SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
CHINA SUN GROUP HIGH-TECH CO.
(Exact name of registrant as specified in its charter)
 
Delaware
54-2142880
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer identification No.)
        
1 Hutan Street, Zhongshan District
Dalian, P.R. China
(Address of principal executive offices)
 
 
Consulting Agreement with Sasan Toghraie
Consulting Agreement with Chan Chung Yau
 
  (Full title of plans)
 
 
Guosheng Fu
Chief Executive Officer,
1 Hutan Street, Zhongshan District
Dalian, P.R. China
(Name and address of agent for service)
 
+86 (411) 8289-7752
(Telephone number, including area code of agent for service)
 
Copies of all communications, including all communications sent to agent for service to:
 
Allen Z. Sussman, Esq.
Reed Smith LLP
355 South Grand Avenue, Suite 2900
Los Angeles, California 90071
Telephone: (213) 457-8000
Facsimile: (213) 457-8080


 
1
 

CALCULATION OF REGISTRATION FEE
 
Title of securities
to be registered
 
Amount to be
Registered
   
Proposed maximum
offering price
per share (1)
   
Proposed maximum
Aggregate offering
Price
   
Amount of
Registration fee
 
Common Stock ($.001 par value)
    2,050,000 (2 )   $ 0.79     $ 1,619,500     $ 115.47  
 
(1)  
Estimated solely for the purpose of determining the amount of registration fee and pursuant to Rules 457(c) and 457 (h) of the General Rules and Regulations under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Company's common stock on the Over-the-Counter Bulletin Board on September 21, 2010 which were $0.56 and $1.01, respectively.
 
(2)  
Represents shares of the Company’s common stock to be issued to Sasan Toghraie and Chan Chung Yau (the “Consultants”) pursuant to consulting contracts between the Company and the Consultants.
 
PART I
 
INCORPORATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the Note to Part I of Form S-8.  The documents containing the information specified in Part I of Form S-8 will be sent or given to the consultants as specified by Securities and Exchange Commission Rule 428(b)(1).  Such documents need not be filed with the Securities and Exchange Commission 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 Form S-8 (Part II hereof), taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
  
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
 
The following documents filed by China Sun Group High-Tech Co. (the “Company”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference in this Registration Statement (excluding any portions of such documents that have been “furnished” but not “filed” for the purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) except to the extent any statement or information therein is modified, superseded or replaced by a statement or information contained in this document or in any other subsequently filed document incorporated herein by reference:
 
 
(a)
The Company's annual report on Form 10-K for the fiscal year ended May 31, 2010, as filed with the Commission on September 14, 2010;
 
(b)
The Company's current report on Form 8-K, as filed with the Commission on August 24, 2010;
 
(c)
The Company's current report on Form 8-K, as filed with the Commission on September 14, 2010; and
 
(d)
The Company's current report on Form 8-K, as filed with the Commission on September 14, 2010.
 
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in the registration statement and to be part thereof from the date of filing of such documents.  Any statement contained 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 other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
 
 
2
 

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

The Company is incorporated under the laws of the State of Delaware.  Section 102(b)(7) of the Delaware General Corporation Law permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the Delaware General Corporation Law, which relates to unlawful payment of dividends and unlawful stock purchases and redemptions; or (iv) for any transaction from which the director derived an improper personal benefit.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.  The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.

Section 145 of the Delaware General Corporation Law further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145 of the Delaware General Corporation Law.

The Company’s certificate of incorporation provides that its directors shall not be liable to it or to its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain limited exceptions.  In addition, the Company’s certificate of incorporation provides that it shall indemnify its directors and officers to the maximum extent permitted by the laws of the State of Delaware.

Item 7. Exemption from Registration Claimed
 
Not applicable.
 

 
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Item 8. Exhibits
 
Exhibit
No.
 
Description
5.1
 
Opinion of Reed Smith LLP
23.1
 
Consent of ZYCPA Company Limited, Certified Public Accountants
23.2
 
Consent of Reed Smith LLP (filed as part of Exhibit 5.1)
24.1
 
Power of Attorney (included under Signatures and Power of Attorney)
99.1
 
Consulting Agreement with Sasan Toghraie
99.2
 
Consulting Agreement with Chan Chung Yau
 
Item 9. Undertakings

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 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 if, in the aggregate, the changes in volume and price represent no more than 20% 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 (1)(i) and (1)(ii) of this section do not apply if 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 section 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.
 
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 (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.

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.
 
 
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SIGNATURES
 
Pursuant to 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 for filing a form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dalian, People’s Republic of China on September 22, 2010.
     
 
CHINA SUN GROUP HIGH-TECH CO.
 
       
 
By:
/s/ Guosheng Fu
 
    Guosheng Fu  
    Chief Executive Officer  
       

 

 
5
 
 
POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Guosheng Fu as his attorney-in-fact, with full power of substitution and resubstitution, for him in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
         
/s/ Guosheng Fu
 
Chief Executive Officer
 
September 22, 2010
Guosheng Fu
       
         
/s/Ming Fen Liu
 
Chief Financial Officer
 
September 22, 2010
Liu, Ming Fen
       
         
/s/ Bin Wang
 
Chairman of the Board
 
September 22, 2010
Bin Wang
       
         
/s/ Zhi Li.
 
Director
 
September 22, 2010
Zhi Li
       
         
/s/ Jiao Wang
 
Director
 
September 22, 2010
Jiao Wang
       
         
/s/ Fudong Sui
 
Director
 
September 22, 2010
Fudong Sui
       
         
/s/ Gang Li
 
Director
 
September 22, 2010
Gang Li
       
         
/s/ Yefei Liu
 
Director
 
September 22, 2010
Yefei Liu
       
         
/s/ Fuqiu Ren
 
Director
 
September 22, 2010
Fuqiu Ren
       
 
 
 
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