AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER____, 2002
REG. NO. 33
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
DIATECT INTERNATIONAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 82-0513109
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
875 SOUTH INDUSTRIAL PARKWAY, HEBER CITY, UTAH 84032
(435) 654-4370
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
________________________________________________
ADVISORY AND CONSULTING AGREEMENTS
(FULL TITLE OF PLAN)
________________________________
JAY W. DOWNS
CHIEF EXECUTIVE OFFICER
875 SOUTH INDUSTRIAL PARKWAY
HEBER CITY, UTAH 84032
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(435) 654-4370
(TELEPHONE NUMBER, INCLUDING AREA CODE OF AGENT FOR SERVICE)
COPY TO:
THE LAW OFFICES OF MICHAEL L. CORRIGAN
MICHAEL L. CORRIGAN
CITY NATIONAL BANK BUILDING
4275 EXECUTIVE SQUARE
SECOND FLOOR, SUITE 210
LA JOLLA, CALIFORNIA 92037
(858)731-0044
CALCULATION OF REGISTRATION FEE
-------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE(2) REGISTRATION FEE
- -------------------- ----------------- ----------------- -------------------- -----------------
COMMON STOCK
(NO PAR VALUE) 500,000 $ .24 $ 120,000 $ 300.00
- -------------------- ----------------- ----------------- -------------------- -----------------
(1) REPRESENTS 500,000 SHARES OF COMMON STOCK TO BE ISSUED TO A CONSULTANT,
AS COMPENSATION FOR SERVICES RENDERED.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF DETERMINING THE AMOUNT OF
REGISTRATION FEE AND PURSUANT TO RULES 457(C) AND 457(H) OF THE GENERAL RULES
AND REGULATIONS UNDER THE SECURITIES ACT OF 1993.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
GENERAL INFORMATION
THE COMPANY:
THE COMPANY HAS ITS PRINCIPAL OFFICES AT 875 SOUTH INDUSTRIAL PARKWAY, HEBER,
UTAH 84032, TELEPHONE (435)654-4370.
PURPOSES:
THE COMMON STOCK WILL BE ISSUED BY THE COMPANY PURSUANT TO AN AGREEMENT ENTERED
INTO BETWEEN THE CONSULTANT AND THE COMPANY AND APPROVED BY THE BOARD OF
DIRECTORS OF THE COMPANY (THE "BOARD OF DIRECTORS"). THE AGREEMENTS ARE INTENDED
TO PROVIDE A METHOD WHEREBY THE COMPANY MAY BE STIMULATED BY THE PERSONAL
INVOLVEMENT OF THE CONSULTANT IN THE COMPANY'S BUSINESS THEREBY ADVANCING THE
INTERESTS OF THE COMPANY, AND ALL OF ITS SHAREHOLDERS.
COMMON STOCK:
THE BOARD HAS AUTHORIZED THE ISSUANCE OF UP TO 500,000 SHARES OF THE COMMON
STOCK TO THE CONSULTANT UPON EFFECTIVENESS OF THE REGISTRATION STATEMENT.
CONSULTANTS:
THE CONSULTANT HAS AGREED TO PROVIDE ITS EXPERTISE AND ADVICE TO THE COMPANY ON
A NON-EXCLUSIVE BASIS FOR THE PURPOSE OF GENERALLY REPRESENTING THE COMPANY WITH
RESPECT TO CERTAIN LEGAL MATTERS.
NO RESTRICTIONS ON TRANSFER
UPON THE SHARES BECOMING "EARNED" PURSUANT TO THE TERMS OF CONSULTANT'S
ENGAGEMENT AGREEMENT, THE CONSULTANT WILL BECOME THE RECORD AND BENEFICIAL
OWNERS OF THE SHARES OF COMMON STOCK UPON ISSUANCE AND DELIVERY AND ARE ENTITLED
TO ALL OF THE RIGHTS OF OWNERSHIP, INCLUDING THE RIGHT TO VOTE ANY SHARES
AWARDED AND TO RECEIVE ORDINARY CASH DIVIDENDS ON THE COMMON STOCK.
