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<TITLE>Form S-8 for Tango, Inc.</TITLE>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES AND EXCHANGE
COMMISSION<BR>Washington, D.C. 20549 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Form S-8 <BR>REGISTRATION STATEMENT
UNDER <BR>THE SECURITIES ACT OF
1933 </FONT></P>

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<P ALIGN=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>TANGO
INCORPORATED</B><BR>(Exact name of registrant as specified in its charter) </FONT></P>

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<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>Environmental
Strategies and Technologies International, Inc.</B> <BR>(Former name of
Registrant) </FONT></P>






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<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Florida</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">98-019822</FONT></TH></TR>
<TR VALIGN="TOP" align=center>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(State or other jurisdiction of<BR>
incorporation or organization)
</FONT></TD>
     <TD WIDTH="50%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(I.R.S. Employer<BR>
Identification No.)
</FONT></TD></TR>
</TABLE>
<BR>





<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>620-1207 11<SUP>TH</SUP>
Ave SW, Calgary, Alberta T2COM5</B><BR> (Address of Principal Executive Offices
including zip code) </FONT></p>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>2003 Employee Option
Plan</B> <BR>(Full title of the plan) </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Todd Violette <BR>Tango
Incorporated<BR>620-1207
11<SUP>th</SUP> Ave SW <BR>Calgary, Alberta T2COM5 <BR>(403) 228-6962 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>with a copy to <BR>David
J. Feingold, Esq. <BR>Feingold &amp; Kam,
Attorneys At Law <BR>3300 PGA Blvd. Suite 410 <BR>Gardens Plaza Office
Tower <BR> Palm Beach Gardens, Florida 33410<BR> (Name and address of agent for service)</FONT></P>


<P align=center><FONT FACE="Times New Roman, Times, Serif" SIZE=2>561-630-6727 <BR>(Telephone
number, including area code, of agent for service) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Approximate Date of Commencement of
Proposed Sale: As soon as practicable after the Registration Statement becomes effective. </FONT></P><BR>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1 </FONT></P><BR><BR>


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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF
REGISTRATION FEE </FONT></P>






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<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Title of <BR>
Securities<BR>
to be   <BR>
<U>Registered</U>
</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<BR>
Amount  <BR>
to be   <BR>
<U>Registered</U>
</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Proposed<BR>
Maximum <BR>
Offering<BR>
Price  <BR>
<U>Per Share</U>
</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering <BR>
<U>Price</U>
</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>
&nbsp;<BR>
Amount of<BR>
Registration<BR>
<U>Fee</U>
</FONT></TH></TR>
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     <TD WIDTH="20%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Common Stock,<BR>
$.001 par value
</FONT></TD>
     <TD WIDTH="20%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">510,000
</FONT></TD>
     <TD WIDTH="20%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">$.09
</FONT></TD>
     <TD WIDTH="20%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">$45,900
</FONT></TD>
     <TD WIDTH="20%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">$ 5.82
</FONT></TD></TR>
</TABLE>






