|
Nevada
|
88-0467241
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(IRS
Employer
Identification
Number)
|
|
Title
of securities
to
be registered
|
Amount
to be
Registered
|
Proposed
maximum
offering
price
per
share (1)
|
Proposed
maximum Aggregate offering Price for this amended Form S-8
filing
|
Amount
of
Registration
fee (1)
|
||
|
Common
Stock
($.001
par value)
|
3,500,000
|
$5.10
|
$17,850,000
|
$1909.95
|
||
|
(1)
|
Bona
fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of
1933,
based on the closing price of the registrant's common stock as of
November
20, 2006, a date within five business days prior to the date of filing
of
this registration statement.
|
|||||
| (a) |
The
Company’s latest annual report filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933 that contains
audited financial statements for the Company’s latest fiscal year for
which such statements have been filed.
|
| (b) |
All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by
the
Company’s annual report or prospectus referred to in (a) above.
|
| (c) |
The
Definitive Schedule 14A Information Statement filed by the Company
on
October 4, 2006.
|
| (d) |
The
descriptions of the Common Stock of the Company and the Rights to
Purchase
Common Stock contained in the Company’s registration statements filed
under Section 12 of the Securities Exchange Act of 1934, including
any
amendments or reports filed for the purpose of updating the descriptions.
|
|
(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 information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the Calculation of Registration Fee table
in
the effective 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; provided,
however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
the
registration statement is on Form S-3, Form S-8 or Form F-3, and
the
information required to be included in a post-effective amendment
by those
paragraphs is contained in periodic reports filed with or furnished
to the
Commission by the registrant pursuant to Section 13 or Section 15(d)
of
the Securities Exchange Act of 1934 that are incorporated by reference
in
the registration statement.
|
|
(2)
|
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.
|
|
(3)
|
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.
|
|
(b)
|
The
undersigned registrant hereby undertakes that, for purposes of determining
a 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.
|
|
(c)
|
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.
|
|
ETHOS
ENVIRONMETAL, INC.
|
|
/s/
ENRIQUE de VILMORIN
|
|
By:
Enrique de Vilmorin
|
|
Chief
Executive Officer
|