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<table border="0" width="100%" cellspacing="0" cellpadding="0" height="1">
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>UNITED STATES</b></font></td>
  </tr>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="4"><b>SECURITIES AND EXCHANGE COMMISSION</b></font></td>
  </tr>
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    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center">&nbsp; </td>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="4"><b>Washington, DC
    20549</b></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Registration
    Statement</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">on Form S-8</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="3">Under the
    Securities Act of 1933</font></td>
  </tr>
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    <td width="100%" colspan="2" height="25">&nbsp; </td>
  </tr>
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    <td width="100%" colspan="2" height="1"><p align="center"><font size="3"><strong><u>Hammonds
    Industries, Inc.</u></strong></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="2">(Exact name of
    Registrant as specified in its charter)</font></td>
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  <tr>
    <td width="50%" height="25">&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
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    <td width="50%" height="1"><p align="center"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>Nevada</u></font></td>
    <td width="50%" height="1"><p align="center"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>88-0225318</u></font></td>
  </tr>
  <tr>
    <td width="50%" height="1"><p align="center"><font size="1">(State of Incorporation)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(IRS Employer Identification
    Number)</font></td>
  </tr>
  <tr>
    <td width="50%" height="25">&nbsp;&nbsp; </td>
    <td width="50%" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>601 Cien Street, Suite 235, Kemah, TX</u></font></td>
    <td width="50%" height="1"><p align="center"><font face="TIMES NEW ROMAN, TIMES, SERIF"
    size="2"><u>77565-3077</u></font></td>
  </tr>
  <tr>
    <td width="50%" align="center" height="1"><p align="center"><font size="1">(Address of
    Principal Executive Offices)</font></td>
    <td width="50%" height="1"><p align="center"><font size="1">(Zip Code)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2"><u>Employee
    Compensation Agreement</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Full title of the
    plan)</font></td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="25">&nbsp; </td>
  </tr>
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    <td width="100%" colspan="2" align="center" height="1"><font
    face="TIMES NEW ROMAN, TIMES, SERIF" size="2"><u>Daniel Dror, 601 Cien Street, Suite 235,
    Kemah, TX 77565</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">(Name, address and
    telephone number of agent for service)</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="25">&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p align="center"><font size="2"><u>Approximate
    Date of Commencement of Proposed Sales under the Compensation Agreement:</u></font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="1"><p class="MsoNormal" align="center"
    style="text-align:center"><font size="1">As soon as practicable after this Registration
    Statement becomes effective</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" height="25">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="2">Total Number of
    Pages: 6</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="2" align="center" height="1"><font size="1">Exhibit Index begins
    on sequentially numbered page: 3</font></td>
  </tr>
</table>

<p align="center"><font size="2">Calculation of Registration Fee</font></p>

<table border="0" width="100%" cellspacing="0" height="56">
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Title of Securities to be Registered</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Amount to be Registered</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Offering Price per Share</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)" height="2"><font
    size="1">Proposed Maximum Aggregate Offering Price</font></td>
    <td width="14%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0)"
    height="20"><font size="1">Amount of Registration Fee</font></td>
  </tr>
  <tr>
    <td width="26%"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">Common Stock par value $.001</font></td>
    <td width="15%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">65,000</font></td>
    <td width="23%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$0.15(2)</font></td>
    <td width="22%" align="center"
    style="border-left: 1px solid rgb(0,0,0); border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"
    height="2"><font size="1">$9,750</font></td>
    <td width="14%" align="center" style="border: 1px solid rgb(0,0,0)" height="2"><font
    color="#000000" size="1">$0.36</font></td>
  </tr>
  <tr>
    <td width="100%" colspan="5" height="1"><font size="1">(1) Pursuant to Rule 457(c), the
    registration fee is calculated on the basis of the volume based average of the high and
    low price of the Registrant's common stock on OTCBB on November 7, 2008.</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center"><font size="2"><strong>PART I</strong></font></p>

