SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
SONIC JET PERFORMANCE, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1383888
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
15662 Commerce Lane
Huntington Beach, California 92649
(714) 895-8840
(Address of principal executive offices)
________________________________________________
ADVISORY AND CONSULTING AGREEMENTS
(Full title of plan)
________________________________
Madhava Rao Mankal, Chief Financial Officer
15662 Commerce Lane
Huntington Beach, CA 92649
(Name and address of agent for service)
(714) 895-0944
(Telephone number, including area code of agent for service)
Copy to:
Catherine Basinger, Esq.
Basinger & Alonzo, Attorneys at Law.
301 East Ocean Blvd., Suite 640
Long Beach, CA 90802
(562) 983-0660
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Amount to be offering price aggregate offering
Securities registered price
Per share Amount of
to be registration
registered fee
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Common Stock 1,500,000 .20 $300,000 $60.00
($0.001 par value)
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TABLE
(1) Estimated solely for the purpose of determining
the amount of registration fee and pursuant to Rules
457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the exercise
price of 1,000,000 shares for consultants at $0.20 per share,
which is the average of the bid and asked prices per share
of the registrant's common stock reported by the OTC Nasdaq
Stock Market on January 29, 2002.
(2) Estimated solely for the purpose of determining
the amount of registration fee and pursuant to Rules
457(c) and 457 (h) of the General Rules and Regulations
under the Securities Act of 1993, based upon the
exercise price of 500,000 shares issuable under
the Sonic Jet Performance Corporation's 2000
Stock Option Plan described herein (the "Plan")
at $0.20, which is the average of the bid and asked
prices per share of the registrant's common stock
reported by the OTC Nasdaq Stock Market on
January 29, 2002.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*Information required by Part 1 to be contained
in the Section 10(a) prospectus is omitted from the
registration statement in accordance with Rule 428
under the Securities Act of 1933 and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Sonic Jet Performance
Corporation (the "Company") with the Securities
and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 1999
and December 31, 2000;
(b) all other reports filed by the Company pursuant
to Section 13(a) or Section 15 (d) of the
Securities Exchange Act of 1934, as amended
(the "Exchange Act"), since December 31, 2000
through the date hereof;
(c) any document filed by the Company
with the Commission pursuant to Sections 13(a),
3( c), 14 or 15(d) of the Exchange Act
subsequent to the date hereof, but prior
to the filing of a post-effective amendment
to this Registration Statement which Indicates
that all shares of Common Stock registered
hereunder have been sold or that deregisters
all such shares of common Stock then remaining
unsold, such documents being deemed to be
incorporated by reference herein and to be
part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Section 7-109-103 of the Colorado Business
Corporation Act ("CBCA") provides for mandatory
indemnification, if a director or officer of a
corporation is successful on the merits or otherwise,
in defense of any proceeding, whether third party
or derivative.
Colorado law allows a corporation to indemnify
its directors, officers, employees, fiduciaries and
agents against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement
actually and reasonably incurred in connection with
an action or proceeding if that person to be indemnified
acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best
interests of the corporation. In the case of a
shareholder derivative suit, the person will be
indemnified if he was not adjudged liable or, in
the case of any other proceeding, the person was
not adjudged liable for receiving an improper
personal benefit (CBCA ss.7-109-102).
Indemnification in a shareholder derivative
action is limited to reasonable expenses.
a person will be indemnified if that person
did not have reasonable cause to believe that
his conduct was unlawful (CBCA ss.7-109-102(1)).
Colorado law also allows for indemnification
in actions or proceedings even if the person to
be indemnified was adjudged to be liable or did
not meet the standards for indemnification as
described above. Indemnification must be determined
by the same court that adjudged such person liable
or another court of competent jurisdiction. Only
directors and officers are entitled to apply
for mandatory indemnification
(CBCA ss.7-109-105, ss.7-109-107).
Colorado requires that indemnification
payments (other than court ordered payments
and advancement of expenses) may be made only on
a case-by-case basis (CBCA ss.7-109-106). Advance
payments may be made covering expenses if the
individual to be indemnified furnishes the corporation
with a written affirmation of his good faith belief
that he has met the standard of conduct necessary
for indemnification and undertakes to repay such
payments if indemnification is later determined
to not be available to that individual
(CBCA ss.7-109-104).
The aforementioned indemnification provisions
under Colorado law are non-exclusive. Indemnification
of directors of a Colorado corporation is governed
by statute but a Colorado corporation may grant
additional or greater indemnification rights to
officers, employees, fiduciaries and agents through
its bylaws, or through an agreement, a vote of
shareholders, or a vote of disinterested directors,
both as to action in a person's official capacity,
and as to action in another capacity while holding
office (CBCA ss.53-11-4.1(G)). A Colorado corporation
may also have the power to purchase insurance or
other similar protection against liability whether or
not the person was entitled to indemnification as
described in the section above (CBCA ss.7-109-107).
