Pride Business Development Holdings, Inc. – ‘S-8’ on 8/2/06

On:  Wednesday, 8/2/06, at 4:31pm ET   ·   Effective:  8/2/06   ·   Accession #:  1144204-6-30744   ·   File #:  333-136246

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     35K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                   1      7K 
 3: EX-10.1     Material Contract                                      1      7K 
 4: EX-23.2     Consent of Experts or Counsel                          1      6K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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          As filed with the Securities and Exchange Commission on August 2, 2006
                                                   Registration No. -___________

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 PRIDE BUSINESS DEVELOPMENT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

   Nevada                                   20-4381969
 ---------------------------------           ---------------------------------
   (State or other jurisdiction              (IRS Employer Identification No.)
of incorporation or organization)                                           

1230 Calle Suerte, Camarillo, California 93012
 (Address of principal executive offices) (Zip Code)

COMPENSATION AGREEMENT
(Full title of Plan)

 Ari Markow, President
 Pride Business Development Holdings, Inc.
 1230 Calle Suerte
 Camarillo, California 93012
 (Name and address of agent for service)

(866) 868-0461
 (Telephone number, including area code, of agent for service)

 With a copy to:

 Marc Ross, Esq.
 Sichenzia Ross Friedman Ference LLP
 1065 Avenue of Americas
New York, NY 10018
 Phone: (212) 930-9700
 Fax: (212) 930-9725

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 CALCULATION OF REGISTRATION FEE

                                       Proposed     Proposed
Title of                                         Maximum      Maximum           
Securities      Amount           Offering        Aggregate    Amount of         
to be           to be            Price           Offering     Registration      
Registered      Registered (1)   Per Share(2)    Price(2)     Fee               
----------      --------------   ------------    --------     ------------      
Common Stock,      150,000         $0.80         $120,000.00    $12.84          
..001 par value                                                                 
--------------------------------------------------------------------------------

(1)     Issuable pursuant to the Compensation Agreement between Pride Business  
Development Holdings, Inc. and Marc Ross, dated as of July 25, 2006.            

(2)     Estimated solely for purposes of calculating the registration fee in    
accordance with Rule 457(c) under the Securities Act of 1933, using the average 
of the high and low price on the OTC Bulletin Board on August 1, 2006, which was
$0.80 per share.                                                                

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PART I

ITEM 1. PLAN INFORMATION.                                                       

The documents containing the information specified in Item 1 will be sent or    
given to the participant as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not required to be  
and are not filed with the Securities and Exchange Commission (the "SEC") either
as part of this Registration Statement or as prospectuses or prospectus         
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of    
this Form S-8, taken together, constitute a prospectus that meets the           
requirements of Section 10(a) of the Securities Act.                            

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.            

Upon written or oral request, any of the documents incorporated by reference in 
Item 3 of Part II of this Registration Statement (which documents are           
incorporated by reference in this Section 10(a) Prospectus), other documents    
required to be delivered to eligible employees, non-employee directors and      
consultants, pursuant to Rule 428(b) are available without charge by contacting:

 Ari Markow, President
 Pride Business Development Holdings, Inc.
 1230 Calle Suerte
 Camarillo, California 93012
(866) 868-0461

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.                                

The Registrant hereby incorporates by reference into this Registration Statement
the documents listed below. In addition, all documents subsequently filed       
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act  
of 1934 (the "Exchange Act"), 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:                                                    

o Reference is made to the Registrant's annual report on Form 10-KSB for the    
year ended December 31, 2005, as filed with the SEC on June 1, 2006, which is   
hereby incorporated by reference.                                               

o Reference is made to the Registrant's quarterly report on Form 10-Q for the   
period ended March 31, 2006, as filed with the SEC on July 14, 2006, which is   
hereby incorporated by reference.                                               

o Reference is made to the Registrant's current report on Form 8-K, as filed    
with the SEC on July 21, 2006, which is hereby incorporated by reference.       

o Reference is made to the Registrant's current report on Form 8-K, as filed    
with the SEC on July 12, 2006, which is hereby incorporated by reference.       

ITEM 4. DESCRIPTION OF SECURITIES.                                              

Not Applicable.                                                                 

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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.                                 

The validity of the shares of common stock offered hereby will be passed upon   
for the Registrant by Sichenzia Ross Friedman Ference LLP, 1065 Avenue of       
Americas, 21st Fl., New York, NY 10018. Marc Ross, a member of Sichenzia Ross   
Friedman Ference LLP, will receive 150,000 shares of common stock under this    
registration statement to be issued as compensation for legal services to be    
performed on behalf of the Registrant.                                          

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.                              

Our bylaws provide for the indemnification of our directors to the fullest      
extent permitted by the Revised Statutes of the State of Nevada. We may limit   
the extent of such indemnification by individual contracts with our directors   
and executive officers, but have not done so. We may advance, prior to the final
disposition of any proceeding, all expenses incurred by any director or         
executive officer in connection with that proceeding on receipt of an           
undertaking by or on behalf of that director or executive officer to repay those
amounts if it should be determined ultimately that he or she is not entitled to 
be indemnified under our bylaws or otherwise. We are not, however, required to  
provide indemnification in respect of any claim, issue or matter as to which an 
officer or director shall have been adjudged to be liable for gross negligence  
or willful misconduct in the performance of such officer's or director's duty to
the Corporation unless and only to the extent that, the court in which such     
action or suit was brought shall determine upon application that, despite       
circumstances of the case, such person is fairly and reasonably entitled to     
indemnity for such expenses as such court shall deem proper.                    