TAX TREATMENT TO THE CONSULTANT
THE COMMON STOCK IS NOT QUALIFIED UNDER SECTION 401(A) OF THE INTERNAL REVENUE
CODE. THE CONSULTANT, THEREFORE, WILL BE DEEMED FOR FEDERAL INCOME TAX PURPOSES
TO RECOGNIZE ORDINARY INCOME DURING THE TAXABLE YEAR IN WHICH THE FIRST OF THE
FOLLOWING EVENTS OCCURS: (A) THE SHARES BECOME FREELY TRANSFERABLE, OR (B) THE
SHARES CEASE TO BE SUBJECT TO A SUBSTANTIAL RISK OF FORFEITURE. ACCORDINGLY, THE
CONSULTANT WILL RECEIVE COMPENSATION TAXABLE AT ORDINARY RATES EQUAL TO THE FAIR
MARKET VALUE OF THE SHARES ON THE DATE OF RECEIPT SINCE THERE WILL BE NO
SUBSTANTIAL RISK OF FORFEITURE OR OTHER RESTRICTIONS ON TRANSFER. IF, HOWEVER,
THE CONSULTANT RECEIVES SHARES OF COMMON STOCK PURSUANT TO THE EXERCISES OF AN
OPTION OR OPTIONS AT AN EXERCISE PRICE BELOW THE FAIR MARKET VALUE OF THE SHARES
ON THE DATE OF EXERCISE, THE DIFFERENCE BETWEEN THE EXERCISE PRICE AND THE FAIR
MARKET VALUE OF THE STOCK ON THE DATE OF EXERCISE WILL BE DEEMED ORDINARY INCOME
FOR FEDERAL TAX PURPOSES. THE CONSULTANT IS URGED TO CONSULT HIS TAX ADVISOR ON
THIS MATTER. FURTHER, IF ANY RECIPIENT IS AN "AFFILIATE", SECTION 16(B) OF THE
EXCHANGE ACT IS APPLICABLE AND WILL AFFECT THE ISSUE OF TAXATION.
TAX TREATMENT TO THE COMPANY
THE AMOUNT OF INCOME RECOGNIZED BY ANY RECIPIENT HEREUNDER IN ACCORDANCE WITH
THE FOREGOING DISCUSSION WILL BE AN EXPENSE DEDUCTIBLE BY THE COMPANY FOR
FEDERAL INCOME TAX PURPOSES OF THE TAXABLE YEAR OF THE COMPANY DURING WHICH THE
RECIPIENT RECOGNIZES INCOME.
RESTRICTIONS OF RESALES
IN THE EVENT THAT AN AFFILIATE OF THE COMPANY ACQUIRES SHARES OF COMMON STOCK
HEREUNDER, THE AFFILIATE WILL BE SUBJECT TO SECTION 16(B) OF THE EXCHANGE ACT.
