cci_s-8.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
COMPETITIVE
COMPANIES, INC.
(Exact
name of Registrant as specified in its charter)
Nevada
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61-1146821
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(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
3751
Merced Drive, Suite A, Riverside, CA
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92503
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
2008
Non-Qualified Attorneys & Accountants Stock Compensation Plan
And
2008 Non-Qualified Consultants Stock Compensation Plan
(Full
title of the plan)
Donald
J. Stoecklein, Esq.
Stoecklein
Law Group
402
West Broadway, Suite 690
San
Diego, California 92101
(Name
and address of agent for service)
(Telephone
number, including area code, of agent for service)
Indicate
by check mark whether the registrant a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
|
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Non-accelerated
filer ¨ (Do not check if
a smaller reporting company)
|
Smaller
reporting company x
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CALCULATION
OF REGISTRATION FEE
Title
of Securities
to
be Registered
|
Amount
of
Shares
to
be Registered
|
Proposed
Maximum
Offering
Price
Per Share
|
Proposed
Maximum
Aggregate
Offering
Price(1)
|
Amount
of
Registration
Fee
|
|
|
|
|
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$0.001
par value common stock
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7,730,580
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$0.03
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$231,917
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$9.11
|
(1)
|
This
calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(c) under the
Securities Act of 1933, as amended, and is calculated on the basis of the
average of the high and low prices reported on the OTC Bulletin Board as
of July 14, 2008.
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PROSPECTUS
Competitive
Companies, Inc.
Total
of 7,730,580 Shares of Common Stock
(5,500,000
shares for consultants)
(2,230,580
shares for attorneys and accountants)
This prospectus relates to the offer
and sale by Competitive Companies, Inc., (“Competitive”) a Nevada corporation,
of a total of 7,730,580 shares of its $0.001 par value per share common stock,
of which 5,500,000 are to be issued to consultants and 2,230,580 are to be
issued to attorneys and accountants associated with Competitive Companies, Inc.
pursuant to the 2008 Attorneys & Accountants Non-Qualified Stock
Compensation Plan (the “Attorneys & Accountants Plan”) and the 2008
Non-Qualified Consultant Stock Compensation Plan (the “Consultant Stock Plan”).
Pursuant to the Attorneys & Accountants Plan, Competitive is registering
hereunder, based upon received services and shares of common stock, a total of
2,230,580 shares of common stock already issued, (1,230,580 shares of common
stock to Stoecklein Law Group and 1,000,000 shares of common stock to Accuity
Financial, Inc). Pursuant to the Consultant Stock Plan, Competitive
is registering hereunder, based upon received services and shares of common
stock, a total of 5,500,000 shares of common stock already issued.
The Consultant Shares are being
offered for resale in the public market by the selling security holders, acting
by themselves or through brokers and dealers, at prevailing market prices or in
transactions at negotiated prices. We will not receive any proceeds from the
sale of the Consultant Shares, but will bear the costs relating to the
registration thereof other than brokerage commissions and expenses, if any,
which will be paid by the selling security holders.
The Consultants, Attorneys and
Accountants Shares were issued by us in private, unregistered sales to the
selling security holders for consulting services performed under an exemption
from registration under Section 4(2) of the Securities Act of 1933, as amended
(the "Securities Act").
You should rely only on the
information contained in this prospectus or that we have referred you to. We
have not authorized anyone to provide you with information that is different.
This prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy the securities in any circumstances under which the offer or
solicitation is not permitted.
You should not assume that the
information contained or incorporated in the registration statement to which
this prospect is a part is accurate as of any date other than the date hereof,
regardless of the time of delivery of this prospectus or of any sale of the
Consultant, Attorney or Accountant Shares being registered in that registration
statement of which this prospectus forms a part.
The common stock is not subject to
any restriction on transferability. Recipients of shares other than
persons who are “affiliates” of Competitive within the meaning of the Securities
Act may sell all or part of the shares in any way permitted by law, including
sales in the over-the-counter market at prices prevailing at the time of such
sale. The common stock is
traded
on the OTC Bulletin Board under the symbol “CCOP.” On July 14, 2008,
the date of the last trade reported on the OTC Bulletin Board, the closing price
of our common stock was $0.03.
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 Contrary Is A Criminal
Offense.
The
date of this prospectus is July 31, 2008
This
prospectus is part of a registration statement which was filed and became
effective under the Securities Act, as amended, and does not contain all of the
information set forth in the registration statement, certain portions of which
have been omitted pursuant to the rules and regulations promulgated by the U.S.