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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1)&nbsp;&nbsp;&nbsp;&nbsp;
          Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
          solely for the purpose of calculating the registration fee and not as a
          representation as to any actual proposed price or actual total issuance of all
          shares set forth herein. The offering price per share, maximum aggregate
          offering price and registration fee is based upon the average of the high and
          the low price in the market for the common stock on January 23, 2004. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 1. Plan Information </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
name of the registrant is Tango Incorporated f/k/a Environmental Strategies and
Technologies International, Inc. (the &#147;Registrant&#148;). The name of the plan is the
2003/2004 compensation plan to pay for attorneys fees incurred and owing (the
&#147;Plan&#148;). Under the Plan, the Plan administrators may pay outstanding attorney
fee bills either previously owed or to be incurred in the future through the issuance of
common stock or the negotiation of services for the payment in common stock. The present
issuance is for attorneys fees incurred, which are due and owing and have an aggregate
value based on the present stock price of the Registrant of approximately $45,000. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>DESCRIPTION OF REGISTRANT'S SECURITIES</B></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The authorized capital of the
Registrant is 400,000,000 shares of Common Stock having a par value of $0.001, 20,000,000
shares of Preferred Stock having a par value of $0.001 and 12,000,000 shares of Class B
Common Shares having a par value of $0.00, each Class B Common Share having super voting
rights. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Each share of the Common Stock is
entitled to one vote on all matters to be voted on by the shareholders, such as the
election of certain directors and other matters that directly impact the rights of the
holders of such class. There is no cumulative voting in the election of directors. Holders
of Common Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available thereof. In the event of any
dissolution, winding up or liquidation of the Company, the shares of Common Stock will
share ratably in all the funds available for distribution after payment of all debts and
obligations. The holders of Common Stock are subject to any rights that may be fixed for
holders of preferred stock as designated upon issuance. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>ISSUANCE OF SHARES</B></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>At the direction of the
Registrant&#146;s Board of Directors, the attorneys of the Registrant are eligible to
participate in the Plan. In the case of attorneys who are owed money, the Registrant may
waive the receipt of any exercise price in lieu of additional money owed to the attorney
with the plan administrator determining the fair market value of services. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>RESALE RESTRICTIONS</B></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There
are no restrictions on resale upon the purchasers of the Stock from the attorneys. </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 2.  Registrant Information and Employee Plan Annual Information</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Registrant&#146;s Annual Report on Form 10-KSB for the fiscal year ended July 31, 2003 and
all reports filed with the Securities and Exchange Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 subsequent to July 31, 2003 are incorporated
by reference into this Prospectus. Copies of these documents are available to any eligible
employee and consultant, without charge, upon written or oral request made to the
Registrant at 620-1207 11th Ave SW, Calgary Alberta T2C OM5 or telephone number
(1-403-228-6962) </FONT></P>