FURTHER, IN THE EVENT THAT ANY AFFILIATE ACQUIRING SHARES HEREUNDER HAS SOLD OR
SELLS ANY SHARES OF COMMON STOCK IN THE SIX MONTHS PRECEDING OR FOLLOWING THE
RECEIPT OF SHARES HEREUNDER, ANY SO CALLED "PROFIT", AS COMPUTED UNDER SECTION
16(B) OF THE EXCHANGE ACT, WOULD BE REQUIRED TO BE DISGORGED FROM THE RECIPIENT
TO THE COMPANY. SERVICES RENDERED HAVE BEEN RECOGNIZED AS VALID CONSIDERATION
FOR THE "PURCHASE" OF SHARES IN CONNECTION WITH THE "PROFIT" COMPUTATION UNDER
SECTION 16(B) OF THE EXCHANGE ACT. THE COMPANY HAS AGREED THAT FOR THE PURPOSE
OF ANY "PROFIT" COMPUTATION UNDER 16(B) THE PRICE PAID FOR THE COMMON STOCK
ISSUED TO AFFILIATES IS EQUAL TO THE VALUE OF SERVICES RENDERED. SHARES OF
COMMON STOCK ACQUIRED HEREUNDER BY PERSONS OTHER THAN AFFILIATES ARE NOT SUBJECT
TO SECTION 16(B) OF THE EXCHANGE ACT.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
THE COMPANY HEREBY INCORPORATES BY REFERENCE (I) ITS ANNUAL REPORT OF FORM
10-KSB FOR THE YEAR ENDED DECEMBER 31, 2001, FILED PURSUANT TO SECTION 13 OF THE
EXCHANGE ACT, (II) ANY AND ALL FORMS 10-QSB FILED UNDER THE SECURITIES OR
EXCHANGE ACT SUBSEQUENT TO ANY FILED FORM 10-KSB, AS WELL AS ALL OTHER
REPORTS FILED UNDER SECTION 13 OF THE EXCHANGE ACT, AND (III) ITS ANNUAL REPORT,
IF ANY TO SHAREHOLDERS DELIVERED PURSUANT TO RULE 14A-3 OF THE EXCHANGE ACT. IN
ADDITION, ALL FURTHER DOCUMENTS FILED BY THE COMPANY PURSUANT TO SECTION 13, 14,
OR 15 (D) OF THE EXCHANGE ACT PRIOR TO THE TERMINATION OF THIS OFFERING ARE
DEEMED TO BE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS AND TO BE A PART
HEREOF FROM THE DATE OF THE FILING. ALL DOCUMENTS WHICH WHEN TOGETHER,
CONSTITUTE THIS PROSPECTUS, WILL BE SENT OR GIVEN TO PARTICIPANTS BY THE
REGISTRANT AS SPECIFIED BY RULE 428(B)(1) OF THE SECURITIES ACT.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
A COPY OF ANY DOCUMENT OR PART HEREOF INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT BUT NOT DELIVERED WITH THIS PROSPECTUS OR ANY DOCUMENT
REQUIRED TO BE DELIVERED PURSUANT TO RULE 428(B) UNDER THE SECURITIES ACT WILL
BE FURNISHED WITHOUT CHARGE UPON WRITTEN OR ORAL REQUEST. REQUESTS SHOULD BE
ADDRESSED TO: 875 SOUTH INTERNATIONAL PARKWAY, HEBER CITY, UTAH 84032.
LEGAL OPINIONS AND EXPERTS
MICHAEL L. CORRIGAN HAS RENDERED AN OPINION ON THE VALIDITY OF THE SECURITIES
BEING REGISTERED.
THE FINANCIAL STATEMENTS OF DIATECT INTERNATIONAL, INC. BY REFERENCE IN THE
COMPANY'S ANNUAL REPORT (FORM 10-KSB) FOR THE PERIOD ENDED DECEMBER 31, 2001,
HAVE BEEN AUDITED BY WILLIAMS & WEBSTER P.S., INDEPENDENT AUDITORS, AS SET FORTH
IN THEIR REPORT INCORPORATED HEREIN BY REFERENCE AND ARE INCORPORATED HEREIN BY
REFERENCE AN ARE INCORPORATED HEREIN IN RELIANCE UPON SUCH REPORT GIVEN UPON THE
AUTHORITY OF THE FIRM AS EXPERTS IN AUDITING AND ACCOUNTING.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
INSOFAR AS INDEMNIFICATION OF LIABILITIES ARISING UNDER THE SECURITIES ACT MAY
BE PERMITTED TO DIRECTORS, OFFICERS, OR PERSONS CONTROLLING THE COMPANY, THE
COMPANY HAS 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.
