inc.
/s/PAUL YATES
-----------------------
By: Paul Yates
Title: Chairman
EXHIBIT INDEX
-------------
EXHIBIT NUMBER ITEM
- -------------- ----
5.1 Opinion regarding legality by Law Office of L. Van
Stillman, PA
23.1 Letter on audit report for 2001(consent of independent
auditors) SQUAR, MILNER, REEHL & WILLIAMSON, LLP,
Newport Beach, California