As filed with the Securities and Exchange Commission on May 29, 2003
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STEREO VISION ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
95-4786792
(I.R.S. Employer Identification No.)
15452 Cabrieto Road, Suite 204, Van Nuys, California 91406
(Address of Principal Executive Offices, and Zip Code)
CONSULTING AND LEGAL SERVICES PLAN
(Full title of plan)
John Honour
15452 Cabrieto Road, Suite 204
Van Nuys, California 91406
(818) 909-7911
(Address and telephone number, including area code of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed
Title of Securities to be Proposed Maximum Offering Maximum
Registered Price Per Share Aggregate Amount of
Amount to be registered Offering Registration
Price Fee
Common Stock, $.001 par value 5,000,000 $0.05 $250,000 $20.23
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rue 457 under the Securities Act of 1933.
[GRAPHIC OMITTED]
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The Company is offering shares of its common stock to various individuals for
consulting and legal services performed on the Company's behalf. This issuance
of shares is being made pursuant to a Consulting and Legal Services Plan adopted
by the Board of Directors on January 2, 2003. The Board has equated this number
of shares to the value of the legal or consulting services provided or to be
provided by these individuals. The shares issued hereunder to eligible
participants who are not affiliates of the Company as defined in Rule 405 of the
Securities Act will not be subject to any resale restrictions. The Plan is not
qualified under ERISA.
The consulting services for which these shares are being issued are not in
connection with any offer of sale of securities in a capital-raising transaction
and does not directly or indirectly promote or maintain a market for the
securities of the Company.
Item 2. Registrant Information and Employee Plan Annual Information.*
The participants shall provided a written statement notifying them that upon
written or oral request they will be provided, without charge, (i) the documents
incorporated by reference in Item 3 of Part II of the registration statement,
and (ii) other documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are incorporated by
reference in the Section 10(a) prospectus, and shall include the address (giving
title or department) and telephone number to which the request is to be
directed.
REQUESTS SHOULD BE ADDRESSED TO HERKY WILLIAMS, SECRETARY, STEREO VISION
ENTERTAINMENT, INC., 15452 CABRIETO RD., SUITE 204, VAN NUYS, CALIFORNIA, 91406,
(310) 205-7998.
[GRAPHIC OMITTED]
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Company has filed the following documents with the Securities and Exchange
Commission: Annual Report on Form 10KSB, filed on October 11, 2002; Quarterly
Reports on form 10QSB filed November 19, 2002, February 19, 2003 and May 20,
2003. The above referenced reports, which were previously filed with the
Commission are incorporated herein by reference.
All documents filed by the Company pursuant to Section 13, or 15 (d) of the
Exchange Act after the date hereof and 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 herein and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
The Company is authorized to issue 100,000,000 shares of Common Stock, $0.001
par value. The Company's stock is currently traded on the OTCBB, under symbol
SVED. The presently outstanding shares of Common Stock are fully paid and
non-assessable.
COMMON STOCK As of March 31, 2003, 37,903,485 shares of Common Stock were
outstanding.
VOTING RIGHTS. Each holder of the Common Stock shall be entitled to one vote for
each share of stock standing in his name on the books of the Corporation.
DIVIDEND RIGHTS. Dividends may be declared, subject to the provisions of the
laws of the State of Nevada and the Articles of Incorporation, by the Board of
Directors at any regular or special meeting and may be paid in cash, property,
shares of corporate stock, or any other medium. The Board of Directors may fix
in advance a record date, as provided in the By-laws, prior to the dividend
payment for the purposes of determining shareholders entitled to receive payment
of any dividend. The Board of Directors may close the stock transfer books for
such purpose for a period of not more than ten (10) days prior to the payment
date of such dividend.
PREEMPTIVE RIGHTS. Except as may otherwise be provided by the Board of
Directors, no holder of any shares of the stock of the Corporation, shall have
any preemptive right to purchase, subscribe for, or otherwise acquire any shares
of stock of the Corporation of any class now or hereafter authorized, or any
securities exchangeable for or convertible into such shares, or any warrants or
other instruments evidencing rights or options to subscribe for, purchase or
otherwise acquire such shares.
REGISTRAR AND TRANSFER AGENT: The Company's registrar and transfer agent is
Holladay Stock Transfer, 2939 N. 67th Place, Scottsdale, Arizona 85251.
DISSENTERS' RIGHTS: Under current Nevada law, a shareholder is afforded
dissenters' rights which, if properly exercised, may require the Company to
purchase his shares dissenters' rights commonly arise in extraordinary
transactions such as mergers, consolidations, reorganizations, substantial asset
sales, liquidating distributions, and certain amendments to the Company's
certificate of incorporation.
PREFERRED STOCK There are currently no shares of Preferred stock issued.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation Laws of the State of Nevada and the Company's Bylaws provide for
indemnification of the Company's Directors for expenses actually and necessarily
incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a party, by
reason of having been Director(s) or Officer(s) of the corporation, or of such
other corporation, except, in relation to matter as to which any such Director
or Officer or former Director or Officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Furthermore, the personal liability of the Directors is
limited as provided in the Company's Articles of Incorporation.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following documents are filed as Exhibits to this Registration Statement:
5.1 -- Opinion of Counsel regarding the legality of the securities
registered hereunder.
10.2 -- Consulting and Legal Services Plan
23.1 -- Consent of Counsel(included in Exhibit 5.1)
23.2 -- Consent of Robison, Hill & Co.
ITEM 9. UNDERTAKINGS.
The undersigned 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 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 bona
fide 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.
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 (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.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 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 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, in the City of Van Nuys, California on April 28, 2003
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
date indicated.
Stereo Vision Entertainment, Inc. (Registrant)
SIGNATURES
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 a form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Van Nuys, California on May 29, 2003.
Stereo Vision entertainment, Inc.
By /s/ John Honour
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John Honour, CEO/President/Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John Honour
John Honour CEO/President/Director May 29, 2003
/s/ Herky Williams
Herky Williams Secretary-Treasurer/Director May 29,.2003