-----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, CHZ79QTB0ytXwUZV8Y8UjTxzzXdt/QJYp1cxRNvNrDca3YNE2Fkcq4iFDG6Nn4HB KoeuoU9dCVEHoYDF/QvMCA== 0001013762-04-001043.txt : 20040923 0001013762-04-001043.hdr.sgml : 20040923 20040923165133 ACCESSION NUMBER: 0001013762-04-001043 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20040923 DATE AS OF CHANGE: 20040923 EFFECTIVENESS DATE: 20040923 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEST AFRICA GOLD INC CENTRAL INDEX KEY: 0000802206 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 911363905 STATE OF INCORPORATION: WY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-119221 FILM NUMBER: 041043150 BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212 672 1878 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER COMPANY: FORMER CONFORMED NAME: ADVEN INC DATE OF NAME CHANGE: 19920703 S-8 1 sep222004s8.txt As filed with the Securities and Exchange Commission on September 23, 2004 Registration No. 000-24262 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WEST AFRICA GOLD, INC. (Exact name of issuer as specified in its charter) Wyoming (State or other jurisdiction of incorporation or organization) 91-1363905 (I.R.S. Employer Identification No.) 245 Park Avenue, 39th Floor, New York 10167 (Address of Principal Executive Offices) (Zip Code) Consulting Shares Issued For Services (Full title of the Plan) Richard Axtell, President and CEO West Africa Gold, Inc. 245 Park Avenue, 39th Floor New York, New York 10167 (Name and address of agent for service) (212) 672-1878 copies to: Anslow & Jaclin, LLP 4400 Route 9, 2nd Floor Freehold, NJ 07728 (732) 409-1212 Approximate date of commencement of proposed sale to the public: Upon the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE
Proposed Title of Maximum maximum Proposed securities Amount Offering aggregate Amount of to be to be price per offerin registration registered registered share(1)(2) price fee (1) - ---------- ---------- ----------- ----- ------- Common Stock 300,000,000 (3) $ .02 $6,000,000 $760 $.001 par value
(1) The fee with respect to these shares has been calculated pursuant to rules 457(h) and 457(c) under the Securities Act of 1933 and based upon the average of the last price per share of our common stock on September 20, 2004, a date within five (5) days prior to the date of filing of this registration statement, as reported by the OTC Electronic Bulletin Board. (2) Estimated solely for the purpose of calculating the registration fee. (3) Represents the maximum amount of shares that may be issued under the consulting agreement with Stephen Lumb. (5) This registration statement shall also cover any additional shares of common stock which become issuable pursuant to this registration statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant's outstanding shares of common stock. Documents Incorporated by Reference X Yes No PART II Item 3. Incorporation of Documents by Reference. The following documents are incorporated by reference in this registration statement and made a part hereof: (a) Our Form 10-SB for Current Reports (and all amendments thereto) and all Exhibits thereto filed pursuant to Section 12(g) of the Exchange Act of 1934, as amended (the "1934 Act") (File No. 000-26175); (b) Our Annual Report on Form 10-K for the year ended December 31, 2003 and filed pursuant to Section 15(d) of the 1934 Act. (c) Our Quarterly Report on Form 10-Q for the quarters ended June 30, 2004, March 31, 2004 and September 30, 2003 filed pursuant to Section 15(d) of the 1934 Act. (d) All other documents filed by us after the date of this registration statement under Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, after the date hereof and prior to the filing of a post-effective amendment to the registration statement which indicates that all securities offered have been sold or which de-registers all securities then remaining in the registration statement and to be part thereof from the date of filing of such documents. Item 4. Description of Securities. Not Applicable. Item 5. Interest of Named Experts and Counsel. None. Item 6. Indemnification of Directors and Officers. Our certificate of incorporation and by-laws provide that we shall indemnify to the fullest extent permitted by Wyoming law any person whom we may indemnify thereunder, including our directors, officers, employees and agents. Such indemnification (other than as ordered by a court) shall be made by us only upon a determination that indemnification is proper in the circumstances because the individual met the applicable standard of conduct i.e., such person acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest. Advances for such indemnification may be made pending such determination. Such determination shall be made by a majority vote of a quorum consisting of disinterested directors, or by independent legal counsel or by the stockholders. In addition, our Certificate of Incorporation provides for the elimination, to the extent permitted by Wyoming law, of personal liability of our directors and our stockholders for monetary damages for breach of fiduciary duty as directors. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "1933 Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us 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, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. Item 7. Exemption From Registration Claimed. Not Applicable. Item 8. Exhibits. Number Description 4.1 Agreement between Stephen Lumb and us dated September 15, 2004. 