Securities and Exchange Commission (the “Commission”) under the Securities
Act. The statements in this prospectus as to the contents of any
contract or other documents filed as an exhibit to either the registration
statement or other filings by Competitive with the Commission are qualified in
their entirety by reference thereto.
A
copy of any document or part thereof incorporated by reference in this
prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed
to: Competitive Companies, Inc., 3751 Merced Drive, Suite A,
Riverside, California 92503. Competitive Companies, Inc.’s telephone
number is: (951) 687-6100.
Competitive
is subject to the reporting requirements of the Securities Exchange Act of 1934
(the “Exchange Act”) and in accordance therewith files reports and other
information with the Commission. These reports, as well as the proxy
statements and other information filed by Competitive under the Exchange Act may
be inspected and copied at the public reference facilities maintained by the
Commission at 100 F Street, N.E., Washington D.C.
20549-0405. In addition, the Commission maintains a World Wide
Website on the Internet at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission
No
person has been authorized to give any information or to make any
representation, other than those contained in this prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Competitive Companies, Inc. This prospectus does
not constitute an offer or a solicitation by anyone in any state in which such
is not authorized or in which the person making such is not qualified or to any
person to whom it is unlawful to make an offer or solicitation.
Neither
the delivery of this prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has not been a change in the
affairs of Competitive since the date hereof.
TABLE
OF CONTENTS
Information
Required in the Section 10(a) Prospectus |
1
|
Item
1. The Plan Information |
1
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Item
2. Registrant Information and Plan Annual
Information |
2
|
Information
Required in the Registration Statement |
3
|
Item
3. Incorporation of Documents by
Reference |
3
|
Item
4. Description of Securities |
3
|
Item
5. Interests of Named Experts and
Counsel |
3
|
Item
6. Indemnification of Officers, Directors, Employees and
Agents |
4
|
Item
7. Exemption from Registration Claimed |
6
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Item
8. Exhibits |
6
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Item
9. Undertakings |
6
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Signatures |
8
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Exhibit
Index |
10
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PART
1
INFORMATION
REQUIRED IN THE SECTION 10(a)
PROSPECTUS
Item
1. The Plan Information.
The
Company
Competitive
has its principal executive offices at 3751 Merced Drive, Suite A, Riverside,
California 92503. Competitive Companies Inc.’s telephone number is
(951) 687-6100.
Purpose
Competitive
Companies, Inc. has issued shares of common stock to Stoecklein Law Group,
securities counsel to Competitive, and Accuity Financial, Inc., special
accountants to Competitive, and is registering the shares of common stock
pursuant to the Attorneys & Accountants Plan, which has been approved by the
Board of Directors of Competitive. The Attorneys & Accountants Plan is
intended to provide a method whereby Competitive will cover the costs of legal
services provided by Stoecklein Law Group and accounting services provided by
Accuity Financial, thereby advancing the interests of Competitive and all of its
stockholders. A copy of the Stock Plan has been filed as an exhibit
to this registration statement.
Additionally,
Competitive has issued a total of 5,500,000 shares of common stock for
consultants to Competitive, of which 4,000,000 shares are to be issued to Mr.
Thomas Mahoney (3,000,000 shares), Mr. Zachery Bluestein (500,000 shares) and
Ms. Tonni Smith-Adkins (500,000 shares) (collectively the “Consultants”), and
Competitive is registering the shares of common stock pursuant to the Consultant
Stock Plan, which has been approved by the Board of Directors. The Consultant
Stock Plan is intended to provide a method whereby Competitive will cover the
costs of consulting services provided by the Consultants, thereby advancing the
interests of Competitive and all of its stockholders. A copy of the
Consultant Stock Plan has been filed as an exhibit to this registration
statement.
Common
Stock and Options
The
Board has authorized the registration of a total of 7,730,580 shares of the
common stock at the fair market value on July 14, 2008, of $0.03 per shares,
(5,500,000 shares of common stock to the Consultants, 1,230,580 to Stoecklein
Law Group, and 1,000,000 shares of common stock to Accuity Financial) upon
effectiveness of this registration statement.
No
Restrictions on Transfer
Recipients
of shares of common stock will become the record and beneficial owner of the
shares of common stock upon issuance and delivery and are entitled to all of the
rights of ownership, including the right to vote any shares awarded and to
receive ordinary cash dividends on the common stock.
