grantlife_s8-050208.htm
As filed
with the Securities and Exchange Commission on May 6, 2008
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)
Compensation Agreement
(Full
title of the plan)
Hun-Chi
Lin, President
1787 East
Ft. Union Blvd., Suite 202
Salt Lake
City, Utah 84121
(Name and
address of agent for service)
(801)
733-0878
(Telephone
number, including area code of agent for service)
With a
copy to:
Gregory
Sichenzia, Esq.
Andrew M.
Smith, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway
New York,
NY 10006
(212)
930-9700
Fax:
(212) 930-9724
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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Common
Stock , $.001 par value
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7,500,000 |
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$ |
0.009 |
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$ |
67,500 |
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$ |
2.65 |
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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 April 24, 2008.
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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 5, 2008 on the
OTC Electronic Bulletin Board, which was $0.01 and $0.008,
respectively.
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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), and 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)
733-0878
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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·
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Reference
is made to the Registrant’s current report on Form 8-K as filed with the
SEC on March 14, 2008, which is hereby incorporated by
reference.
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·
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Reference
is made to the Registrant’s current report on Form 10-KSB for the year
ended December 31, 2007, as filed with the SEC on March 6, 2008, which is
hereby incorporated by reference.
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·
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Reference
is made to the Registrant’s current report on Form 8-K as filed with the
SEC on November 30, 2007, which is hereby incorporated by
reference.
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·
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Reference
is made to the Registrant’s current report on Form 8-K as filed with the
SEC on November 16, 2007, which is hereby incorporated by
reference.
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·
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Reference
is made to the Registrant’s current report on Form 10-QSB for the quarter
ended September 30, 2007, as filed with the SEC on October 29, 2007, which
is hereby incorporated by reference.
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·
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Reference
is made to the Registrant’s current report on Form 10-QSB for the quarter
ended June 30, 2007, as filed with the SEC on August 13, 2007, which is
hereby incorporated by reference.
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·
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Reference
is made to the Registrant’s current report on Form 8-K as filed with the
SEC on June 22, 2007, which is hereby incorporated by
reference.
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·
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Reference
is made to the Registrant’s current report on Form 10-QSB for the quarter
ended March 31, 2007, as filed with the SEC on June 21, 2007, which is
hereby incorporated by reference.
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·
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Reference
is made to the Registrant’s current report on Form 10-KSB/A for the year
ended December 31, 2006, as filed with the SEC on June 21, 2007, which is
hereby incorporated by reference.
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·
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Reference
is made to the Registrant’s current report on Form 8-K as filed with the
SEC on May 25, 2007, which is hereby incorporated by
reference.
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·
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Reference
is made to 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 to 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 to 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, 32 nd Fl.,
New York, NY 10006. Gregory Sichenzia, a member of Sichenzia Ross Friedman
Ference LLP, will receive 7,500,000 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 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,
Inc. 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.
Exhibit
No.
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Description
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5.1
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Opinion
of Sichenzia Ross Friedman Ference, LLP
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10.1
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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. (Independent
Registered Public Accounting Firm)
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23.2
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Consent
of Tanner LC (Independent Registered Public Accounting
Firm)
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23.3
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Consent
of Sichenzia Ross Friedman Ference, LLP (included in its opinion filed as
Exhibit 5.1)
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(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, 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 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.
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, on May 6,
2008.
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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 |
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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
6, 2008
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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
6, 2008
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Hun-Chi
Lin
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/s/
Michael
Ahlin
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Vice
President and Director
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May
6, 2008
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Michael
Ahlin
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/s/
Jack
Levine
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Director
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May
6, 2008
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Jack
Levine