SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTH AMERICAN LIABILITY GROUP, INC.
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(Exact Name of Company as specified in its charter)
Florida 000-25947 65-0386286
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(State of Incorporation) (Commission File No.) (IRS Employer ID Number)
2929 East Commercial Boulevard, Suite 610
Ft. Lauderdale, Florida 33308
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(Address of principal executive offices)
2004 EQUITY COMPENSATION PLAN
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(Full title of the Plan)
Bradley Wilson, President
NORTH AMERICAN LIABILITY GROUP, INC.
2929 East Commercial Boulevard, Suite 610
Ft. Lauderdale, Florida 33308
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(Name and address of agent for service)
Company's telephone number: (954) 771-5500
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities Registered Offering Aggregate Registration
to be Price Per Offering Fee
Registered Share(2) Price(2)
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Common 30,000,000 (1) $0.33 $9,900,000 $1,254.33
Shares
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(1) Pursuant to Rule 416, this Registration Statement shall be
deemed to cover such indeterminable number of shares of common
stock as may become issuable with respect to any of the
registered shares pursuant to antidilution provisions in the
Plan.
(2) The proposed maximum offering price per share is estimated
solely for purpose of calculating the registration fee in
accordance with Rule 457(F)(2).
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Pursuant to the Note to Part I of Form S-8, the Plan Information
specified by Part I is not being filed with the Securities and
Exchange Commission as such information is either contained in
the consulting agreement or legal services agreement between the
Registrant and each of the participants or provided to each of
the participants in accordance with Rule 428(b)(1) under the
Securities Act of 1933, as amended (the "Securities Act"). Such
consulting agreements, legal services agreements, additional
information, and the information incorporated by reference into
this Registration Statement pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities
Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company
with the Securities and Exchange Commission, are hereby
incorporated by reference into this Prospectus:
a. The Company's Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2003;
b. The Company's Quarterly Reports on Form 10-QSB for the
fiscal quarters ended March 31, 2004 and June 30, 2004; and
c. The Company's Current Reports on Forms 8-K subsequent to
December 31, 2003, and up to and including the date of filing of
this Registration Statement.
All documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Registration Statement and prior
to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of
filing of such documents.
Any statement contained in this Registration Statement, in a
supplement to this Registration Statement or in a document
incorporated by reference herein, shall be deemed to be modified
or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently
filed supplement to this Registration Statement or in any
document that is subsequently incorporated by reference herein
modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The authorized stock of the Company consists of 5000,000,000
authorized shares of Common Stock, no par value, approximately
91,903,698 shares of which were outstanding as of June 30, 2004,
and 150,000,000 authorized shares of Preferred Stock, no par
value, approximately 27,996,000 shares of which were outstanding
as of June 30, 2004.
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Each share of Common Stock is entitled to one vote, either in
person or by proxy, on all matters that may be voted upon by the
owners thereof at a meeting of the shareholders, including the
election of directors. The holders of Common Stock (i) have
equal, ratable rights to dividends from funds legally available
therefor, when, as and if declared by the Board of Directors of
the Company; (ii) are entitled to share ratably in all of the
assets of the Company available for distribution to holders of
Common Stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive or
redemption provisions applicable thereto; and (iv) are entitled
to one noncumulative vote per share on all matters on which
shareholders may vote at all meetings of shareholders.
All shares of Common Stock issued and outstanding are, and those
offered hereby, when issued, will be fully paid and
nonassessable, with no personal liability attaching to the
ownership thereof.
Transfer Agent, Registrar and Warrant Agent
The Company has appointed Atlas Stock Transfer, Inc. 5899 S.
State Street, Suite 24, Salt Lake City, Utah 84107, as transfer
agent and registrar for the Common Stock and Preferred Stock.
ITEM 5. Interests of Named Experts and Counsel.
None.
ITEM 6. Indemnification of Directors and Officers.
Registrant's Articles of Incorporation and Bylaws and the Florida
Business Corporation Act provide for indemnification of directors
and officers against certain liabilities. In general, officers
and directors of Registrant are indemnified against expenses
actually and reasonably incurred in connection with proceedings,
whether civil or criminal, provided that it is determined that
they acted in good faith, and are not deemed to be liable to
Registrant for negligence or misconduct in the performance of
their duties.
ITEM 7. Exemption From Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
Exhibit Number Description
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4 North American Liability Group, Inc. 2004
Equity Compensation Plan.
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Tedder, James, Worden &
Associates, P.A., Independent Certified
Public Accountants.
23.2 Consent of The Business Law Group
(Included in Exhibit 5).
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ITEM 9. Undertakings
1. The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to 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, represent a fundamental change in the
formation set forth in the registration statement
(iii) 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;
(b) 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 bonafide offering
thereof.
(c) 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.
2. The 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 Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 in the initial bona fide offering
thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Orlando, State of Florida, on this 30th day of August, 2004.
NORTH AMERICAN LIABILITY GROUP, INC.
By: /s/Bradley Wilson
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Bradley Wilson, CEO
In accordance with the requirements of the Securities Act of 1933
as amended, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Bradley Wilson President, Director 08/30/04
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Bradley Wilson (Principal Executive Officer
and Principal Financial Officer)
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REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NORTH AMERICAN LIABILITY GROUP, INC.
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(Exact name of Issuer as specified in its charter)
EXHIBIT INDEX
Exhibit Number Description
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4 North American Liability Group, Inc. 2004
Equity Compensation Plan.
5 Opinion of Counsel, The Business Law Group.
23.1 Consent of Tedder, James, Worden & Associates,
P.A., Independent Certified Public Accountants.
23.2 Consent of The Business Law Group
(Included in Exhibit 5).
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