UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 000-28481
ICONET, INC.
(Exact name of registrant as specified in its charter)
Nevada 86-0891931
(State of organization) (I.R.S. Employer Identification No.)
8 Gaucho Drive
Rolling Hills Estates, CA 90274
(Address of principal executive offices)
Company's telephone number, including area code: (416) 682-9255
Consultant Compensation Plan
(FULL TITLE OF THE PLAN)
Randy Miller, President
8 Gaucho Drive
Rolling Hills Estates, CA 90274
------------------------------------------------------
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(416) 682-9255
-----------------------------------------------------------------
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT MAXIMUM OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE PER SHARE PRICE FEE
----------------------------------------------------------------------------------
Common Stock, 200,000 $ .02 $.02 $1,000.00 $ .50
..001 Par Value
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
(A) GENERAL PLAN INFORMATION
(1) THE PLAN IS TO BE ENTITLED "THE CONSULTANT COMPENSATION PLAN" AND IS TO
BE OFFERED BY ICONET, INC. (HEREINAFTER "REGISTRANT").
(2) THE GENERAL NATURE AND PURPOSE IS TO COMPENSATE THE FOLLOWING
CONSULTANT (HEREINAFTER CONSULTANT) FOR SERVICES RENDERED TO
REGISTRANT, NONE OF WHICH SERVICES RELATE TO THE OFFER OR SALE OF
SECURITIES IN A CAPITAL RAISING TRANSACTION OR THE DIRECT OR INDIRECT
PROMOTION OR MAINTENANCE OF A MARKET FOR THE REGISTRANT'S SECURITIES:
1
(A) Robert Gove 200,000 SHARES
P.O. Box 2369
Palos Verdes, Ca. 90274
SERVICES PROVIDED INCLUDE ASSISTING THE REGISTRANT IN PREPARING
FINANCIAL FORCASTS AND MATERIALS RELATING TO BUSINESS OPERATIONS AND
PROVIDE GENERAL BUSINESS CONSULTING SERVICES TO REGISTRANT.
(3) THE PLAN IS NOT, UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT
TO ANY PROVISIONS OF ERISA.
(4) CONTACT INFORMATION: RANDY MILLER, PRESIDENT OF REGISTRANT, 8 GAUCHO
DRIVE ROLLING HILLS ESTATES, CA 90274; TELEPHONE: (416) 682-9255.
(B) SECURITIES TO BE OFFERED
(1) A TOTAL OF 200,000 SHARES OF REGISTRANT'S COMMON STOCK WILL BE
OFFERED.
(2) NOT APPLICABLE
(C) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN: THE CONSULTANT LISTED IN
NO. 2 ABOVE IS THE ONLY ELIGIBLE PARTICIPANT IN THIS PLAN.
2
(D) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED:
(1) CONSULTANT SHALL HAVE SHARES ISSUED TO HIM AS FULL CONSIDERATION
FOR THE REFERENCED SERVICES.
(2) CONSULTANT SHALL BE DEEMED TO HAVE PAID IN FULL FOR THE SHARES AS
COMPENSATION FOR THE CONSULTING SERVICES UNDER REGISTRANT'S CONSULTING
SERVICES PLAN.
(3) CONSULTANT IS PERMITTED TO RECEIVE A TOTAL OF 200,000 SHARES.
(4) NOT APPLICABLE
(5) NOT APPLICABLE
(6) THE SECURITIES WILL BE ISSUED DIRECTLY FROM REGISTRANT'S
TREASURY; NO FEES, COMMISSIONS OR OTHER CHARGES
WILL BE PAID.
(E) RESALE RESTRICTIONS: NO RESTRICTIONS ON RESALE ARE CURRENTLY
CONTEMPLATED.
