UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1934
Golden Spirit Gaming Ltd.
(Exact name of Registrant as specified in its charter)
Delaware 333-101068 52-2132622
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification Number)
Suite #806-1288 Alberni Street
Vancouver, B.C. Canada V6E 4N5
(Address, including zip code, and telephone numbers, including area code)
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STOCK INCENTIVE AND OPTION PLAN
(Full title of Amended Plan)
Robert Klein
Suite # 806
1288 W. Georgia Street
Vancouver, B.C., Canada , V6E 4N5
(Name and address of agent for service)
(604) 664-0484
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered Offering price per aggregate offering registration fee
(1) share (2) price (2)
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Common stock (1) 18,000,000 $ 0.016 $ 288,000 $ 30.82
(1) In addition, pursuant to Rule 416 (c) under the Securities Act of 1933 as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests (up to a maximum of 18,000,000 shares) to be
offered or sold pursuant to the stock incentive and option plan (s) described
herein.
(2) Estimated pursuant to Rule 457 (h) (1) under the Securities Act, solely for
the purpose of calculating the registration fee, based upon the last over-the-
counter sale reported on January 20, 2006.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b) (1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1934 (the "Securities Act"). Such document(s) are not
being filed with the Commission, but constitute (along with the documents
incorporated by reference into the Registration Statement pursuant to Item 2 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 2. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by the Company with the
Commission are hereby incorporated by reference into this Registration
Statement:
1. The registrant's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004.
2. The registrant's Annual Report on Forms 10-KSB/A for the fiscal year ended
December 31, 2004.
3. The registrant's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2005.
4. The registrant's Quarterly Report on Form 10-QSB for the quarter ended June
30, 2005.
5. The registrant's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2005.
All of the above documents and documents subsequently filed by the Company with
the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein 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 and the Prospectus.
All documents incorporated by reference herein will be made available to all
participants in the Stock Incentive and Option Plan without charge, upon written
or oral request. Other documents required to be delivered to participants
pursuant to Rule 428(b) (1) under the Securities Act of 1934 are also available
without charge, upon written or oral request. All requests for documents shall
be directed to:
Golden Spirit Gaming Ltd.
Suite # 806 - 1288 Alberni Street
Vancouver, B.C., Canada
V6E 4N5
(604) 664-0484
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Delaware law permits a company to indemnify its directors and officers, except
for any act of dishonest. Golden Spirit Gaming Ltd. has provided in its By-Laws
that the directors and officers of Golden Spirit Gaming Ltd. will be indemnified
and secured harmless to the full extent permitted by law out of the assets of
Golden Spirit Gaming Ltd. from and against all actions, costs, chares, losses,
damages and expenses incurred by reason of any act done, concurred in or omitted
in or about the execution of their duties or supposed duties, other than in the
case of any fraud or dishonesty. In addition, Golden Spirit Gaming Ltd. has
provided in its By-Laws that each shareholder of Golden Spirit Gaming Ltd.
agrees to waive any claim or right of action, individually or in the right of
Golden Spirit Gaming Ltd. against any director or officer of Golden Spirit
Gaming Ltd. on account of any action taken by such director or officer.
Delaware law also permits Golden Spirit Gaming Ltd. to purchase insurance for
the benefit of its directors and officers against any liability incurred by them
for the failure to exercise the requisite care, diligence and skill in the
exercise of their power and the discharge of their duties, or indemnifying them
in respect of any loss arising or liability incurred by them by reason of
negligence, default, breach of duty or breach of trust.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
EXHIBIT NO. DESCRIPTION
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4.1 Stock Incentive and Option Plan
4.2 Incentive Stock Option Agreement
5.1 Opinion of Michael S. Krome, P.C.
23.1 Consent of Dale Matheson, Carr-Hilton, LaBonte Chartered Accountants
23.2 Consent of Michael S. Krome, P.C. (included in exhibit 5.1)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company 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: (i) include any
prospectus required by Section 10(a) (2) of the Securities Act; (ii) reflect in
the prospectus any facts or events arising after the effective date of the
Registration Statement 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; and (iii) 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 provisions
(i) and (ii) of this undertaking do not apply if 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 Company
pursuant to the Exchange Act that are incorporated by reference into the
Registration Statement;
(2) That, for the purpose of determining any liability under the Securities Act,
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; and
(3) To remove from registration by means of post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plans annual report pursuant to Section 15
(d) of the Exchange Act) 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
may be permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and, is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person 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 Company 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 1934, 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
authorized.
Golden Spirit Gaming Ltd.
By: /S/ Robert Klein
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Robert Klein
President and Director
By: /S/ Carlton Parfitt
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Carlton Parfitt
Secretary and Director
Date: January 23, 2006