As filed with the Securities and Exchange Commission on October 17, 2008.
Registration No. 333-
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
HYDROGEN HYBRID TECHNOLOGIES, INC.
- ------------------------------------------------------------------------------
(Exact Name of Registrant as specified in charter)
Nevada 333-76242 45-0487463
------------------------ ------------------------ ----------------------
(State of Incorporation) (SEC File Number) (IRS Employer I.D. No.)
1845 Sandstone Manor Unit #11
Pickering, ON L1W3X9 Canada
- ------------------------------------------------------------------------------
(Address of principal executive offices)
2005 STOCK INCENTIVE PLAN
--------------------------------
(Full Title of the Plan)
Ira Lyons
1845 Sandstone Manor Unit #11
Pickering, ON L1W3X9 Canada
- -------------------------------------------------------------------------------
(Name and address of agent for service)
(905) 697-4880
-------------------------------------------------------------
(Telephone number, including area code for agent for service)
Copies to:
Thomas C. Cook, Esq.
Law Offices of Thomas C. Cook
500 N. Rainbow, Suite 300
Las Vegas, NV 89107
Phone: (702) 221-1925
Fax: (702) 221-1963
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of maximum maximum
securities Securities offering aggregate Amount of
to be to be price per offering Registration
registered registered(1) share (2) price (2) Fee (3)
- ---------- ---------- --------- --------- ------------
Common $.001 9,000,000 $0.43 $3,870,000 $152.09
par value shares
================================================================================
(1) Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as
amended, the Registration Statement also covers an indeterminate amount of
Shares to be offered or sold as a result of any adjustments from stock splits,
stock dividends or similar events.
(2) Based upon the average bid and asked prices of the Company's Common Stock
in over-the-counter trading on the OTC-Bulletin Board on October 16, 2008.
(3) Value stated for purpose of calculating the registration fee.
2
PROSPECTUS
- ----------
HYDROGEN HYBRID TECHNOLOGIES, INC.
1845 Sandstone Manor Unit #11
Pickering, ON L1W3X9 Canada
(905) 697-4880
(9,000,000 SHARES OF COMMON STOCK)
This Prospectus relates to the offer and sale by Hydrogen Hybrid
Technologies, Inc., ("HYHY"), a Nevada corporation ("the Company") of shares
of its $0.001 par value common stock (the "Common Stock) pursuant to its 2005
Employee Stock Incentive Plan where by certain individuals receive stock
awards and/or stock options to stimulate their involvement and continued
involvement in the Company. The Company is registering hereunder and then
issuing upon receipt of adequate consideration there for to the Employee,
Officer, Director or Consultant 9,000,000 shares of the Common Stock in
consideration for services rendered and/or to be rendered and payments made
under the 2005 Employee Stock Incentive Plan.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are affiliates of the Company
within the meaning of the Securities Act of 1933 (the Act) may sell all or
part of the shares in any way permitted by law including sales in the over-
the-counter market at prices prevailing at the time of such sale. Shares
registered hereunder are being sold to both affiliates and non-affiliates of
the Company. An affiliate is, summarily, any director, executive officer or
controlling shareholder of the Company. The affiliates of the Company may
become subject to Section 16(b) of the Securities Exchange Act of 1934 as
amended (the Exchange Act) which would limit their discretion in transferring
the shares acquired in the Company. If the individual who is not now an
affiliate becomes an affiliate of the Company in the future; he would then be
subject to Section I (b) of the Exchange Act (See General Information ---
Restrictions on Resale).
The Common Stock is listed on the OTC-Bulletin Board under the symbol: HYHY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is October 17, 2008.
3
This Prospectus is not part of any Registration Statement, which was filed
and been effective under the Securities Act of 1933 as amended (the
Securities Act) and does not contain all of the information set forth in the
Registration Statement, certain portions of which have been offered pursuant
to the rules and regulations promulgated by the U.S. Securities and Exchange
Commission (The Commission) under the Securities Act. The statements in this
Prospectus as to the contents of any contracts or other documents filed as an
exhibit to either the Registration Statement or other filings of the Company
with the Commission are qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: Hydrogen Hybrid
Technologies, Inc., 1845 Sandstone Manor Unit #11, Pickering, ON L1W3X9
Canada, telephone: (905) 697-4880.