Tax
Treatment to the Recipients
The
common stock is not qualified under Section 401(a) of the Internal Revenue
Code. Therefore, a recipient will be required for federal income tax
purposes to recognize compensation during the taxable year of
issuance. Accordingly, absent a specific contractual provision to the
contrary, the recipient will receive compensation taxable at ordinary rates
equal to the fair market value of the shares ($0.03 per share on the date of
issuance). Each recipient is urged to consult his tax advisors on
this matter.
Tax
Treatment to the Company
The
amount of income recognized by a recipient hereunder in accordance with the
foregoing discussion will be a tax deductible expense by Competitive for federal
income tax purposes in the taxable year of Competitive during which the
recipient recognizes income.
Restrictions
on Resale
In
the event that an affiliate of Competitive acquires shares of common stock
hereunder, the affiliate may be subject to Section 16(b) of the Exchange
Act. Further, in the event that any affiliate acquiring shares
hereunder has sold or sells any shares of common stock in the six months
preceding or following the receipt of shares hereunder, any so called “profit”,
as computed under Section 16(b) of the Exchange Act, may be required to be
disgorged from the recipient to Competitive. Services rendered have
been recognized as valid consideration for the “purchase” of shares in
connection with the “profit” computation under Section 16(b) of the Exchange
Act. Competitive has agreed that for the purpose of any “profit”
computation under Section 16(b), the price paid for the common stock issued to
affiliates is equal to the value of services rendered. Shares of
common stock acquired hereunder by persons other than affiliates are not subject
to Section 16(b) of the Exchange Act.
Item
2. Registrant Information and Plan Annual Information
A
copy of any document or part thereof incorporated by reference in this
registration statement but not delivered with this prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request.
Requests
should be addressed to: Competitive Companies, Inc., 3751 Merced Drive, Suite A,
Riverside, California 92503. The telephone number is (951)
687-6100.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed with the Securities and Exchange Commission (the
“Commission”) by Competitive Companies, Inc., a Nevada corporation (the
“Company”), are incorporated herein by reference:
a.
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The
Company’s latest Annual Report on Form 10-KSB for the year ended December
31, 2007, filed with the Securities and Exchange
Commission;
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b.
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The
Company’s latest Quarterly Report on Form 10-Q for the quarter ended March
31, 2008;
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c.
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The
reports of the Company filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the
fiscal year ended December 31, 2007;
and
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d.
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All
other documents filed by the Company after the date of this registration
statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to this
registration statement which de-registers all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing
such documents. Any statement contained herein or 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
subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration
Statement.
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Item
4. Description of Securities.
Class
of Securities being registered pursuant to the plans are registered securities
under Section 12 of the Exchange Act.
Item
5. Interests of Named Experts and Counsel.
The
financial statements of Competitive are incorporated by reference in this
prospectus as of and for the year ended December 31, 2007, and have been audited
by Lawrence Scharfman & Co., CPA, P.C., independent certified public
accountants,
as
set forth in their report incorporated herein by reference, and are incorporated
herein in reliance upon the authority of said firm as experts in auditing and
accounting.
Stoecklein
Law Group has rendered an opinion on the validity of the securities being
registered. Stoecklein Law Group is not an affiliate of Competitive
Companies, Inc.; however, Stoecklein Law Group is registering 1,230,580 shares
of common stock under the Attorneys & Accountants Plan.
Item
6. Indemnification of Officers, Directors, Employees and
Agents.
Competitive’s
Articles of Incorporation contains provisions for indemnification of its
officers and directors; in addition, Section 78.751 of the Nevada General
Corporation Laws provides as follows:
78.751
Indemnification of officers, directors, employees and agents; advance of
expenses.
1. A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he 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, 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 him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
2. A
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he 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, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys’ fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be
made for any claim, issue or matter as to which such a person has been adjudged
by a court of competent jurisdiction, after exhaustion of all appeals therefrom,
to be liable to the corporation
or
for amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction
determines
upon application that in view of all the circumstances of the case, the person
is fairly and reasonably entitled to indemnity for such expenses as the court
deems proper.
3. To
the extent that a director, officer, employee or agent of a corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, he must be indemnified by the corporation against expenses,
including attorneys’ fees, actually and reasonably incurred by him in connection
with the defense.
