-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WsJA3o94WVM4A8kqiX4MZrvTJnerPSnHroW0I47ct8jzQF6iIKax0tgn0opxNe9x rwGz0s1iWLneV9DKY1j1UQ== 0000943440-05-000423.txt : 20051021 0000943440-05-000423.hdr.sgml : 20051021 20051021153805 ACCESSION NUMBER: 0000943440-05-000423 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051021 DATE AS OF CHANGE: 20051021 EFFECTIVENESS DATE: 20051021 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NorMexSteel, Inc. CENTRAL INDEX KEY: 0001085115 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 650386286 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-129173 FILM NUMBER: 051149698 BUSINESS ADDRESS: STREET 1: 478 EAST ALTAMONTE DRIVE STREET 2: SUITE 108 CITY: ALTAMONTE SPRINGS STATE: FL ZIP: 32701 BUSINESS PHONE: 561-767-7761 MAIL ADDRESS: STREET 1: 478 EAST ALTAMONTE DRIVE STREET 2: SUITE 108 CITY: ALTAMONTE SPRINGS STATE: FL ZIP: 32701 FORMER COMPANY: FORMER CONFORMED NAME: NorMaxSteel, Inc. DATE OF NAME CHANGE: 20050729 FORMER COMPANY: FORMER CONFORMED NAME: NORTH AMERICAN LIABILITY GROUP INC DATE OF NAME CHANGE: 20031202 FORMER COMPANY: FORMER CONFORMED NAME: STANFIELD EDUCATIONAL ALTERNATIVES INC/FL DATE OF NAME CHANGE: 20000414 S-8 1 oct05-s8.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORMEXSTEEL, INC. f/k/a North American Liability Group, Inc. --------------------------------------------- (Exact Name of Company as specified in its charter) Florida 000-25947 65-0386286 ---------------------- ------------------- ------------ (State of Incorporation) (Commission File No.) (IRS Employer ID Number) 478 E. Altamonte Dr. Suite 108 Altamonte Springs, FL 32701 (Address of Principal Offices) Business Consultant Contract (Full title of the Plan) James Wolff, President 478 E. Altamonte Dr. Suite 108 Altamonte Springs, FL 32701 (Name and address of agent for service) Company's telephone number: (954) 771-5500 CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------ Proposed Proposed Title of Amount to be Maximum Maximum Amount of Securities to be Registered Offering Price Aggregate Registration Fee Registered Per Share(2) Offering Price(2) - ------------------------------------------------------------------------------------ Common Shares 10,000,000 (1) $.10 $1,000,000 $117.70 - ------------------------------------------------------------------------------------
(1) Pursuant to Rule 416, this Registration Statement shall be deemed to cover such indeterminable number of shares of common stock as may become issuable with respect to any of the registered shares pursuant to antidilution provisions in the Plan. (2) The proposed maximum offering price per share is estimated solely for purpose of calculating the registration fee in accordance with Rule 457(F)(2). 1 PART I INFORMATION REQUIRED IN THE PROSPECTUS Pursuant to the Note to Part I of Form S-8, the Plan Information specified by Part I is not being filed with the Securities and Exchange Commission as such information is either contained in the consulting agreement or legal services agreement between the Registrant and each of the participants or provided to each of the participants in accordance with Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"). Such consulting agreements, legal services agreements, additional information, and the information incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Securities and Exchange Commission, are hereby incorporated by reference into this Prospectus: a. The Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004; b. The Company's Quarterly Reports on Form 10-QSB/A for the fiscal quarter ended March 31, 2005 and Form 10-QSB for the quarter ended June 30, 2005; and c. The Company's Current Reports on Forms 8-K subsequent to December 31, 2004, and up to and including the date of filing of this Registration Statement. All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to 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 hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement, in a supplement to this Registration Statement or in a document incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed supplement to this Registration Statement or in any document that is subsequently incorporated by reference herein modifies or supersedes such statement. 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. The authorized stock of the Company consists of 100,000,000 authorized shares of Common Stock, no par value, approximately 280,941,000 shares of which were outstanding as of October 17, 2005, and 150,000,000 authorized shares of Preferred Stock, no par value, approximately 30,000,000 shares of which were outstanding as of October 17, 2005. 