Securities Registration: Employee Benefit Plan (s-8)
13 Oktober 2022 - 4:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
Under
the Securities Act of l933
BLUE
LINE PROTECTION GROUP, INC.
(Exact
name of issuer as specified in its charter)
| Nevada |
|
20-5543728 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(IRS
Employer
Identification
No.) |
| |
|
|
5765
Logan St.
Denver,
CO |
|
80216 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Stock
Incentive Plan
__________
(Full
Title of Plan)
Daniel
Allen
Blue
Line Protection Group, Inc.
5765
Logan St.
Denver,
Colorado 80216
(Name
and address of agent for service)
(800)
844-5576
(Telephone
number, including area code, of agent for service)
Copies
of all communications, including all communications sent to agent for service to:
William
T. Hart, Esq.
Hart
& Hart
l624
N. Washington Street
Denver,
Colorado 80203
(303)
839-0061
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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 12b2 of the Exchange Act.
| Large accelerated
filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
| |
|
Emerging growth company |
☐ |
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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
BLUE
LINE PROTECTION GROUP, INC.
Cross
Reference Sheet Required Pursuant to Rule 404
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
| (NOTE: |
Pursuant to instructions
to Form S-8, the Prospectus described below is not required to be filed with this Registration Statement.) |
Item
No. |
|
Form
S-8 Caption |
|
Caption
in Prospectus |
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| 1. |
|
Plan Information |
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(a) |
General Plan Information
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Stock Incentive Plan |
| |
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(b) |
Securities to be Offered
|
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Stock Incentive Plan |
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(c) |
Employees who may Participate
in the Plan |
|
Stock Incentive Plan |
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(d) |
Purchase of Securities
Pursuant to the Plan and Payment for Securities Offered |
|
Stock Incentive Plan |
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(e) |
Resale Restrictions
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Resale of Shares by
Affiliates |
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(f) |
Tax Effects of Plan |
|
Participation Stock Incentive Plan |
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(g) |
Investment of Funds
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Not Applicable. |
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(h) |
Withdrawal from the
Plan; |
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Other Information Regarding
the Plan |
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Assignment of Interest
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(i) |
Forfeitures and Penalties
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Other Information Regarding
the Plan |
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(j) |
Charges and Deductions
and Liens Therefore |
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Other Information Regarding
the Plan |
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| 2. |
|
Registrant
Information and Employee Plan Annual
Information |
|
Available Information,
Documents Incorporated by Reference |
PART
II
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
Item
3 - Incorporation of Documents by Reference
The
following documents filed with the Commission by the Company (Commission File No. 000-52942) are incorporated by reference into this
prospectus:
| |
● |
our
Annual Report on Form 10-K/A for the fiscal year ended December 31, 2021 (filed on April 18, 2022); |
| |
|
|
| |
● |
our
Quarterly Reports on Form 10-Q for the period ended March 31, 2022 (filed on May 17, 2022) and June 30, 2022 (filed on August 15,
2022); |
| |
|
|
| |
● |
our
Current Reports on Form 8-K filed with the SEC on April 26, 2022, August 2, 2022 and August 5, 2022; |
All
documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of this registration statement and prior to the termination of this offering shall be deemed to be incorporated by reference into
this registration statement and to be a part of this registration statement from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for the purposes
of this registration statement to the extent that a statement contained in this registration statement or in any subsequently filed document
which also is or is deemed to be incorporated by reference in this registration statement modifies or supersedes such statement. Such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration
statement.
Investors
are entitled to rely upon information in this registration statement or incorporated by reference at the time it is used by the Company
to offer and sell securities, even though that information may be superseded or modified by information subsequently incorporated by
reference into this registration statement.
Item
4 - Description of Securities
Not
required.
Item
5 - Interests of Named Experts and Counsel
Not
Applicable.
Item
6 - Indemnification of Directors and Officers
The
Bylaws of the Company provide in substance that the Company shall indemnify any person who was or is a party or is threatened to be made
a party to any threatened or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative by reason
of the fact that such person is or was a director, officer, employee, fiduciary or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person to the full extent permitted by the laws of the state of Colorado; and that expenses incurred in defending
any such civil or criminal action, suit or proceeding may be paid by the Company in advance of the final disposition of such action,
suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of such
indemnified person to repay such amount to the Company unless it shall ultimately be determined that such person is entitled to be indemnified
by the Company as authorized in the Bylaws.
Item
7 – Exemption for Registration Claimed
On
October 4, 2022 the Company issued 25,000 shares of its common stock to a non-affiliate for services rendered. The Company relied upon
the exemption provided by section 4(a)2 in connection with the issuance of these shares.
Item
8 - Exhibits
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 l0(a)(3) of the Securities Act of l933; |
| |
|
|
| |
(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; 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 in such information in the registration statement. |
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|
Provided,
however, that paragraphs (a)(l)(i) and (a)(l)(ii) will not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section l3 or Section l5(d) of the Securities
Act of l934. |
(2)
That, for the purpose of determining any liability under the Securities Act of l933, 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 l933, each filing
of the registrant’s Annual Report pursuant to Section l3(a) or Section l5(d) of the Securities Exchange Act of l934 (and, where
applicable, each filing of any employee benefit plan’s annual report pursuant to Section l5(d) of the Securities Exchange Act of
l934) 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.
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each of the undersigned constitutes and appoints Daniel Allen, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorney-in-fact
and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his
substitutes or substitute may lawfully do or cause to be done by virtue hereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of l933, 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 Denver, Colorado, on October 12, 2022.
| |
BLUE
LINE PROTECTION GROUP, INC. |
| |
|
|
| |
By: |
/s/
Daniel Allen |
| |
|
Daniel Allen, Chief
Executive Officer |
Pursuant
to the requirements of the Securities Act of l933, this Registration Statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Daniel Allen |
|
Director,
Principal Executive, Financial |
|
October
12, 2022 |
| Daniel
Allen |
|
and
Accounting Officer |
|
|
| |
|
|
|
|
| /s/
Doyle Knudson |
|
Director |
|
October
12, 2022 |
| Doyle
Knudson |
|
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|
|
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