The Company is subject to the reporting requirements of the Exchange Act and
in accordance therewith files reports and other information with the
Commission. These reports as well as the proxy statements, information
statements and other information filed by the Company under the Exchange Act
may be reviewed and copied at the public reference facilities maintained by
the Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies maybe
obtained at the prescribed rates. In addition the Common Stock is quoted on
the automated quotation system maintained by the National Association of
Securities Dealers, Inc. (NASD). Thus copies of these reports, proxy
statements, information statements and other information may also be examined
at the offices of the NASD at 1735 K Street N.W., Washington DC 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and if given
or made, such other information or representation must not be relied upon as
having been authorized by the Company. This Prospectus does not constitute
an offer or a solicitation by anyone in any state in which such is not
authorized or in which the person making such is not qualified or to any one
to whom it is unlawful to make an offer or solicitation
Neither the delivery of this Prospectus nor any sale made hereunder shall
under any circumstances create any implication that there has not been a
change in the affairs of the Company since the date hereof.
4
TABLE OF CONTENTS
Page
----
PART I
Information Required in the Section 10(A) Prospectus
Item 1. Plan Information............................................ 6
General Information......................................... 6
The Company................................................. 6
Purpose..................................................... 6
Common Stock................................................ 6
The Company's 2005 Employee Stock Incentive Plan............ 6
No Restrictions on Transfer................................. 6
Tax Treatment to the Individual............................. 7
Tax Treatment to the Company................................ 7
Restrictions on Resale's.................................... 7
Documents Incorporated by Reference & Additional Information
Item 2. Registrant Information and Employee Plan Annual Information
Legal Opinion and Experts................................... 8
Indemnification of Officers and Directors................... 8
Part II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference .................... 8
Item 4. Description of Securities................................... 8
Item 5. Interests of Named Experts and Counsel...................... 9
Item 6. Indemnification of Directors and Officers................... 9
Item 7. Exemption from Registration Claimed......................... 11
Item 8. Exhibits .................................................... 12
Item 9. Undertakings................................................ 12
Exhibit Index........................................................ 15
5
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: 1845 Sandstone Manor Unit #11,
Pickering, ON L1W3X9 Canada, telephone (905) 697-4880.
PURPOSES
The Company pursuant to its 2005 Employee Stock Incentive Plan approved by
the Board of Directors of the Company (the "Board of Directors") desires to
register 9,000,000 shares of its common stock. The 2005 Employee Stock
Incentive Plan is hoped to further provide a method whereby the Company's
current employees and officers and non employee directors and consultants may
be stimulated and allow the Company to secure and retain highly qualified
employees, officers, directors and non employee directors and consultants,
thereby advancing the interests of the Company, and all of its shareholders.
A copy of the 2005 Employee Stock Incentive Plan has been filed as an exhibit
to this Registration Statement.
COMMON STOCK
The Board has authorized the registration of up to 9,000,000 shares of the
Common stock, which were issued pursuant to the Company's 2005 Stock
Incentive Plan.
THE COMPANY 2005 STOCK INCENTIVE PLAN
The Company has established a 2005 Employee Stock Incentive Plan which awards
stock options and stock in an effort to further compensate its existing
employees and officers and non employee directors and consultants, secure
their continued employment, and attract highly qualified employee's and
consultants as they are needed.
NO RESTRICTIONS ON TRANSFER
Upon the grant of shares of an option, that individual 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.
6
TAX TREATMENT TO THE INDIVIDUAL WHO EXERCISES THE OPTION
The individuals receiving 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 may be deemed
ordinary income for federal income tax purposes. The recipient 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 may 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 on Form
10-KSB for the year ended September 30, 2007, filed pursuant to Section 13 of
the Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the
Securities or Exchange Act subsequent to any filed form 10-K (or 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 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.
7
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: Hydrogen Hybrid Technologies, Inc., 1845 Sandstone
Manor Unit #11, Pickering, ON L1W3X9 Canada, telephone (905) 697-4880.
LEGAL OPINIONS AND EXPERTS
The Law Offices of Thomas C. Cook, Las Vegas, Nevada has rendered an opinion
on the validity of the securities being registered. The Law Offices of
Thomas C. Cook is not an "affiliate" of the Company and will not benefit from
these registered shares.
The financial statements of Hydrogen Hybrid Technologies, Inc., incorporated
by reference in the Company's Annual Report (Form 10-KSB) for the period
ended September 30, 2007, have been audited by Moore & Associates, Chartered,
Las Vegas, Nevada as set forth in their report incorporated herein by
reference and 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 recognizes that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Registrant hereby states that (i) all documents set forth in (a) through (c),
below, are incorporated by reference in this registration statement, and (ii)
all documents subsequently filed by registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, 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.
