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Trans Continental Entertainment Group Inc – ‘S-8 POS’ on 5/30/02

On: Thursday, 5/30/02, at 1:37pm ET · Effective: 5/30/02 · Accession #: 1090002-2-241 · File #: 333-83988

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/30/02  Trans Continental Entertainm… Inc S-8 POS     5/30/02    1:21K                                    More Wilma/FA

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post Effective Amendment No. 1 to Registration        10     39K 
                          Statement on Form S-8

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Description of Securities Exemption from Registration Claimed Exhibits Incorporation of Documents by Reference Indemnification of Directors and Officers Interests of Named Experts and Counsel Plan Information Registrant Information and Employee Plan Annual Information Undertakings
1	1st Page - Filing Submission
3	Item 1. Plan Information
5	Item 2. Registrant Information and Employee Plan Annual Information
"	Item 3. Incorporation of Documents by Reference
6	Item 4. Description of Securities
"	Item 5. Interests of Named Experts and Counsel
"	Item 6. Indemnification of Directors and Officers
7	Item 7. Exemption from Registration Claimed
"	Item 8. Exhibits
"	Item 9. Undertakings

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          As filed with the Securities and Exchange Commission on May 30, 2002
                                                            File No. 333-83988
=============================================================================== 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-8

REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

OPTIONS TALENT GROUP
----------------------------
(Exact name of registrant as specified in its charter)

NEVADA                               56-1051491         
---------                            ----------         
(State or other jurisdiction of            (I.R.S. Employer               
incorporation or organization)            Identification No.)         

 CONSULTING AGREEMENT WITH
 MARK O. VAN WAGONER

 and

 CONSULTING AGREEMENT WITH
 D. MARK WHITE

--------------------------------------------------
(Full title of the plan)

 Nevada Agency & Trust Company, 50 West Liberty Street, Suite #880
Reno, NV 89501
 (Name and Address of Agent for Service)

(775) 322 0626
--------------
(Telephone number including area code, of agent for service)

 with a copy to:

 Mark Tolner, Esq.
Options Talent Group
 9000 Sunset Blvd., PH
 Los Angeles, CA 90069
310-858-2653

S-8 POS 2nd Page of 10 TOC 1st Previous Next ↓Bottom Just 2nd
 CALCULATION OF REGISTRATION FEE

                                  Proposed    Proposed
                                  Maximum      Maximum
Title of Securities           Amount of       Offering     Aggregate   Amount   
to be Registered             Shares to be     Price Per    Offering    of Reg.  
                            Registered(1)      Share       Price       Fee (3)
-------------------------    ------------    ----------    ---------  -------   
$.001 par value Common          400,000      $0.0625 (2)   $ 25,000   $ 5.97    
Stock                                                                       

     Totals                 400,000      $0.0625 (2)   $ 25,000   $ 5.97
--------------------------------------------------------------------------------

(1)      Pursuant to Rule 416(c)  promulgated  under the Securities Act of 1933,
         as amended,  the  Registration  Statement also covers an  indeterminate
         amount of Shares to be offered  or sold as a result of any  adjustments
from stock splits, stock dividends or similar events.         

(2)      Based upon the average closing prices of the Company's  Common Stock in
         over-the-counter trading on the five trading days immediately preceding
         January  7, 2002,  the date of the  consulting  agreement  with Mr. Van
Wagoner.                                                      

(3)      Previously paid.                                                       

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PART 1

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information                                                    

GENERAL INFORMATION                                                             

         The document(s)  containing the information  specified in Part 1 of the
Form S-8 filed on March 8, 2002 have been sent or given to  participants  in the
Consulting  Agreement  with Mark O. Van Wagoner as specified  by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission (the "Commission")  under
the Securities Act.                                                             

         Such  document(s)  are  not  being  filed  with  the  Commission,   but
constitute  (along  with  the  documents  incorporated  by  reference  into  the
Registration  Statement pursuant to Item 3 or Part II hereof and pursuant to the
same item in the March 8, 2002. Form S-8 filed by the Company) a prospectus that
meets the requirements of section 10(a) of the Securities Act.                  

The Company                                                                     
------------                                                                    

         The Company has its  principal  offices at 9000 Sunset  Blvd.,  PH, Los
Angeles, CA 90067, telephone (310) 858-2653.                                    

Purposes                                                                        
---------                                                                       

          Subject to the registration statement filed on Form S-8 by the Company
on March 8, 2002,  400,000 shares of the Company's common stock have been issued
by  the  Company  pursuant  to an  agreement  entered  into  between  the  legal
Consultant  (Mark O. Van  Wagoner)  and the Company and approved by the Board of
Directors of the Company (the "Board of Directors").                            

