Florida
(State or Other Jurisdiction of Incorporation or Organization) |
33-0961490
(I.R.S. Employer Identification No.) |
Title
of Securities
to
be Registered
|
Amount
to be
Registered(2)
|
Proposed
Maximum
Offering
Price per Share(1)
|
Proposed
Maximum
Aggregate
Offering Price
|
Amount
of
Registration
Fee
|
||||
Common
Stock,
par
value $0.001
|
1,000,000
|
$1.38
|
$1,380,000
|
$162.43
|
||||
Total
Registration Fee
|
1,000,000
|
$1.38
|
$1,380,000
|
$162.43
|
(1)
|
Estimated
solely for the purpose of computing the amount of the registration
fee
pursuant to Rule 457(c) based on the average of the closing bid and
ask-prices as reported by the NASDAQ Over-The-Counter Bulletin Board
on
July 10, 2006.
|
(2)
|
The
securities to be registered represent shares of Common Stock reserved
for
issuance under the China Agro Sciences Corp. 2006 Non-Qualified Stock
Grant and Option Plan (the “Plan”). Pursuant to Rule 416, shares of Common
Stock of the Company issuable pursuant to the exercise of awards
granted
or to be granted under the Plan in order to prevent dilution resulting
from any future stock split, stock dividend, or similar transaction,
are
also being registered hereunder.
|
*
|
Information
required by Part I to be contained in the Section 10(a) Prospectus
is
omitted from the 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.
|
(i) |
The
Registrant’s Annual Report dated March 30, 2006 on Form 10-K filed with
the Commission on March 31, 2006.
|
(ii) |
The
Registrant’s Quarterly Report dated May 15, 2006 on Form 10-Q filed with
the Commission on May 16, 2006.
|
(iii)
|
All
other reports and documents previously and subsequently filed by
the
Registrant before and after the date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange
Act of 1934 and prior to the filing of a post-effective amendment
which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be
incorporated by reference and to be a part hereof from the date of
the
filing of such documents.
|
3.1
|
(1) |
Articles
of Incorporation of China Agro Sciences Corp. (formerly M-GAB Development
Corporation)
|
|
3.2
|
(2)
|
Articles
of Amendment to Articles of Incorporation Changing Name to China
Agro
Sciences Corp.
|
|
3.3
|
(2)
|
Articles
of Merger Merging DaLian Acquisition Corp. into China Agro Sciences
Corp.
|
|
3.4
|
(1)
|
Bylaws
of China Agro Sciences Corp.
|
|
4.1
|
China Agro Sciences Corp. 2006 Non-Qualified Stock Grant and Option Plan (the “Plan”) | ||
4.2
|
Form
of Non Statutory Stock Option Agreement relating to options granted
under
the Plan
|
||
4.3
|
Form
of Common Stock Purchase Agreement relating to stock granted under
the
Plan
|
||
5.1
|
Opinion
of The Lebrecht Group, APLC
|
||
23.1
|
Consent of The Lebrecht Group, APLC (included in Exhibit 5.1) | ||
23.2
|
Consent of Ramirez International |
(1) |
Incorporated
by reference from our Registration Statement on Form SB-2 filed with
the
Commission on August 31, 2001.
|
(2) |
Incorporated
by reference from our Current Report on Form 8-K filed with the Commission
on May 5, 2006.
|
(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 (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.
|
(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 Securities Act and will be governed
by
the final adjudication of such
issue.
|
China
Agro Sciences Corp.
|
|
(Registrant)
|
|
Dated:
July 11, 2006
|
/s/
Zhengquan Wang
|
Zhengquan
Wang, Chief Executive Officer
|
Dated:
July 11, 2006
|
/s/
Zhengquan Wang
|
Zhengquan
Wang
|
|
Director
|
|
Dated:
July 11, 2006
|
/s/
John C. Leo
|
John
C. Leo
|
|
Director
|