UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Commission File Number: 000-28481
ICONET, INC.
(Exact name of registrant as specified in its charter)
Nevada 86-0891931
(State of organization) (I.R.S. Employer Identification No.)
8 Gaucho Drive
Rolling Hills Estates, CA 90274
(Address of principal executive offices)
Company's telephone number, including area code: (416) 682-9255
Consultant Compensation Plan
(FULL TITLE OF THE PLAN)
Randy Miller, President
8 Gaucho Drive
Rolling Hills Estates, CA 90274
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(416) 682-9255
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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TITLE OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
SECURITIES TO REGISTERED OFFERING PRICE AGGREGATE OFFERING OF
REGISTRATION PRICE PER PRICE REGIS-
BE REGISTERED PER SHARE TRATION
SHARE FEE
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Common Stock, 1,500,000 $ .05 $ .05 $75,000.00 $ 18.75
..001 Par Value
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
(A) GENERAL PLAN INFORMATION
(1) THE PLAN IS TO BE ENTITLED "THE CONSULTANT COMPENSATION PLAN" AND IS TO
BE OFFERED BY ICONET, INC. (HEREINAFTER "REGISTRANT").
(2) THE GENERAL NATURE AND PURPOSE IS TO COMPENSATE THE FOLLOWING
CONSULTANT (HEREINAFTER CONSULTANT) FOR SERVICES RENDERED TO REGISTRANT,
NONE OF WHICH SERVICES RELATE TO THE OFFER OR SALE OF SECURITIES IN A
CAPITAL RAISING TRANSACTION OR THE DIRECT OR INDIRECT PROMOTION OR
MAINTENANCE OF A MARKET FOR THE REGISTRANT'S SECURITIES:
1
(A) ANDRE PEIRRARD 1,500,000 SHARES
54 rue Michel Gehrend
L-1619
Luxembourg
SERVICES PROVIDED INCLUDE ASSISTING THE REGISTRANT IN IDENTIFYING
ACQUISITION TARGETS AND IN STRUCTURING POSSIBLE MERGERS/ACQUISITIONS TO
EXPAND REGISTRANT'S BUSINESS OPERATIONS AND PROVIDE GENERAL BUSINESS
CONSULTING SERVICES TO REGISTRANT.
(3) THE PLAN IS NOT, UNDER THE BEST KNOWLEDGE OF REGISTRANT, SUBJECT TO ANY
PROVISIONS OF ERISA.
(4) CONTACT INFORMATION: RANDY MILLER, PRESIDENT OF REGISTRANT, 8 GAUCHO
DRIVE ROLLING HILLS ESTATES, CA 90274; TELEPHONE: (416) 682-9255.
(B) SECURITIES TO BE OFFERED
(1) A TOTAL OF 1,500,000 SHARES OF REGISTRANT'S COMMON STOCK WILL BE
OFFERED.
(2) NOT APPLICABLE
(C) EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN: THE CONSULTANT LISTED IN NO. 2
ABOVE IS THE ONLY ELIGIBLE PARTICIPANT IN THIS PLAN.
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(D) PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES
OFFERED:
(1) CONSULTANT SHALL HAVE SHARES ISSUED TO HIM AS FULL CONSIDERATION FOR
THE REFERENCED SERVICES.
(2) CONSULTANT SHALL BE DEEMED TO HAVE PAID IN FULL FOR THE SHARES AS
COMPENSATION FOR THE CONSULTING SERVICES UNDER REGISTRANT'S CONSULTING
SERVICES PLAN.
(3) CONSULTANT IS PERMITTED TO RECEIVE A TOTAL OF 1,500,000 SHARES.
(4) NOT APPLICABLE
(5) NOT APPLICABLE
(6) THE SECURITIES WILL BE ISSUED DIRECTLY FROM REGISTRANT'S TREASURY; NO
FEES, COMMISSIONS OR OTHER CHARGES WILL BE PAID.
(E) RESALE RESTRICTIONS: NO RESTRICTIONS ON RESALE ARE CURRENTLY
CONTEMPLATED.