<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 3. Incorporation of Documents by
Reference. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The following documents are
incorporated by reference into this Registration Statement and made a part hereof: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          The Registrant&#146;s Form SB-2 filed February 27, 2001 and all amendments
          thereto filed under Section 13(a) or 15(d) of Securities Exchange Act of 1934,
          as amended (the &#147;Exchange Act&#148;). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          The Company&#146;s 10-KSB for the fiscal year ended July 31, 2003 and all
          amendments thereto filed under Section 13(a) or 15(d) of the Exchange Act. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          The Registrant&#146;s Form 10-QSB/A for the period ended October 31, 2003. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          All other reports which may be filed by the Registrant pursuant to Section 13(a)
          or 15(d) of the Exchange Act since the end of the fiscal year covered by the
          registrant document referred to in (a) immediately above. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          Any statement contained in a document incorporated or deemed to be incorporated
          by reference herein shall be deemed to be modified or superseded for purposed 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
          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><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 4.   Description of Securities.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The class of securities to be offered
hereby has been registered under Section 12(b) of the Exchange Act by the registrant, and
incorporated by reference.</FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2> Item 5. Interests of Named Experts and Counsel. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The validity of the securities
offered will be passed upon for the Registrant by David J. Feingold, Esq. of the law firm
of Feingold &amp; Kam. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Company consents to the
incorporation by reference of their report on the audited financial statements contained
in the Form 10-KSB filed for the year ended July 31, 2003. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6.  Indemnification of Directors and Officers.</FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We shall indemnify to the fullest
extent permitted by, and in the manner permissible under the laws of the State of Florida,
any person made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or employee at
our request. The Board of Directors, in its discretion, shall have the power on behalf of
the Registrant to indemnify any person, other than a director or officer, made a party to
any action, suit or proceeding by reason of the fact that he/she is or was an employee. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To the extent permitted under Florida
statutes, the Registrant may limit, through indemnification, the personal liability of
their directors or officers in actions, claims or proceedings brought against such person
by reason of that person&#146;s current or former status as an officer or director of the
corporation. We may indemnify our directors or officers if the person acted in good faith
and in a manner the person reasonably believed was, at least, not opposed to the best
interests of the corporation. In the event of a criminal action or proceeding,
indemnification is not available if the person had reasonable cause to believe their
action was unlawful. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Further, in an action brought by us
or in our right, if the person, after exhaustion of all appeals, is found to be liable to
us, or if the person makes payment to us in settlement of the action, indemnification is
available only to the extent a court of competent jurisdiction determines the person is
fairly and reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders; (2) a
majority of a quorum of the Board of Directors consisting of members of the Board who were
not parties to the action, suit or proceeding; (3) if a majority of a quorum of the Board
of Directors consisting of members of the board who were not parties to the action, suit
or proceeding so orders, by independent legal counsel in a written opinion; or (4) if a
quorum of the Board of Directors consisting of members of the Board who were not parties
to the action cannot be obtained, by independent legal counsel in a written opinion. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To the extent that our director or
officer is successful in defending against an action, suit or proceeding brought against
that person as a result of their current or former status as an officer or director, we
may indemnify the person against all expenses actually and reasonably incurred by the
person in connection with their defense. Florida law also allows Florida corporations to
advance expenses of officers and directors incurred in defending a civil or criminal
action as they are incurred, upon receipt of an undertaking by or on behalf of the
director or officer to repay such expenses if it is ultimately determined by a court of
competent jurisdiction that such officer or director is not entitled to be indemnified by
the corporation because such officer or director did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the corporation. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our By-laws provide for the
indemnification of its directors and officers to the maximum extent provided by law. It is
the position of the SEC and certain state securities administrators that any attempt to
limit the liability of persons controlling an issuer under the federal securities laws or
state securities laws is contrary to public policy and therefore unenforceable. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 7. Exemption from Registration
Claimed. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not Applicable. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 8. Exhibits. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>See Exhibit Index and Exhibits
attached hereto. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9. Undertakings. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The undersigned Registrant hereby
undertakes: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)&nbsp;&nbsp;&nbsp;&nbsp;
          To file, during any period in which it offers or sells securities, a post
          effective amendment to this Registration Statement to: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)&nbsp;&nbsp;&nbsp;&nbsp;
          Include any prospectus required by section 10(a)(3) of the Securities Act; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)&nbsp;&nbsp;&nbsp;&nbsp;
          Reflect in the prospectus any facts or events which, individually or together,
          represent a fundamental change in the information in the registration statement;
          and 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 of the
          estimated maximum offering range may be reflected in the form of prospectus
          filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in the volume and price represent no more than twenty percent (20%)
          change in the maximum aggregate offering price set forth in the
          &#147;Calculation of Registration Fee&#148; table in the effective registration
          statement. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)&nbsp;&nbsp;&nbsp;&nbsp;
          Include any additional or changed material information on the plan of
          distribution. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)&nbsp;&nbsp;&nbsp;&nbsp;
          For determining liability under the Securities Act, treat each post effective
          amendment as a new registration statement of the securities offered, and the
          offering of the securities at that time to be the initial bona fide offering. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(3)&nbsp;&nbsp;&nbsp;&nbsp;
          For determining any liability under the Securities Act, treat the information
          omitted from the form of prospectus filed as part of this registration statement
          in reliance upon Rule 430A and contained in a form of prospectus filed by the
          small business issuer under Rule 424(b)(1), or (4) or 497(h) under the
          Securities Act as part of this registration statement as of the time Commission
          declared it effective. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(4)&nbsp;&nbsp;&nbsp;&nbsp;
          For determining any liability under the Securities Act, treat each post
          effective amendment as a new registration statement for the securities offered,
          and the offering of the securities at that time to be the initial bona fide
          offering. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the &#147;Act&#148;),
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 in 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. </FONT></P>

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<A NAME=A024></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" 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 on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Calgary, Alberta on June 30, 2003. 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 date indicated: </FONT></P>

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<A NAME=A025></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Tango Incorporated </FONT></P>