The articles of incorporation of a corporation
organized under the law of Colorado may also
contain a provision, which may eliminate or limit
the personal liability of a director to the
corporation or its stockholders for monetary
damages for breach of fiduciary duty. However,
no such provision can eliminate or limit a
director's liability for (i) for breach of
the director's duty of loyalty, (ii) for acts
or omissions not in good faith or involving
intentional misconduct or a knowing violation
of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out
of other than lawfully available funds, or (iv)
for any transaction from which the director
derives an improper personal benefit (CBCA ss.7-108-401).
The Colorado law also states that
no director or officer will be personally liable for
any injury to a person or party unless the director
or officer giving rise to the litigation or the director
or officer committed a criminal offense in connection
with the situation (CBCA ss.7-108-402).
With respect to the performance of a director's
duty, Colorado allows a director to rely in good faith on
opinions, information, reports and financial data
presented to him by officers or employees of the
company, counsel and accountants as to matters which
the director reasonably believes to be in the expert
competence of such person, and committees of the
board on which the director does not serve (CBCA ss.7-108-401).
Colorado directors have additional protection from
liability from the "conflicting interest transaction"
provisions of Colorado law which state that no loan,
contract, or transaction between a corporation and a
director will be voidable, enjoined, set aside or give
rise to an award of damages in a proceeding by
shareholders, solely because the conflicting
interest transaction involves a director of the
corporation or an entity in which a director of
the corporation is a director or officer or has a
financial interest or solely because the director is
present at or participates in the meeting of the
corporation's board of directors or of the committee
of the board of directors which authorizes, approves,
or ratifies the conflicting interest transaction or
solely because the director's vote is counted for such
purpose if the director's interest was disclosed to
the board of directors or shareholders of the
corporation (if shareholders are entitled to vote
on the transaction) and the transaction is fair to
the corporation at the time it is approved
(CBCA ss.7-108-501)
The registrant believes that these provisions
assist the registrant in, among other things, attracting
and retaining qualified persons to serve the registrant
and its subsidiary. However, a result of such provisions
could be to increase the expenses of the registrant and
effectively reduce the ability of stockholders to sue on
behalf of the registrant since certain suits could be
barred or amounts that might otherwise be obtained
on behalf of the registrant could be required to be
re-paid by the registrant to an indemnified party.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are
listed in the index to Exhibits on page 8.
Item 9. Undertakings
(a) 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 1933:
(ii) To reflect in the prospectus any facts
or events arising after the effective date of
this 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 this Registration Statement:
(iii) To 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 paragraph (1)(i) and (1)(ii) do not apply
if the information required to be included in a
post-effective amendment by those paragraph is
contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15 (d) of the
Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendments 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 mean of a post-effective
amendment any of the securities being registered hereunder
that remain unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that for
purposes of determining any liability under the Securities
Act of 1933, each filing of the company's annual report
pursuant to Section 13 (a) or Section 15 (d) of the
Securities and 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 Company pursuant to
the above-described provisions or otherwise, the Company
has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against
such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or
controlling person of the Company 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
Company 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 Securities Act of
1933 and will be governed by the final adjudication
of such issue.
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 a 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 Huntington Beach,
State of California on January 30, 2002.
Sonic Jet Performance, Inc.
By /s/ Madhava Roa Mankal
--------------------------------
Madhava Rao Mankal, Chief Financial Officer, and Interim CEO
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities
and on the dates indicated.
Signature Title Date
---------------- ---------------------- ----
/s/ Madhava Rao Mankal CFO and Interim CEO January 30, 2002
---------------------
Madhava Rao Mankal
/s/ George Moseman Director January 30, 2002
---------------------
George Moseman
INDEX TO EXHIBITS
Exhibit
Number Description
-------- -----------------------------------------------------
4.1 Sonic Jet Corporation 2000 Stock Option Plan &
Advisory and Consulting Agreement
5.1 Opinion of Katherine Basinger, Esq.
23.1 Consent of Michael Johnson & Company, LLC
23.2 Consent of Katherine Basinger, Esq.
(contained in Exhibit 5.1 of this registration statement
Exhibit 4.1 Sonic Jet performance Corporation 2000 Stock
Option Plan & Advisory and Consulting Agreement
Number of Shares/Options
4.1 (a) 500,000
4.1 (b) 1,000,000