SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INDUSTRIES INTERNATIONAL, INCORPORATED
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(Exact name of registrant as specified in its charter)
Nevada 87-0522115
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation ororganization)
4/F. Wondial Building, Keji South 6 Road
Shenzhen High-Tech Ind. Park, Shennan Road
Shenzhen, China N/A
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(Address of principal executive offices) (Zip Code)
Industries International, Incorporated 2003 Equity Incentive Plan
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(Full title of the plan)
Weijiang Yu
4/F. Wondial Building, Keji South 6 Road
Shenzhen High-Tech Industrial Park, Shennan Road
Shenzhen China
86-755-2698-3856
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE (2) PRICE(2) REGISTRATION FEE
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Common Stock 5,000,000 $2.80 $14,000,000 $1,132.60
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(1) 5,000,000 shares of common stock of Industries International, Incorporated
are being registered for issuance pursuant to the 2003 Equity Incentive Plan.
(2) Estimated pursuant to Rule 457(c) of the Securities Act of 1933 solely for
purposes of calculating the amount of the registration fee, based upon the
average of the high and low sale prices reported on the Over-The-Counter
Electronic Bulletin Board of the National Association of Securities Dealers,
Incorporated on October 13, 2003.
EXPLANATORY NOTE
Industries International, Incorporated, a Nevada corporation, hereby files this
Post-Effective Amendment No.1 to Registration Statement on Form S-8 filed with
the Securities and Exchange Commission for the purpose of registering 5,000,000
shares of the Registrant's common stock, par value $0.01 per share, issuable
pursuant to the Industries International, Incorporated 2003 Equity Incentive
Plan (the "Plan"). The Registrant initially registered 15,000,000 shares of the
Registrant's common stock, issuable pursuant to the Industries International,
Incorporated 2003 Equity Incentive Plan. The total aggregate number of shares
registered and available for grant and issuance pursuant to the Plan was
3,750,000 shares of the Registrant's common stock after giving effect to the
1-for-4 reverse stock split which took effect on or about June 3, 2003.
The Registrant's Board of Directors amended and restated Section 4.1 of the Plan
to increase the total aggregate number of shares reserved and available for
grant and issuance under the Plan to 8,750,000 shares of the Registrant's common
stock. This Registration Statement is being filed for the purpose of registering
5,000,000 shares of the Registrant's common stock for issuance pursuant to the
Plan.
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
incentive equity plan is effective.
The contents of the Registrant's Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on May 9, 2003 (File No. 333-105117) is
hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents are hereby incorporated by reference into this
Registration Statement:
(a) The Annual Report on Form 10-KSB for the fiscal year ended December
31, 2002, that the Registrant filed with the Commission on April 14, 2003, which
contains audited financial statements for the most recent fiscal year for which
such statements have been filed.
(b) The Quarterly Report on Form 10-Q for the quarter ended June 30,
2003, that the Registrant filed with the Commission on August 22, 2003.
(c) The Quarterly Report on Form 10-Q for the quarter ended March 31,
2003, that the Registrant filed with the Commission on May 20, 2003.
(d) Amendments No.1, No.2, No.3 and No.4 to the Current Report on Form
8-K/A that the Registrant originally filed with the Commission on March 25, 2003
that were filed on May 15, 2003, May 19, 2003, July 28, 2003 and July 30, 2003,
respectively.
(e) The Current Report on Form 8-K that the Registrant filed with the
Commission on May 16, 2003.
(f) The Current Report on Form 8-K/A that the Registrant filed with the
Commission on April 22, 2003, which contains audited financial statements for
the fiscal year ended December 31, 2002 for Broad Faith, Limited, the
Registrant's wholly- owned subsidiary.
(g) The Current Report on Form 8-K that the Registrant filed with the
Commission on April 24, 2003, which contains a press release relating to the
financial results for the fiscal year ended December 31, 2002 for Broad Faith,
Limited, the Registrant's wholly-owned subsidiary.
(h) The Current Report on Form 8-K that the Registrant filed with the
Commission on May 7, 2003, which reports a change of the Registrant's
independent auditor.
(i) The description of the Registrant's common stock, which is
contained in a registration statement filed on Form 10-SB on December 4, 2000,
as amended (File No. 000-32053).
(j) In addition, all documents subsequently filed by the Registrant
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 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.
ITEM 8. EXHIBITS.
5.0 Opinion regarding legality
23.1 Consent of Randy Simpson CPA, P.C.
23.2 Consent of Richardson & Patel LLP (included in Exhibit 5.0)
SIGNATURES
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 Hong Kong S.A.R., on this 2nd day of October, 2003.
INDUSTRIES INTERNATIONAL, INCORPORATED
By: /s/ Dr. Kit Tsui
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Dr. Kit Tsui, Chairman and Chief
Executive Officer
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:
Dated: October 2, 2003 /s/ Dr. Kit Tsui
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Dr. Kit Tsui, Chairman and Chief
Executive Officer
Dated: October 2, 2003 /s/ Weijiang Yu
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Mr. Weijiang Yu, Director and President
Dated: October 2, 2003 /s/ Zhiyong Xu
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Mr. Zhiyong Xu, Director and Secretary
Dated: October 2, 2003 /s/ Guogiong Yu
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Ms. Guoqiong Yu, Chief Financial
Officer and Treasurer