<p align="center"><font size="2">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></p>

<p style="text-align: justify"><font size="2">ITEM 1. INFORMATION</font></p>

<p style="text-align: justify"><font size="2">The Registrant, Hammonds Industries, Inc., a
Nevada corporation (&quot;HMDI or the &quot;Registrant&quot;), has agreed to issue 65,000
shares of common stock as compensation for services provided by Sherry L. Couturier as
chief financial officer. </font></p>

<p style="text-align: justify"><font size="2">ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION</font></p>

<p style="text-align: justify"><font size="2">N/A</font></p>

<p align="center"><font size="2"><strong>PART II</strong></font></p>

<p align="center"><font size="2">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</font></p>

<p><font size="2">ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE</font></p>

<p><font size="2">By this reference, the following documents filed by the Registrant with
the Securities and Exchange Commission (the &quot;Commission&quot;) are incorporated into
and made a part of this Registration Statement:</font></p>

<p><font size="2">- Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2008, as filed with the Commission;<br>
- Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, as
filed with the Commission;<br>
- Registrant's Annual Report on Form 10-K for the year ended December 31, 2007, as filed
with the Commission;<br>
- Registrant's Quarterly Report on Form 10-QSB/A for the quarter ended September 30, 2007,
as filed with the Commission;<br>
- Registrant's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, as
filed with the Commission;<br>
- Registrant's Quarterly Report on Form 10-QSB/A for the quarter ended March 31, 2007, as
filed with the Commission;<br>
- Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2006, as filed
with the Commission;<br>
- The description of the Registrant's Common Stock is set forth in the Registrant's
registration statement on Form 10-SB12g/A filed with the SEC on September 20, 2004.</font></p>

<p><font size="2">All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the &quot;Exchange
Act&quot;), subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities 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 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 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.</font></p>

<p style="text-align:justify"><font size="2">ITEM 4. DESCRIPTION OF SECURITIES</font></p>

<p style="text-align:justify"><font size="2">The Registrant's common stock is registered
under Section 12(g) of the Exchange Act. The description of the Registrant's common stock
is set forth in the Registrant's registration statement on Form 10-SB12g/A filed with the
SEC on September 20, 2004.</font></p>

<p style="text-align:justify"><font size="2">ITEM 5. INTERESTS OF NAMED EXPERTS AND
COUNSEL</font></p>

<p style="text-align:justify"><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
None.</font></p>

<p style="text-align:justify"><font size="2">ITEM 6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS</font></p>
<font size="2">

<p>Section 78.7502 of the Nevada General Corporation Law allows the Company to indemnify
any person who was or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Company or is or was serving at the request
of the Company as a director, officer, employee, or agent of any corporation, partnership,
joint venture, trust or other enterprise. The Company may advance expenses in connection
with defending any such proceeding, provided the indemnitee undertakes to pay any amounts
if it is later determined that the person was not entitled to be indemnified by the
Company.</font></p>

<p><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman" size="2">Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to
directors, offices or 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 Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the Company
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
hereunder, the Company 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.</font></p>

<p><font size="2">ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED</font></p>

<p><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Not
applicable.</font></p>

<p><font size="2">ITEM 8. EXHIBITS</font></p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="15%"><font size="2">Exhibit No.</font></td>
    <td width="85%"><font size="2">Description of Exhibits</font></td>
  </tr>
  <tr>
    <td width="15%"><font size="2">5.1</font></td>
    <td width="85%"><font size="2">Opinion of Thomas J. Craft, Jr., Esq., regarding legality
    of the securities, filed herewith.</font></td>
  </tr>
  <tr>
    <td width="15%"><font size="2">23.1</font></td>
    <td width="85%"><font size="2">Consent of Thomas J. Craft, Jr., Esq., contained in Exhibit
    5.1 filed herewith.</font></td>
  </tr>
  <tr>
    <td width="15%"><font size="2">23.2</font></td>
    <td width="85%"><font size="2">Consent of GLO CPAs LLP, Certified Public Accountants,
    filed herewith.</font></td>
  </tr>
</table>

