SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
NET MASTER CONSULTANTS, INC.
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
TEXAS 76-027334
------------- -------------
(State or other jurisdiction of (IRS Employer ID No.)
incorporation or organization)
1818-1177 West Hastings Street, Vancouver, B.C., Canda V6E 2K3
- -------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Consulting Services Agreement
- -------------------------------------------------------------------------------
(Full Title of the Plan)
James David Sifford, II, 3131 S.W. Freeway, Suite 42, Houston, TX 77098
- -------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(713) 666-2783
- -------------------------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
===============================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
- -------------------------------------------------------------------------------
Common Stock 687,500 $.08 $55,000.00 $100.00 (1)
===============================================================================
(1) Calculated pursuant to Rule 457.
===============================================================================
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by 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.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by 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.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000 and the Form 10-QSB's for fiscal quarters ended
March 31, 2001 and June 30, 2001.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the
date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
de-registers all securities covered hereby then remaining unsold shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents, except as to any portion of any future Annual
or Quarterly Report to Stockholders which is deemed to be modified or
superseded for purposes of this Registration Statement to the extent that such
statement is replaced or modified by a statement contained in a subsequently
dated document incorporated by reference or contained in this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Securities are registered under Section 12(g) of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS:
Article 2.02-1 of the Texas Business Corporation Act (the "Act") provides
that a corporation may indemnify its present or former directors, officers,
employees, agents and other persons in accordance with the procedure contained
in the Act.
The Company's Articles of Incorporation provide: "Each Director and
officer or Former Director or officer or any person who may have served at the
request of this corporation as a Director or officer of another corporation in
which this corporation owns shares of capital stock or of which this
corporation is a creditor (and their heirs, executors, and administrators) may
be indemnified by the corporation against reasonable costs and expenses
incurred by him in connection with any action, suit, or proceeding to which he
may be made a party by reason of his being or having been such Director or
officer, except in relation to any actions, suits, or proceedings in which he
has been adjudged liable because of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office, or in the event of a settlement, each Director and officer (and his
heirs, executors, and administrators) may be indemnified by the corporation
against payments made, including reasonable costs and expenses, provided that
such indemnity shall be conditioned upon the prior determination by a
resolution of two-thirds (2/3) of those members of the Board of Directors of
the corporation who are not involved in the action, suit,, or proceeding that
the Director or officer has no liability by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of his office, and proved further that if a majority of the members of
the Board of Directors of the corporation are involved in the action, suit, or
proceedings, such determination shall have been made by a written opinion of
independent counsel. Amount paid in settlement shall not exceed costs, fees,
and expenses which would have been reasonable incurred if the action, suit, or
proceeding had been litigated to a conclusion. Such a determination by the
Board of Directors, or by independent counsel, and the payments of amounts by
the corporation on the basis thereof shall not prevent a shareholder from
challenging such indemnification by appropriate legal proceedings on the
grounds that the person indemnified was liable to the corporation or its
security holders by reason of willful misfeasance, bad faith, gross negligence,
or reckless disregard of the duties involved in the conduct of his office.
The foregoing rights and indemnification shall not be exclusive of any other
rights to which the officers and Directors may be entitled according to law."
The Company's By-Laws provide: "The Corporation shall indemnify its
present or former Directors and officers, employees, agents and other persons
to the fullest extent permissible by, and in accordance with the procedures
contained in, Article 2.02-1 of the Texas Business Corporation Act. Such
indemnification shall not be deemed to be exclusive of any other rights to
which a director, officer, agent or other person may be entitled, consistent
with law, under any provision of the Articles or Incorporation or By-Laws of
the Corporation, any general or specific action of the Board of Directors, the
terms of any contract, or as many be permitted or required by common law."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The following is a list of exhibits filed as part of the Registration
Statement:
5.1 Opinion of Carmine J. Bua, III, Esq. regarding the
legality of the securities registered hereunder.
23.1 Consent of Grant Thornton, LLP, Chartered Accountants.
23.2 Consent of Counsel (included as part of Exhibit 5.1).
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table
in the effective 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;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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 a 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 Act and
will be governed by the final adjudication of such issue.
===============================================================================
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 the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf of the undersigned, thereunto
duly authorized, in the City of Vancouver, British Columbia, on
August 17, 2001.
NET MASTER CONSULTANTS, INC.
BY: /S/ NORA COCCARO
----------------------------
NORA COCCARO
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- ------------------- --------------------- ---------------
/S/ NORA COCCARO Chairman of the Board August 17, 2001
- ------------------- President, Chief
NORA COCCARO Executive Officer, and
Treasurer (Principal
Financial and Accounting
Officer) and Secretary
===============================================================================
INDEX TO EXHIBITS
Sequentially
Exhibit Number Description
- -------------- -----------
5.1 Opinion of Carmine J. Bua, III, Esq.
regarding legality of the securities registered hereunder.
23.1 Consent of Grant Thornton, LLP, Chartered Accountants.
23.2 Consent of Counsel (included as part of
Exhibit 5.1.