SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
12 TO 20 PLUS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Nevada 86-0955239
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(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
3450 Broad St.
Suite 103
San Luis Obispo, California 9340
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(Address of principal executive offices)
2004 EMPLOYEES/CONSULTANTS COMMON STOCK COMPENSATION PLAN
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(Full title of the plan)
Maralyn Shane
1317 Pauline Way
Las Vegas, Nevada 89104
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(Name and address of agent for service)
(702) 832-9648
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<table>
<caption>
========================== =================== ========================== ======================= ===================
Title of Securities To Amount To Be Proposed Maximum Proposed Maximum Amount of
Be Registered Registered Offering Aggregate Offering Registration Fee
Price Per Share(1) Price(1)
------------------- -------------------------- ----------------------- -------------------
Common Stock, 10,000,000 shares $0.03 $300,000 $38.01
$0.001 Par Value
========================== =================== ========================== ======================= ===================
</table>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act of
1933, on the basis of the last trade for shares of common stock on the OTC
Bulletin Board on August 3, 2004.
INTRODUCTION
This Registration Statement on Form S-8 is filed by 12 to 20 Plus, Inc., a
Nevada corporation (the "Registrant"), relating to 10,000,000 shares of its
common stock, par value $0.001 per share (the "Stock"), issuable to eligible
employees of the Registrant under the 12 to 20 Plus, Inc. 2004
Employees/Consultants Common Stock Compensation Plan (the "Plan").
In accordance with the instructional Note to Part I of Form S-8, as promulgated
by the Securities and Exchange Commission (the "Commission"), the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock pursuant to the Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The following documents have been filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934 and are
incorporated by reference into this Registration Statement:
1. Annual Report on Form 10-KSB for the fiscal year ended December 31,
2002 and filed with the Commission on March 31, 2003, and amended on
August 18, 2003.
2. Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31,
2003, and filed with the Commission onMay 20, 2003, and amended on
August 19, 2003.
3. Quarterly Report on Form 10-QSB for the fiscal quarters ended June 30,
2003, and filed with the Commission on August 29, 2003.
4. Quarterly Report on Form 10-QSB for the fiscal quarters ended
September 30, 2003, and filed with the Commission on November 20,
2003, and amended on December 5, 2003.
5. Registration Statement on Form SB-2 filed with the Commission on April
9, 2003, and declared effective by the Commission on May 15, 2003.
6. Annual Report on Form 10-KSB for the fiscal year ended December 31,
2003 and filed with the Commission on April 14, 2004
7. Quarterly Report on Form 10-QSB for the fiscal quarters ended March
31, 2004, and filed with the Commission on May 24, 2004.
8. Registration Statement on Form SB-2 filed with the Commission on July
20, 2004.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15 of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
common shares covered by this Registration Statement have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be part thereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference will be deemed to
be modified or superseded for purposes hereof to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated herein by reference 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 thereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
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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 actions, 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index.
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;
(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. 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 high or low 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
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) To include any additional or changed material information
on 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 paragraphs (a) (1) (i) and (a) (1) (ii) 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 Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
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UNDERTAKINGS - continued
(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 the 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.
(b) The undersigned Registrant hereby undertakes that, 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
Securities 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 Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
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 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 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 San Luis Obispo, State of California, on this 29th
day of March, 2004.
12 TO 20 PLUS, INC.
By:/s/ Carol Slavin
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Carol Slavin
Its: President
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
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SIGNATURES - continued
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Signature Title Date
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/s/Carol Slavin Director August 3, 2004
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/s/Linda Hannon Director August 3, 2004
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/s/Elizabeth Yeager Director August 3, 2004
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EXHIBIT INDEX
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Exhibit Number Description
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5.1 Opinion and Consent of Counsel
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10.1 2004 Employees/Consultants Common Stock Compensation Plan
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23.2 Consent of Independent Auditor
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