THE DOCUMENT(S) CONTAINING THE INFORMATION SPECIFIED IN PART I WILL BE SENT OR
GIVEN TO EMPLOYEES AS SPECIFIED BY RULE 428(B)(1) OF THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"). SUCH DOCUMENTS ARE NOT BEING FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION EITHER AS PART OF THIS REGISTRATION STATEMENT
OR AS PROSPECTUSES OR PROSPECTUS SUPPLEMENTS PURSUANT TO RULE 424 OF THE
SECURITIES ACT. SUCH DOCUMENTS AND THE DOCUMENTS INCORPORATED BY REFERENCE IN
THIS REGISTRATION STATEMENT PURSUANT TO ITEM 3 OF PART II HEREOF, TAKEN
TOGETHER, CONSTITUTE A PROSPECTUS THAT MEETS THE REQUIREMENTS OF SECTION 10(A)
OF THE SECURITIES ACT.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
THE FOLLOWING DOCUMENTS FILED BY THE COMPANY WITH THE COMMISSION ARE HEREBY
INCORPORATED BY REFERENCE:
1) THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE PERIOD ENDED DECEMBER
31, 2001, DATED MARCH 29, 2002;
2) THE COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED
SEPTEMBER 30, 2001, DATED NOVEMBER 14, 2001; AND
3) ALL ADDITIONAL REPORTS FILED BY THE COMPANY WITH THE COMMISSION PURSUANT
TO SECTION 13(A) OR 15(D) OF THE EXCHANGE ACT AFTER SEPTEMBER 30, 2001.
ALL REPORTS AND OTHER DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO
SECTIONS 13(A), 13(C), 12, OR 15(D) OF THE EXCHANGE ACT PRIOR TO THE FILING OF
ANY POST-EFFECTIVE AMENDMENT WHICH INDICATES THAT ALL SECURITIES COVERED BY THIS
PROSPECTUS HAVE BEEN SOLD OR WHICH DEREGISTERS ALL SUCH SECURITIES THEN
REMAINING UNSOLD SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE HEREIN AND TO
BE A PART HEREOF FROM THE DATE OF THE FILING OF SUCH REPORTS AND DOCUMENTS.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
THE LAW OFFICES OF MICHAEL L.CORRIGAN DOES CONSULTING WORK FOR DIATECT
INTERNATIONAL, INC. FROM TIME TO TIME.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
THE COMPANY'S INDEMNIFICATION POLICY COVERING OFFICERS AND DIRECTORS, AS
CONTAINED IN THE BY-LAWS, PROVIDES THAT THE COMPANY MAY INDEMNIFY AT ITS
OFFICERS OR DIRECTORS FOR COSTS REASONABLY INCURRED IN CONNECTION WITH CIVIL,
CRIMINAL, ADMINISTRATIVE AND INVESTIGATIVE PROCEEDINGS. THE COMPANY MAY PURCHASE
INDEMNIFICATION INSURANCE FOR OFFICERS AND DIRECTORS.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE
REGISTRANT PURSUANT TO THE FOREGOING PROVISIONS, THE REGISTRANT HAS BEEN
INFORMED 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.
EXPERTS
THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY APPEARING IN THE
COMPANY'S ANNUAL REPORT (FORM 10-KSB) FOR THE YEAR ENDED DECEMBER 31, 2001 HAVE
BEEN AUDITED BY WILLIAMS & WEBSTER, P.S., CERTIFIED PUBLIC ACCOUNTANTS, AS SET
FORTH IN THEIR REPORT THEREON INCLUDED THEREIN AND INCORPORATED HEREIN BY
REFERENCE. REFERENCE IS MADE TO SAID REPORT, WHICH INCLUDES EXPLANATORY
PARAGRAPHS THAT DESCRIBE THE COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN,
DISCUSSED IN THE NOTES TO THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS. SUCH
FINANCIAL STATEMENTS ARE INCORPORATED HEREIN IN RELIANCE UPON THE REPORTS OF
WILLIAMS & WEBSTER, P.S, PERTAINING TO SUCH FINANCIAL STATEMENTS (TO THE EXTENT
FILED WITH THE COMMISSION) GIVEN UPON THE AUTHORITY OF SUCH FIRM AS EXPERTS IN
GIVING SUCH REPORTS.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
NOT APPLICABLE.
