UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Playandwin, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-039116
(State of Incorporation) (I.R.S. Employer ID No.)
7050 Weston Rd., Vaughn, Ontario, Canada L4L 8G7
(Address of Principal Executive Offices) (Zip Code)
Legal Services Plan
(Full title of the Plan)
Chapman & Flanagan, Ltd.
777 N. Rainbow Blvd., Suite 390
Las Vegas, NV 89107
(Name and address of agent for service)
(702) 650-5660
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share (1)
Common 200,000 $0.057 $11,400.00 $ 2.85
Stock Shares
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated as the average of the bid and asked prices on
June 13, 2001.
Part I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to various
individuals for legal and consulting services performed on the
Company's behalf. This issuance of shares is being made pursuant
to a Legal Services Plan (the "Plan") adopted by the Board of
Directors on November 1, 2000. The Board has equated this number
of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder will not be subject to any resale restrictions.
The Plan is not qualified under ERISA. The following individuals
will receive the number of shares listed next to their names:
Daniel G. Chapman 100,000 for legal services
Sean P. Flanagan 100,000 for legal services
Item 2. Registrant Information and Employee Plan Annual
Information
The participants shall be provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
Incorporated by reference into this Registration Statement are
the contents of the Company's Annual Report on Form 10-KSB for
the year ended February 28, 2001. All documents filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended,
after the date of this Registration Statement and prior to the
termination of the offering shall be deemed to be incorporated by
reference into this Registration Statement and to be a part
hereof from the date of filing of such 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. The Company
will provide without charge to each person to whom a copy of this
Registration Statement is delivered, on the written or oral
request of such person, a copy of any or all of the documents
referred to above which have been or may be incorporated by
reference into this Registration Statement, other than certain
exhibits to such documents. Requests for such copies shall be
directed to Playandwin, Inc., 7050 Weston Rd., Vaughn, Ontario,
Canada L4L 8G7, telephone (905) 850-3940.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interest of Named Experts and Counsel.
The shares being registered herein are being issued to the
Registrant's attorneys for services provided to the Registrant.
Neither the Registrant's Accountants nor any other experts named
in the registration statement has any equity or other interest in
the Registrant.
Item 6. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
3.1a The exhibits, consisting of the Company's Articles of
Incorporation, are attached to the Company's Amended Form
10-SB, filed on May 31, 2000. These exhibits are
incorporated by reference to that Form.
3.1b The Company's Certificate of Change Pursuant NRS 78.209
is hereby incorporated by reference to exhibit 3.1b as
filed on October 24, 2000.
3.2 The exhibits, consisting of the Company's Bylaws are
attached to the Company's Amended Form 10-SB, filed on
May 10, 1999. These exhibits are incorporated by
reference to that Form.
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
herewith.)
23.1 Consent of Stonefield Josephson, Inc. (Filed herewith.)
23.2 Consent of Counsel. (Included in Exhibit 5.1.)
Item 9. Undertaking.
The registrant makes the following undertakings:
(a) (1) (i) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this registration statement:
(ii) 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 indemnification is permitted to directors,
officers and controlling personas 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 the 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 of such corporation it is the
opinion of the SEC that any such indemnification is
against public policy.
SIGNATURES
The Registrant. 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,
thereunto duly authorize, in the City of Vaughn, Ontario, Canada,
on June 13, 2001.
(Registrant) Playandwin, Inc.
By (Signature and Title)
Stewart Garner,
President/Secretary/Treasurer/Director
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 date indicated.
Signature Title Date
/s/ Stewart Garner President, Secretary, June 13, 2001
Stewart Garner Treasurer, Director
/s/ Douglas McFadden Director June 13, 2001
Douglas McFadden
/s/ John Simmonds Director June 13, 2001
John Simmonds
PART III
INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT
5 Opinion re: Legality
23.1 Consent of Chapman & Flanagan, Ltd.
(contained in Exhibit 5)
23.2 Accountant's Consent