4. Any
indemnification under subsections 1 and 2, unless ordered by a court or advanced
pursuant to subsection 5, must be made by the corporation only as authorized in
the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The
determination must be made:
(b)
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By
the board of directors by majority vote of a quorum consisting of
directors who were not parties to action, suit or
proceeding;
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(c)
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If
a majority vote of a quorum consisting of directors who were not parties
to the action, suit or proceeding so orders, by independent legal counsel
in a written opinion; or
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(d)
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If
a quorum consisting of directors who were not parties to the action, suit
or proceeding cannot to obtained, by independent legal counsel in a
written opinion.
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5. The
articles of incorporation, the bylaws or an agreement made by the corporation
may provide that the expenses of officers and directors incurred in defending a
civil or criminal, suit or proceeding must be paid by the corporation as they
are incurred and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel other than the
directors or officers may be entitled under any contract or otherwise by
law.
6. The
indemnification and advancement of expenses authorized in or ordered by a court
pursuant to this section:
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Does
not exclude any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his
official
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capacity
or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2 or for
the advancement of expenses made pursuant to subsection 5, may not be made
to or on behalf of any director or officer if a final adjudication
establishes that his act or omissions involved intentional misconduct,
fraud or a knowing violation of the law and was material to the cause of
action.
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Continues
for a person who has ceased to be a director, officer, employee or agent
and inures to the benefit of the heirs, executors and administrators of
such a person.
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling Competitive pursuant to
the foregoing provisions, Competitive has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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(a)
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The
following exhibits are filed as part of this registration statement
pursuant to Item 601 of the Regulation S-K and are specifically
incorporated herein by reference:
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Exhibit
No.
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Title
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5.1
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Legal
opinion of Stoecklein Law Group.
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10.1
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2008
Non-Qualified Attorneys & Accountants Stock Compensation
Plan
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10.2
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2008
Non-Qualified Consultant Stock Compensation Plan
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23.1
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Consent
of Stoecklein Law Group
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23.2
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Consent
of Lawrence Scharfman & Co. CPA, P.C.
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Item
9. Undertakings. The undersigned
registrant hereby undertakes:
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i)
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include
any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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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, represents a fundamental
change in the information set forth in the registration
statement;
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(iii)
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include
any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change
to such information in this registration
statement.
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Provided,
however, that paragraphs (1)(i) and (1)(ii) shall 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 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2)
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That,
for the purpose of determining any liability pursuant to the Securities
Act, 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 offered at that time shall be deemed to be the
initial bona fide offering thereof.
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(3)
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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.
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(4)
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To
deliver or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under
the Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of Regulation S-X is not
set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the prospectus to
provide such interim financial
information.
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(5)
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Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant
has
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(6)
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been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act and is therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
registrant of expenses incurred or paid by a director, officer or
controlling person of 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, 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 is against public policy as
expressed in the Act and will be governed by the final adjudication of
such issue.
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The
undersigned hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of registrant’s annual report
pursuant to Section 13(a) 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.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies 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 the city of Riverside, California, on
July 31, 2008.
Competitive Companies,
Inc.
(Registrant)
/s/ Jerald
Woods
Jerald Woods
Chief Executive
Officer
POWER
OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that
each person whose signature appears below constitutes and appoints Jerald Woods
as his or her true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her 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 exhibits thereto and other documents in connection herewith, 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
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or her substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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Principal
Executive Officers:
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/s/ Jerald Woods
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Chief
Executive Officer, Principal Accounting Officer, Secretary, and
Director
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July
31, 2008
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Jerald
Woods
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Additional
Director:
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/s/ David Hewitt
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Director
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July
31, 2008
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David
Hewitt
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Director
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Henri
Hornby
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The Plan. Pursuant to the
requirements of the Securities Act of 1933, the board of directors have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Riverside, State of
California, on July 31, 2008.
COMPETITIVE
COMPANIES, INC.
Attorneys
& Accountants Stock Compensation Plan
Consultant
Stock Compensation Plan
By:
/s/ Jerald
Woods
Jerald
Woods, Chief Executive Officer
INDEX
TO EXHIBITS
Exhibit
No.
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Title
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|
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5.1
|
Legal
opinion of Stoecklein Law Group.
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|
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10.1
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2008
Non-Qualified Attorneys & Accountants Stock Compensation
Plan
|
|
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10.2
|
2008
Non-Qualified Consultant Stock Compensation Plan
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|
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23.1
|
Consent
of Stoecklein Law Group
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|
|
23.2
|
Consent
of Lawrence Scharfman & Co., CPA, P.C.
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|
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