ITEM 8. EXHIBITS
THE EXHIBITS TO THIS REGISTRATION STATEMENT ARE LISTED IN THE INDEX TO
EXHIBITS ON PAGE 12.
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 THIS 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 THIS REGISTRATION
STATEMENT:
(III) TO INCLUDE ANY MATERIAL INFORMATION WITH RESPECT TO THE PLAN
OF DISTRIBUTION NOT PREVIOUSLY DISCLOSED IN THIS REGISTRATION STATEMENT OR ANY
MATERIAL CHANGE TO SUCH INFORMATION IN THIS REGISTRATION STATEMENT; PROVIDED,
HOWEVER, THAT PARAGRAPH (1)(I) AND (1)(II) DO NOT APPLY IF THE INFORMATION
REQUIRED TO BE INCLUDED IN A POST-EFFECTIVE AMENDMENT BY THOSE PARAGRAPH IS
CONTAINED IN PERIODIC REPORTS FILED BY THE COMPANY PURSUANT TO SECTION 13 OR
SECTION 15 (D) OF THE EXCHANGE ACT THAT ARE INCORPORATED BY REFERENCE IN THIS
REGISTRATION STATEMENT.
(2) THAT FOR THE PURPOSE OF DETERMINING ANY LIABILITY UNDER THE
SECURITIES ACT OF 1933, EACH SUCH POST-EFFECTIVE AMENDMENTS 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 HEREUNDER THAT REMAIN UNSOLD AT THE
TERMINATION OF THE OFFERING.
(B) THE UNDERSIGNED COMPANY HEREBY UNDERTAKES THAT FOR PURPOSES OF DETERMINING
ANY LIABILITY UNDER THE SECURITIES ACT OF 1933, EACH FILING OF THE COMPANY'S
ANNUAL REPORT PURSUANT TO SECTION 13 (A) OR SECTION 15 (D) OF THE SECURITIES AND
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 AND 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
COMPANY PURSUANT TO THE ABOVE-DESCRIBED 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 OF 1933 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 OF THE COMPANY 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 OF 1933 AND WILL BE GOVERNED BY THE
FINAL ADJUDICATION OF SUCH ISSUE.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING A 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 HEBER CITY, STATE OF UTAH ON OCTOBER 1, 2002.
DIATECT INTERANATIONAL, INC.
BY/S/ JAY W. DOWNS
JAY W. DOWNS, CEO
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS MICHAEL CORRIGAN, EACH OF THEM ACTING
INDIVIDUALLY AS HIS ATTORNEY-IN-FACT, EACH WITH FULL POWER OF SUBSTITUTION AND
RE-SUBSTITUTION, FOR HIM IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH EXHIBITS
THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND
EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEY-IN-FACT FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY
TO BE DONE IN CONNECTION THEREWITH AS FULLY TO AL INTENTS AND PURPOSES AS HE
MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID
ATTORNEY-IN-FACT, OR THEIR SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE
TO BE DONE BY VIRTUE HEREOF.
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/JAY W. DOWNS CEO OCTOBER 1, 2002
- -------------------
JAY W. DOWNS
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
- --- -----------
4.1 CONSULTING AGREEMENT: BARRY CLARK
5.1 OPINION OF COUNSEL, REGARDING THE LEGALITY OF THE SECURITIES
REGISTERED HEREUNDER
23.1 CONSENT OF WILLIAMS & WEBSTER, CPA
23.2 CONSENT OF COUNSEL (INCLUDED AS PART OF EXHIBIT 5.1)
24 POWER OF ATTORNEY (CONTAINED WITHIN SIGNATURE PAGE)
ADVISORY AND CONSULTING AGREEMENTS
NUMBER OF SHARES AND OPTIONS
- ----------------------------
EXHIBIT 4.1
BARRY CLARK 500,000
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500,000