As filed with the Securities and Exchange Commission on November 3, 2004
FILE NO. 000-30644
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHINA EXPERT TECHNOLOGY, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Nevada 98-0348086
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(STATE OR OTHER JURISDICTION OF INCORPORATION OR I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.
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Room 2703-04 Great Eagle Centre
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23 Harbour Road
Wanchai, Hong Kong
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
Strategic Services Agreement
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(FULL TITLE OF THE PLAN)
Mitchell S. Nussbaum, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 407-4159
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) SHARE(2) PRICE REGISTRATION FEE
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Common Stock, 1,101,205 $1.00 $1,101,205 $139.52
$0.001 par value
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(1) Consists of total number of shares reserved for issuance pursuant to
the Strategic Services Agreement described herein.
(2) Based on the offering price of the securities as provided in the
Strategic Services Agreement described herein.
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PART I
ITEM 1. PLAN INFORMATION
On February 26, 2004, Expert Network (Shenzhen) Company Limited (the
"Company"), a subsidiary of China Expert Technology, Inc. (the "Registrant")
entered into a Strategic Services Agreement (the "Agreement") with Marco
Business Limited ("Consultant"). Pursuant to the terms of the Agreement, in
consideration of consulting services rendered to the Company by the Consultant,
the Registrant agreed to issue 1,101,205 shares of its common stock, par value
$0.001 per share (the "Common Stock") to the Consultant. The Registrant is
registering the Shares on this Form S-8 registration statement as provided in
the Agreement.
The Agreement provides for the sourcing of e-government contracts by
Consultant to the Company in the event that the Company engages the Consultant
for the purpose of marketing and corporate communications throughout the
People's Republic of China. Upon the successful execution of a contract sourced
by the Consultant to the Company, the Company shall pay a commission to the
Consultant payable in cash or in shares of the Registrant's common stock. The
Agreement shall continue indefinitely and is subject to termination by either
party upon 30 days prior written notice to the other party. A copy of the
Agreement is attached hereto as Exhibit 10.1
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant hereby undertakes to provide Consultant without charge,
upon written or oral request with copies of all documents incorporated by
reference in Item 3 of Part II of this Registration Statement. Such documents
are incorporated by reference in the Section 10(a) prospectus. Other documents
required to be delivered to Consultant pursuant to Rule 428(b) of the Securities
Act are also available without charge upon written or oral request. Requests for
documents should be addressed to the Registrant using the address listed on the
cover page hereof.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement:
(a) The Registrant's Annual Report filed on Form 10-KSB for the fiscal
year ended December 31, 2003 (the "Annual Report") filed by the Registrant under
the Securities Exchange Act of 1934, as amended (the "Exchange Act") with the
Commission.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year include:
1. The Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 2004, as amended, as filed with the Commission.
2. The Registrant's Quarterly Report on Form 10-Q for the
period ended March 31, 2004, as amended, as filed with the Commission.
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3. The Registrant's Current Report on Form 8-K/A dated April
8, 2004, as amended, as filed with the Commission.
The Registrant's Current Report on Form 8-K dated March 11, 2004, as
amended, as filed with the Commission.
4. The Registrant's Current Report on Form 8-K dated February
24, 2004, as amended, as filed with the Commission.
5. The Registrant's Current Report on Form 8-K dated February
6, 2004, as amended, as filed with the Commission.
(c) The description of the Registrant's common stock set forth under
the caption "Description of Securities" in its 10-SB/A Registration Statement
filed with the Commission on August 31, 1999, is hereby incorporated by
reference.
In addition, all documents subsequently filed by the Registrant
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
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents with the Commission.
Any statement contained in a document 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 a subsequently filed
document 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 part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 78.7502 of the Nevada Revised Statutes, we have the
power to indemnify any person made a party to any lawsuit by reason of being our
director or officer, or serving at our request as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Registrant pursuant to the foregoing
provisions, we have been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
5.1 Opinion of Loeb & Loeb LLP
10.1 Strategic Services Agreement between the Registrant and Marco
Business Limited
23.1 Consent of Loeb & Loeb LLP (contained in its opinion filed as
Exhibit 5.1 to this Registration Statement)
23.2 Consent of Telford Sadovnick, P.L.L.C
23.3 Consent of PKF
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
1. That, for determining liability under the Securities Act of 1933, to
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering.
2. To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.
3. 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 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.
4. 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 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 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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, in New York, New York on this 3rd day of November, 2004.
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Date November 3, 2004 CHINA EXPERT TECHNOLOGY, INC.
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/s/ Kung Sze Chau
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Kung Sze Chau
Chief Executive Officer and Director
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Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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Date November 3, 2004 /s/ Kung Sze Chau
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Kung Sze Chau
Chief Executive Officer and Director
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Date: November 3, 2004 /s/ Zhu Xiaoxin
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Zhu Xiaoxin
President and Director
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Date: November 3, 2004 /s/ Jeff Cheung Ming
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Jeff Cheung Ming
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
5.1 Opinion of Loeb & Loeb LLP
10.1 Strategic Services Agreement between the Registrant and Marco Business
Limited
23.1 Consent of Loeb & Loeb LLP (contained in its opinion filed as Exhibit
5.1 to this Registration Statement)
23.2 Consent of Telford Sadovnick, P.L.L.C
23.3 Consent of PKF
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