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<A NAME=A026></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>/s/ Todd Violette</U> <BR>By: Todd Violette,
Officer and Director<BR>620-1207 11<SUP>th</SUP> Ave SW<BR>Calgary, Alberta T2C OM5 <BR>403-228-6962 </FONT></P>

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<A NAME=A030></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>/s/ Sameer Hirji</U> <BR>
By: Sameer Hirji, Officer and Director </FONT></P>

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<A NAME=A032></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT INDEX </FONT></P>











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     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U>Exhibit No.</U></FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><U>Exhibit Item</U></FONT></TH></TR>
<TR VALIGN="TOP">
     <TD WIDTH="20%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">3.1 <BR>
&nbsp;&nbsp;&nbsp;&nbsp;<BR>
<BR>
3.2 <BR>
<BR>
3.3 <BR>
<BR>
4.1 <BR>
<BR>
&nbsp;&nbsp;5 <BR>
<BR>
10.1<BR>
<BR>
23
</FONT></TD>
     <TD WIDTH="80%"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Articles of Incorporation and Form 10-QSB for the period ended<BR>
amendments thereto April 30, 2003<BR>
<BR>
Articles of Amendment (Name Change)<BR>
<BR>
Bylaws Form 10-QSB for the period ended March 31, 1999<BR>
<BR>
2003 Employee Stock Option Plan Filed herewith<BR>
<BR>
Opinion Re: Legality and Consent Filed herewith<BR>
<BR>
2003/04 Stock Option Plan<BR>
<BR>
Consent of Experts
</FONT></TD></TR>
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[{"type": "S-8", "sequence": "1", "filename": "tangos8.htm", "secsgml_size_bytes": 26978}]
{"company-data": {"conformed-name": "TANGO INC", "cik": "0001093902", "assigned-sic": "2390", "irs-number": "980198225", "state-of-incorporation": "FL", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-112291", "film-number": "04551237"}, "business-address": {"street1": "620-1207 11TH AVE SW", "street2": ".", "city": "CALGARY", "state": "A0", "zip": "T3C 0M5", "phone": "403-228-6962"}, "mail-address": {"street1": "620-1207 11TH AVE SW", "street2": ".", "city": "CALGARY", "state": "A0", "zip": "T3C 0M5"}, "former-company": [{"former-conformed-name": "ENVIRONMENTAL STRATEGIES & TECHNOLOGIES INTERNATIONAL INC", "date-changed": "20020610"}, {"former-conformed-name": "PHON NET COM INC", "date-changed": "19990825"}]}
Form S-8 for Tango, Inc.
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
TANGO
INCORPORATED
(Exact name of registrant as specified in its charter)
Environmental
Strategies and Technologies International, Inc.
(Former name of
Registrant)
Florida
98-019822
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
620-1207 11
TH
Ave SW, Calgary, Alberta T2COM5
(Address of Principal Executive Offices
including zip code)
2003 Employee Option
Plan
(Full title of the plan)
Todd Violette
Tango
Incorporated
620-1207
11
th
Ave SW
Calgary, Alberta T2COM5
(403) 228-6962
with a copy to
David
J. Feingold, Esq.
Feingold & Kam,
Attorneys At Law
3300 PGA Blvd. Suite 410
Gardens Plaza Office
Tower
Palm Beach Gardens, Florida 33410
(Name and address of agent for service)
561-630-6727
(Telephone
number, including area code, of agent for service)
Approximate Date of Commencement of
Proposed Sale: As soon as practicable after the Registration Statement becomes effective.
1
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,
$.001 par value
510,000
$.09
$45,900
$ 5.82
1)    
          Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
          solely for the purpose of calculating the registration fee and not as a
          representation as to any actual proposed price or actual total issuance of all
          shares set forth herein. The offering price per share, maximum aggregate
          offering price and registration fee is based upon the average of the high and
          the low price in the market for the common stock on January 23, 2004.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The
name of the registrant is Tango Incorporated f/k/a Environmental Strategies and
Technologies International, Inc. (the "Registrant"). The name of the plan is the
2003/2004 compensation plan to pay for attorneys fees incurred and owing (the
"Plan"). Under the Plan, the Plan administrators may pay outstanding attorney
fee bills either previously owed or to be incurred in the future through the issuance of
common stock or the negotiation of services for the payment in common stock. The present
