UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CLOUD MEDICAL DOCTOR SOFTWARE CORPORTION
(Exact name of registrant as specified in its charter)
| Texas | 86-0837077 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Cloud Medical Doctor Software Corporation
CONSULTING AGREEMENT
(Full title of the agreement)
Michael De La Garza, Chief Executive Officer
1291 Galleria Drive, Suite 200
Henderson, NV 89014
(Name and address of agent for service)
(702) 818-9011
(Telephone number, including area code, of agent for service)
Copies to:
Carl Ranno, Esq.
Carl P. Ranno, Attorney at Law
2733 East Vista Drive
Phoenix, Arizona 85032
(602) 493-0369
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.
| Large accelerated filer | [ ] | Accelerated filer | [ ] |
| Non-accelerated filer | [ ] | Smaller reporting company | [x] |
CALCULATION OF REGISTRATION FEE
|
Title of each class of securities to be registered |
Amount to be registered |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price |
Amount of registration fee |
||||||||||
| Common Stock, $0.01 par value | 25,000,000 Shares (1) | $ | .02 | $ | 500,000 | $ | 64.40 | |||||||
(1) Pursuant to Rule 416(a), this registration statement shall be deemed to cover an indeterminate number of additional shares that may become issuable as a result of stock splits, stock dividends or similar transactions pursuant to the anti-dilution provisions of the plans.(2) Estimated pursuant to Rule 457(c) and 457(h) of the Securities Act of 1933, solely for purposes of calculating the registration fee. The price for the shares under the plan is based upon the last average of the high and low bid prices of the Common Stock as of May 28, 2014, as reported on the OTC Bulletin Board.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
| Form S-8 Item Number and Caption | Caption in Prospectus | |||
| 1. | Forepart of Registration | Facing Page of Registration | ||
| Statement and Outside Front | Statement and cover page of | |||
| Cover Page of Prospectus | Prospectus | |||
| 2. | Inside Front and Outside Back | Inside Cover Page of Prospectus | ||
| Cover Pages of Prospectus | and Outside Cover Page of Prospectus | |||
| 3. | Summary Information, Risk | Not Applicable | ||
| Factors and Ratio of Earnings to | ||||
| Fixed Charges | ||||
| 4. | Use of Proceeds | Not Applicable | ||
| 5. | Determination of Offering Price | Not Applicable | ||
| 6. | Dilution | Not Applicable | ||
| 7. | Selling of Security Holders | Sales by Selling Security Holder | ||
| 8. | Plan of Distribution by Selling | Cover Page of Prospectus and Sales | ||
| Security Holder | ||||
| 9. | Description of Securities to be | Description of Securities; | ||
| Registered | ||||
| 10. | Interest of Named Experts and | Legal Matters | ||
| Counsel | ||||
| 11. | Material Changes | Not Applicable | ||
| 12. | Incorporation of Certain | Incorporation of Certain | ||
| Information by Reference | Documents by Reference | |||
| 13. | Disclosure of Commission | Indemnification of Directors | ||
| Position on Indemnification for | and Officers; Undertakings | |||
| Securities Act Liabilities |
DATED: June 2, 2014
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Agreement Information
Effective January 14, 2014, Cloud Medical Doctor Software Corporation (the “Company”) entered into a consulting agreement with Robert Le Blanc (the “Agreement”). The number of shares of common stock of the Company that are available for issuance under the Agreement is 25,000,000 shares of the Company’s Common Stock, $0.01 par value. This Registration Statement on Form S-8 is filed with the Securities and Exchange Commission (the “Commission”) for the purposes of registering the 25,000,000 shares of the Company’s Common Stock issuable under the Agreement.
The documents containing the information specified in Part I of Form S-8 will be sent or given to participants in the Agreement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed with the Commission, but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Plan Annual Information
The Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person, a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement and incorporated by reference in the Section 10(a) prospectus, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Written request should be made to Investor Relations at Cloud Medical Doctor Software Corporation, at 1291 Galleria Drive, Suite 200, Henderson, NV 89014.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Commission under the Securities Exchange Act of 1934, as amended (“Exchange Act”) are hereby incorporated by reference in this Registration Statement:
| 1. | The Company’s Current Report on Form 8-K, filed on December 3, 2011, including disclosures concerning the Company’s change in management and the board of directors. The resignation of prior management and the appointment of the new directors and CEO and CFO. |
| 2. | Annual Report on Form 10-K for the fiscal year ended September 30, 2013, filed on February 5, 2014. |
| 3. | The Company’s Quarterly Reports, for the quarter ended December 31, 2013, as filed on March 20, 2014; for the quarter ended March 31, 2014, as filed on May 16, 2014. |
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.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Our Bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law.