5.1 Consent and Opinion of Anslow & Jaclin, LLP. 23.1 Consent of Mark Bailey & Company, Ltd 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: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933. (b) 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; and (c) 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 (1)(a) and (1)(b) do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by this paragraph is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the 1933 Act, 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 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) 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) To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim financial information required to be presented by Item 310(b) of Registration S-B is not set forth in the prospectus, to deliver, or cause to be delivered, to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. (6) To deliver or cause to be delivered with the prospectus to each employee to whom the prospectus is sent or given, a copy of the Registrant's annual report to stockholders for its last fiscal year, unless such employee otherwise has received a copy of such report, in which case the registration shall state in the prospectus that it will promptly furnish, without charge, a copy of such report on written request of the employee. If the last fiscal year of the Registrant has ended within 120 days prior to the use of the prospectus, the annual report of the Registrant for the preceding fiscal year may be so delivered, but within such 120-day period the annual report for the last fiscal year will be furnished to each such employee. (7) To transmit or cause to be transmitted to all employees participating in the Plans who do not otherwise receive such material as stockholders of the Registrant, at the time and in the manner such material is sent to its stockholders, copies of all reports, proxy statements and other communications distributed to its stockholders generally. 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, there unto duly authorized, in the City of New York, State of New York, on September 22, 2004. WEST AFRICA GOLD, INC. BY: /s/ Richard Axtell ------------------ Richard Axtell Chairman, Chief Executive Officer and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Date /s/ Richard Axtell September 22, 2004 - ------------------- Richard Axtell Chairman, Chief Executive Officer and Chief Financial Officer EX-4 2 sep222004s8lex41.txt CONSULTING AGREEMENT This Agreement is made as of this September 15, 2004, by and between West Africa Gold, Inc., ("the Company") a corporation duly organized and existing under the laws of Wyoming, with offices at 245 Park Avenue, 39th Floor, New York, 10167 and Stephen Craig Lumb ("the Consultant"). WHEREAS, the Company is a fully reporting company whose securities are quoted on the OTC Bulletin Board under the symbol "WAGI"; and WHEREAS, the Consultant is in the business of consulting with private and public companies regarding issues of business development, management reorganization, and merger and acquisition strategies (collectively all of such services shall be known as the "Consulting Services"), WHEREAS, the Company wishes to retain the services of the Consultant on the following terms and conditions: 1. The Company hereby extends the non exclusive services of the Consultant for an additional twelve months commencing on January 8, 2005 and ending January 5, 2006. In exchange for the Consulting Services, the Consultant shall receive 300,000,000 shares of the Company's free trading common stock. 2. The Consultant shall provide general corporate consulting services which may include, but not be limited to: assist with the development and successful execution of the Company's strategic business plans, corporate finance matters, merger and acquisition activity, and executive compensation and employee benefit plans, assistance in the review and evaluation of potential merger candidates., assistance in negotiating the terms of a merger or reorganization, assistance in evaluating and analyzing the Company specific industry and its competitors, and assistance with corresponding with the Company's accountants and auditors. The Consultant agrees to devote such business time and attention thereto as she shall determine is required. Services of the Consultant shall not directly or indirectly promote or maintain a market for the Company's securities and are not and will not be provided in connection with a capital raising transaction for the Company. 2. The Consultant shall, employing his best efforts, assist the Company by the providing the services set forth above. 3. The Consultant shall be an independent contractor and shall have no right or authority to assume or create any obligations or responsibility, express or implied, on behalf of or in the name of the Company, unless specifically authorized in writing by the Company. No provision of this Agreement shall be construed to preclude consultant from pursuing other projects. 4. The Consultant (including any person or entity acting for or on behalf of the Consultant) shall not be liable for any mistakes of fact, errors of judgment, for losses sustained by the Company or any subsidiary or for any acts or omissions of any kind, unless caused by the negligence or intentional misconduct of the Consultant or any person or entity acting for or on behalf of the Consultant. 