SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
STUDIO BROMONT INC.
-------------------
(Exact Name of Registrant as Specified in Its Chapter)
Florida 95-4720231
------- ----------
(State of Incorporation) (I.R.S. Employer
Identification No.)
2300 W. Sahara Avenue, Suite 500, Las Vegas, Nevada 89102
---------------------------------------------------------
Telephone: (514) 891-9070
-------------------------
(Address and Telephone Number of Principal Executive Offices)
CONSULTING AGREEMENTS DATED JANUARY 1, 2002
-------------------------------------------
(Full Title of the Plan)
Cane & Company, LLC, 2300 W. Sahara Ave., Ste. 500, Box 18,
--------------------------------------------------------------
Las Vegas, Nevada 89102
------------------------
Telephone : (702) 312-6255
--------------------------
(Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Offering Aggregate of Regis
Title of Securities Amount to Price Per Offering stration
to be Registered be Registered Share (1) Price (1) Fee
------------------------------------------------------------------------------
Common Stock 4,035,192 $0.10 $ 403,520 $ 37.12
$0.001 par value Shares
(1) The Proposed Maximum Offering Price Per Share and Aggregate Offering Price
are based upon the last sales price of the Common Stock of the Registrant at
June 19, 2002 in accordance with Rule 457(h) of the Securities Act of 1933, as
amended. These amounts are calculated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h)(l) under Securities Act of 1933, as
amended.
________________
Copies to: Michael A. Cane
Cane & Company
2300 W. Sahara Ave., Suite 500
Las Vegas, Nevada 89102
(702) 312-6255
1
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in Section 10(a) prospectus
is omitted from the Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, and Note to Part I of Form S-8.
PART II
Item 3. Incorporation of Documents by Reference.
The following documents filed by Studio Bromont Inc. (the "Company"), with the
Securities and Exchange Commission are incorporated by reference into this
Registration Statement:
(1) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2001, filed with the Securities and Exchange Commission on May 20,
2002;
(2) The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
ended March 31, 2002, filed with the Securities and Exchange Commission on May
21, 2002;
(3) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act subsequent to the filing of the Company's annual
report on Form 10-KSB filed on May 20, 2002
(4) The description of the Company's common stock which is contained in the
Company's Form 10-SB12G filed with the Securities and Exchange Commission on
October 13, 1999.
All reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this Registration
Statement from the date of the filing of such reports and documents.
2
Item 4. Description of Securities.
The securities to be offered are registered under Section 12 of the Exchange Act
of 1934.
Item 5. Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or certified
any part of it or as having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the Company or any of its parents or subsidiaries. Nor was any
such person connected with the Company or any of its parents or subsidiaries as
a promoter, managing or principal underwriter, voting trustee, director,
officer, or employee.
Bryn & Associates, independent counsel, has provided an opinion regarding the
due authorization and valid issuance of the shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
Article X of the Company's Articles of Incorporation, as filed on January 4,
1998 by the Company when it was named American Financial Services, provides
"no director or officer of the Corporation shall be personally liable to the
Corporation or its shareholders for damages for breach of any duty owed to the
Corporation or its shareholders. In addition, the Corporation shall have the
power, in its By-Laws or in any resolution of its stockholders or directors, to
undertake to indemnify the officers and directors of this corporation against
any contingency or peril as may be determined to be in the best interests of
this corporation".
The bylaws of the Company provide that officers and directors shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Florida Business Corporation Act.
The Company may enter into indemnification agreements with its officers and
directors pursuant to which the Company agrees to indemnify each such
person for all expenses and liabilities, including criminal monetary judgments,
penalties and fines, incurred by such person in connection with any criminal or
civil action brought or threatened against such person by reason of such
person being or having been an officer, director, employee or agent of the
Company. Pursuant to Section 607.014 of the FGCA, in order to be entitled to
indemnification by the Company, such person must have acted in good faith and
in a manner such person believed to be in the best interests of the Company
and, with respect to criminal actions, such person must have had no
reasonable cause to believe his or her conduct was unlawful.
IN THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION, INDEMNIFICATION FOR
LIABILITIES ARISING PURSUANT TO THE SECURITIES ACT OF 1933 IS CONTRARY TO PUBLIC
POLICY AND, THEREFORE, UNENFORCEABLE.
Item 7. Exemption from Registration Claimed.
Not applicable.
3
Item 8. Exhibits.
Exhibit
Number Description of Document
------ -------------------------
5.1 Opinion of Bryn & Associates regarding the due authorization and
valid issuance of the shares of Common Stock, with consent
to use
23.1 Consent of Nilsson and Associates, Independent Auditors
99.1 Description of securities registered
Item 9. Undertakings.
The Company hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration:
(1) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(2) 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 information set forth
in the Registration Statement; and
(3) 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;
Provided however, that that paragraphs (a) (1) and (2) do 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 Company pursuant
to section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.
(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 post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(2) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or 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 the time shall be deemed to
4
be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by the director, officer or controlling person of the Company 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 Company will, unless in the opinion of the counsel the matter
has been settled by controlling precedent, submit to the appropriate
jurisdiction the question of 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.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant,
Studio Bromont Inc., 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 the City of Montreal, P.Q., on this 12th day of June, 2002.
Studio Bromont Inc.
By: /s/ Rodger Brulotte
______________________
Rodger Brulotte
Principal executive officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following person in the capacities and on
the date indicated.
Signature Title Date
--------- ----- ----
Principal executive officer
Principal financial officer
/s/ Rodger Brulotte Principal accounting officer
________________________ Director June 12, 2002
Rodger Brulotte
6