The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making us responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or control persons pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
| 5 | Opinion of Carl P. Ranno Attorney at Law |
| 10.1 | Cloud Medical Doctor Software Corporation Consulting Agreement January 14, 2014 |
| 23.1 | Consent of GBH CPAs |
| 23.2 | Consent of Carl P. Ranno Attorney at Law contained in his opinion set forth in Exhibit 5 |
| 24.1 | Power of Attorney (included on the signature page to this registration statement) |
Item 9. Undertakings.
(a) 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, as amended (the “Securities Act”).
(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) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 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 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 information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities 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.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (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 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 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 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 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 Securities 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 the Henderson, Nevada, on this 2nd day of June 2014
| CLOUD MEDICAL DOCTOR SOFTWARE CORPORTION | |||
| By: | /s/ Michael De La Garza | ||
| Michael De La Garza | |||
| Chief Executive Officer | |||
POWER OF ATTORNEY
The undersigned directors and officers of Cloud Medical Doctor Software Corporation, hereby constitute and appoint Michael De La Garza, with full power to act with full power of substitution and re-substitution, our true and lawful attorney-in-fact with full power to execute in our name and behalf in the capacities indicated below any and all amendments (including post-effective amendments and amendments thereto) to this registration statement under the Securities Act of 1933 and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission and hereby ratify and confirm each and every act and thing that such attorney-in-fact, or any duly authorized substitute of such person, shall lawfully do or cause to be done by virtue thereof.
[Signature page follows.]
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 dates indicated.
| Signature | Title | Date | ||
| /s/ Michael De La Garza | Chief Executive Officer and Chairman of Board of Directors (Principal Executive Officer | June 2, 2014 | ||
| Michael De La Garza | ||||
| /s/ Pamela Thompson | Chief Financial Officer and Director (Principle Accounting and Financial Officer) | June 2, 2014 | ||
| Pamela Thompson | ||||
Exhibit 5
Carl P. Ranno
Attorney at Law*
2733 East Vista Dr.
Phoenix, Arizona 85032
Voice 602.493.0369
June 2, 2014
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: Cloud Medical Doctor Software Corporation
Ladies and Gentlemen:
This office represents Cloud Medical Doctor Software Corporation, a Nevada corporation (the "Registrant") in connection with the Registrant's Registration Statement onForm S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 25,000,000 shares of the Registrant's
common stock issuable under the Registrant's Consulting Agreement, dated
January 14, 2014 (the "Registered Securities"). In connection with our
representation, we have examined such documents and undertaken such further
inquiry as we consider necessary for rendering the opinion hereinafter set
forth.
Based upon the foregoing, it is our opinion that the Registered Securities, when
sold as set forth in the Registration Statement, will be legally issued, fully
paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal Matters" in the
Prospectus which is a part of the Registrant's Form S-8 Registration Statement
relating to the Registered Securities, and we hereby consent to such use of our
name in such Registration Statement and to the filing of this opinion as Exhibit
5 to the Registration Statement and with such state regulatory agencies in such
states as may require such filing in connection with the registration of the
Registered Securities for offer and sale in such states.
/s/ Carl P. Ranno
Carl P. Ranno
Exhibit 10.1
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into as of
this 14th day of January 2014, by and between Cloud Medical Doctor Software Corporation, Incorporated, a Texas corporation, (the "Company") and Robert LeBlanc, located at 4210 Terrance Pines Drive, Kingwood, TX 77345 (the "Consultant") (individually, a "Party"; collectively, the "Parties").
RECITALS
WHEREAS, Consultant has certain marketing and sales experience and
WHEREAS, the Company wishes to engage the services of Consultant to assist the Company in its marketing and sales efforts.
NOW, THEREFORE, in consideration of the mutual promises herein contained, the Parties hereto hereby agree as follows:
1. CONSULTING SERVICES.
Consultant agrees assist the Company in its marketing and sales efforts (the “Consulting Services"). Consultant hereby agrees to perform the Consulting Services in a workmanlike manner.