5. The Company and its present and future subsidiaries jointly and severally, agree to indemnify and hold harmless the Consultant against any loss, claim, damage or liability whatsoever, (including reasonable attorneys' fees and expenses), to which such indemnified party may become subject as a result of performing any act (or omitting to perform any act) contemplated to be performed by the Consultant pursuant to this Agreement if such act or omission did not violate the provisions of Section 4 of this Agreement. So long as the Company has not provided counsel to the indemnified party in accordance with the terms of this Agreement, the Company and its subsidiaries agree to reimburse the defense of any action or investigation (including reasonable attorney's fees and expenses), subject to any understanding from such indemnified party to repay the Company or its subsidiaries if it is ultimately determined that such indemnified party is not entitled to such indemnity. In case any action, suit or proceeding shall be brought or threatened, in writing, against any indemnified party, it shall notify the Company within twenty (20) days after the Indemnified Party receives notice of such action, suit or such threat. The Company shall have the right to appoint the Company's counsel to defend such action, suit or proceeding, provided that such indemnified party consents to such representation by such counsel, which consent shall not be unreasonably withheld. In the event any counsel appointed by the Company shall not be acceptable to such indemnified party, then the Company shall have the right to appoint alternative counsel for such indemnified party reasonably acceptable to such indemnified party, until such time as acceptable counsel can be appointed. In any event, the Company shall, at its sole cost and expense, be entitled to appoint counsel to appear and participate as co-counsel in the defense thereof. The indemnified party, or its co-counsel, shall promptly supply the Company's counsel with copies of all documents, pleadings and notices which are filed, served or submitted in any of the aforementioned. No indemnified party shall enter into any settlement without the prior written consent of the Company, which consent shall not be unreasonable withheld. 6. This Agreement shall be binding upon the Company and the Consultant and their successors and assigns. 7. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held, invalid illegal or unenforceable. 8. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any other provisions hereof (whether or no similar) shall be binding unless executed in writing by both parties hereto nor shall such waiver constitute a continuing waiver. 9. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which shall constitute one and the same Agreement. 10. The Parties agree that should any dispute arise in the administration of this Agreement, that the agreement shall be governed and construed by the Laws of the State of North Carolina. 11. This Agreement contains the entire agreement between the parties with respect to the consulting services to be provided to the Company by the Consultant and supersedes any and all prior understandings, agreement or correspondence between the parties. IN WITNESS WHEREOF, the Company and the Consultant have caused this Agreement to be signed by duly authorized representatives as of the day and year first above written. WEST AFRICA GOLD, INC. BY: /s/ Richard Axtell BY: /s/ Stephen Craig Lumb - ----------------------- ---------------------- Richard Axtell Stephen Craig Lumb President EX-5 3 sept222004s8ex51.txt ANSLOW & JACLIN, LLP Counselors at Law September 22, 2004 Combined Opinion and Consent West Africa Gold, Inc. 245 Park Avenue 39th Floor New York, New York 10167 Re: West Africa Gold, Inc. Gentlemen: We have acted as counsel to West Africa Gold, Inc., a Wyoming corporation (the "Company"), in connection with the preparation and filing with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 as amended (the "Act") of the Company's Registration Statement on Form S-8, filed contemporaneously with the Commission relating to the registration under the Act of 300,000,000 shares (the "Shares") of the Company's Common Stock, $0.001 par value (the "Common Stock"). In rendering this opinion, we have reviewed the Registration Statement on Form S-8, as well as a copy of the Certificate of Incorporation of the Company, as amended, and the By-Laws of the Company. We have also reviewed such statutes and judicial precedents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. Based on the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that: (1) The Company has been duly incorporated and is a validly existing corporation under the laws of the State of Wyoming; (2) The Shares, when issued in connection with the agreements (copies annexed to the Registration Statement), will be legally issued, fully paid and non-assessable. This opinion is limited to the General Corporation Law and the Constitution of the State of Wyoming and we express no opinion with respect to the laws of any other jurisdiction. We consent to your filing this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form S-8. This opinion is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent. Very truly yours, ANSLOW & JACLIN, LLP By: /s/ Gregg Jaclin -------------------- ANSLOW & JACLIN, LLP 195 Route 9 South, Suite 304, Manalapan, New Jersey 07726 Tel: (732) 409-1212 Fax: (732) 577-1188 EX-23 4 sep222004s8ex231.txt CONSENT OF INDEPENDENT AUDITORS West Africa Gold, Inc. New York, New York We have issued our report dated March 17, 2004, relating to the financial statements of West Africa Gold, Inc (formerly known as Adven, Inc.) for the year ended December 31, 2003 appearing in the Company's Form 10-K. Such reports have been incorporated by reference in this Registration Statement. We consent to the incorporation by reference in this Registration Statement on Form S-8 of the aforementioned reports. Mark Bailey & Company, Ltd By: /s/ Mark Bailey & Company, Ltd. -------------------------------- Mark Bailey & Company, Ltd. Dated: September 20, 2004 -----END PRIVACY-ENHANCED MESSAGE-----