         The  agreement  between the Company and D. Mark White which  called for
the issuance of 4,000,000  shares of the Company's  common stock,  and which was
addressed in the Company's  registration statement on Form S-8 filed on or about
March 8, 2002, has been  cancelled.  Any shares issued to D. Mark White pursuant
thereto have been returned to the Company and have been cancelled. The Company's
registration  statement on Form S-8 filed on March 8, 2002 is amended  hereby to
reflect such cancellation and that registration statement now covers the 400,000
shares issued to Mark O. Van Wagoner only.                                      

         The  agreement  between the Company and Mark O. Van Wagoner is intended
to  provide a method  whereby  the  Company  may be  assisted  by the  continued
involvement  of its legal  consultant  in the Company's  business  developments,
thereby  advancing the interests of the Company and all of its  shareholders.  A
copy of the agreement have been filed as exhibits to the Registration  Statement
on Form S-8 filed by the Company on or about  March 8, 2002 and is  incorporated
herein by this reference.                                                       

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Common Stock                                                                    
-------------                                                                   

         The Board has  authorized  the issuance of up to 400,000  shares of the
Common stock to the legal Consultant.                                           

The Consultants                                                                 
---------------                                                                 

     The legal  Consultant has agreed to provide its expertise and advice to the
Company on a  non-exclusive  basis for the purpose of  assisting  the Company as
outside  counsel in its  development  of  business  Worldwide  and by serving to
supplement the efforts of its director/attorneys.                               

No Restrictions on Transfer                                                     
----------------------------                                                    

         The legal  Consultant has become the record and beneficial owner of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.                            

Restrictions of Resales                                                         
------------------------                                                        
         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.                               

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended  February 28, 2001,  filed pursuant to Section 13
of the  Exchange  Act,  (ii) any and all  Forms  10-Q  (10-QSB)filed  under  the
Securities  or Exchange Act  subsequent  to any filed Form 10-K (or 10-KSB),  as
well as all other  reports filed under Section 13 of the Exchange Act, and (iii)
its annual report, if any, to shareholders  delivered  pursuant to Rule 14a-3 of
the  Exchange  Act.  In  addition,  all further  documents  filed by the Company
pursuant  to  Section  13,  14,  or  15(d)  of the  Exchange  Act  prior  to the
termination  of this offering are deemed to be  incorporated  by reference  into
this  Prospectus and to be a part hereof from the date of filing.  All documents
which  when  together  constitute  this  Prospectus,  will be sent or  given  to
participants  by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.                                                                            

3 

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Item 2.     Registrant Information and Employee Plan Annual Information         

         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 request.  Requests should be addressed
to: Options Talent Group, 9000 Sunset Blvd., PH, Los Angeles, CA 90067.         

Legal Opinions and Experts                                                      
---------------------------                                                     

         Alexander H. Walker III  rendered  an  opinion  on  the validity of the
securities being  registered.  Mr. Walker is an Attorney at Law.                

         The   financial   statements   of  Options   Talent   Group   (formerly
Sector Communications,  Inc.)  incorporated by reference in the Company's Annual
Report (Form 10-KSB) for the period ended  February 28, 2001,  have been audited
by Merdinger,  Fruchter,  Rosen and Corso, P.C.,  Certified Public  Accountants,
independent  auditors,  as set  forth in their  report  incorporated  herein  by
reference  and are  incorporated  herein in reliance upon such report given upon
the authority of the firm as experts in auditing and accounting.                

Indemnification of Officers and Directors                                       
-------------------------------------------                                     

         Insofar as indemnification of liabilities  arising under the Securities
Act may be permitted to directors, officers, or persons controlling the company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.                                                   

 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference                             

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, 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  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.                                                                      

(a)  Registrant's latest Annual Report,  whether filed pursuant to Section 13(a)
or 15(d) of the Exchange Act;                                         

4 

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(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 annual report  referred
to in (a), above; and                                                 

(c)  The latest  prospectus  filed  pursuant to Rule 424(b) under the Securities
Act.                                                                  

Item 4.     Description of Securities                                           

         No  description of the class of securities  (i.e.,  the $.001 par value
Common Stock) is required under this item because the common Stock is registered
under Section 12 of the Exchange Act.                                           

Item 5.     Interests of Named Experts and Counsel                              

         Mr. Walker, who  is rendering  the legal opinion for this registration,
will  not  benefit  from the  registration  of  shares  under  the  terms of the
consulting agreement.                                                           

Item 6.     Indemnification of Directors and Officers                           

         The Company's  by-laws,  in accordance  with Nevada law Corporate  Law,
provide that the Company may indemnify a Director or Officer,  a former Director
or Officer, or a person who acts or acted at the Company's request as a Director
or Officer of a body corporate of which the  Corporation is or was a shareholder
or creditor  (or a person who  undertakes  or has  undertaken  any  liability on
behalf  of the  Company  or any such  body  corporate  and his  heirs  and legal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a  judgment,  reasonably  incurred by him in
respect of any civil,  criminal or administrative  action or proceeding to which
he is made a party by reason of being or having  been a  Director  or Officer of
the Company or such body  corporate,  if (a) he acted honestly and in good faith
with a view to the  best  interests  of the  Company;  and (b) in the  case of a
criminal or  administrative  action or proceeding that is enforced by a monetary
penalty, he had reasonable grounds for believing that his conduct was lawful.   