2. TERM OF AGREEMENT.
This Agreement shall be in full force and effect commencing upon the date hereof. This Agreement shall terminate upon the Consultant's full completion of the Consulting Services. Either Party hereto shall have the right to terminate this Agreement without notice in the event of the death, bankruptcy, insolvency, or assignment for the benefit of creditors of the other Party. Consultant shall have the right to terminate this Agreement if Company fails to comply with the terms of this Agreement, including without limitation its responsibilities for compensation as set forth in this Agreement, and such failure continues unremedied for a period of 30 days after written notice to the Company by Consultant. The Company shall have the right to terminate this Agreement upon delivery to Consultant of notice setting forth with specificity facts comprising a material breach of this Agreement by Consultant if such breach shall remain uncured for more than 30 days.
3. TIME DEVOTED BY CONSULTANT.
It is anticipated that the Consultant shall spend as much time as deemed necessary by the Consultant in order to perform the obligations of Consultant hereunder. The Company understands that this amount of time may vary and that the Consultant may perform Consulting Services for other companies.
4. PLACE WHERE CONSULTING SERVICES WILL BE PERFORMED.
The Consultant will perform most Consulting Services in accordance with this Agreement at such place(s) as necessary to perform these Consulting Services in accordance with this Agreement.
As compensation for the Consulting Services, and subject to the terms and conditions of this Agreement, Company will, upon entering into this Agreement, authorize the issuance and delivery of 25,000,000 shares of the Company's common stock (the "Compensation Shares") to Robert LeBlanc, an individual designated by Consultant to perform the Consulting Services. As soon as reasonably practicable after the full execution of this Agreement, Company agrees to file one or more Registration Statements on Form S-8 with the SEC registering the Compensation Shares to permit the public sale by the Consultant, and will use its reasonable best efforts to maintain the effectiveness of this Registration Statement for so long as an effective Registration Statement is required for the public sale by the Consultant of the Compensation Shares.
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6. INDEPENDENT CONTRACTOR.
Both Company and the Consultant agree that the Consultant will act as an independent contractor in the performance of its duties under this Agreement. Nothing contained in this Agreement shall be construed to imply that Consultant, or any employee, agent or other authorized representative of Consultant, is a partner, joint venturer, agent, officer or employee of Company unless such status shall be agreed upon and set forth in a writing signed by the parties.
7. CONFIDENTIAL INFORMATION.
The Consultant and the Company acknowledge that each will have access to proprietary information regarding the business operations of the other and agree to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the non-disclosing Party's prior written consent. Further, Consultant acknowledges that it will have access to proprietary information regarding the business operations of certain clients of the Company and agrees to keep all such information secret and confidential and not to use or disclose any such information to any individual or organization without the Company's prior written consent.
8. INDEMNIFICATION.
Each Party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other Party (the "Indemnified Party") from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees.
The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party's indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.
The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.
9. MISCELLANEOUS.
(A) The Parties submit to the jurisdiction of the Courts of the County of Clark, State of Nevada or, if there be subject matter jurisdiction, a Federal Court empaneled in the State of Nevada for the resolution of all legal disputes arising under the terms of this Agreement. This provision shall survive the termination of this Agreement.
(B) If either Party to this Agreement brings an action on this Agreement, the prevailing Party shall be entitled to reasonable expenses therefore, including, but not limited to, attorneys' fees and expenses and court costs.
(C) This Agreement shall inure to the benefit of the Parties hereto, their administrators and successors in interest. This Agreement shall not be assignable by either Party hereto without the prior written consent of the other.
(D) This Agreement contains the entire understanding of the Parties and supersedes all prior agreements between them.
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(E) This Agreement shall be constructed and interpreted in accordance with and governed by the laws of the State of Nevada.
(F) No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.
(G) If any provision hereof is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable. This Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance therefrom.
(H) The above recitals are incorporated into this Agreement by this reference.
IN WITNESS WHEREOF, the Parties hereto have placed their signatures hereon on the day and year first above written.
| COMPANY: | CONSULTANT: | ||
| Cloud Medical Doctor Software Corp, | Robert LeBlanc, | ||
| a Texas corporation | |||
| By: Michael De La Garza | By: Robert LeBlanc | ||
| Its: President |
| 3 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 our report dated February 4, 2014 relating to the consolidated financial statements of Cloud Medical Doctor Software Corporation as of September 30, 2013 and 2012 and for the years then ended.
/s/ GBH CPAs, PC
GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
June 2, 2014