FELLOWS ENERGY LTD. Form S-8
Registration
No. 333-___________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FELLOWS
ENERGY LTD.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
33-0967648
|
|
(State
or other jurisdiction of
incorporation or organization)
|
(IRS
Employer Identification No.)
|
| |
|
370
Interlocken Boulevard, Suite 400
Broomfield,
Colorado 80021
(Address
of principal executive offices) (Zip Code)
COMPENSATION
AGREEMENT
(Full
title of Plan)
George
Young, Chief Executive Officer
Fellows
Energy Ltd.
370
Interlocken Boulevard, Suite 400
Broomfield,
Colorado 80021
(Name
and
address of agent for service)
(303)
327-1525
(Telephone
number, including area code, of agent for service)
| Title
of Securities to be Registered |
|
Amount
to be Registered |
|
Proposed Maximum Offering Price
Per Share(1)
|
|
Proposed Maximum Aggregate Offering
Price(1)
|
|
Amount
of Registration
Fee |
| |
|
|
|
|
|
|
|
|
|
Common Stock, par
value $.001
|
|
800,000 |
|
$0.135 |
|
$108,000 |
|
$11.56 |
(1)
Estimated solely for purposes of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933, using the average of the
high
and low price as reported on the Over-The-Counter Bulletin Board on October
16,
2006.
PART
I
The
documents containing the information specified in Item 1 will be sent or given
to participants in the Plan as specified by Rule 428(b)(1) of the Securities
Act
of 1933, as amended (the "Securities Act"). Such documents are not required
to
be and are not filed with the Securities and Exchange Commission (the "SEC")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Upon
written or oral request, any of the documents incorporated by reference in
Item
3 of Part II of this Registration Statement (which documents are incorporated
by
reference in this Section 10(a) Prospectus), other documents required to be
delivered to eligible employees, non-employee directors and consultants,
pursuant to Rule 428(b) are available without charge by contacting:
George
Young, Chief Executive Officer
Fellows
Energy Ltd.
370
Interlocken Boulevard, Suite 400
Broomfield,
Colorado 80021
(303)
327-1525
PART
II.
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
The
Registrant hereby incorporates by reference into this Registration Statement
the
documents listed below. In addition, all documents subsequently filed pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934
(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:
•
Reference is made to the Registrant's annual report, as amended, on Form
10-KSB/A for the year ended December 31, 2005, as filed with the SEC on October
19, 2006, which is hereby incorporated by reference.
•
Reference is made to the Registrant's quarterly report on Form 10-QSB for the
quarter ended March 31, 2006, as filed with the SEC on May 22, 2006, which
is
hereby incorporated by reference.
•
Reference is made to the Registrant's quarterly report on Form 10-QSB for the
quarter ended June 30, 2006, as filed with the SEC on August 21, 2006, which
is
hereby incorporated by reference.
•
Reference is made to the description of the Registrant's common stock as
contained in its Registration Statement on Form SB-2/A, filed with the
Commission on February 14, 2006, including all amendments and reports filed
with
the Commission for the purpose of updating such description.
Not
Applicable.
Certain
legal matters in connection with this registration statement will be passed
upon
for the Registrant by Sichenzia Ross Friedman Ference LLP, New York, New York.
Certain members
or employees of Sichenzia Ross Friedman Ference LLP will receive 800,000 shares
of common stock of the Registrant under this registration statement to be issued
as compensation for legal services performed on behalf of the Registrant.
Item
6. Indemnification of Directors and Officers.
Our
articles of incorporation limit the liability of directors to the maximum extent
permitted by law. Our bylaws provide that we shall indemnify our officers and
directors to the fullest extent provided by law.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933
(the
Act) may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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.
Not
Applicable.
Item
8. Exhibits.
| Exhibit |
|
Description |
| 5.1 |
|
Opinion of Sichenzia Ross Friedman Ference
LLP |
| |
|
|
| 10.1 |
|
Compensation Agreement with Marc J.
Ross |
| |
|
|
| 23.1 |
|
Consent of Sichenzia Ross Friedman Ference
LLP is included
in Exhibit 5.1 |
| |
|
|
| 23.2 |
|
Consent of Mendoza Berger & Company
LLP |
(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:
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;
(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 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 herein, 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
In
accordance with 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 of an amendment to a filing on Form S-8 and authorized this
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Broomfield, State of Colorado on October 19, 2006.
| |
|
|
| |
FELLOWS
ENERGY LTD.
|
|
|
|
| |
By: |
/s/ GEORGE
S. YOUNG |
| |
George
S. Young, |
| |
Chairman
of the Board, Chief Executive
Officer
(Principal Executive Officer), President, Principal
Financial
Officer and Principal Accounting
Officer
|
| SIGNATURE |
TITLE |
DATE |
| |
|
|
|
/s/ GEORGE S.
YOUNG
George
S. Young
|
Chairman
of the Board of Directors, Chief
Executive
Officer (Principal Executive Officer),
President,
Principal Financial Officer and
Principal
Accounting Officer
|
October 19, 2006 |
| |
|
|
|
/s/ STEVEN L.
PRINCE
|
Director |
October 19,
2006 |