         The Nevada  Revised  Statutes  Chapter  78.7502 and 78.751  provide for
indemnification  of any person who was or is a party or is threatened to be made
a party to any  threatened,  pending or completed  action,  suit or  proceeding,
whether civil, criminal, administrative or investigative, except an action by or
in the  right of the  corporation,  by  reason  of the fact  that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the  request of the  corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint venture,  trust or other  enterprise,
against expenses,  including attorneys' fees, judgments,  fines and amounts paid
in settlement  actually and  reasonably  incurred by him in connection  with the
action,  suit or  proceeding  if he acted in good faith and in a manner which he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.                           

5 

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         The Company may purchase and maintain  insurance for the benefit of its
Directors  and Officers as such, as the Board of directors may from time to time
determine.                                                                      

Item 7.     Exemption from Registration Claimed                                 

Not Applicable.                                               

Item 8.     Exhibits                                                            

         (a) The following exhibits were filed as part of the March 8, 2002 Form
S-8  registration  statement  pursuant  to Item  601 of  Regulation  S-B and are
specifically incorporated herein by this reference:                             

Exhibit No.       Title                                                         
----------        -----                                                         
4.               Not Applicable                                               

 5.               Opinion of Alexander H. Walker III, regarding  the legality of
the securities registered.                  

10.1              Consulting Agreement with Mark O. Van Wagoner.                

15.               Not Required                                                  

23.1              Consent of  Alexander  H.  Walker  III,  special  counsel to  
                registrant,  to the use of his opinion  with  respect to the
                legality of the securities  being  registered  hereby and to
                the  references  to it in  the  Prospectus  filed  as a part
hereof.                                     

23.2              Consent of Merdinger, Fruchter, Rosen & Corso, P.C., Certified
Public Accountants                          

27.               Not Required                                                  

28.               Not Required                                                  

29.               Not Required                                                  

Item 9.     Undertakings                                                        

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  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.  If  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 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 is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.        

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Registrant hereby undertakes:                                 

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to:                   

          (a)  include  any  prospectus  required  by  Section  10(a)(3)  of the
Securities Act;                                                       

     (i)  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,  represents a  fundamental  change in the  information  set
forth in the registration statement; and                    

     (ii) 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,  paragraphs  (i) and (ii)  shall  not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  incorporated  by reference  from  periodic  reports filed by the
registrant small business issuer under the Exchange Act.                        

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities  Act, each  post-effective  amendment to 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.                                   

         (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.                                                                   

         (4) To deliver or cause to be delivered  with the  prospectus,  to each
person to whom the  prospectus  is sent or given,  the latest  annual  report to
security  holders  that is  incorporated  by  reference  in the  prospectus  and
furnished  pursuant to and meeting the  requirements of Rule 14a-3 or Rule 14c-3
under  the  Securities  Exchange  Act of  1934;  and,  where  interim  financial
information  required to be presented by Article 3 of Regulation  S-X is not set
forth in the prospectus,  to deliver, or cause to be delivered to each person to
whom the  prospectus  is sent or given,  the  latest  quarterly  report  that is
specifically incorporated by reference in the prospectus to provide such interim
financial information.                                                          

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a)of  the  Securities  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.                                                                        

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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 this amendment thereto,  and has
duly caused this  amendment  to the  registration  statement to be signed on its
behalf by the undersigned  thereunto duly authorized in the City of Los Angeles,
state of California on this 28th day of May, 2002.                              

            OPTIONS TALENT GROUP
    (Registrant)

           /s/ Mohamed Hadid
              By: ------------------------
                 Mohamed Hadid, Chairman

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:                                          

Signatures                    Title                   Date          

/s/ Mohamed Hadid              Secretary                 May 28, 2002           
------------------                                                              
Mohamed Hadid                                                           

/s/ Mark Tolner                President/Director        May 28, 2002           
------------------                                                              
Mark Tolner                                                             

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 EXHIBIT INDEX

          The  following  Exhibits  were  filed  as part of the  March  8,  2002
     registration  statement  pursuant  to Item  601 of  Regulation  S-B and are
specifically incorporated herein by this reference:                   

Exhibit Number                                                                  
In Registration                                                                 
Statement                   Description                                         
-----------------------------------------------                                 
5.                 Opinion of Counsel                                           

10.1               Consulting Agreement with Mark O. Van Wagoner                

23.1               Consent of Alexander H. Walker III                           

23.2               Consent of Merdinger, Fruchter, Rosen & Corso, P.C.          

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	5/30/02	1
	5/28/02	9
	3/8/02	3	10	S-8
	1/7/02	2		8-K
	2/28/01	4	5	10KSB40, NT 10-K
				List all Filings

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Filing Submission 0001090002-02-000241 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Trans Continental Entertainment Group Inc – ‘S-8 POS’ on 5/30/02

On: Thursday, 5/30/02, at 1:37pm ET · Effective: 5/30/02 · Accession #: 1090002-2-241 · File #: 333-83988

Post-Effective Amendment to an S-8 — Form S-8Filing Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents