UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
D'Angelo Brands, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-039116
(State of Incorporation) (I.R.S. Employer ID No.)
14 Brewster Court, Brampton, Ontario Canada L6T 5B7
(Address of Principal Executive Offices) (Zip Code)
Consulting and Legal Services Plan
(Full title of the Plan)
Frank D'Angelo, President
14 Brewster Court
Brampton, Ontario Canada L6T 5B7
(Name and address of agent for service)
(905) 794-0335
(Telephone number, including area code, of agent for service)
With a copy to:
Chapman & Flanagan, Ltd.
777 N. Rainbow Blvd., Suite 390
Las Vegas, NV 89107
(702) 650-5660
Fax: (702) 650-5667
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 5,680,000 $0.23 $1,306,400 $120.19
Stock
(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
April 16, 2002.
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 consulting and legal services performed on the
Company's behalf. This issuance of shares is being made pursuant
to a Consulting and Legal Services Plan adopted by the Board of
Directors on December 19, 2001. 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 to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.
The consulting services for which these shares are being issued
are not in connection with any offer of sale of securities in a
capital-raising transaction and does not directly or indirectly
promote or maintain a market for the securities of the Company.
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 Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended February 28, 2001; the Company's Quarterly Report on Form
10-QSB for the periods ended May 31, 2001, August 31, 2001,
October 31, 2001, and January 31, 2002; the Company's Quarterly
Report on Form 10-QSB, as amended, for the periods ended May 31,
2001 and January 31, 2001; the Company's Current Report on Form 8-
K and Form 8-K/A filed on January 15, 2002, February 14, 2002,
and February 26, 2002. 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 Shareholder
Relations, D'Angelo Brands, Inc., 14 Brewster Court, Brampton,
Ontario Canada L6T 5B7, telephone (905) 794-0335.
Item 4. Description of Securities.
Not applicable.
Item 5. Interest of Named Experts and Counsel.
1. The financial statements incorporated in this registration
statement by reference to the Company's Annual Report on Form 10-
KSB for the year ended February 28, 2001 have been incorporated
in reliance on the report of Stonefield Josephson, Inc.,
Certified Public Accountants, on the authority of that firm as
experts in auditing and accounting. The auditor named in this
prospectus as having prepared or certified any part of it was not
employed on a contingency basis, or had, or is to receive, in
connection with the offering, an interest in the Company or any
of its parents or subsidiaries. Nor were they connected with the
Company or any of its parents or subsidiaries as a promoter,
managing or principal underwriter, voting trustee, director,
officer, or employee.
2. The legality of the shares of Common Stock offered hereby
has been passed upon for the Company by Chapman & Flanagan, Ltd.
A portion of the shares being registered herein are being issued
to the Registrant's attorneys in such law firm for services
provided to 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.
Exhibit Number Description
4.1 The Company's Articles of Incorporation, which
define the rights of holders of the equity
securities being registered. (Incorporated by
reference to Exhibit 3.1a of the Company's Amended
Form 10-SB filed on May 31, 2000.)
4.2 The Company's Certificate of Change in Authorized
Shares Pursuant to NRS 78.209, which define the
rights of holders of the equity securities
registered. (Incorporated by reference to Exhibit
3.1b of the Company's quarterly report on Form 10-
QSB filed on October 24, 2000.)
4.3 The Company's Certificate of Change in Authorized
Shares Pursuant to NRS 78.209, which define the
rights of holders of the equity securities
registered. (Incorporated by reference to Exhibit
4.3 of the Company's registration statement on
Form S-8, filed on October 9, 2001.)
4.4 The Company's Restated By-Laws, which define the
rights of holders of the equity securities being
registered. (Incorporated by reference to Exhibit
4.4 of the Company's registration statement on
Form S-8, filed on October 9, 2001.)
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd.
(Filed herewith.)
23.1 Consent of Stonefield Josephson, Inc., Certified
Public Accountants. (Filed herewith.)
23.2 Consent of Merdinger, Fruchter, Rosen & Corso,
P.C. (Filed herewith.)
23.3 Consent of Solursh Feldman & Partners LLP. (Filed
herewith.)
23.4 Consent of Counsel. (Included in Exhibit 5.1.)
Item 9. Undertaking.
The registrant makes the following undertakings
a)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;
ii)to reflect any facts or events which, individually
or together, represent a fundamental change in the
information 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 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
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 Brampton, Ontario, Canada, on April 18, 2002.
(Registrant) D'Angelo Brands, Inc.
By (Signature and Title) /s/ Frank D'Angelo
Frank D'Angelo, President/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/ Frank D'Angelo President, Director April 18, 2002
Frank D'Angelo
/s/ Giuseppe D'Angelo Director April 18, 2002
Guiseppe D'Angelo
/s/ Stewart Garner Director April 18, 2002
Stewart Garner
/s/ Patricia Domi Director April 18, 2002
Patricia Domi
/s/ T. Hurdman Director April 18, 2002
T. Hurdman
PART III
INDEX TO EXHIBITS
Exhibit Number Description
4.1 The Company's Articles of Incorporation, which
define the rights of holders of the equity
securities being registered. (Incorporated by
reference to Exhibit 3.1a of the Company's Amended
Form 10-SB filed on May 31, 2000.)
4.2 The Company's Certificate of Change in Authorized
Shares Pursuant to NRS 78.209, which define the
rights of holders of the equity securities
registered. (Incorporated by reference to Exhibit
3.1b of the Company's quarterly report on Form 10-
QSB filed on October 24, 2000.)
4.3 The Company's Certificate of Change in Authorized
Shares Pursuant to NRS 78.209, which define the
rights of holders of the equity securities
registered. (Incorporated by reference to Exhibit
4.3 of the Company's registration statement on
Form S-8, filed on October 9, 2001.)
4.4 The Company's Restated By-Laws, which define the
rights of holders of the equity securities being
registered. (Incorporated by reference to Exhibit
4.4 of the Company's registration statement on
Form S-8, filed on October 9, 2001.)
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd.
(Filed herewith.)
23.1 Consent of Stonefield Josephson, Inc., Certified
Public Accountants. (Filed herewith.)
23.2 Consent of Merdinger, Fruchter, Rosen & Corso,
P.C. (Filed herewith.)
23.3 Consent of Solursh Feldman & Partners LLP. (Filed
herewith)
23.4 Consent of Counsel. (Included in Exhibit 5.1.)