OUCH!! Nice give away Benefits Jimmy!
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
SUGARMADE, INC.
( Exact name of registrant as specified in its charter )
Delaware 94-3008888
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
167 N. Sunset Avenue, City of Industry, CA 91744
( Address of Principal Executive Offices ) (Zip Code)
SUGARMADE, INC. 2017 EMPLOYEE BENEFIT PLAN
( Full title of the plan )
Jimmy Chan
President/CEO
167 N. Sunset Avenue
City of Industry, CA 91744
(888) 982-1628
(Name, Address and Telephone Number, including area code, of Agent for service)
Copy to:
Christopher Dieterich
Dieterich & Associates
11835 West Olympic Blvd, Suite 1235
Los Angeles, CA 90064
(310) 312-6888
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ? Accelerated filer ?
Non-accelerated filer ? Smaller reporting company ?
CALCULATION OF REGISTRATION FEE
Title of securities
to be registered
Amount to be
registered
Proposed maximum
offering price per share
Proposed maximum
Aggregate offering price
Amount of
registration fee
Common Stock 20,000,000 shares (1) $0.115 (2) $2,300,000 (2) $266.57
TOTAL 20,000,000 shares $0.115 $2,300,000 $266.57
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2) The proposed maximum offering price per share of Common Stock and the proposed maximum aggregate offering price are calculated solely for the purpose of determining the registration fee pursuant to Rule 457(h) under the Securities Act of 1933. The fee for the shares being registered is based upon the closing price of the Common Stock on March 17, 2017, which was $0.115 per share, as reported by OTC Markets and Nasdaq.
TABLE OF CONTENTS
PART I INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS 1
Item 1. Plan Information 1
Item 2. Registrant Information and Employee Plan Annual Information 1
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 2
Item 3. Incorporation of Documents by Reference 2
Item 4. Description of Securities 2
Item 5. Interests of Named Experts and Counsel 2
Item 6. Indemnification of Directors and Officers 2
Item 7. Exemption for Registration Claimed 2
Item 8. Exhibits 2
Item 9. Undertakings 3
SIGNATURES 4
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
See Item 2 below.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The documents containing the information specified in Part I, Items 1 and 2, will be delivered to each of the participants in accordance with Form S-8 and Rule 428 promulgated under the Securities Act of 1933. The participants shall be 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.
A copy of any document or part hereof 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 Christopher Dieterich, Esq., Dieterich & Associates, 11835 W. Olympic Blvd., Suite 1235E, Los Angeles, California 90064.
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Table of Contents
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following document(s) filed by the Company under the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2016 as filed on November 1, 2016; the Registrant’s Quarterly Reports on Form 10-Q’s for the quarters ended September 30, 2016 and December 31, 2016 as filed on November 23, 2016 and February 28, 2017, respectively.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the financial statements contained in the Form 10-K and Forms 10-Q’s referred to in (a) above, if any. In addition, all documents subsequently filed 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, 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.
Any statement contained 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 in a subsequently filed document which is also incorporated by reference herein modified or superseded such statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Other than as set forth below, no named expert or counsel who was hired on a contingent basis, will receive a direct or indirect interest in the small business issuer, or was a promoter, underwriter, voting trustee, director, officer, or employee of the Registrant.
Dieterich & Associates has given an opinion on the validity of the securities being registered hereunder. Principals in this law firm are eligible to receive shares of the Company's common stock pursuant to this Form S-8 registration statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation, as amended, limits the liability of its directors to the fullest extent permitted by the Delaware Revised Statues. Specifically, the directors will not be personally liable for monetary damages for breach of fiduciary duty as directors, except for liability (i) for any breach of the duty of loyalty to us or our shareholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. The bylaws of the Company provide for the indemnification of the officers and directors to the maximum extent permitted by Delaware law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The Exhibits required by Item 601 of Regulation S-X, and an index thereto, are attached.