2 Each share of Common Stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by the owners thereof at a meeting of the shareholders, including the election of directors. The holders of Common Stock (i) have equal, ratable rights to dividends from funds legally available therefor, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have preemptive or redemption provisions applicable thereto; and (iv) are entitled to one noncumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders. All shares of Common Stock issued and outstanding are, and those offered hereby, when issued, will be fully paid and nonassessable, with no personal liability attaching to the ownership thereof. Transfer Agent, Registrar and Warrant Agent The Company has appointed Atlas Stock Transfer, Inc. 5899 S. State Street, Suite 24, Salt Lake City, Utah 84107, as transfer agent and registrar for the Common Stock and Preferred Stock. ITEM 5. Interests of Named Experts and Counsel. None. ITEM 6. Indemnification of Directors and Officers. Registrant's Articles of Incorporation and Bylaws and the Florida Business Corporation Act provide for indemnification of directors and officers against certain liabilities. In general, officers and directors of Registrant are indemnified against expenses actually and reasonably incurred in connection with proceedings, whether civil or criminal, provided that it is determined that they acted in good faith, and are not deemed to be liable to Registrant for negligence or misconduct in the performance of their duties. ITEM 7. Exemption From Registration Claimed. Not applicable. ITEM 8. Exhibits. Exhibit Number Description - -------------- ----------- 4 Business Consultant Contract by and between North American Liability Group, Inc. and Terry Hunter, dated as of April 20, 2004. 5 Opinion of Counsel, The Business Law Group. 23.1 Consent of Tedder, James, Worden & Associates, P.A., Independent Registered Certified Public Accounting Firm. 23.2 Consent of The Business Law Group (Included in Exhibit 5). 3 ITEM 9. Undertakings 1. The Registrant hereby undertakes: (a) 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 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 (iii) 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; (b) 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 bonafide offering thereof. (c) 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. 2. The 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 Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be in the initial bona fide offering thereof. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 Altamonte Springs, State of Florida, on this 18th day of October, 2005. NORMEXSTEEL, INC. By:/s/James Wolff --------------------------------- James Wolff, CEO In accordance with the requirements of the Securities Act of 1933 as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/James Wolff - -------------------- Director, President 10/18/05 James Wolff (Principal Executive Officer and Principal Financial Officer) /s/Garth Jensen - -------------------- Director 10/18/05 Garth Jensen /s/Arturo Sojo - -------------------- Director 10/18/05 Arturo Sojo /s/Bernardo Vergara - -------------------- Director 10/18/05 Bernardo Vergara REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NORMEXSTEEL, INC. f/k/a NORTH AMERICAN LIABILITY GROUP, INC. ------------------------------------------------ (Exact name of Issuer as specified in its charter) EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 4 Business Consultant Contract by and between North American Liability Group, Inc. and Terry Hunter, dated as of April 20, 2004. 5 Opinion of Counsel, The Business Law Group. 23.1 Consent of Tedder, James, Worden & Associates, P.A., Independent Registered Certified Public Accounting Frim 23.2 Consent of The Business Law Group (Included in Exhibit 5). 5 EX-4 2 oct05s8-ex4.txt Exhibit 4 Business Consultant Contract ---------------------------- This agreement dated April 20th, 2004, is made By and Between North American Liability Group, Inc., whose address is Wachovia Bank Building 2929 East Commercial Boulevard, Suite 610, Ft. Lauderdale, Florida USA 33308, referred to as "Company", AND Terry Hunter whose address is P.O. Box N-7250 Nassau, Bahamas, referred to as "Consultant." 1. Consultation Services. The company hereby employs the consultant to perform the following services in accordance with the terms and conditions set forth in this agreement: The consultant will consult with the officers and employees of the company concerning matters relating to the management and organization of the company, their financial policies, the terms and conditions of employment, and generally any matter arising out of the business affairs of the company. 2. Terms of Agreement. This agreement will begin April 20, 2004 for a term of five years and will be reviewed annually. Either party may cancel this agreement on thirty (30) days notice to the other party in writing, by certified mail or personal delivery. 3. Time Devoted by Consultant. It is anticipated the consultant will spend approximately 2 to 5 hours per day in fulfilling its obligations under this contract. The particular amount of time may vary from day to day or week to week. However, the consultant shall devote a minimum of 43 hours per month to its duties in accordance with this agreement. 4. Place Where Services Will Be Rendered. The consultant will perform most services in accordance with this contract by telephone, facsimile and email. In addition the consultant will perform services as required and at such other places as designated by the company to perform these services in accordance with this agreement. 