Unassociated Document
As
filed
with the Securities and Exchange Commission on February 25, 2008
Registration
No. 33-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
DEALERADVANCE,
INC.
(Exact
name of registrant as specified in charter)
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NEVADA
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22-3762832
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
Incorporation or Organization)
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Identification
No.)
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16801
Addison Road, Suite 310, Addison, Texas 75001
(Address
of Principal Executive Offices) (Zip Code)
(214)
866-0606
(Registrant’s
telephone number)
Consulting
Agreement between the Registrant and Michael J. Gelmon
(Full
title of plan)
Consulting
Agreement between the Registrant and Hans Gassner
(Full
title of plan)
Legal
Service Agreement between the Registrant and Guardi &
Associates
(Full
title of plan)
Noel
E. Guardi, P.O. Box 381, Pinecliffe, CO 80471
(Name
and
address of agent for service)
(303)
969-8886
(Telephone
number, including area code, of agent for service)
COPIES
TO:
Noel
E. Guardi, Esq.
P.O.
Box 381
Pinecliffe,
Colorado 80471
(303)
969-8886
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Proposed
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Proposed
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maximum
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maximum
aggregate
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Title
of securities
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Amount
to be
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offering
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offering
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Amount
of
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to
be registered
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registered
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price
per unit (1)
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price
(1)
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registration
fee
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Common
Stock,
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25,000,000
shares
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$0.0021
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$52,500
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$2.08
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$.0001
par value
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Under
Consulting
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Agreement
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Common
Stock,
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25,000,000
shares
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$.0001
par value
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Under
Consulting
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Agreement
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Common
Stock,
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25,000,000
shares
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$.0001
par value
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Under
Legal Service
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Agreement
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Total
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75,000,000
shares
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$157,500
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$6.19
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(1)
Calculated based on Rule 457(h) based on the closing bid price of $.0025 on
February 21, 2008.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
document(s) containing the information specified in Part I of Form S-8 will
be
sent or given to participating employees in accordance with Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Act”). Such document(s) are not
being filed with the Commission pursuant to the introductory Note to Part 1
of
Form S-8, but constitute (along with the documents incorporated by reference
to
the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus
that meets the requirements of Section 10(a) of the Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents are incorporated by reference in this registration statement
and are not required to be filed with this registration statement:
(a)
Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31,
2006, filed on or about April 17, 2007 pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended.
(b)
Registrant’s quarterly reports on Form 10-QSB, for the fiscal quarters ended
March 31, 2007, June 30, 2007, and September 30, 2007, and registrant’s current
reports on Form 8-K filed on June 1, 2007, and February 4, 2008 pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended.
All
documents filed by the registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this registration
statement and prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
in
this registration statement and to be a part hereof from the date of filing
of
such documents.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interest of Named Experts and Counsel.
Guardi
& Associates, the legal counsel giving an opinion on the validity of the
securities being registered, will receive 25,000,000 shares of the registrant’s
Common Stock, $.0001 par value, when this registration statement becomes
effective.
Item
6. Indemnification of Directors and Officers.
The
registrant's Articles of Incorporation provide that the registrant shall
indemnify a director or officer to the full extent permitted by the Nevada
General Corporation Laws as in effect at the time of the conduct by such person.
As presently in effect, the general effect of the Nevada General Corporation
Laws permits a corporation to indemnify any director or officer against any
judgment in connection with any proceeding, after a determination by the
registrant, if the director or officer acted in good faith and if the director
or officer believed his conduct was in the best interests of the registrant,
except in derivative actions: (1) where the director or officer shall be
adjudged liable to the registrant in the performance of such director's or
officer's duty to the registrant, unless, and only to the extent, the court
shall determine otherwise; (2) of amounts paid in settling or otherwise
disposing of a pending action without court approval; or, (3) of expenses
incurred in defending a pending action which is settled or otherwise disposed
of
without court approval. The registrant may advance expenses incurred by a
director or officer in any proceeding if he undertakes to repay the advance
if
it is determined ultimately that the director or officer is not entitled to
be
indemnified. The registrant shall indemnify a director or officer against
expenses in defense of any proceeding to the extent in which the director or
officer was successful on the merits in defense. A director or officer may
apply
to the court or any court of competent jurisdiction for an order of
indemnification. If a corporation indemnifies or advances expenses to a director
or officer then the corporation shall give written notice to the shareholders
prior to the next annual shareholder's meeting.
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 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 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.
Not
applicable.
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Exhibit
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Number
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Exhibit
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3.1
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Articles
of Incorporation, as amended (1)
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3.2
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Bylaws
(1)
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5.1
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Legal
Opinion of Guardi & Associates, Attorneys at Law (2)
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10.1
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Consulting
Agreement dated February 20, 2008 between the Registrant and Michael
J.
Gelmon (2)
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10.2
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Consulting
Agreement dated February 20, 2008 between the Registrant and Hans
Gassner
(2)
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10.3
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Legal
Service Agreement dated February 18, 2008 between the Registrant
and
Guardi & Associates (2)
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23.1
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Consent
of Paritz & Company, P.A. (2)
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(1) Incorporated
by reference to the registrant’s Form SB-2 filed February 1, 2001, SEC File
Number 333-54822.
(2) Filed
herewith.
Item
9. Undertakings.
The
undersigned registrant hereby undertakes:
1.
To
file, during the 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 a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement,
and,
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.
The
undersigned registrant hereby undertakes 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 are 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.
The
undersigned registrant hereby undertakes 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 section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee pursuant
to the plan’s annual report pursuant to section 15(d) for 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.
6.
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 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 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.
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, whereunto duly authorized, in Addison, Texas,
on February 25, 2008.
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DEALERADVANCE,
INC.
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By:
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/s/
Steven Humphries
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Steven
Humphries, Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, the registration statement
has been signed by the following persons in the capacities and on the dates
indicated:
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Dated:
February 25, 2008
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/s/
Steven Humphries
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Steven
Humphries, Chief Executive Officer and Sole
Director
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Dated:
February 25, 2008
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/s/ Dave
Wange
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Dave
Wange, Chief Financial
Officer
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