<p style="text-align:justify"><font size="2">ITEM 9. UNDERTAKINGS</font></p>

<p style="text-align:justify"><font size="2">(a) The undersigned Registrant hereby
undertakes: </font></p>

<p style="text-align:justify"><font size="2">(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:<br>
&nbsp;&nbsp;&nbsp; (i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;<br>
&nbsp;&nbsp;&nbsp; (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<br>
&nbsp;&nbsp;&nbsp; (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) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.</font></p>

<p style="text-align:justify"><font size="2">(2) That, for the purpose of determining any
liability under 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 at that time shall be deemed to be the initial bona fide
offering thereof.</font></p>

<p style="text-align:justify"><font size="2">(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:<br>
&nbsp;&nbsp;&nbsp; (i) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act 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; and<br>
&nbsp;&nbsp;&nbsp; (ii) 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 Securities 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 against
the registrant 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.</font></p>

<p><font size="2">(b)<i> </i>Filings incorporating subsequent Exchange Act documents by
reference. </font></p>

<p><font size="2">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 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.
</font></p>

<p align="justify"><font size="2">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 above-described provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities act of 1933 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 of 1933 and will be governed by the final adjudication of
such issue.</font></p>

<p align="center" style="text-align:center"><font size="2">SIGNATURES</font></p>

<p style="text-align:justify;text-indent:.5in"><font size="2">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 on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on this November 7, 2008.</font></p>

<table border="0" width="100%" cellspacing="0" height="1">
  <tr>
    <td width="100%" height="21"><font size="2">Hammonds Industries, Inc. </font></td>
  </tr>
  <tr>
    <td width="100%" height="1"><font size="2">/s/ Daniel Dror</font></td>
  </tr>
  <tr>
    <td width="100%" height="21"><font size="2">CEO and Chairman</font></td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p align="center"><font size="2"><strong>Exhibit 5.1</strong></font></p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="center"><strong><font size="2">Thomas J. Craft, Jr., Esq.</font></strong></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">5420 North Ocean Drive, Suite 1605</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">Singer Island, FL 33404</font></td>
  </tr>
  <tr>
    <td width="100%" align="center"><font size="2">Phone: (561) 543-2233</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="100%"><p align="right"><font size="2">November 6, 2008</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="2">U.S. Securities and Exchange Commission</font></td>
  </tr>
  <tr>
    <td width="100%"><font size="2">100 F Street, NW</font></td>
  </tr>
  <tr>
    <td width="100%"><p align="left"><font size="2">Washington, DC 20549</font></td>
  </tr>
</table>

<p align="center" style="text-align:center">&nbsp;</p>

<table border="0" width="100%" cellspacing="0">
  <tr>
    <td width="24%"><p align="right"><font size="2">Re: </font></td>
    <td width="76%"><font size="2">Hammonds Industries, Inc.</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="2">Commission File No. 0-50912</font></td>
  </tr>
  <tr>
    <td width="24%"></td>
    <td width="76%"><font size="2">Registration Statement on Form S-8</font></td>
  </tr>
</table>

<p style="text-align:justify"><font face="Times New Roman" size="2">Gentlemen:</font></p>

<p ALIGN="JUSTIFY"><font face="Times New Roman" size="2">I have been requested by Hammonds
Industries, Inc. (the &#147;Registrant&#148;) to furnish an opinion as to matters
hereinafter set forth in connection with this registration statement on Form S-8 under the
Securities Act of 1933, as amended (the &#147;Act&#148;), covering a total of 65,000
shares of the Registrant&#146;s common stock to be issued to Ms. Sherry L. Couturier for
services to the Registrant as Chief Financial Officer pursuant to an employment agreement.</font></p>

