United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 000-30891
NETPARTS.COM, INC.
(Exact name of Registrant as specified in its charter)
Nevada 91-1980526
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
3131 Southwest Freeway #46, Houston TX 77098
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 521-9395
STOCK FOR SERVICES COMPENSATION PLAN
Luke C. Zouvas
attorney at law
34190 Sepulveda Avenue, Suite 200
Capistrano Beach CA 92624
phone (949) 487-7295 fax (949) 487-7285
(Agent for Service)
Dated: October 24, 2002
CALCULATION OF REGISTRATION FEE (1)(2)
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TITLE OF | AMOUNT TO | PROPOSED | PROPOSED | AMOUNT OF |
SECURITIES | BE REGISTERED | MAXIMUM | MAXIMUM | REGISTRATION|
TO BE | | OFFERING PRICE | AGGREGATE | FEE |
REGISTERED | | PER UNIT | OFFERING PRICE | |
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COMMON STOCK| 2,500,000 | $0.05 | $125,000.00 | $11.50 |
$0.001 | SHARES | PER SHARE | | |
PAR VALUE | | | | |
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(1) Estimated pursuant to Rule 457(c) and (h) of the Securities Act of 1933
solely for the purpose of calculating the registration fee and based on the
discounted price of 50% of the average of the bid price of the common stock on
the last trading date, as reported by the Over-The-Bulletin Board (OTCBB).
(2) Together with an indeterminate number of additional shares of common
stock which may be necessary to adjust the number of shares reserved for
issuance pursuant to the plan as a result of any future stock split, stock
dividend or similar adjustment of the outstanding common stock pursuant to Rule
416(c) of the Securities Act of 1933.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are
incorporated by reference as though fully set forth herein, and all documents
subsequently filed by this Registrant 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 de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the Registration Statement and a part hereof
from the date of filing of such documents:
(a) The Registrant's Form 10-KSB containing Audited Financial Statements
for the Registrant's last fiscal year;
(b) All other Reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act, since the end of the fiscal year covered by the Registrant's last
Annual Report; and
(c) The Issuer's Common Equity Voting Stock ("Common Stock") Registered
under Section 12(g) of the 1934 Act, as described in Form 10-SB. Each share is
entitled to one vote; all shares of the class share equally in dividends and
liquidation rights. Pursuant to the laws of Nevada a majority of all
shareholders entitled to vote at a shareholders meeting regularly called upon
notice may take action as a majority and give notice to all shareholders of such
action. No market presently exists for the securities of this Issuer.
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable. See Item 3(c).
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Luke C. Zouvas, Special
Securities Counsel for the Issuer, is also one of the service providers, and has
an indirect interest in the securities requested to be issued.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. There is no provision in the
Articles of Incorporation or the By-Laws, nor any Resolution of the Board of
Directors, providing for indemnification of Officers or Directors. We are aware
of certain provision of the Nevada Corporate Law which affects indemnity of
Officers or Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable. No restricted
securities are re-offered or resold pursuant to this Registration Statement.
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ITEM 8. EXHIBITS.
Exhibit 1 Opinion of Counsel
Exhibit 2 "Stock For Services Compensation Plan"
Exhibit 3 Consent of Auditor
Exhibit 4 Audited Financial Statements for the fiscal years ended
December 31, 2001. (Incorporated herein by reference from the Form 10-KSB
for the year ended December 31, 2001.)
ITEM 9. UNDERTAKINGS. Not Applicable.
SIGNATURES
THE REGISTRANT, pursuant to the requirements of the Securities Act of
1933, 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.
Dated: October 24, 2002
NETPARTS.COM, INC.
by
/s/Donald Jackson Wells /s/Joseph A. Kane
Donald Jackson Wells Joseph A. Kane
president/director secretary/treasurer/director
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EXHIBIT 1
OPINION OF COUNSEL
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LAW OFFICES OF
Luke C. Zouvas
phone (949) 487-7295 34190 Sepulveda Avenue Suite 200 fax (949) 487-7285
Capistrano Beach CA 92624
October 24, 2002
To the President and the
Board of Directors
NetParts.com, Inc.
3131 Southwest Freeway #46
Houston TX 77098
re: Opinion of Special Counsel
Dear President & Board of Directors:
You have requested my Opinion in connection with the filing of a 1933 Act
Registration on Form S-8 to compensate consultants in the maximum amount of
$125,000 in the form of 2,500,000 shares of common stock to be registered
thereby. The Issuer's Common Stock is Registered pursuant to section 12(g) of
the Securities Exchange Act of 1934.
It is my opinion that the securities proposed to be issued may be validly and
properly issued and that such an issuance would be lawful in all respects. The
stock for services compensation plan is not a "qualified plan" of any kind or
sort and is not qualified for any special tax treatment under State or Federal
Law. If and when issued, the securities would be and must be treated as the
equivalent of cash paid and received back as the purchase of securities. The
Securities would be issued in compensation for services at the indicated rate of
$0.05 per share for every $0.05 of services performed.
It is accordingly my opinion that the issuance requested is entitled to
registration on Form S-8.
I understand and consent to the use of this Opinion in connection with your
proposed filing of a 1933 Registration Statement on Form S-8.
