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As filed with the Securities and Exchange Commission on September 21, 2006
Registration Number: 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IRON STAR DEVELOPMENT, INC.
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(Exact name of Registrant as specified in Charter)
Utah 87-0427336
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(State of Incorporation) (I.R.S. Employer I.D. Number)
41-40 Union Street, Suite 6J, Flushing, NY 11355
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(Address of Principal Executive Offices)
2006 STOCK AND STOCK OPTION PLAN
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(Full Title of Plan)
Ming Liu
Iron Star Development, Inc.
41-40 Union Street, Suite 6J
Flushing, NY 11355
(718) 359-2682
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(Name, Address and Telephone Number of Agent for Service)
Copy to:
ROBERT BRANTL, ESQ.
52 Mulligan Lane
Irvington, NY 10533
(914) 683-3026
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate
to be Amount to Price per Offering Amount of
Registered be Registered(1) Share (2) Price (2) Registration Fee
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Common Stock, 10,000 shares $1,000.70 $10,007,000 $1,070.75
$.001 par value
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(1) This Registration Statement also covers an indeterminable number of
additional shares that may be issued as a result of an adjustment in the
shares in the event of a stock split, stock dividend or similar capital
adjustment, as required by the Plan.
(2) The price stated is estimated solely for purposes of calculation of the
registration fee and is the product resulting from multiplying 10,000
shares by $1,000.70, the average of the high bid and low asked price for
the Common Stock reported on the OTC Bulletin Board as of September 20,
2006.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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Iron Star Development Corporation is incorporating by reference the
following documents previously filed with the Securities and Exchange
Commission:
(a) Iron Star Development's Current Report on Form 8-K dated June 29,
2006;
(b) Iron Star Development's Quarterly Report on Form 10-QSB for the
quarter ended June 30, 2006;
(c) Iron Star Development's Current Report on Form 8-K dated August 16,
2006; and
(d) the description of Iron Star Development's Common Stock contained
in Amendment No. 1 to its Registration Statement on Form 10SB (No.
000-51012) that was filed on December 15, 2004.
Iron Star Development is also incorporating by reference all documents
hereafter filed by Iron Star Development pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Robert Brantl, Esq., counsel to Iron Star Development, has passed upon
the validity of the shares registered pursuant to this Registration Statement.
Mr. Brantl holds no interest in the securities of Iron Star Development.
Item 6. Indemnification of Directors and Officers.
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The Articles of Incorporation of Iron Star Development, Inc. provide
that Iron Star Development will indemnify its directors and officers to the
fullest extent possible in accordance with applicable Utah law.
Sections 902 and 907 of the Utah Revised Business Corporation Act
authorizes a corporation to provide indemnification to a director, officer,
employee or agent of the corporation who is made a party to a proceeding because
he is or was a director, officer, employee or agent of the corporation if his
conduct was in good faith, he reasonably believed his conduct to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful, and except that a corporation may not indemnify a person in connection
with a proceeding in which the person is adjudged liable to the corporation or
in connection with a proceeding in which the person is adjudged liable on the
basis that he derived an improper personal benefit.
Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to our directors, officers or controlling persons pursuant
to the foregoing provision or otherwise, we have been advised that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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4.1 2006 Stock and Stock Option Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Zhong Yi (Hong Kong) C.P.A. Company Limited
23.2 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
Exhibit 5.
Item 9. Undertakings.
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Iron Star Development 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 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;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 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 this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Iron Star Development pursuant to the provisions of the Utah Revised Business
Corporation Act or otherwise, Iron Star Development 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 Iron Star Development of expenses incurred or paid by a
director, officer or controlling person of Iron Star Development 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, Iron Star Development 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
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Pursuant to the requirements of the Securities Act of 1933, Iron Star
Development Corporation 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, in the City of Harbin, Province of Heilongjiang, People's
Republic of China on the 21st day of September, 2006.
IRON STAR DEVELOPMENT, INC.
By: /s/ Tian Ling
Tian Ling, 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 indicated on September 21, 2006.
/s/ Tian Ling
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Tian Ling, Director,
Chief Executive Officer
/s/ Du Song
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Du Song, Director,
Chief Financial and Accounting Officer
/s/ Xie Guihong
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Xie Guihong, Director
/s/ Lao Chengxu
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Lao Chengxu, Director
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