Insofar as indemnification for liabilities arising under the Securities Act of  
1933 (the "Act" or "Securities Act") may be permitted to directors, officers or 
persons controlling us pursuant to the foregoing provisions, or otherwise, we   
have 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.                                                       

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.                                    

Not Applicable.                                                                 

ITEM 8. EXHIBITS.                                                               

EXHIBIT           DESCRIPTION                                                   
5.1               Opinion of Sichenzia Ross Friedman Ference LLP                
10.1              Compensation Agreement with Marc Ross                         
23.1              Consent of Sichenzia Ross Friedman Ference LLP is included in 
Exhibit 5.1                                 
23.2              Consent of Malone & Bailey, PLLC, Certified Public Accountants

ITEM 9. UNDERTAKINGS.                                                           

The undersigned 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:                        

(i) To include any prospectus required by Section 10(a)(3) of the   
Securities Act of 1933;                                                         

   (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 20 percent change in the     
maximum aggregate offering price set forth in the "Calculation of Registration  
Fee" table in the effective registration statement;                             

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 (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)(i), (1)(ii) and (1)(iii) do not
apply if the Registration Statement is on Form S-3 and if the information       
required to be included in a post-effective amendment by those paragraphs is    
contained in 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, or is         
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of 
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.                                                                       

    (4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section  
13(a) or 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.      

   (5) That, for the purpose of determining liability under the Securities
Act of 1933 to any purchaser:                                                   

      (A) Each prospectus filed by a Registrant pursuant to Rule 424(b)(3) shall
be deemed to be part of the registration statement as of the date the filed     
prospectus was deemed part of and included in the registration statement; and   

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B   
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the
purpose of providing the information required by Section 10(a) of the Securities
Act of 1933 shall be deemed to be part of and included in the registration      
statement as of the earlier of the date such form of prospectus is first used   
after effectiveness or the date of the first contract of sale of securities in  
the offering described in the prospectus. As provided in Rule 430B, for         
liability purposes of the issuer and any person that is at that date an         
underwriter, such date shall be deemed to be a new effective date of the        
registration statement relating to the securities in the registration statement 
to which the prospectus relates, and the offering of such securities at that    
time shall be deemed to be the initial bona fide offering thereof. Provided,    
however, that no statement made in a registration statement or prospectus that  
is part of the registration statement or made in a document incorporated or     
deemed incorporated by reference into the registration statement or prospectus  
that is part of the registration statement will, as to a purchaser with a time  
of contract of sale prior to such effective date, supersede or modify any       
statement that was made in the registration statement or prospectus that was    
part of the registration statement or made in any such document immediately     
prior to such effective date.                                                   

    (6) That, for the purpose of determining liability of a Registrant under
the Securities Act of 1933 to any purchaser in the initial distribution of the  
securities, each undersigned Registrant undertakes that in a primary offering of
securities of an undersigned Registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the        
purchaser, if the securities are offered or sold to such purchaser by means of  
any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:                                                                      

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     (i) Any preliminary prospectus or prospectus of an undersigned Registrant
relating to the offering required to be filed pursuant to Rule 424;             

    (ii) Any free writing prospectus relating to the offering prepared by or
on behalf of an undersigned Registrant or used or referred to by an undersigned 
Registrant;                                                                     

  (iii) The portion of any other free writing prospectus relating to the
offering containing material information about an undersigned Registrant or its 
securities provided by or on behalf of an undersigned Registrant; and           

    (iv) Any other communication that is an offer in the offering made by an
undersigned Registrant to the purchaser.                                        

   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    
Securities 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.                                                                          

   Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be   
deemed to be part of and included in the registration statement as of the date  
it is first used after effectiveness. Provided, however, that no statement made 
in a registration statement or prospectus that is part of the registration      
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration  
statement will, as to a purchaser with a time of contract of sale prior to such 
first use, supersede or modify any statement that was made in the registration  
statement or prospectus that was part of the registration statement or made in  
any such document immediately prior to such date of first use.                  

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SIGNATURES

  In accordance with 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 authorized this registration     
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Camarillo, California on August 2, 2006.             

 PRIDE BUSINESS DEVELOPMENT HOLDINGS, INC.

By: /s/ M. Michael Markow                       
--------------------------------------  
M. Michael Markow, Chief Executive      
Officer and Chairman of the Board       

By: /s/ Ari Markow                              
--------------------------------------  
Ari Markow, President, Chief Financial  
Officer and Director                    

   In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the          
capacities stated.                                                              

 SIGNATURE                          TITLE                         DATE
---------------------    --------------------------------------    -------------

/s/ M. Michael Markow    Chief Executive Officer and Chairman                   
---------------------                                                           
M. Michael Markow                                                 August 2, 2006

/s/ Ari Markow           President, Chief Financial Officer and                 
---------------------                                                           
Ari Markow               Director                                 August 2, 2006

/s/ Francine Markow      Director                                               
---------------------                                                           
Francine Markow                                                   August 2, 2006

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		8/2/06		1		7
		8/1/06		2
		7/25/06		2
		7/21/06		3					8-K
		7/14/06		3					10QSB
		7/12/06		3					8-K
		6/1/06		3					10KSB
		3/31/06		3					10QSB,  NT 10-Q
		12/31/05		3					10KSB,  NT 10-K
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