(F) TAX EFFECTS OF PLAN PARTICIPATION: CONSULTANT WILL REALIZE INCOME WHEN
HE RECEIVES THE SHARES, BASED ON HIS AGREEMENT WITH REGISTRANT, AND MAY
REALIZE A GAIN WHEN HE SELLS THE SHARES, BASED ON THE SALE PRICE HE
RECEIVES VERSUS THE PURCHASE PRICE. REGISTRANT DOES NOT FORESEE A TAX
CONSEQUENCE FOR ITSELF. THE PLAN DOES NOT, TO THE BEST KNOWLEDGE OF
REGISTRANT, QUALIFY UNDER SECTION 401(A) OF THE INTERNAL REVENUE CODE.
(G) INVESTMENT OF FUNDS: THERE WILL BE NO FUNDS RECEIVED.
(H) WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
(1) NO WITHDRAWAL OR TERMINATION TERMS ARE CURRENTLY CONTEMPLATED.
(2) NO ASSIGNMENT OR HYPOTHECATION TERMS ARE CURRENTLY CONTEMPLATED,
BUT REGISTRANT WILL PERMIT AN ASSIGNMENT OF THE INTERESTS IF
CONSULTANT CHOOSES TO ASSIGN HIS INTEREST TO A THIRD PARTY.
(3) NOT APPLICABLE
(I) FORFEITURES AND PENALTIES: THERE IS NO CURRENTLY CONTEMPLATED
FORFEITURE OR PENALTY EVENT.
(J) CHARGES, DEDUCTIONS AND LIENS THEREOF
(1) THERE ARE NO CHARGES OR DEDUCTIONS CURRENTLY CONTEMPLATED.
(2) THERE ARE NO CREATION OF LIEN TERMS CURRENTLY CONTEMPLATED.
(3) NOT APPLICABLE
3
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
REGISTRANT PLANS TO IMMEDIATELY FORWARD A COPY OF THIS FORM AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE TO CONSULTANT UPON THE FILING OF
THIS FORM, THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(A) THE FORM 10-K REPORT FILED BY REGISTRANT FOR THE YEAR ENDING
DECEMBER 31,
2002, IS HEREBY INCORPORATED BY REFERENCE.
(B) THE 10-Q REPORTS FILED BY REGISTRANT FOR THE FISCAL QUARTERS
ENDING
SEPTEMBER 30, 2002 JUNE 30, 2002 AND MARCH 31, 2003, AND THE FORM 8-K
FILED APRIL 8, 2003, ARE HEREBY INCORPORATED BY REFERENCE.
(C) NOT APPLICABLE
IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO
SECTIONS
13(A), 13(C), 14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, IF
ANY, ARE
INCORPORATED BY REFERENCE.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
THERE ARE NO RELEVANT INTERESTS OF EXPERT OR COUNSEL IN THIS FORM THAT
REQUIRE
DISCLOSURE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
REGISTRANT'S CHARTER GENERALLY INDEMNIFIES A DIRECTOR OR AN OFFICER
AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
NO EXEMPTION FROM REGISTRATION IS HEREBY CLAIMED SINCE THERE IS NO
REOFFERING OR RESALE OF RESTRICTED SECURITIES INVOLVED.
ITEM 8. EXHIBITS
EXHIBIT 5 - OPINION OF LEGAL COUNSEL
EXHIBIT 15 - LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL (SEE EXHIBITS 5 AND 15)
4
ITEM 9. UNDERTAKINGS
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") 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
SECURITIES ACT AND IS, THEREFORE, UNENFORCEABLE. IN THE EVENT
THAT A CLAIM FOR INDEMNIFICATION AGAINST SUCH LIABILITIES (OTHER
THAN THE PAYMENT BY 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, 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 SECURITIES ACT AND WILL
BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.
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 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 TORONTO,
CANADA, ON MAY 28, 2003.
ICONET, INC.,
A NEVADA CORPORATION
BY:/S/ Randy Miller
-----------------------------
RANDY MILLER, PRESIDENT
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.
/S/ Randy Miller
-----------------------------
RANDY MILLER, PRESIDENT
DATE: MAY 28, 2003