AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON
XXXXXXXXXXX
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8 POS
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORRECTING S-8 REGISTRATION STATEMENT
PREVIOUSLY FILED ON APRIL 17, 2000
FILE NO. 333-34904
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MASTERPIECE TECHNOLOGY GROUP, INC.
(Exact name of registrant as specified in its charter)
UTAH
(State or other jurisdiction of incorporation or organization)
91-1793053
(IRS Employer Identification Number)
455 WARDS CORNER ROAD, SUITE 700
LOVELAND, OHIO, 45140
(Address of principal executive offices)
NEWELL D. CRANE, B.S., M.B.A., PH.D.
MASTERPIECE TECHNOLOGY GROUP, INC.
455 WARDS CORNER ROAD, SUITE 700
LOVELAND, OHIO, 45140
(Name and address of agent for service)
(513) 831-6647
(Telephone number, including area code of agent for service)
CONSULTING AGREEMENT
(Full title of the Plan)
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COPY TO:
James B. Parsons, P.S.
James B. Parsons
500 108th Avenue NE, Suite 1710
Bellevue, WA 98004
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Title of Securities Amount Proposed Proposed Amount of
to be registered To be Maximum Maximum Registration
Registered Offering Price Aggregate Fee
Per Share Offering Price
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.001 par value 0 $3.00. $0.00 $0.00
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rue 457 under the Securities Act of 1933.
MASTERPIECE TECHNOLOGY GROUP, INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-B
<TABLE>
<CAPTION>
FORM S-8 ITEM NUMBER AND CAPTION CAPTION I
PROSPECTUS
-------------------------------- ---------------------
<S> <C>
1. Forepart of Registration Statement and Outside Front Facing Page of Registration
Statement and
Cover Page of Prospectus Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages of Inside Cover Page of Prospectus
and Outside
Prospectus Cover Page of Prospectus
3. Summary Information, Risk Factors and Ratio of Not Applicable
Earnings to Fixed Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Not Applicable
8. Plan of Distribution Not Applicable
9. Description of Securities to be Registered Consulting Agreement
10. Interest of Named Experts and Counsel Not Applicable
11. Material Changes Not Applicable
12. Incorporation of Certain Information by Reference Information Incorporated by
Reference
13. Disclosure of Commission Position on Indemnification
Indemnification for Securities Act Liabilities
</TABLE>
PROSPECTUS
MASTERPIECE TECHNOLOGY GROUP, INC.
268,783 Shares of Common Stock
($.001 Par Value)
This Prospectus is part of a Registration Statement which registers an
aggregate 268,783 shares of common stock, $.001 par value, common stock of
Masterpiece Technology Group, Inc. (the "Company") which may be issued as set
forth herein to the following named persons:
NAME NUMBER OF SHARES
---- ----------------
James B. Parsons 21,000
Jim Hennig 30,000
Thad Vaughn 30,000
Dan Rivera 205,000
Phil Weis 2,783
On April 7, 2000, a Consulting Agreement was entered into with James B.
Parsons (collecltively, the "Advisors") pursuant to a consulting agreement
(collectively, the "Consulting Agreements"). On April 1, 2000, a Consulting
Agreement was entered into with Jim Hennig (collectively, the "Advisor")
pursuant to a consulting agreement (collectively, the "Consulting Agreements").
On March 17, 2000, a Consulting Agreement was entered into with Thad Vaughn
(collectively, the "Advisors") pursuant to a consulting agreement (collectively,
the "Consulting Agreements"). On April 1, 2000, a Consulting Agreement was
entered into with Dan Rivera (collectively, the "Advisors") pursuant to a
consulting agreement (collectively, the "Consulting Agreements). On March 14,
2000, a Consulting Agreement was entered into with Phil Weiss (collectively, the
"Advisors") pursuant to a consulting agreement (collectively, the "Consulting
Agreements"). The Company has been advised by Advisors that they may sell all
or a portion of their shares of common stock from time to time through
securities brokers/dealers only at current market prices and that no commissions
or compensation will be paid in connection therewith in excess of customary
brokers commissions. Advisors and the brokers and dealers through whom sales of
the shares are made may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended, (the "Securities Act"), and any profits
realized by them on the sale of the shares may be considered to be underwriting
compensation.
No other person is authorized to give any information or make any
representation not contained or incorporated by reference in this Prospectus, in
connection with the offer contained in this Prospectus, and, if given or made,
such other information or representation must not be relied upon as having been
authorized by the Company. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date hereof.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION
TO THE COMPANY IS A CRIMINAL OFFENSE.
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This Prospectus does not constitute an offer to sell or the
solicitation of any offer to buy any security other than the securities covered
by this Prospectus, nor does it constitute an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorized, or in
which the person making such offer or solicitation is not qualified to do so, or
to any person to whom it is unlawful to make such offer or solicitation.
THE DATE OF THIS PROSPECTUS IS APRIL 20, 2000.
