SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FRONTIER ENERGY CORPORATION
(Exact name of Registrant as specified in its charter)
Nevada
87-0443026
(State or other jurisdiction of
(IRS Employer
incorporation or organization)
Identification No.)
2413 Morocco Avenue, North Las Vegas, Nevada 89031
(Address of Principal Executive Offices, including ZIP Code)
2005 Stock Option Plan
(Full title of the plan)
Christopher P. Flannery, Esq.
Astor Weiss Kaplan & Mandel, LLP
The Bellvue
200 South Broad Street
Philadelphia, PA 19102
(Name and address of agent for service)
(215) 790-0100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of plan to be Amount to be Proposed Maximum
registered (1) Registered(2) offering price
2005 Stock Option
Plan 15,000,000 $0.012
Totals 15,000,000
Proposed Maximum Amount of
aggregate offering registration fee
proce (3)
$180,000 $2.75
Totals $180,000 $2.75
(1) This amendment no.2 to the registrant's registration
statement dated July 21, 2005, amended
June 29, 2006, covers the additional common stock
issuable upon the exercise of options issued
under the amended 2005 Stock Option Plan of the
registrant.
(2) This registration statement shall also cover an
indeterminable number of additional shares of
common stock which may become issued under the
amended 2005 Stock Option Plan by reason
of any stock dividend, stock split, re-capitalization
or any other similar transaction effected
without the receipt of consideration which results in
an increase in the number of the registrant's
outstanding shares of common stock.
(3) This calculation is made solely for the purposes
of determining the registration fee pursuant
to the provisions of Rule 457(c) under the Securities
Act of 1933, as amended, and is calculated
on the basis of the last sale of the common stock
reported on the over-the-counter as of August
13, 2007, a date within five business days prior to
the filing of this registration statement.
PROSPECTUS
FRONTIER ENERGY CORPORATION
16,875,000 Shares Of Common Stock
This prospectus relates to the offer and sale of up to
16,875,000 additional shares of Frontier
Energy Corporation., a Nevada corporation (the "Company"),
issuable upon the exercise of
options issued to employees, advisors and consultants
(collectively the "Optionees")
pursuant to the 2005 Stock Option Plan, as
amended (the "Stock Option Plan") that has
been approved by the board of directors of the Company.
The Company sold 3,125,000
shares of common stock pursuant to the Stock Option
Plan before its amendment.
The common stock is not subject to any restriction on
transferability, except with respect to
resale restrictions applicable to shares of our common
stock that are delivered to Optionees
that are deemed to be our affiliates. Recipients of
shares other than persons who are
"affiliates" of Company within the meaning of the
Securities Act of 1933 (the "Securities
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. An affiliate is summarily,
any director, executive officer or controlling
shareholder of the Company or any one of its
subsidiaries. An "affiliate" of Company is subject
to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
If an Optionee who is not now
an "affiliate" becomes an "affiliate" in the future,
he/she would then be subject to Section
16(b) of the Exchange Act. The common stock is
traded on the over-the-counter market
under the symbol "FRGY."
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 August 15, 2007
This prospectus is part of a registration statement which
was filed and became effective under
the Securities Act, and does not contain all of the
information set forth in the registration
statement, certain portions of which have been omitted
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 by 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: Robert Genesi, Chairman of
the Board, 2413 Morocco Avenue, North
Las Vegas, Nevada 89031. The Company's telephone
number is (702) 648-5849.
The Company is subject to the reporting requirements of
the Exchange Act and files reports and
other information with the Commission. These reports,
as well as proxy statements, information
statements and other information filed by the Company
under the Exchange Act, may be inspected
and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W.
Washington D.C. 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
person 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.
TABLE OF CONTENTS
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS 6
Item 1. Stock Option Plan information 6
Item 2. Registrant Information and Employee Plan Annual
Information 6
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 7
Item 3. Incorporation of Documents by Reference 7
Item 4. Description of Securities 7
Item 5. Interests of Named Experts and Counsel 7
Item 6. Indemnification of Officers, Directors, Employees
and Agents; Insurance 7
Item 7. Exemption from Registration Claimed 9
Item 8. Exhibits 9
Item 9. Undertakings 9
SIGNATURES 11
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
ITEM 1. STOCK OPTION PLAN INFORMATION.
THE COMPANY
The Company has its principal executive offices at
2413 Morocco Avenue, NorthLas Vegas,
Nevada 89031. The Company's telephone number is (702) 648-5849.
