Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: S-8 China Forestry S-8 HTML 68K
2: EX-5.1 Opinion of Counsel HTML 9K
3: EX-10.1 2008 Non-Qualified Stock Compensation Plan HTML 91K
4: EX-23.1 Consent of Counsel HTML 8K
5: EX-23.2 Consent of Independent Registered Public HTML 7K
Accounting Firm
6: EX-99.1 Nevada Revised Statutes - Section 7502 HTML 9K
Pursuant
to Rule 457(h) under the Securities Act of 1933, as amended, the
registration fee was computed on the basis of the market value of the
shares of Common Stock to be registered hereby estimated in accordance
with Rule 457 (c), solely for the purpose of computing the registration
fee, on the basis of the average of the high and low sales prices per
share of Common Stock of the Registrant on June 5,2008.
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PROSPECTUS
China
Forestry Inc.
6,000,000
Shares of Common Stock
This
prospectus relates to the offer and sale by China Forestry Inc., a Nevada
corporation (“CHFY”), of shares of its $.001 par value per share common stock to
employees, directors, officers, consultants, advisors and other persons
associated with CHFY pursuant to the 2008 Non-Qualified Stock Compensation Plan
(the “Stock Plan”). Pursuant to the Stock Plan, CHFY is registering hereunder
and then issuing, upon receipt of adequate consideration therefore, 6,000,000
shares of common stock.
The
common stock is not subject to any restriction on transferability. Recipients of
shares other than persons who are “affiliates” of CHFY within the meaning of the
Securities Act of 1933 (the “Act”) may sell all or part of the shares in any way
permitted by law, including sales in the over-the-counter market at prices
prevailing at the time of such sale. An affiliate is summarily, any director,
executive officer or controlling shareholder of CHFY or any one of its
subsidiaries. An “affiliate” of CHFY is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
common stock is traded on the OTC Bulletin Board under the symbol
“CHFY.”
These
Securities Have Not Been Approved Or Disapproved By The Securities And Exchange
Commission Nor Has The Commission Passed Upon The Accuracy Or Adequacy Of This
Prospectus. Any Representation To The Contrary Is A Criminal
Offense.
This
prospectus is part of a registration statement which was filed and became
effective under the Securities Act of 1933, as amended (the “Securities Act”),
and does not contain all of the information set forth in the registration
statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
“Commission”) under the Securities Act. The statements in this
prospectus as to the contents of any contract or other documents filed as an
exhibit to either the registration statement or other filings by CHFY with the
Commission are qualified in their entirety by reference thereto.
A copy of
any document or part thereof incorporated by reference in this prospectus but
not delivered herewith will be furnished without charge upon written or oral
request. Requests should be addressed to: China Forestry Inc., Room
517, No. 18 Building, Nangangjizhoing District, Hi-Tech Development Zone,
Harbin, People’s Republic of China. CHFY's telephone number is (011) 86-0451-
87011257.
CHFY is
subject to the reporting requirements of the Securities Exchange Act of 1934
(the “Exchange Act”) and in accordance therewith files reports and other
information with the Commission. These reports, as well as the proxy statements
and other information filed by CHFY under the Exchange Act may be inspected and
copied at the public reference facilities maintained by the Commission at 100 F
Street, N.E., Washington D.C. 20549. In addition, the Commission maintains a
World Wide Website on the Internet at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission
No person
has been authorized to give any information or to make any representation, other
than those contained in this prospectus, and, if given or made, such other
information or representation must not be relied upon as having been authorized
by CHFY This prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.
Neither
the delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has not been a change in the
affairs of CHFY since the date hereof.
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TABLE
OF CONTENTS
Page
Information
Required in the Section 10(a) Prospectus
6
Item
1. The Plan Information
6
Item
2. Registrant Information and Employee Plan Annual
Information
6
Information
Required in the Registration Statement
China
Forestry Inc. has its principal executive offices at China Forestry Inc., Room
517, No. 18 Building, Nangangjizhoing District, Hi-Tech Development Zone,
Harbin, People’s Republic of China. CHFY’s telephone number is (011)
86-0451-87011257.
Purpose
CHFY will
issue common stock and common stock upon exercise of options to employees,
directors, officers, consultants, advisors and other persons associated with
CHFY pursuant to the Stock Plan, which has been approved by the Board of
Directors of CHFY. The Stock Plan is intended to provide a method whereby CHFY
may be stimulated by the personal involvement of its employees, directors,
officers, consultants, advisors and other persons in CHFY’s business and future
prosperity, thereby advancing the interests of CHFY and all of its shareholders.
A copy of the Stock Plan has been filed as an exhibit to this registration
statement.
Common
Stock
The Board
has authorized the issuance of 6,000,000 shares of the common stock to certain
of the above-mentioned persons upon effectiveness of this registration
statement.
No
Restrictions on Transfer
Recipients
of shares of common stock will 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.