(F) TAX EFFECTS OF PLAN PARTICIPATION: CONSULTANT WILL REALIZE INCOME WHEN HE
RECEIVES THE SHARES, BASED ON HIS AGREEMENT WITH REGISTRANT, AND MAY REALIZE A
GAIN WHEN HE SELLS THE SHARES, BASED ON THE SALE PRICE HE RECEIVES VERSUS THE
PURCHASE PRICE. REGISTRANT DOES NOT FORESEE A TAX CONSEQUENCE FOR ITSELF. THE
PLAN DOES NOT, TO THE BEST KNOWLEDGE OF REGISTRANT, QUALIFY UNDER SECTION 401(A)
OF THE INTERNAL REVENUE CODE.
(G) INVESTMENT OF FUNDS: THERE WILL BE NO FUNDS RECEIVED.
(H) WITHDRAWAL FROM THE PLAN; ASSIGNMENT OF INTEREST
(1) NO WITHDRAWAL OR TERMINATION TERMS ARE CURRENTLY CONTEMPLATED.
(2) NO ASSIGNMENT OR HYPOTHECATION TERMS ARE CURRENTLY CONTEMPLATED, BUT
REGISTRANT WILL PERMIT AN ASSIGNMENT OF THE INTERESTS IF CONSULTANT CHOOSES
TO ASSIGN HIS INTEREST TO A THIRD PARTY.
(3) NOT APPLICABLE
(I) FORFEITURES AND PENALTIES: THERE IS NO CURRENTLY CONTEMPLATED
FORFEITURE OR PENALTY EVENT.
(J) CHARGES, DEDUCTIONS AND LIENS THEREOF
(1) THERE ARE NO CHARGES OR DEDUCTIONS CURRENTLY CONTEMPLATED.
(2) THERE ARE NO CREATION OF LIEN TERMS CURRENTLY CONTEMPLATED.
(3) NOT APPLICABLE
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
REGISTRANT PLANS TO IMMEDIATELY FORWARD A COPY OF THIS FORM AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE TO CONSULTANT UPON THE FILING OF THIS FORM,
THUS SATISFYING THE REQUIREMENTS FOR THIS SECTION.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(A) THE FORM 10-K REPORT FILED BY REGISTRANT FOR THE YEAR ENDING DECEMBER 31,
2001 IS HEREBY INCORPORATED BY REFERENCE.
(B) THE 10-Q REPORTS FILED BY REGISTRANT FOR THE FISCAL QUARTERS ENDING
SEPTEMBER 30, 2001, JUNE 30, 2001 AND MARCH 31, 2002, AND THE FORM 8-K FILED
AUGUST 29, 2001, ARE HEREBY INCORPORATED BY REFERENCE.
(C) NOT APPLICABLE
IN ADDITION, ALL DOCUMENTS SUBSEQUENTLY FILED BY REGISTRANT PURSUANT TO SECTIONS
13(A), 13(C), 14 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, IF ANY, ARE
INCORPORATED BY REFERENCE.
ITEM 4. DESCRIPTION OF SECURITIES
NOT APPLICABLE.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
THERE ARE NO RELEVANT INTERESTS OF EXPERT OR COUNSEL IN THIS FORM THAT REQUIRE
DISCLOSURE.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
REGISTRANT'S CHARTER GENERALLY INDEMNIFIES A DIRECTOR OR AN OFFICER AGAINST
LIABILITY WHICH HE/SHE INCURS IN HIS/HER CAPACITY.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
NO EXEMPTION FROM REGISTRATION IS HEREBY CLAIMED SINCE THERE IS NO REOFFERING OR
RESALE OF RESTRICTED SECURITIES INVOLVED.
ITEM 8. EXHIBITS
EXHIBIT 5 - OPINION OF LEGAL COUNSEL
EXHIBIT 15 - LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
EXHIBIT 23 - CONSENTS OF EXPERTS AND COUNSEL (SEE EXHIBITS 5 AND 15)
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ITEM 9. UNDERTAKINGS
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT
OF 1933 (THE "SECURITIES ACT") 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 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, 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 SECURITIES
ACT AND WILL BE GOVERNED BY THE FINAL ADJUDICATION OF SUCH ISSUE.
SIGNATURES
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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 TORONTO, CANADA, ON JUNE 12, 2002.
ICONET, INC.,
A NEVADA CORPORATION
BY:/s/RANDY MILLER
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RANDY MILLER, PRESIDENT
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.
/s/RANDY MILLER
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RANDY MILLER, PRESIDENT
DATE: JUNE 12, 2002