Ilive Inc/NV · S-8 · On 8/30/02

Filed On 8/30/02 12:34pm ET   ·   SEC File 333-98969   ·   Accession Number 1019687-2-1716

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            8     32K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                   2±     9K 
 3: EX-10.1     Material Contract                                      3     19K 
 4: EX-10.2     Material Contract                                      3     19K 
 5: EX-23.1     Consent of Experts or Counsel                          1      6K 

S-8   ·   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
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   As filed with the Securities and Exchange Commission on August 30, 2002
                                                   Registration No. 333-________

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------

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

----------------------

ILIVE, INC. 
------------------
(Exact name of registrant as specified in its charter)

         NEVADA                             95-4783826
         ------                             ----------
(State or other jurisdiction of              (I.R.S. Employer 
 incorporation or organization)            Identification No.)
----------------------

2102 BUSINESS CENTER DRIVE, IRVINE, CALIFORNIA          92612 
 ---------------------------------------------------------------------
(Address of Principal Executive Offices)              (Zip Code)

----------------------

  CONSULTING AGREEMENTS FOR TIM HUNOLD AND MIKE HARRISON

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

----------------------

 SCOTT HENRICKS, PRESIDENT
ILIVE, INC. 
2102 BUSINESS CENTER DRIVE
IRVINE, CALIFORNIA 92612    
(949) 660-0099
--------------
 (Name, address and telephone number of agent for service)

COPIES TO:
 GREGORY SICHENZIA, ESQ.
 SICHENZIA ROSS FRIEDMAN FERENCE LLP
  1065 AVENUE OF THE AMERICAS, 21ST FLR.
NEW YORK, NY 10018          

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

=============================================================================================================================
                                                                 PROPOSED                PROPOSED                            
                                          AMOUNT TO BE       MAXIMUM OFFERING       MAXIMUM AGGREGATE         AMOUNT OF      
 TITLE OF SECURITIES TO BE REGISTERED      REGISTERED (1)    PRICE PER SHARE (2)     OFFERING PRICE (2)     REGISTRATION FEE 
---------------------------------------------------------------------------------------------------------------------------- 
                                                                                                                             
Common Stock, $.001 par value            640,000 Shares          $0.14                  $89,600                  $8.13       
============================================================================================================================ 

(1)  In the event of a stock split, stock dividend, anti-dilution adjustment or 
   similar transaction involving common stock of the registrant, in order to
  prevent dilution, the number of shares registered shall be automatically
    increased to cover the additional shares in accordance with Rule 416(a) of
the Securities Act of 1933.                                           
(2)  Computed pursuant to Rule 457(c) on the basis of the average of the high   
    and low prices per share as reported for such securities on the NASD's OTC
Bulletin Board on August 30, 2002.                                    

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EXPLANATORY NOTE

    This registration statement covers 640,000 shares of common stock,
$0.001 par value per share, of iLive, Inc. that are to be issued under          
Consulting Agreements, dated August 27, 2002 between iLive, Inc. and Tim Humold 
and another agreement dated August 27, 2002 between iLive, Inc. and Mike        
Harrison.                                                                       

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         In accordance with Form S-8 and Rule 428(b)(1) of the Securities Act of
1933, we will provide to Tim Hunold and Mike Harrison the documents containing  
the information specified in Part I, Items 1 and 2. We will furnish without     
charge to any person, upon written or oral request of such person, a copy of    
each document incorporated by reference in Item 3 of Part II of this            
registration statement, which documents are incorporated by reference in the    
Section 10(a) prospectus, and any other documents required to be delivered to   
Tim Hunold and Mike Harrison under Rule 428(b) of the Securities Act of 1933.   
Requests should be directed to iLive, Inc., 2102 Business Center Drive, Irvine, 
California 92612, Attention: Chief Executive Officer. Our telephone number is   
(949) 660-0099.                                                                 

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.       Incorporation of Documents by Reference.                          
----------------------------------------            

We incorporate the following documents by reference in this   
registration statement:                                                         

         (a) Our annual report on Form 10-KSB for the fiscal year ended December
31, 2001, filed with the Securities and Exchange Commission, or the Commission, 
(File No. 0-28549);                                                             

        (b) Our quarterly report on Form 10-QSB for the quarter ended June 30,
2002, filed with the Commission;                                                

     (c) The description of our securities contained in our registration
statement on Form 10-SB (File No. 000-28549) filed under the Securities Exchange
Act of 1934 on December 17, 1999, together with any amendment or report filed   
for the purpose of amending or updating such description.                       

         All reports and other documents we subsequently filed after the date of
this registration statement under Sections 13(a), 13(c), 14 and 15(d) of the    
Exchange Act, prior to the filing of a post-effective amendment that indicates  
that all securities offered under this registration statement have been sold, or
which deregisters all securities then remaining unsold, shall be deemed         
incorporated by reference into this registration statement and shall be a part  
of this registration statement from the date of filing such documents.          