(a) Registrant's latest Annual Report, whether filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(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 annual report
referred to in (a), above; and
8
ITEM 4. DESCRIPTION OF SECURITIES
No description of the class of securities (i.e., the $0.001 par value Common
Stock) is required under this item because the common Stock is registered
under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The Law Offices of Thomas C. Cook, who is rendering the legal opinion for
this registration, will not benefit from the registration of these shares.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION OF
EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION FOR
LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO
DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE
FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION OF
THE SECURTIES AND EXCHANGE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
In addition, Section 78.751 of the Nevada General Corporation Laws provides
as follows: 78.751 Indemnification of officers, directors, employees and
agents; advance of expenses.
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed 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 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, against expenses, including attorney's
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with the action, suitor proceeding if he acted
in good faith and in a manner which 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. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, does not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the corporation, and that, with respect
to any criminal action or proceeding, he had reasonable cause to believe that
his conduct was unlawful.
9
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgment in its
favor by reason of the fact that he 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 against expenses,
including amounts paid in settlement and attorneys' fees actually and
reasonably incurred by him in connection with the defense or settlement of
the action or suit if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation. Indemnification may not be made for any claim, issue or matter
as to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to the
corporation or for amounts paid in settlement to the corporation, unless and
only to the extent that the court in which the action or suit was brought or
other court of competent jurisdiction determines upon application that in
view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a court
or advanced pursuant to subsection 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to act, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a
quorum consisting of directors who were not parties to the act, suit or
proceeding cannot to obtained, by independent legal counsel in a written
opinion; or
5. The Articles of Incorporation, the Bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of
the action, suit or proceeding, upon receipt of an undertaking by or on
behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to
be indemnified by corporation. The provisions of this subsection do not
affect any rights to advancement of expenses to which corporate personnel
other than the directors or officers may be entitled under any contract or
otherwise by law.
10
6. The indemnification and advancement of expenses authorized in or ordered
by a court pursuant to this section: (a) Does not exclude any other rights to
which a person seeking indemnification or advancement of expenses may be
entitled under the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant to
subsection 2 or for the advancement of expenses made pursuant to subsection
5, may not be made to or on behalf of any director or officer if a final
adjudication establishes that his act or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs, executors
and administrators of such a person. Insofar as indemnification for
liabilities arising under the Securities Act 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.
7. The Company may purchase and maintain insurance for the benefit of its
Directors and Officers as such, as the Board of directors may from time to
time determine.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
11
ITEM 8. EXHIBITS
The following documents are incorporated by reference from the
Company's Periodic Report filings, SEC File # 000-26181, as filed with the
Securities & Exchange Commission.
Exhibit Number Description
- -------------- -----------
(3.1)* Articles of Incorporation
(3.2)* By-Laws
(3.3) Articles of Merger
(3.4)* Amended Articles of Hydrogen Hybrid Technologies, Inc.
(5.1) Opinion of Counsel and consent regarding the legality of
the securities registered under this Registration Statement
(10.1) 2005 Employee Stock Incentive Plan
(23.1) Consent of The Law Offices of Thomas C. Cook, to the use of
its opinion with respect to the legality of the securities
being registered hereby and to the references to it in the
Prospectus filed as a part hereof.
(23.2) Consent of Independent Certifying Public Accountant
- -------------------
* Previously filed.
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers and 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.
12
(4) 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.
(5) Insofar as indemnification for liabilities 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 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 Act and will be governed by the final adjudication of
such issue.
13
POWER OF ATTORNEY
Each person whose individual signature appears below hereby appoints Ira
Lyons as attorney-in-fact with full power of substitution to execute in the
name and on behalf of each person, individually and in each capacity stated
below, and to file, any and all post-effective amendments to the Registration
Statement.
Pursuant to the requirements of the 1933 Act, this registration statement or
amendment has been signed by the following persons in the capacities and on
the dates indicated:
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 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 Pickering, Ontario, Canada.
Dated: October 17, 2008
HYDROGEN HYBRID TECHNOLOGIES, INC.
a Nevada corporation
/s/ Ira Lyons
-----------------------
Ira Lyons
President, CEO
Pursuant to the requirements of the Securities Act of 1933, this report has
been signed below by the following persons on behalf of the Company and in
the capacities and on the dates indicated.
Date: October 17, 2008 /s/ Ira Lyons
---------------------------
Ira Lyons
President, CEO
14
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically incorporated
herein by this reference:
Exhibit Number Description
- -------------- -----------
(5.1) Opinion of Counsel and consent regarding the legality of the
securities registered under this Registration Statement
(10.1) 2005 Employee Stock Incentive Plan
(23.1) Consent of The Law Offices of Thomas C. Cook, to the use of
its opinion with respect to the legality of the securities
being registered hereby and to the references to it in the
Prospectus filed as a part hereof.
(23.2) Consent of Independent Certifying Public Accountant
15