EFH Group Form S-8

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EFH Group, Inc.

(Exact name of registrant as specified in charter)



Colorado		20-8594615
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)




77 Water Street, 7^th Floor, New York, NY		10005
(Address of principal executive offices)		(Zip Code)

EFH Group, Inc. 2015 Stock Awards Plan

(Full title of the plan)



Christopher Daniels 77 Water St., 7^th Floor New York, New York		(212) 742-5000
(Name and address of agent for service)		(Telephone number of agent for service)



	CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT BEING REGISTERED	PROPROSED MAXIMUM OFFER PRICE PER SHARE	PROPOSED MAXIMUM AGGREGATE OFFER PRICE	AMOUNT OF REGISTRATION FEE
Common Shares	3,000,000	0.71	$2,130,000	$247.51

(1)Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a), (c) and (g) under the Securities Act of 1933, as amended.

PART I

INFORMATION REQUIRED IN THE PROSPECTUS

As permitted by the rules of the Securities and Exchange Commission, this registration statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I of this registration statement will be sent or given to eligible participants as specified by Rule 428(b) promulgated under the Securities Act of 1933. Such documents are not being filed with the SEC either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under 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 registrant with the Securities and Exchange Commission, are hereby incorporated by reference:

The registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Commission on April 10, 2014;

The registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the Commission on May 15, 2014;

The registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the Commission on August 14, 2014;

The registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 filed with the Commission on November 14, 2014; and

The registrant's Current Reports on Form 8-K filed with the Commission on April 21, 2014, May 23, 2014, July 22, 2014, August 5, 2014, September 3, 2014, September 22, 2014, October 10, 2014, November 26, 2014, December 5, 2014 and December 22, 2014.

All documents filed by the registrant 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 registrant's authorized capital consists of 90,000,000 common shares, $.001 par value, of which 52,993,233 common shares were outstanding as of March 13, 2015 and 10,000,000 Class B common shares, $.001 par value, of which 5,797,000 Class B common shares were outstanding as of March 13, 2015. The registrant's common stock is presently listed and traded on the OTCQB exchange under the symbol "HUTN”.

Common Stock

Each common share 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 shares

(i) have equal, ratable rights to dividends from funds legally available therefore, when, as and if declared by the board of directors of the registrant;

(ii) are entitled to share ratably in all of the assets of the registrant available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the registrant;

(iii) do not have preemptive or redemption provisions applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of shareholders.

All common shares issued and outstanding are, and those offered hereby, when issued, will be fully paid and non-assessable, with no personal liability attaching to the ownership thereof.

Class B Common Stock

Each Class B common share is entitled to ten votes and has the following additional rights and privileges:

(i) Dividend rights – Fifty percent (50%) of the standard common share dividend

(ii) Liquidation rights – Fifty percent (50%) of the standard common share liquidation rights

(iii) Exchange privileges – exchangeable for standard common shares on a one for one basis with thirty (30) days prior notice to the registrant.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

As of the date of this registration, no named expert or counsel holds any specified interest or significant equity in the registrant.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The registrant's bylaws authorize the registrant to indemnify to the maximum extent permitted under Colorado law. The Colorado Revised Statutes allow indemnification of directors, officers, employees and agents of the registrant, including the advancement of expenses:

Every person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was a director or officer of the registrant or is or was serving at the request of the registrant for its benefit as a director or officer of another corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the general corporation law of the State of Colorado from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the registrant. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person; and shall not be exclusive of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law or otherwise, as well as their rights under the articles of incorporation of the registrant.

In general, officers and directors of the 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 the 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 EFH Group, Inc. 2015 Stock Awards

Plan dated March 13, 2015

5.1 Opinion of Counsel, J.M. Walker & Associates

23.1 Consent of Certified Public Accountants

23.2 Consent of Jody M. Walker (included in Exhibit 5.1)

ITEM 9. UNDERTAKINGS

1. The registrant hereby undertakes:

(a)(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, represents 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 20% 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 a 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.

(b) 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.

(h) 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 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 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 the city of New York, New York, on this 13th day of March, 2015.

EFH Group, Inc.

By: /s/Christopher Daniels

Christopher Daniels

Chief Executive Officer

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 date indicated.

SIGNATURE TITLE DATE

/s/Christopher Daniels Chief Executive Officer, Director March 13, 2015

Christopher Daniels

/s/Lance Diamond

Chief Financial Officer, Controller March 13, 2015

Lance Diamond

/s/Stanley Hutton Rumbough

Director

March 13, 2015

Stanley Hutton Rumbough

/s/John Daniels

Director

March 13, 2015

John Daniels

/s/Dennis White

Director

March 13, 2015

Dennis White

/s/Craig Marshak

Director

March 13, 2015

Craig Marshak