Unassociated Document
As
filed
with the Securities and Exchange Commission on May 14, 2007
Registration
No. _________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GRANT
LIFE SCIENCES, INC.
(Name
of
Small Business Issuer in its charter)
Nevada
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82-0490737
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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1787
East
Ft. Union Blvd., Suite 202, Salt Lake City, Utah 84121
(Address
of Principal Executive Offices)(Zip Code)
(Full
title of the plan)
Hun-Chi
Lin, President
1787
East
Ft. Union Blvd., Suite 202
Salt
Lake
City, Utah 84121
(801)
261-8736
(Name
and
address of agent for service)
(801)
261-8736
(Telephone
number, including area code of agent for service)
With
a
copy to:
Gregory
Sichenzia, Esq.
Yoel
Goldfeder, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New
York,
NY 10006
(212)
930-9700
Fax:
(212) 930-9724
CALCULATION
OF REGISTRATION FEE
to
be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price Per
Share
(2)
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Proposed
Maximum
Aggregate
Offering
Price (2)
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Amount
of
Registration
Fee
(2)
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|
|
|
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Common
Stock , $.001 par value
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|
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2,075,000
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$
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.03105
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$
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64,428.75
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$
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1.98
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(1)
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Issuable
pursuant to the Compensation Agreement between Grant Life Sciences,
Inc.
and Gregory Sichenzia, dated as of May 9, 2007.
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(2)
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Estimated
solely for purposes of calculating the registration fee in accordance
with
Rule 457(c) under the Securities Act of 1933, using the average of
the
high and low price of the Common Stock as reported on May 4, 2007
on the
OTC Electronic Bulletin Board, which was $0.034 and $0.0281,
respectively.
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PART
I
Item
1. Plan Information.
The
documents containing the information specified in Item 1 will be sent or given
to participants in the Plan as specified by Rule 428(b)(1) of the Securities
Act
of 1933, as amended (the "Securities Act"). Such documents are not required
to
be and are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Upon
written or oral request, any of the documents incorporated by reference in
Item
3 of Part II of this Registration Statement (which documents are incorporated
by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
Hun-Chi
Lin, President
1787
East
Ft. Union Blvd., Suite 202
Salt
Lake
City, Utah 84121
(801)
261-8736
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
Registrant hereby incorporates by reference into this Registration Statement
the
documents listed below. In addition, all documents subsequently filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(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 into this Registration Statement and to be a part hereof from the
date
of filing of such documents:
·
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Reference
is made the Registrant’s current report on Form 8-K/A as filed with the
SEC on April 30, 2007, which is hereby incorporated by
reference.
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·
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Reference
is made the Registrant’s current report on Form 8-K as filed with the SEC
on April 23, 2007, which is hereby incorporated by
reference.
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·
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Reference
is made the Registrant’s current report on Form 8-K as filed with the SEC
on April 13, 2007, which is hereby incorporated by
reference.
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·
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Reference
is made to the Registrant’s annual report on Form 10-KSB for the year
ended December 31, 2006, as filed with the SEC on April 2, 2007,
which is
hereby incorporated by reference.
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·
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Reference
is made to the description of the Registrant’s common stock as contained
in its Registration Statement on Form SB-2, as filed with the SEC
on
October 3, 2006, together with all amendments or reports filed for
the
purpose of updating such
description.
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Item
4.
Description
of Securities.
Not
applicable.
Item
5.
Interest
of Named Experts and Counsel.
The
validity of the shares of common stock offered hereby will be passed upon for
the Registrant by Sichenzia Ross Friedman Ference LLP, 61 Broadway,
32nd
Fl., New
York, NY 10006. Gregory Sichenzia, a member of Sichenzia Ross Friedman Ference
LLP, will receive up to 2,075,000 shares of common stock under this registration
statement to be issued as compensation for legal services to be performed on
behalf of the Registrant.
Item
6.
Indemnification
of Directors and Officers.
Section
78.7502 of the Nevada Revised Statutes allows a corporation to indemnify any
officer, director, employee or agent who is a party or is threatened to be
made
a party to a litigation by reason of the fact that he or she is or was an
officer, director, employee or agent of the corporation, or is or was serving
at
the request of the corporation as an officer, director, 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 such director or officer
if:
•
there
was
no breach by the officer, director, employee or agent of his or her fiduciary
duties to the corporation involving intentional misconduct, fraud or knowing
violation of law; or
•
the
officer, director, employee or agent acted in good faith and in a manner which
he or she 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 or her conduct was unlawful.
Our
Amended and Restated Articles of Incorporation provide for the indemnification
of our officers and directors to the maximum extent permitted by Nevada law,
and
also provide that:
•
the
indemnification right is a contract right that may be enforced in any manner
by
our officers and directors,
•
the
expenses of our officers and directors incurred in any proceeding for which
they
are to be indemnified are to be paid to them as they are incurred, with such
payments to be returned to us if it is determined that an officer or director
is
not entitled to be indemnified,
•
the
indemnification right is not exclusive of any other rights that our officers
and
directors have or may acquire and includes any other rights of indemnification
under any bylaw, agreement, vote of stockholders or provision of law,
•
our
Board
of Directors may adopt bylaws to provide for the fullest indemnification
permitted by Nevada law,
•
our
Board
of Directors may cause us to purchase and maintain insurance for our officers
and directors against any liability asserted against them while acting in their
capacity as our officers or directors, and
•
these
indemnification rights shall continue to apply after any officer or director
has
ceased being an officer or director and shall apply to their respective heirs,
executors and administrators.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of Grant Life Sciences
pursuant to the foregoing provisions, or otherwise, we have 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.
Not
applicable.
Item
8. Exhibits.
Exhibit
No.
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Description
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5.1
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Opinion
of Sichenzia Ross Friedman Ference l, LLP
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10.2
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Compensation
Agreement
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23.1
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Consent
of Singer Lewak Greenbaum & Goldstein LLP., CPA’s.
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23.2
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Consent
of Sichenzia Ross Friedman Ference, LLP (included in its opinion
filed as
Exhibit 5.1)
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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:
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.
(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 that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered herein, 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 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.
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
Las
Vegas, State of Nevada, on May 11, 2007.
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GRANT
LIFE SCIENCES, INC.
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By:
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/s/
Hun-Chi Lin
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Hun-Chi
Lin
President
and Director (principal executive
officer)
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POWER
OF ATTORNEY
Each
person whose signature appears below constitutes and appoints Hun-Chi Lin of
the
Registrant, his true and lawful attorney-in-fact and agent, with full power
of
substitution and resubstitution, for him and in his name, place and stead,
in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to
all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute 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 by the following persons in the capacities and on the dates
indicated.
Name
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Title
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Date
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/s/
Stan Yakatan
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Chairman
of the Board of Directors
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May
11, 2007
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Stan
Yakatan
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/s/
Hun-Chi Lin
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President,
Chief Scientific Officer and Director
(principal
executive officer)
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May
11, 2007
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Hun-Chi
Lin
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/s/
Doyle R. Judd
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Chief
Financial Officer (principal financial
officer
and chief accounting officer)
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May
11, 2007
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Doyle
R. Judd
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/s/
Michael Ahlin
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Vice
President and Director
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May
11, 2007
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Michael Ahlin |
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/s/
Jack Levine
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Director
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May
11, 2007
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Jack
Levine
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