<p ALIGN="JUSTIFY"><font face="Times New Roman" size="2">In connection with this opinion,
I have reviewed the filings of the Registrant incorporated by reference in this
registration statement and have determined that the Registrant is current in its reporting
obligations under the Securities Exchange of 1934. I have also reviewed other documents of
the Registrant and have determined that the shares, when issued, will have been legally
issued, fully paid and non-assessable. Further, the Registrant has duly authorized the
issuance of the shares and the filing of this registration statement on Form S-8. I hereby
consent to the inclusion of this opinion in the registration statement on Form S-8 being
duly filed with the Securities and Exchange Commission.</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="2">Very truly yours,</font></p>

<p style="text-align:justify"><font face="Times New Roman" size="2"><u>/s/ Thomas J.
Craft, Jr., Esq.</u> <u><br>
</u>Thomas J. Craft, Jr., Esq.</font></p>
</div>

<p><font size="2"><br clear="all"
style="page-break-before:always; mso-break-type:section-break">
</font></p>
<div>

<p align="left" style="text-align:center"><font size="2"><strong>Exhibit 23.1</strong></font></p>

<p align="center" style="text-align:center"><font size="2">(Contained in Opinion-Exhibit
5.1)</font></p>
<font size="2">

<p align="center">&nbsp;</p>
</div></font>
</body>
</html>
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{"company-data": {"conformed-name": "Hammonds Industries, Inc.", "cik": "0001300524", "assigned-sic": "3711", "irs-number": "880225318", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-155252", "film-number": "081174303"}, "business-address": {"street1": "601 CIEN STREET, SUITE 235", "city": "KEMAH", "state": "TX", "zip": "77565", "phone": "281-334-9479"}, "mail-address": {"street1": "601 CIEN STREET, SUITE 235", "city": "KEMAH", "state": "TX", "zip": "77565"}, "former-company": [{"former-conformed-name": "International American Technologies, Inc.", "date-changed": "20050310"}, {"former-conformed-name": "Unlimited Coatings Corp.", "date-changed": "20040813"}]}
hmdi
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC
    20549
Registration
    Statement
on Form S-8
Under the
    Securities Act of 1933
Hammonds
    Industries, Inc.
(Exact name of
    Registrant as specified in its charter)
Nevada
88-0225318
(State of Incorporation)
(IRS Employer Identification
    Number)
601 Cien Street, Suite 235, Kemah, TX
77565-3077
(Address of
    Principal Executive Offices)
(Zip Code)
Employee
    Compensation Agreement
(Full title of the
    plan)
Daniel Dror, 601 Cien Street, Suite 235,
    Kemah, TX 77565
(Name, address and
    telephone number of agent for service)
Approximate
    Date of Commencement of Proposed Sales under the Compensation Agreement:
As soon as practicable after this Registration
    Statement becomes effective
Total Number of
    Pages: 6
Exhibit Index begins
    on sequentially numbered page: 3
Calculation of Registration Fee
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock par value $.001
65,000
$0.15(2)
$9,750
$0.36
(1) Pursuant to Rule 457(c), the
    registration fee is calculated on the basis of the volume based average of the high and
    low price of the Registrant's common stock on OTCBB on November 7, 2008.
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 1. INFORMATION
The Registrant, Hammonds Industries, Inc., a
Nevada corporation ("HMDI or the "Registrant"), has agreed to issue 65,000
shares of common stock as compensation for services provided by Sherry L. Couturier as
chief financial officer.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE
PLAN ANNUAL INFORMATION
N/A
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
By this reference, the following documents filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are incorporated into
and made a part of this Registration Statement:
- Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2008, as filed with the Commission;
- Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, as
filed with the Commission;
- Registrant's Annual Report on Form 10-K for the year ended December 31, 2007, as filed
with the Commission;
- Registrant's Quarterly Report on Form 10-QSB/A for the quarter ended September 30, 2007,
as filed with the Commission;
- Registrant's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2007, as
filed with the Commission;
- Registrant's Quarterly Report on Form 10-QSB/A for the quarter ended March 31, 2007, as
filed with the Commission;
- Registrant's Annual Report on Form 10-KSB for the year ended December 31, 2006, as filed
with the Commission;
- The description of the Registrant's Common Stock is set forth in the Registrant's
registration statement on Form 10-SB12g/A filed with the SEC on September 20, 2004.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date of this Registration Statement and prior to the filing
