cjyfs8.htm
As
filed
with the Securities and Exchange Commission on January 28, 2008
Registration Number: 333-_____________________________________________________________________________________________________________________________________________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CHINA
JIANYE FUEL,
INC.
(Exact
name of Registrant as specified in Charter)
Delaware 20-8296010________
(State
of
Incorporation) (I.R.S.
Employer I.D. Number)
100
Wall Street –
15thFloor,
New York, NY
10005
(Address
of Principal Executive Offices)
2008
EQUITY INCENTIVE
PLAN
(Full
Title of Plan)
Peter
Zhou
American
Union Securities, Inc.
100
Wall
Street, 15th
Floor
New
York,
NY 10005
212-232-0120
(Name,
Address and Telephone Number of Agent for Service)
Copy
to:
ROBERT
BRANTL, ESQ.
52
Mulligan Lane
Irvington,
NY 10533
(914)
683-3026
CALCULATION
OF REGISTRATION FEE
Title
of
|
|
Proposed
Maximum
|
Proposed
Maximum
|
Securities
|
|
Offering
|
Aggregate
|
Amount
of
|
|
Common
stock,
|
500,000
shares
|
$1.25
|
$625,000
|
$24.57
|
$.001
par
value
____________________________________________________________________________________________________
(1)
|
This
Registration Statement also
covers an indeterminable number of additional shares that may be
issued as
a result of an adjustment in the shares in the event of a stock split,
stock dividend or similar capital adjustment, as required by the
Plan.
|
(2)
|
The
price stated is estimated
solely for purposes of calculation of the registration fee and is
the
product resulting from multiplying 500,000 shares by $1.25. The
price was determined by reference to the last trade price posted
on the
OTC Bulletin Board as of January 25,
2008.
|
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
|
Incorporation
of
Documents by Reference.
|
China
Jianye Fuel, Inc. is
incorporating by reference the following documents previously filed with the
Securities and Exchange Commission:
|
(a)
|
China
Jianye Fuel’s Registration Statement on Form 10-SB filed on March 12,
2007;
|
|
(b)
|
China
Jianye Fuel’s Quarterly Report on Form 10-QSB for the quarter ended March
31, 2007;
|
|
(c)
|
China
Jianye Fuel’s Quarterly Report on Form 10-QSB for the quarter ended June
30, 2007;
|
|
(d)
|
China
Jianye Fuel’s Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2007
|
|
(e)
|
China
Jianye Fuel’s Current Report on Form 8-K dated October 15, 2007 and filed
on October 19, 2007; and
|
|
(f)
|
China
Jianye Fuel’s Current Report on Form 8-K dated November 13, 2007 and filed
on November 13, 2007;
|
|
(g)
|
China
Jianye Fuel’s Current Report on Form 8-K dated January 17, 2008 and filed
on January 18, 2008;
|
|
(h)
the description of China Jianye Fuel’s Common Stock contained in Item 8 of
its Registration Statement on Form 10-SB (No. 000-52496) that was
filed on
March 12, 2007.
|
China
Jianye Fuel is also incorporating
by reference all documents hereafter filed by China Jianye Fuel pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
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.
Item
4.
|
Description
of
Securities.
|
Not
Applicable.
Item
5. Interests of Named
Experts
and Counsel.
Robert
Brantl, Esq., counsel to China Jianye Fuel, has passed upon the validity of
the
shares registered pursuant to this Registration Statement. Mr. Brantl
holds no interest in the securities of China Jianye Fuel (China) Holdings,
Inc.
Item
6.
Indemnification
of
Directors and Officers.
Section
145 of the General
Corporation Law of the State of Delaware authorizes a corporation to provide
indemnification to a director, officer, employee or agent of the corporation,
including attorneys' fees, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit
or
proceeding, if such party acted in good faith and in a manner 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 as determined in accordance with the statute,
and except that with respect to any action which results in a judgment against
the person and in favor of the corporation the corporation may not indemnify
unless a court determines that the person is fairly and reasonably entitled
to
the indemnification. Section 145 further provides that indemnification shall
be
provided if the party in question is successful on the merits.
The
Certificate of Incorporation of China Jianye Fuel provides that the
corporation may indemnify directors, officers, employees or agents
of the
corporation to the extent provided in the Delaware General Corporation
law.
|
Insofar
as indemnification for
liabilities under the Securities Act of 1933 may be permitted to our directors,
officers or controlling persons pursuant to the foregoing provision 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 that Act and is, therefore, unenforceable.
Item
7.
|
Exemption
from
Registration Claimed.
|
Not
applicable.
Item
8.
Exhibits.
4.1
|
2008
Equity Incentive Plan
|
5
Opinion of Robert Brantl, Esq.
23.1 Consent
of Michael F. Cronin, CPA
23.2
Consent of Patrizio & Zhao, LLC
23.3
|
Consent
of Robert Brantl, Esq. is contained in his opinion, filed as Exhibit
5.
|
Item
9.
Undertakings.
China
Jianye Fuel, Inc. 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;
(4)
That, for purposes of determining
any liability under the Securities Act of 1933, each filing of the annual report
pursuant to Section 13(a) or 15(d) 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 this 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.
Insofar
as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of China Jianye Fuel pursuant to
the
provisions of the Delaware General Corporation Law or otherwise, China Jianye
Fuel 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 China Jianye
Fuel of expenses incurred or paid by a director, officer or controlling person
of China Jianye Fuel 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, China Jianye Fuel 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, China Jianye Fuel, Inc. 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 Zhaodong, People’s
Republic of China on the 28th
day of
January, 2008.
CHINA
JIANYE FUEL, INC.
By:
/s/
Jianye
Wang
Jianye
Wang, Chief Executive Officer
Pursuant
to the requirements of the
Securities Act of 1933, this registration statement has been signed below by
the
following persons in the capacities indicated on January 28, 2008.
/s/
Jianye
Wang______
Jianye
Wang, Director,
Chief
Executive Officer,
Chief
Financial Officer