Aida Pharmaceuticals S-8
U.S.
Securities and Exchange Commission
Washington,
D.C. 20549
FORM
S-8
Registration
Statement
Under
the
Securities Act of 1933
AIDA
PHARMACEUTICALS, INC.
(Exact
Name of Registrant as specified in charter)
Nevada
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000-50212
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81-0592184
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(State
of Incorporation)
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(SEC
File Number)
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(IRS Employer I.D.
No.)
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31
Dingjiang Road, Jianggan District, Hangzhou, China
(Address
of principal executive offices)
2006
Stock Grant and Option Plan
(Full
Title of the Plan)
Jin
Biao
31
Dingjiang Road, Jianggan District, Hangzhou, China
(Name
and
Address of agent for Service
86-0571-85802712
(Telephone
number, including area code for agent for service)
CALCULATION
OF REGISTRATION FEE
Title
of
securities
to
be
registered
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(1)
Securities
to
be
registered
|
Proposed
maximum
offering
price
per
share
(2)
|
Proposed
maximum
aggregate
offering
price
(2)
|
Amount
of
Registration
Fee
|
Common
$.001
par value
|
2,500,000
shares
|
$1.14
|
$2,850,000
|
$304.95
|
(1)
Includes an indeterminate number of additional shares which may be issued
pursuant to the above plan as a result of any future stock split, stock
dividend, or similar adjustment.
(2)
Estimated pursuant to Rule 457(c) solely for purposes of calculating the amount
of the registration fee, based upon the bid price reported on June 24, 2006
by
the NASD OTC Bulletin Board; and the ask price of $1.14.
EXPLANATORY
NOTE
In
accordance with the instructional Note to Part I of Form S-8 as promulgated
by
the Securities and Exchange Commission, the information specified in Part I
of
Form S-8 has been omitted from this Registration Statement on Form S-8 for
offers of Common Stock pursuant to the Plan.
PART
II
Item
3. INCORPORATION
OF DOCUMENTS BY REFERENCE
The
following documents, which are on file with the Securities and Exchange
Commission (the “Commission”), are incorporated in this registration statement
by reference:
(a) |
All
reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act,
including but not limited to the Company’s Annual Report on Form 10-KSB
for the year ending December 31, 2005, 10-QSB for the period ending
March
31, 2006.
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In
addition, all documents subsequently filed pursuant to Sections 13(a), 13(c),
14
and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment to the registration statement which indicates that
all
of the shares of common stock offered have been sold or which de-registers
all
of the shares then remaining unsold, will be deemed to be incorporated by
reference in the registration statement and to be a part hereof from the date
of
filing of the documents. Any statement contained in a document incorporated
or
superceded for purposes of this registration statement, to the extent that
a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supercedes such statement. Any such statement so modified or superceded will
not
be deemed, except as so modified or superceded, to constitute a part of this
registration statement.
Item
4.
DESCRIPTION OF SECURITIES
Not
applicable, the class of securities to be offered is registered under Section
12
of the Securities Exchange Act of 1934.
Item
5.
INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not
applicable.
Item
6.
INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Sections
78.751 and 78.752 of the Nevada General Corporation Law authorize a corporation
to indemnify its directors, officers, employees, or agents in terms sufficiently
broad to permit such indemnification under certain circumstances for liabilities
(including provisions permitting advances for expenses incurred) arising under
the 1933 Act.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
“Act”) may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company believes 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.
Item
7.
EXEMPTION FROM REGISTRATION CLAIMED.
Not
Applicable.
Item
8.
EXHIBITS.
Exhibit Number |
Description |
(5.0) |
Opinion of Counsel and consent
regarding the legality of the securities registered under this
Registration Statement |
(10.1) |
2006 Stock Grant and Option
Plan |
(10.2) |
Consulting
Agreement, Zheng Zhigang |
(10.3) |
Consulting Agreement, Qiao
Bei |
(23.0) |
Consent of Independent Registered
Public Accounting Firm |
Item
9.
UNDERTAKINGS.
The
undersigned registrant hereby undertakes:
(1)
To
file, during any period in which offers and sales are being made, a
post-effective amendment to this registration statement to include any material
information with respect to the plan of distribution not previously disclosed
in
the registration statement or any material change to such information in the
registration statement.
(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)
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 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.
(5)
Insofar as indemnification for liabilities 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 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 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 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.
Dated: June 30, 2006 |
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AIDA
PHARMACEUTICALS, INC. |
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a Nevada corporation |
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/s/
Jin
Biao
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Jin Biao |
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CEO
& Chairman |
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Pursuant
to the requirements of the Securities Act of 1933, this report has been signed
below by the following persons on behalf of the Company and in the capacities
and on the dates indicated.
Date: June 30, 2006 |
/s/
Jin
Biao |
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Jin Biao |
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Director |
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/s/
Qiu
Jiajun |
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Qiu Jiajun |
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Director |
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/s/
Zhang
Qiong |
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Zhang
Qiong |
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Director |
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