of a post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities 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 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 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.
ITEM 4. DESCRIPTION OF SECURITIES
The Registrant's common stock is registered
under Section 12(g) of the Exchange Act. The description of the Registrant's common stock
is set forth in the Registrant's registration statement on Form 10-SB12g/A filed with the
SEC on September 20, 2004.
ITEM 5. INTERESTS OF NAMED EXPERTS AND
COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
Section 78.7502 of the Nevada General Corporation Law allows the Company to indemnify
any person who was or is threatened to be made a party to any threatened, pending, or
completed action, suit, or proceeding by reason of the fact that he or she is or was a
director, officer, employee, or agent of the Company or is or was serving at the request
of the Company as a director, officer, employee, or agent of any corporation, partnership,
joint venture, trust or other enterprise. The Company may advance expenses in connection
with defending any such proceeding, provided the indemnitee undertakes to pay any amounts
if it is later determined that the person was not entitled to be indemnified by the
Company.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to
directors, offices or 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 Securities Act, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the Company
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
hereunder, the Company 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM 8. EXHIBITS
Exhibit No.
Description of Exhibits
5.1
Opinion of Thomas J. Craft, Jr., Esq., regarding legality
    of the securities, filed herewith.
23.1
Consent of Thomas J. Craft, Jr., Esq., contained in Exhibit
    5.1 filed herewith.
23.2
Consent of GLO CPAs LLP, Certified Public Accountants,
    filed herewith.
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 10(a)(3) 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; 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) do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Securities and Exchange Commission by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under 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 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:
(i) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the registrant's annual
report pursuant to section 13(a) or section 15(d) of the Exchange Act 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; and
(ii) 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 Securities 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 against
the registrant 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.
(b)
Filings incorporating subsequent Exchange Act documents by
reference.
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 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 above-described provisions or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities act of 1933 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 of 1933 and will be governed by the final adjudication of
such issue.
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 on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized on this November 7, 2008.
Hammonds Industries, Inc.
/s/ Daniel Dror
CEO and Chairman
Exhibit 5.1
Thomas J. Craft, Jr., Esq.
5420 North Ocean Drive, Suite 1605
Singer Island, FL 33404
Phone: (561) 543-2233
November 6, 2008
U.S. Securities and Exchange Commission
100 F Street, NW
Washington, DC 20549
Re:
Hammonds Industries, Inc.
Commission File No. 0-50912
Registration Statement on Form S-8
Gentlemen:
I have been requested by Hammonds
Industries, Inc. (the "Registrant") to furnish an opinion as to matters
hereinafter set forth in connection with this registration statement on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), covering a total of 65,000
shares of the Registrant's common stock to be issued to Ms. Sherry L. Couturier for
services to the Registrant as Chief Financial Officer pursuant to an employment agreement.
In connection with this opinion,
I have reviewed the filings of the Registrant incorporated by reference in this
registration statement and have determined that the Registrant is current in its reporting
obligations under the Securities Exchange of 1934. I have also reviewed other documents of
the Registrant and have determined that the shares, when issued, will have been legally
issued, fully paid and non-assessable. Further, the Registrant has duly authorized the
issuance of the shares and the filing of this registration statement on Form S-8. I hereby
consent to the inclusion of this opinion in the registration statement on Form S-8 being
duly filed with the Securities and Exchange Commission.
Very truly yours,
/s/ Thomas J.
Craft, Jr., Esq.
Thomas J. Craft, Jr., Esq.
Exhibit 23.1
(Contained in Opinion-Exhibit
5.1)