  For purposes of this registration statement, any document or any
statement contained in a document incorporated or deemed to be incorporated     
herein by reference shall be deemed to be modified or superseded to the extent  
that a subsequently filed document or a statement contained herein or in any    
other subsequently filed document which also is or is deemed to be incorporated 
herein by reference modifies or supersedes such document or such statement in   
such document. Any statement so modified or superseded shall not be deemed,     
except as so modified or superseded, to constitute a part of this registration  
statement.                                                                      

ITEM 4.       Description of Securities.                                        
--------------------------                          

Not Applicable.                                               

ITEM 5.       Interests of Named Experts and Counsel.                           
---------------------------------------             

Not Applicable.                                               

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ITEM 6.       Indemnification of Directors and Officers.                        
------------------------------------------          

      Our bylaws provide that we shall, to the fullest extent permitted by
Nevada Revised Statutes section 78.751, indemnify all persons that we have power
to indemnify under that section against all expenses, liabilities or other      
matters covered by that section, and that this indemnification is not exclusive 
of any other indemnification rights to which those persons may be entitled.     
Indemnification under this provision is as to action both in an official        
capacity and in another capacity while holding office. Indemnification continues
as to a person who has ceased to be a director, officer, employee or agent and  
extends to the benefit of the heirs, executors and administrators of such a     
person. Section 78.751 of the Nevada Revised Statutes provides that the expenses
of our officers and directors incurred in defending a civil or criminal action, 
suit or proceeding must be paid by us as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon receipt of an         
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not    
entitled to indemnification.                                                    

Section 2115 of the California General Corporation Law, or the
California Code, provides that corporations such as iLive, Inc. that are        
incorporated in jurisdictions other than California and that meet various tests 
are subject to several provisions of the California Code, to the exclusion of   
the law of the jurisdiction in which the corporation is incorporated. As of May 
16, 2002, we believe we met the tests contained in Section 2115. Consequently,  
we are subject to, among other provisions of the California Code, Section 317   
which governs indemnification of directors, officers and others. Section 317    
generally eliminates the personal liability of a director for monetary damages  
in an action brought by or in the right of iLive, Inc. for breach of a          
director's duties to iLive, Inc. or our stockholders except for liability:      

     o    for acts or omissions that involve intentional misconduct or a knowing
and culpable violation of law;                              

   o    for acts or omissions that a director believes to be contrary to the
best interests of iLive, Inc. or our stockholders or that   
  involve the absence of good faith on the part of the director;

    o    for any transaction for which a director derived an improper personal
benefit;                                                    

o    for acts or omissions that show a reckless disregard for the     
director's duty to iLive, Inc. or our stockholders in       
      circumstances in which the director was aware, or should have been
         aware, in the ordinary course of performing a director's duties, of a
risk of serious injury to iLive, Inc. or our stockholders;  

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o    for acts or omissions that constitute an unexcused pattern of    
       inattention that amounts to an abdication of the director's duty to
iLive, Inc. or our stockholders; and                        

o    for engaging in transactions described in the California Code or 
        California case law which result in liability, or approving the same
kinds of transactions.                                      

 To the extent indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons  
of iLive, Inc. under 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 Securities Act and 
is, therefore, unenforceable.                                                   

ITEM 7 . Exemption from Registration Claimed.                                   
------------------------------------                          

     Exemption from the registration provisions of the Securities Act of
1933 for the issuance of the shares is claimed under Section 4(2) of the        
Securities Act of 1933, among others, on the basis that such transactions did   
not involve any public offering and the purchasers were each sophisticated with 
access to the kind of information registration would provide.                   

ITEM 8.       Exhibits.                                                         
---------                                           

5.1      Opinion of Counsel, regarding the legality of the securities registered
hereunder.                                                    

10.1     Consulting Agreement dated August 27, 2002 by and between iLive, Inc.  
and Mike Harrison.                                            

10.2     Consulting Agreement dated August 27, 2002 by and between iLive, Inc.  
and Tim Hunold.                                               

23.2     Consent of Cacciamatta Accountancy Corporation                         

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ITEM 9.       Undertakings.                                                     
-------------                                       

iLive, Inc. hereby undertakes:                                

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement (unless the           
information required by paragraphs (i) and (ii) below is contained in periodic  
reports filed with or furnished by iLive, Inc. to the Securities and Exchange   
Commission pursuant to Section 13 or Section 15(d) of the Exchange Act that are 
incorporated by reference in 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 which,
   individually or together, represent a fundamental change in the
      information in the registration statement; and 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 the volume and price represent no more
          than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and                                 

        (iii)  To include any additional or changed material
information on the plan of distribution.                    

(2) For determining under the Securities Act, to treat each   
post-effective amendment as a new registration statement of the securities      
offered, and the offering of the securities at the time to be the initial bona  
fide offering.                                                                  

        (3) To file a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.                

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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 has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Irvine, State of California, on August 30, 2002.     

ILIVE, INC.,              
a Nevada corporation      

By:  /S/ SCOTT HENRICKS   
                           -----------------------------------------------------
                           Scott Henricks, President and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons, including a    
majority of the board of directors, in the capacities and on the date indicated.

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

/S/ SCOTT HENRICKS               President, Chief Financial      August 30, 2002
--------------------------       Officer and Director                           

/S/ ALBERT AIMERS                Chairman of the Board,          August 30, 2002
--------------------------       President, Chief Executive                     
Albert Aimers                    Officer                                        

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 EXHIBIT INDEX

Exhibit No.       Description                                     
-----------       -----------                                     

       5.1      Opinion of Counsel, regarding the legality of the securities
registered hereunder.                       

    10.1     Consulting Agreement dated August 27, 2002 by and between
iLive, Inc. and Mike Harrison.              

    10.2     Consulting Agreement dated August 27, 2002 by and between
iLive, Inc. and Tim Hunold.                 

23.2     Consent of Cacciamatta Accountancy Corporation       

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This S-8 Filing		Date		First		Last			Other Filings
		12/17/99		3					10SB12G
		12/31/01		3					10KSB
		5/16/02		4					S-8
		6/30/02		3					10QSB
		8/27/02		2		8
Filed On / Filed As Of / Effective As Of		8/30/02		1		7
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