CHMS Form S-8 11/02/2005
AS
FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 2, 2005
REGISTRATION
NO. 333-124654
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
China
Mobility Solutions, Inc.
(Exact
name of Registrant as specified in its charter)
Florida
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330-751560
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(State
or other jurisdiction of
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(IRS
Employer
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incorporation
or organization)
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Identification
No.)
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900-789
West Pender Street
Vancouver,
B.C., Canada V6C 1H2
(Address
of Principal Executive Offices, including ZIP Code)
2006
Non-Qualified Stock Compensation Plan
(Full
title of the plan)
Angela
Du, President
China
Mobility Solutions, Inc.
900-789
West Pender Street
Vancouver,
B.C., Canada V6C 1H2
(Name
and
address of agent for service)
(604)
632-9638
(Telephone
number, including area code, of agent for service)
Harold
H. Martin, Esq.
Martin
& Associates, P.A.
17115
Kenton Place, Suite 202A
Cornelius,
North Carolina 28031
(Communications
To)
CALCULATION
OF REGISTRATION FEE
Title
of Securities
to
be Registered
|
Amount
of
Shares
to
be Registered
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount
of
Registration
Fee
|
|
|
|
|
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$.001
par value
common
stock
$.001
par value
common
stock underlying options
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2,000,000
2,000,000
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$.455
(1)
$.455
(1)
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$910,000
$910,000
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$115.30
$115.30
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|
|
|
|
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TOTALS
|
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$.455
(1) |
$1,820,000 |
$230.60 |
(1)
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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
average of the high and low prices reported on the OTC Bulletin Board
as
of October 26, 2005.
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PROSPECTUS
China
Mobility Solutions, Inc.
4,000,000
Shares Of Common Stock
This
prospectus relates to the offer and sale by China Mobility Solutions, Inc.,
a
Florida corporation (“CHMS”), of shares of its $.001 par value per share common
stock to employees, directors, officers, consultants, advisors and other persons
associated with CHMS pursuant to the 2006 Non-Qualified Stock Compensation
Plan
(the “Stock Plan”). Pursuant to the Stock Plan, CHMS is registering hereunder
and then issuing, upon receipt of adequate consideration therefore, 2,000,000
shares of common stock and 2,000,000 shares of common stock underlying options.
The
common stock is not subject to any restriction on transferability. Recipients
of
shares other than persons who are “affiliates” of CHMS 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. An affiliate is summarily, any director,
executive officer or controlling shareholder of CHMS or any one of its
subsidiaries. An “affiliate” of CHMS is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The common
stock is traded on the OTC Bulletin Board under the symbol “CHMS.”
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 November 2, 2005
This
prospectus is part of a registration statement which was filed and became
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 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 contract or other documents filed as an exhibit to either
the registration statement or other filings by CHMS with the Commission are
qualified in their entirety by 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:
China
Mobility Solutions, Inc., 900-789 West Pender Street, Vancouver, B.C., Canada
V6C 1H2. CHMS’ telephone number is (604) 632-9638.
CHMS
is
subject to the reporting requirements of the Securities Exchange Act of 1934
(the “Exchange Act”) and in accordance therewith files reports and other
information with the Commission. These reports, as well as the proxy statements
and other information filed by CHMS under the Exchange Act may be inspected
and
copied at the public reference facilities maintained by the Commission at Room
100, F Street, N.E., Washington, DC 20549. In
addition, the Commission maintains a World Wide Website on the Internet at
http://www.sec.gov that contains reports, proxy and information statements
and
other information regarding registrants that file electronically with the
Commission
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 CHMS 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 CHMS since the date hereof.
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Information
Required in the Section 10(a) Prospectus
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6
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6
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7
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8
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9
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9
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10
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12
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13
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PART
1
INFORMATION
REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The
Company
China
Mobility Solutions, Inc. has its principal executive offices at 900-789 West
Pender Street, Vancouver, B.C., Canada V6C 1H2. CHMS'
telephone number is (604) 632-9638.
Purpose
CHMS
will
issue common stock and common stock upon exercise of options to employees,
directors, officers, consultants, advisors and other persons associated with
CHMS pursuant to the Stock Plan, which has been approved by the Board of
Directors of CHMS. The Stock Plan is intended to provide a method whereby CHMS
may be stimulated by the personal involvement of its employees, directors,
officers, consultants, advisors and other persons in CHMS’s business and future
prosperity, thereby advancing the interests of CHMS and all of its shareholders.
A copy of the Stock Plan has been filed as an exhibit to this registration
statement.
Common
Stock
The
Board
has authorized the issuance of 4,000,000 shares of the common stock to certain
of the above-mentioned persons upon effectiveness of this registration
statement.
No
Restrictions on Transfer
Recipients
of shares of common stock will become the record and beneficial owner 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.
Tax
Treatment to the Recipients
The
common stock is not qualified under Section 401(a) of the Internal Revenue
Code.