5. Payment to Consultant. The consultant will be paid at the rate of US$20,000.00 per month for work performed in accordance with this agreement plus expenses incurred namely, Travel, Accommodation, Entertainment Communication. However, the consultant will be paid at least US$20,000.00 per month regardless of the amount of time spent in accordance with this agreement. The consultant will submit an itemized statement setting forth the services rendered, and the company will pay the consultant the amounts due as indicated by statements submitted by the consultant within ten (10) days of receipt or as agreed upon by the parties hereto. 6. Independent Contractor. Both the company and the consultant agree that the consultant will act as an independent contractor in the performance of its duties under this contract. Accordingly, the consultant shall be responsible for payment of all taxes including Federal, State and local taxes arising out of the consultant's activities in accordance with this contract, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required. 7. Confidential Information. The consultant agrees that any information received by the consultant during any furtherance of the consultant's obligations in accordance with this contract, which concerns the personal, financial or other affairs of the company will be treated by the consultant in full confidence and will not be revealed to any other persons, firms or organizations. 8. Employment of Others. The company may from time to time request that the consultant arrange for the services of others. All costs to the consultant for those services will be paid by the company but in no event shall the consultant employ others without the prior authorization of the company. 9. Signatures. Both the company and the consultant agree to the above contract. Witnessed by: COMPANY North American Liability Group Inc. /s/Bradley Wilson - ----------------------------- By: Bradley Wilson President CONSULTANT /s/ Terry Hunter - ----------------------------- Terry Hunter EX-5 3 oct05s8-ex5.txt Exhibit 5 OPINION AND CONSENT OF LEGAL COUNSEL The Business Law Group Attorneys at Law 255 S. Orange Ave., Suite 1201 Orlando, FL 32801 October 17, 2005 Board of Directors NorMexSteel, Inc. Gentlemen: We have acted as special securities counsel to Normexsteel, Inc. (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-8 (the "Registration Statement") covering registration under the Securities Act of 1933 of the 10,000,000 shares of the Company's common stock, no par value (the "Shares") issuable pursuant to the Business Consultant Contract by and between North American Liability Group, Inc. and Terry Hunter, dated as of April 20, 2004 (the "Contract"), attached as exhibit to the Registration Statement for which this opinion is provided. As such, we have examined the Registration Statement and such other documents of the Company, as we deemed appropriate under the circumstances. Based upon the foregoing, and assuming that the Shares will be issued as set forth in the Contract, at a time when effective, and that there will be full compliance with all applicable securities laws involved under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated pursuant to said Acts, and in those states in which the Shares may be sold, we are of the opinion that, upon issuance of the Shares according to the Registration Statement and receipt of the consideration to be paid for the Shares, the Shares will be validly issued, fully paid and non-assessable shares of Common Stock of the Company. This opinion does not cover any matters related to any re-offer or re-sale of the Shares by the firm, once issued pursuant to the Contract as described in the Registration Statement. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. This opinion is based on our knowledge of the law and facts as of the date hereof. We assume no duty to communicate with the Company in respect to any matter, which comes to our attention hereafter. Very truly yours, /s/ THE BUSINESS LAW GROUP - -------------------------- Consent: We consent to the use of our opinion dated October 17, 2005, as an exhibit to the Registration Statement of NorMexSteel, Inc., and to the reference to our firm in the Registration Statement. /s/ THE BUSINESS LAW GROUP - -------------------------- EX-23.1 4 oct05s8-ex231.txt Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM TEDDER, JAMES, WORDEN & ASSOCIATES, P.A. CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS ADVISORS AN INDEPENDENTLY OWNED MEMBER OF THE RSM MCGRADREY NETWORK ______________________________________________________________ Exhibit 23.1 ------------ Consent of Independent Registered Certified Public Accounting Firm ------------------------------------------------------------------ We consent to the incorporation by reference in this Registration Statement of NorMexSteel, Inc. f/k/a North American Liability Group, Inc. on Form S-8 of our report, which includes an explanatory paragraph regarding the substantial doubt about the Company's ability to continue as a going concern, dated May 10, 2005, included in the Annual Report on Form 10-KSB of NorMexSteel, Inc. f/k/a North American Liability Group, Inc. for the years ended December 31, 2004 and 2003, and for the period March 23, 1999 (inception) to December 31, 2004. /s/Tedder, James, Worden & Associates, P.A. Orlando, Florida October 19, 2005 -----END PRIVACY-ENHANCED MESSAGE-----