Very Truly Yours,
/s/Luke C. Zouvas
William Stocker
special securities counsel
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EXHIBIT 2
STOCK FOR SERVICES COMPENSATION PLAN
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STOCK FOR SERVICES COMPENSATION PLAN
NETPARTS.COM, INC.
A NEVADA CORPORATION
THE BOARD OF DIRECTORS of NetParts.com, Inc. hereby adopts the following plan
for compensation of service providers with common stock in lieu of cash. This
Plan is adopted this date of June 3, 2002.
A. REASONS FOR THIS PLAN. This Corporation requires the services of
consultants and other various service providers to assist in the transition from
development stage to operational stage of its corporate business, and further in
the early operational stage with a view to achieving profitability; however,
this Corporation does not enjoy the ability to provide cash compensation for all
of its needs. It may be necessary, appropriate and desirable, from time to time,
to offer shares of common stock to services providers, either initially, to
secure necessary services, or later, to settle invoices and billings with stock
in lieu of cash.
B. THE PLAN. Accordingly, the Board of Directors of this Corporation may
compensate actual service providers with common stock in lieu of cash, in
accordance with the following provisions of this Plan, and this Plan is adopted
as corporate policy, until and unless rescinded by the Board.
1. REPORTING/NON-REPORTING STATUS. Different considerations apply to the
reporting or non-reporting status of the Corporation at the time of any proposed
issuance pursuant to this Plan. A "reporting company", as the term is used
herein, means either one with a class of securities registered under Sections
12(b) or 12(g), and also includes a company which reports in accordance with
Section 15(d) of the Securities Exchange Act of 1934, and further, in any case,
that such company is current in its annual and quarterly filing requirements,
and is not at such time subject to Comments by the Staff of the Commission with
respect to any such filing, or to any Registration Statement.
(A) IF THIS CORPORATION BE A REPORTING COMPANY, THE BOARD OF DIRECTORS MAY
ELECT TO OFFER SHARES PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT OF 1933,
OR PURSUANT TO SECTION 4(2) OF THE 1933 ACT, OR OTHER APPLICABLE EXEMPTION FROM
REGISTRATION, WITH SUCH RESTRICTION ON RESALE AS REQUIRED BY LAW OR RULE OF THE
COMMISSION, OR SUCH GREATER RESTRICTION AS MAY BE AGREED TO BY THE PARTIES.
(B) IF THIS CORPORATION BE A NON-REPORTING COMPANY, THE BOARD OF DIRECTORS
SHALL OFFER SHARES ONLY PURSUANT TO SECTION 4(2) OF THE 1933 ACT, AS RESTRICTED
SECURITIES AND NEW INVESTMENT SHARES, AS DEFINED BY RULE 144(A). OFFERS OR
ISSUANCES PURSUANT TO THE EXEMPTION OF RULE 701 ARE NOT WITHIN THE SCOPE OF THIS
PLAN.
2. REGISTRATION IF BY FORM S-8. In the event that shares are offered or issued
pursuant to 1933 Act Registration, using From S-8 (or its equivalent as the
Commission may from time to time provide, all requirements for the use of such
form and procedure shall be observed and complied with; principally, among
others:
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(I) THE CORPORATION SHALL BE A REPORTING COMPANY;
(II) SHARES SHALL BE OFFERED AND/OR ISSUED ONLY TO NATURAL PERSONS; AND
(III) CAPITAL FORMATION OR FUND RAISING ACTIVITIES SHALL NOT BE INCLUDED IN
THE CONCEPT OF ACTUAL SERVICES PROVIDED, WITHIN THIS PLAN.
3. NON-QUALIFIED PLAN. This Plan is qualified for any special tax treatment
under the Internal Revenue Code of the United States, or elsewhere. Shares
issued pursuant to this Plan shall be the equivalent of payment in cash for
services.
4. VALUATION OF SHARES. If a real and liquid market exists for the issuance of
shares, on any public trading medium or exchange, the shares shall be valued in
reasonable relation to the market price at which the shares could be sold. If no
public market exists for the shares offered or issued, or if only a technical
but inactive or illiquid market exits, the reasonable value of the shares shall
be determined by actual commercial conditions for private transactions in shares
that cannot be resold in brokerage transactions.
5. FULL COMPLIANCE. Nothing contained herein shall authorize, and
notwithstanding anything contained herein shall be deemed to authorize, anything
other than full compliance with all securities laws and regulations, as in force
and effect at the time of any offer or issuance of securities.
C. EXECUTION. This Plan is now signed by all of the Directors of this
Corporation, on behalf of the Corporation, attesting to the adoption of this
Plan.
/s/Donald Jackson Wells /s/Joseph A. Kane
Donald Jackson Wells Joseph A. Kane
president/director secretary/treasurer/director
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EXHIBIT 3
CONSENT OF AUDITOR
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[LETTERHEAD OF CHISHOLM & ASSOCIATES, CERTIFIED PUBLIC ACCOUNTANTS]
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use of our report dated February 14, 2002, with
respect to the financial statements included in the October 17, 2002 filing of
the Registration Statement (Form S-8) of NetParts.com, Inc. for the fiscal year
ended December 31, 2001.
/s/Chisholm & Associates
Chisholm & Associates
North Salt Lake City, Utah
October 18, 2002
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