PURPOSE
The Company will issue common stock to Optionees upon
the exercise of options held by those
Optionees, which options were granted pursuant to the
Stock Option Plan, which has been
approved by the Board of Directors and stockholders of
the Company. The Stock Option Plan
is intended to provide a method whereby the Company may
be stimulated by the personal
involvement of the Consultants in our future prosperity,
thereby advancing the interests of the
Company, and all of our shareholders. A copy of the
amended Stock Option Plan has been filed
as an exhibit to this registration statement.
COMMON STOCK
The Company's Board of Directors has authorized the
issuance of up to 20,000,000 shares of the
common stock to the persons holding options covered by
the amended Stock Option Plan upon
effectiveness of this registration statement, of
which 3,125,000 have already been issued.
OPTIONEES
The Company relies on employees and a variety of
outside or independent consultants for a
variety of services from time to time. In exchange
for consulting services that benefit us, we
intend to compensate them for their services under
the terms of the Stock Option Plan by
delivering options for the purchase of our common
stock to them in lieu of cash compensation.
NO RESTRICTIONS ON TRANSFER
The Optionees will become the record and beneficial
owners of the shares of common
stock upon the exercise of options and will be 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.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not Applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the
Company are incorporated
herein by reference:
(a) The Company's latest Annual Report on Form 10-KSB
for the year ended December 31,
2006, as well as the Company's quarterly reports filed on
Form 10-QSB for the periods ended
March 31, 2007 and June 30, 2007;
(b) The reports of the Company filed pursuant to Section
13(a) or 15(d) of the Exchange Act
since the fiscal year ended December 31, 2006;
(c) All other documents filed by the Company after the
date of this amended registration
statement pursuant to Sections 13(a), 13(c), 14 and 15
(d) of the Exchange Act, prior to the
filing of a post-effective amendment to this registration
statement which de-registers 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS; INSURANCE.
Section 78.7502 of the Nevada Revised Statutes provides:
Discretionary and mandatory indemnification of
officers, directors, employees and
agents: General provisions.
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 attorneys'
fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him
in connection with the action, suit or
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.
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 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,
the corporation shall indemnify him against
expenses, including attorneys' fees,
actually and reasonably incurred by him in
connection with the defense.
The foregoing indemnification provisions are
broad enough to encompass certain
liabilities of directors and officers of
Company under the Securities Act of 1933.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES OCCURRING PURSUANT
TO THE PROVISIONS OF THE SECURITIES ACT OF 1933 MAY BE PERMITTED
AS TO DIRECTORS, OFFICERS, OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN
INFORMED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE
COMMISSION, SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS
EXPRESSED IN THAT ACT AND, THEREFORE, IS UNENFORCEABLE.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
(a) The following exhibits are filed as part
of this registration statement
pursuant to Item 601 of the Regulation SB and
are specifically incorporated
herein by this reference:
Exhibit No.
Title
4.1
Amended 2005 Stock Option Plan
5.1
Legal opinion of Astor Weiss Kaplan & Mandel, LLP.
23.1
Consent of Astor Weiss Kaplan & Mandel, LLP (Exhibit 5.1)
23.2
Consent of Independent Certified Public Accountant
ITEM 9. UNDERTAKINGS.
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 to:
(i) include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represents a fundamental change in the
information set forth in the registration statement;
(iii) 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 paragraphs (1)(i) and (1)
(ii) shall not apply if the information required to
be included in a post-effective amendment by those
paragraphs is incorporated by reference from
periodic reports filed 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.
(2) That, for the purpose of determining any liability
pursuant to 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 such
securities offered 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.
(4) To deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus
is sent or given, the latest annual report to security
holders that is incorporated by reference in
the prospectus and furnished pursuant to and meeting
the requirements of Rule 14a-3 or
Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information
required to be presented by Article 3 of Regulation
S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to
whom the prospectus is sent or given, the
latest quarterly report that is specifically
incorporated by reference in the prospectus
to provide such interim financial information.
(5) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to
directors, officers and controlling persons of
registrant pursuant to the foregoing provisions, or
otherwise, 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 registrant of expenses
incurred or paid by a director, officer or
controlling person of 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, 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 is against public policy as expressed
in the Act and will be governed by the
final adjudication of such issue.
The undersigned hereby undertakes that, for purposes
of determining any liability under the
Securities Act of 1933, each filing of registrant's
annual report pursuant to Section 13(a) 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.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies 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 Las Vegas,
Nevada on this 15th day of August, 2007.
FRONTIER ENERGY CORPORATION
(Registrant)
/s/ROBERT GENESI
Robert Genesi
President
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has
been signed by the following persons in the
capacities and on the date indicated.
SIGNATURES
TITLE
DATE
/s/ROBERT GENESI
Principal Executive Officer
August 15, 2007
/s/ROBERT GENESI
Principal Financial Officer
August 15, 2007
/s/ DONALD HUANG
Director
August 15, 2007