A recipient, therefore, will be required for federal income tax purposes to
recognize compensation during the taxable year of issuance unless the shares
are
subject to a substantial risk of forfeiture. Accordingly, absent a specific
contractual provision to the contrary, the recipient will receive compensation
taxable at ordinary rates equal to the fair market value of the shares on the
date of receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer. Each recipient is urged to consult his tax advisors
on
this matter.
Tax
Treatment to the Company
The
amount of income recognized by a recipient hereunder in accordance with the
foregoing discussion will be a tax deductible expense by CHMS for federal income
tax purposes in the taxable year of CHMS during which the recipient recognizes
income.
Restrictions
on Resale
In
the
event that an affiliate of CHMS 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 CHMS
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. CHMS has agreed that for the purpose of any “profit” computation
under Section 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.
A
copy of
any document or part thereof 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:
China Mobility Solutions, Inc. at its principal executive offices at 900-789
West Pender Street, Vancouver, B.C., Canada V6C 1H2, where its telephone number
is (604) 632-9638.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
following documents filed with the Securities and Exchange Commission (the
"Commission") by China Mobility Solutions, Inc., a Florida corporation (the
"Company"), are incorporated herein by reference:
a.
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The
Company's latest Annual Report on Form 10-KSB for the year ended
December
31, 2004, as amended by Amendment No. 1 thereto, filed with the Securities
and Exchange Commission;
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b.
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The
reports of the Company filed pursuant to Section 13(a) or 15(d) of
the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the
fiscal year ended December 31, 2004;
and
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c.
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All
other documents filed by the Company after the date of this 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.
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Not
applicable.
The
financial statements of CHMS are incorporated by reference in this prospectus
as
of and for the year ended December 31, 2004, and have been audited by Moen
and
Company, Chartered Accountants, as set forth in their report incorporated herein
by reference, and are incorporated herein in reliance upon the authority of
said
firm as experts in auditing and accounting.
Martin
& Associates, P.A., has rendered an opinion on the validity of the
securities being registered. Neither Mr. Martin nor Martin & Associates,
P.A. are an affiliate of CHMS.
Item
6. Indemnification of Directors, Officers, Employees and Agents;
Insurance.
Under
Florida law, a corporation may indemnify its officers, directors, employees
and
agents under certain circumstances, including indemnification of such persons
against liability under the Securities Act of 1933, as amended. Those
circumstances include that an officer, director, employee or agent may be
indemnified if the person acted in good faith and in a manner that 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. In addition, a
Florida corporation may purchase or maintain insurance on behalf of its
directors, officers, employees or agents for any liability incurred by such
person in such capacity, whether or not the corporation has the authority to
indemnify such person. The Articles of Incorporation and By-Laws of CHMS do
not
address the issue of indemnification of directors, officers, employees or
agents, or insurance. Nonetheless, the above-cited provisions of Florida Revised
Statutes empower CHMS to make such indemnification and insurance available.
A
true and correct copy of Section 850(1) of Chapter 607 of the Florida Revised
Statutes, which addresses indemnification of officers, directors, employees
and
agents is attached hereto as Exhibit 99.1.
The
effect of these provisions may be to eliminate the rights of CHMS and its
stockholders (through stockholder derivative suits on behalf of CHMS) to recover
monetary damages against a director, officer, employee or agent for breach
of
fiduciary duty.
Insofar
as indemnification
for
liabilities arising under the Securities Act of 1933, as amended, may be
provided for directors, officers, employees, agents or persons controlling
an
issuer pursuant to the foregoing provisions, the opinion of the Commission
is
that such indemnification
is
against public policy as expressed in the Securities Act of 1933, as amended,
and is therefore unenforceable.
Not
applicable.
(a) |
The
following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically
incorporated herein by reference:
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Exhibit
No.
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Title
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5.1
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Legal
opinion of Martin & Associates, P.A.
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10.1
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2006
Non-Qualified Stock Compensation Plan
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23.1
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Consent
of the Martin & Associates, P.A.
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23.2
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Consent
of Moen and Company, Chartered Accountants.
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99.1
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Section
850(1) of Chapter 607 of Florida Revised Statutes, addressing
indemnification.
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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:
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(i)
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include
any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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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;
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(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.
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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
contained in 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.
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(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.
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(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.
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(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.
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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.
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 the city of Vancouver,
B.C., Canada, on November 2, 2005.
China
Mobility Solutions, Inc.
(Registrant)
/s/
Angela Du
Angela
Du
Chief
Executive Officer
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following person in the capacities and on the date
indicated.
/s/
Angela Du
Angela
Du
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Chairman
and Chief Executive Officer, Director
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November
2, 2005
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/s/
Ernest Cheung
Ernest
Cheung
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Director
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November
2, 2005
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/s/
Greg Ye
Greg
Ye
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Director
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November
2, 2005
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Exhibit
No.
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Title
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5.1
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10.1
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23.1
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23.2
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99.1
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