SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
S-8
REGISTRATION
STATEMENT
Under
THE
SECURITIES ACT OF 1933
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Tasco
Holdings International, Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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33-0824714
|
--------------------------------
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------------------------------------
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification No.)
|
incorporation
or organization)
|
|
8885
Rehco Road, San Diego, California
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92121
|
----------------------------------------
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--------------------------
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(Address
of principal executive offices)
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(Zip
Code)
|
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TASCO
HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
PLAN
------------------------------------------------------------------------
(Full
title of the plan)
------------------------------------------------------------------------
David
R.
Koos
Chief
Executive Officer
8885
Rehco
Road, San Diego, California, 92121
(619)
398-3517 ext. 308
copies
to:
------------------------------------------------------------------------
------------------------------------------------------------------------
(Name
and
address and telephone of agent for service)
========================================================================
CALCULATION
OF REGISTRATION FEE
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Title
of Securities
to
be registered
--------------------
|
Amount
to be
Registered
(1)
------------
|
Proposed
Maximum
Offering
Price per Share(2)
---------------
|
Proposed
maximum
aggregate
offering price (2)
-------------------
|
Amount
of registration fee
-------------
|
Common
Stock
--------------------
|
1,500,000
------------
|
$2.21
|
$3,315,000
|
$354.70
|
(1)
In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended
(“Securities Act”), this Registration Statement also covers an indeterminate
number of shares of Class A Common Stock that may be offered or issued by reason
of stock splits, stock dividends or similar transactions.
(2)
Estimated solely for the purpose of calculating the amount of the registration
fee pursuant to Rule 457(c) of the Securities Act of 1933, the price per share
and aggregate offering price are based upon the average closing bid and ask
price of the Common Stock of the Registrant as listed on the OTC Bulletin Board
on August 4, 2006.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1.
Plan Information
The
information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 of
the
Securities Act of 1933 and the Note to Part I of Form S-8.
Item
2.
Registrant Information and Employee Plan Annual Information
Registrant
will provide without charge to each person to whom a copy of a section 10(a)
Prospectus hereunder is delivered, upon the oral or written request of such
person, a copy of any document incorporated in this Registration Statement
by
reference. Requests for such information should be directed
to David
R. Koos at 619. 398-3517
ext. 308.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3.
Incorporation of Documents by Reference
The
following documents filed with the Securities and Exchange Commission (the
“SEC”) by the Company are incorporated by reference in this Registration
Statement:
(a) |
The
Registrant’s Annual Report on Form 10-KSB for the year ended, September
30, 2005,
|
(b) |
All
other reports filed by the Registrant pursuant to Section 13(a) or
15(d)
of the Exchange Act since the end of the fiscal year covered by the
registrant document referred to in (a)
above.
|
(c) |
The
description of the Registrant's common stock contained in the Registrant’s
Form 10SB/A dated September 19,2001
|
(d) |
In
addition, all documents subsequently filed by the Registrant pursuant
to
Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the
filing of a post-effective amendment which indicates that all securities
offered have been sold
|
|
|
or
which deregisters all securities then remaining unsold, shall be
deemed to
be incorporated by reference into this Registration Statement and
to be a
part hereof from the date of filing of such
documents.
|
The
class
of securities to be offered is Common Stock.
Item
4.
Description of Securities.
Not
applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item
5.
Interests of Named Experts and Counsel.
Not
Applicable.
Item
6.
Indemnification of Directors and Officers
Under
Section 145 of the Delaware General Corporation Law (the “DGCL”), a corporation
may indemnify a director, officer, employee, or agent of the corporation (or
other entity if such person is serving in such capacity at the corporation’s
request) against expenses (including attorneys’ fees), judgments, fines, and
amounts paid in settlement actually and reasonably incurred by the person in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), if the person acted in good faith and
in
a manner the person reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the person’s conduct was
unlawful. In the case of an action brought by or in the right of a corporation,
the corporation may indemnify a director, officer, employee, or agent of the
corporation (or other entity if such person is serving in such capacity at
the
corporation’s request) against expenses (including attorneys’ fees) actually and
reasonably incurred by the person if the person acted in good faith and in
a
manner the person reasonably believed to be in, or not opposed to, the best
interests of the corporation, except that no indemnification shall be made
in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation unless a court determines that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses as the court shall deem proper. Expenses (including attorneys’ fees)
incurred by an officer or director in defending any civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by
or on behalf of such director or officer to repay such amount if it shall
ultimately be determined that the person is not entitled to be indemnified
by
the corporation.
Item
7.
Exemption from Registration Claimed.
Not
applicable.
Item
8.
Exhibits
5.1
|
Opinion
of Joseph Pittera
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23.1
|
Consent
of Armando C Ibarra, CPA
|
23.2
|
Consent
of Joseph Pittera is contained in Exhibit 5.1 to this Registration
Statement
|
23.3
|
Consent
of Armando C Ibarra, CPA
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99.1
|
2006
EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
PLAN
|
Item
9.
Undertakings
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 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 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective 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;
Provided,
however,
that
paragraphs (a) (1) (i) and (a) (1) (ii) do not apply if the Registration
Statement is on Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by
reference 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.
(b)
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 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
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.
SIGNATURES
Pursuant
to the requirements of the Securities Act, as amended, 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 San Diego, California, on August 7, 2006.
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TASCO
HOLDINGS INTERNATIONAL, INC. |
|
|
|
By:
/s/David R. Koos
-------------------------------------------
David
R. Koos
Chief
Executive Officer
|
Pursuant
to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the
dates
indicated.
|
By:
/s/ David R Koos
-------------------------------------------
David
R Koos
Chief
Executive Officer, Acting Chief
Financial
Officer and Director (Principal
Executive
Officer and Acting Principal
Accounting
and Financial Officer)
Date:
August 7, 2006
|
|
|
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By:
/s/ David R. Koos
-------------------------------------------
David
R. Koos
Chairman
& Director
Date:
August 7, 2006
|
|
|
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By:
/s/ Brian Pockett
-------------------------------------------
Brian
Pockett
Director
Date:
August 7, 2006
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5