Securities Registration: Employee Benefit Plan (s-8)
September 10 2018 - 5:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
WeWin
Group Corp.
(Exact
name of Registrant as specified in its charter)
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Nevada
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n/a
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(State
or other jurisdiction of Incorporation or organization)
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(I.R.S.
Employer Identification No.)
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506
Enterprise Ave.
Kitimat,
BC V8C 2E2, Canada
(778)
888-2886
(Address
of principal executive offices) (Zip code)
WeWin
Group Corp.
2018
Employee, Director and Consultant Stock Plan
(Full
titles of the plans)
Zilin
Wang
Chief
Executive Officer
WeWin
Group Corp.
506
Enterprise Ave.
Kitimat,
BC V8C 2E2, Canada
(778)
888-2886
(Name
and address of agent for service) (Telephone number, including area code, of agent for service)
Copies
to:
Robert
L. B. Diener, Esq.
Law
Offices of Robert Diener
41
Ulua Pace
Haiku,
HI 96708
(808)
573-6163
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company or an emerging growth company. See the definitions of “large accelerated filer,”
“accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer (Do not check if a smaller reporting company) [ ]
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Smaller
reporting company [X]
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Emerging
growth company [ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act.
CALCULATION
OF REGISTRATION FEE
Title of each
class of securities to
be registered
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Amount to
be registered
(1)
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Proposed maximum
offering price
per share
(2)
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Proposed
maximum
aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.001 per share 2018 Employee, Director
and Consultant Stock Plan
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862,000
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$
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1.00
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$
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862,000
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$
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107.32
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Total
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862,000
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$
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1.00
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$
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862,000
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$
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107.32
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(1)
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “
Securities Act
”),
this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under
the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected
that results in an increase to the number of outstanding shares of Registrant’s common stock.
(2)
Estimated in accordance with Rule 457(a) solely for purposes of calculating the registration fee.
PART
I
Information
Required in the Section 10(a) Prospectus
The
purpose of this Prospectus is to register 862,000 shares of common stock, par value $0.001 of WeWin Group Corp. (“WEWIN”)
allocated to its 2018 Employee, Director and Consultant Stock Plan. The information specified in Item 1 and Item 2 of Part I of
Form S-8 is omitted from this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with
the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the introductory
note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the
participants in the equity plans covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
.
The
following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are hereby incorporated
herein by reference (SEC File No. 333-209478):
(1)
The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on April 17, 2018;
(2)
The Registrants Quarterly Reports on Form 10-Q for the periods ended March 31, 2018 and June 30, 2018 filed with the SEC on May
18, 2018 and August 14, 2018, respectively;
(3)
The Registrant’s Current Reports on Form 8-K filed with the SEC on March 28, 2018 and July 30, 2018; and
(4)
The description of WEWIN’s common stock, par value $0.001 per share, contained in WEWIN’s Registration Statement on
Form S-1 filed with the SEC under the Securities Act of 1933, as amended (the “Securities Act”) on February 11, 2016,
including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by WEWIN
Inc. 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 herein and to be a part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be 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 document
which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
You
may request a copy of these filings at no cost (other than exhibits unless those exhibits are specifically incorporated by reference
herein) by writing or telephoning us at the following address:
WeWin
Group Corp.
Attn:
Chief Executive Officer
506
Enterprise Ave.
Kitimat,
BC V8C 2E2, Canada
(778)
888-2886
Item
4. Description of Securities
.
Not
applicable.
Item
5. Interests of Named Experts and Counsel
.
Not
applicable.
Item
6. Indemnification of Directors and Officers
The
Nevada Revised Statutes and the Registrant’s Articles of Incorporation and Bylaws provide that, in the case of an action
not brought by or in the right of WEWIN, WEWIN may indemnify its officers and directors and certain other persons against expenses
(including attorney’s fees, judgments, fines and amounts paid for settlement) incurred in connection with actions or proceedings
brought against them by reason of their serving or having served as officers, directors or in other capacities. WEWIN may not,
however, indemnify such persons in any such actions in which it is determined that they have not acted in good faith, did not
reasonably believe their actions were in the Registrant’s best interest or, in criminal matters, had reason to believe their
conduct was unlawful. In the case of an action brought by or in the right of WEWIN, WEWIN may indemnify its officers and directors
and certain other persons against expenses (including attorney’s fees, judgments, fines and amounts paid for settlement)
incurred in connection with actions or proceedings brought against them by reason of their serving or having served as officers,
directors or in other capacities. WEWIN may not, however, indemnify such persons in any such actions in which it is determined
that they have not acted in good faith, did not reasonably believe their actions were in WEWIN’s best interest or have been
found to be liable to WEWIN (unless the deciding court determines that, notwithstanding such liability, any such person is fairly
entitled to indemnity in light of all relevant circumstances).
To
the extent an officer, director or certain other person is successful on the merits in defense of any action referred to above;
WEWIN is required to indemnify such person against any expense reasonably incurred by them in connection with the defense. WEWIN’s
procedure for authorizing an indemnification claim, and certain limitations of such indemnification and advancement of expenses,
are as set forth in Section 78.751 of the Nevada Revised Statutes and are amended from time to time as such statute is amended.
Item
7. Exemption From Registration Claimed
.
Not
applicable.
Item
8. Exhibits.
Item
9. Undertakings
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(a)
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The
undersigned Registrant hereby undertakes:
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(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; and
(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) of this item 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 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 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 of 1933, 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 Kitimat, BC, Canada, on the 10th day of September 2018.
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WEWIN GROUP CORP.
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By:
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/s/
Zilin Wang
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Name:
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Zilin
Wang
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Title:
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Chief
Executive Officer and Director
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POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS
, that each person whose signature appears below constitutes and appoints Zilin Wang as his or
her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in their name,
place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective
amendments), and to sign any registration statement for the same offering covered by this Registration Statement that is to be
effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto,
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them,
or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
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Signature
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Title
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Date
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/s/
Zilin Wang
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President,
Chief Executive Officer and Director
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September
10, 2018
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Zilin
Wang
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(Principal
Executive Officer)
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/s/
Zilin Wang
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Chief
Financial Officer
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September
10, 2018
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Zilin
Wang
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(Principal
Financial and Accounting Officer)
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