Tax
Treatment to the Recipients
The
common stock is not qualified under Section 401(a) of the Internal Revenue Code.
A recipient, therefore, will be required for federal income tax purposes to
recognize compensation during the taxable year of issuance unless the shares are
subject to a substantial risk of forfeiture. Accordingly, absent a specific
contractual provision to the contrary, the recipient will receive compensation
taxable at ordinary rates equal to the fair market value of the shares on the
date of receipt since there will be no substantial risk of forfeiture or other
restrictions on transfer. Each recipient is urged to consult his tax advisors on
this matter.
The
amount of income recognized by a recipient hereunder in accordance with the
foregoing discussion will be a tax deductible expense by CHFY for federal income
tax purposes in the taxable year of CHFY during which the recipient recognizes
income.
Restrictions
on Resale
In the
event that an affiliate of CHFY 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 CHFY 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. CHFY has agreed that for
the purpose of any “profit” computation under Section 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.
Item
2. Registrant Information and Employee Plan Annual Information
A copy of
any document or part thereof 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 or oral request. Requests should be
addressed to: China Forestry Inc., Room 517, No. 18 Building, Nangangjizhoing
District, Hi-Tech Development Zone, Harbin, People’s Republic of China. CHFY’s
telephone number is (011) 86-0451-87011257.
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PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
following documents, which previously have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission"), , are incorporated herein
by reference and made a part hereof:
a.
The
Company's latest Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2007;
b.
All
other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") since the end of the fiscal year
covered by the Annual Report referred to in (a) above
;
All
reports and other documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, and prior to the filing of a post-effective amendment hereto this
registration statement which de-registers 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 such documents.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
The
audited consolidated financial statements of CHFY (formerly Patriot Investment
Corporation) as of December 31, 2007, are incorporated by reference in this
prospectus and have been audited by Malone & Bailey, PC, an independent
registered public accounting firm, and the audited consolidated balance sheet of
CHFY and Subsidiaries for the year ended December 31, 2007, and the related
audited consolidated statements of operations, changes in stockholders’ equity
and cash flows for each of the two years ended December 31, 2007 The
incorporation by reference herein of the 2007 financial statements is in
reliance upon the authority of said firm as experts in auditing and
accounting.
Martin
& Pritchett, P.A. has rendered an opinion on the validity of the securities
being registered. Neither Mr. Martin nor Martin & Pritchett, P.A.
are affiliates of CHFY.
Item
6. Indemnification of Directors and
Officers.
Under
Nevada law, a corporation may indemnify its directors, officers, employees and
agents under certain circumstances, including indemnification of such persons
against liability under the Securities Act of 1933, as amended. In
addition, a corporation may purchase or maintain insurance on behalf of its
directors, officers, employees or agents for any liability incurred by him in
such capacity, whether or not the corporation has the authority to indemnify
such person. A true and correct copy of Section 78.7502 of Nevada
Revised Statutes that addresses indemnification of directors, officers,
employees and agents is attached as Exhibit 99.1.
The
Company’s Articles of Incorporation provide that directors and officers are
entitled to indemnification against any and all expenses, including amounts paid
upon judgments, counsel fees and amounts paid in settlement by any such person
in any proceeding that they are made a party to by reason of being or having
been directors or officers of the Company, except in relation to matters as to
which any such director or officer shall be adjudged to be liable for his own
negligence or misconduct in the performance of his duties. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, by law, agreement, vote of
shareholder or otherwise.
The
effect of these provisions may be to eliminate the rights of CHFY and its
stockholders (through stockholder derivative suits on behalf of CHFY) to recover
monetary damages against a director, officer, employee or agent for breach of
fiduciary duty.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be provided for directors, officers, employees, agents or persons
controlling an issuer pursuant to the foregoing provisions, the opinion of the
Commission is that such indemnification is against public policy as expressed in
the Securities Act of 1933, as amended, and is therefore
unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
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Item
8. Exhibits.
(a)
The
following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically
incorporated herein by reference:
Exhibit No.
Title
5.1
Legal
opinion of Martin & Pritchett, P.A.
10.1
2008
Non-Qualified Stock Compensation Plan
23.1
Consent
of Martin & Pritchett, P.A.
23.2
Consent
of Malone & Bailey, P.C. (independent auditors)
99.1
Section
78.7502 of the Nevada Revised Statutes addressing
indemnification
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
to:
(i)
include
any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
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;
(iii)
include
any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change
to such information in this registration
statement.
Provided,
however, that paragraphs (1)(i) and (1)(ii) shall 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 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 pursuant to the Securities
Act, 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 offered 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.
(5)
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. 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 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.
The
undersigned 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 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.
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SIGNATURES
THE
REGISTRANT: Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies 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 Harbin of the People’s Republic of China, on June11, 2008.
China
Forestry Inc.
By
/s/ Degong
Han
Degong
Han,
President
THE
PLAN: 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.
