Unassociated Document
As
filed
with the Securities and Exchange Commission on March 24, 2008
Registration
No. 333-149265
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
TO
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DEALERADVANCE,
INC.
(Exact
name of registrant as specified in charter)
NEVADA
|
22-3762832
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(State
or other jurisdiction
|
(I.R.S.
Employer
|
of
Incorporation or Organization)
|
Identification
No.)
|
16801
Addison Road, Addison, Texas 75001
(Address
of Principal Executive Offices) (Zip Code)
(214)
866-0606
(Registrant’s
telephone number)
2008
Stock Incentive Plan
(Full
title of plan)
Noel
E. Guardi, P.O. Box 381, Pinecliffe, CO 80471
(Name
and
address of agent for service)
(303)
969-8886
(Telephone
number, including area code, of agent for service)
COPIES
TO:
Noel
E. Guardi, Esq.
P.O.
Box 381
Pinecliffe,
Colorado 80471
(303)
969-8886
CALCULATION
OF REGISTRATION FEE
|
|
Proposed
|
Proposed
|
|
|
|
maximum
|
maximum
aggregate
|
|
Title
of securities
|
Amount
to be
|
offering
|
offering
|
Amount
of
|
to
be registered
|
registered
|
price
per unit
|
price
|
registration
fee
|
|
|
|
|
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
Not
Applicable
|
*No
additional securities are to be registered, and registration fees were paid
upon
filing of the original Registration Statement No. Registration
No. 333-149265. Therefore, no further registration fee is
required.
TERMINATION
OF REGISTRATION
Registration
Statement on Form S-8 under the Securities Act of 1933 filed on February
15,
2008, Registration No. Registration
No. 333-149265 (the “Registration Statement”) covered 40,000,000 shares
of Common Stock, $.0001 par value (the “Securities”) of DealerAdvance, Inc., a
Nevada corporation (the “registrant”) to be issued on a delayed or continuous
basis pursuant to the registrant’s 2008 Incentive Stock Plan (the
“Plan”).
Registrant
will not seek shareholder approval of the Plan as required for the Plan to
become effective and for the registrant to issue the Securities thereunder.
The
registrant hereby abandons and terminates the proposed offering of the
Securities pursuant to the Plan and the Registration Statement.
None
of
the Securities have been offered or sold as of the date hereof. Pursuant to
Rule
478 under the Act and the undertaking in the Registration Statement, registrant
hereby removes the Securities from registration.
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, whereunto duly authorized, in Addison,
Texas,
on March 21, 2008.
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|
|
|
DEALERADVANCE,
INC.
|
|
|
|
|
By: |
/s/
Steven E. Humphries
|
|
Steven
E. Humphries, Chief Executive Officer
|
|
|
Pursuant
to the requirements of the Securities Act of 1933, the registration statement
has been signed by the following persons in the capacities and on the dates
indicated:
|
|
Dated:
March 21, 2008
|
/s/
Steven E. Humphries
|
|
Steven
Humphries, Chief Executive Officer and Sole Director
|
|
|
Dated:
March 21, 2008
|
/s/
David
T. Wange
|
|
David
T. Wange, Chief Financial
Officer
|