issuance is for attorneys fees incurred, which are due and owing and have an aggregate
value based on the present stock price of the Registrant of approximately $45,000.
DESCRIPTION OF REGISTRANT'S SECURITIES
The authorized capital of the
Registrant is 400,000,000 shares of Common Stock having a par value of $0.001, 20,000,000
shares of Preferred Stock having a par value of $0.001 and 12,000,000 shares of Class B
Common Shares having a par value of $0.00, each Class B Common Share having super voting
rights.
Each share of the Common Stock is
entitled to one vote on all matters to be voted on by the shareholders, such as the
election of certain directors and other matters that directly impact the rights of the
holders of such class. There is no cumulative voting in the election of directors. Holders
of Common Stock are entitled to receive such dividends as may be declared from time to
time by the Board of Directors out of funds legally available thereof. In the event of any
dissolution, winding up or liquidation of the Company, the shares of Common Stock will
share ratably in all the funds available for distribution after payment of all debts and
obligations. The holders of Common Stock are subject to any rights that may be fixed for
holders of preferred stock as designated upon issuance.
ISSUANCE OF SHARES
At the direction of the
Registrant's Board of Directors, the attorneys of the Registrant are eligible to
participate in the Plan. In the case of attorneys who are owed money, the Registrant may
waive the receipt of any exercise price in lieu of additional money owed to the attorney
with the plan administrator determining the fair market value of services.
RESALE RESTRICTIONS
There
are no restrictions on resale upon the purchasers of the Stock from the attorneys.
ITEM 2.  Registrant Information and Employee Plan Annual Information
The
Registrant's Annual Report on Form 10-KSB for the fiscal year ended July 31, 2003 and
all reports filed with the Securities and Exchange Commission pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 subsequent to July 31, 2003 are incorporated
by reference into this Prospectus. Copies of these documents are available to any eligible
employee and consultant, without charge, upon written or oral request made to the
Registrant at 620-1207 11th Ave SW, Calgary Alberta T2C OM5 or telephone number
(1-403-228-6962)
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by
Reference.
The following documents are
incorporated by reference into this Registration Statement and made a part hereof:
(a)    
          The Registrant's Form SB-2 filed February 27, 2001 and all amendments
          thereto filed under Section 13(a) or 15(d) of Securities Exchange Act of 1934,
          as amended (the "Exchange Act").
(b)    
          The Company's 10-KSB for the fiscal year ended July 31, 2003 and all
          amendments thereto filed under Section 13(a) or 15(d) of the Exchange Act.
(c)    
          The Registrant's Form 10-QSB/A for the period ended October 31, 2003.
(d)    
          All other reports which may be filed by the Registrant pursuant to Section 13(a)
          or 15(d) of the Exchange Act since the end of the fiscal year covered by the
          registrant document referred to in (a) immediately above.
(e)    
          Any statement contained in a document incorporated or deemed to be incorporated
          by reference herein shall be deemed to be modified or superseded for purposed 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
          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 class of securities to be offered
hereby has been registered under Section 12(b) of the Exchange Act by the registrant, and
incorporated by reference.
Item 5. Interests of Named Experts and Counsel.
The validity of the securities
offered will be passed upon for the Registrant by David J. Feingold, Esq. of the law firm
of Feingold & Kam.
The Company consents to the
incorporation by reference of their report on the audited financial statements contained
in the Form 10-KSB filed for the year ended July 31, 2003.
Item 6.  Indemnification of Directors and Officers.
We shall indemnify to the fullest
extent permitted by, and in the manner permissible under the laws of the State of Florida,
any person made, or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or employee at
our request. The Board of Directors, in its discretion, shall have the power on behalf of
the Registrant to indemnify any person, other than a director or officer, made a party to
any action, suit or proceeding by reason of the fact that he/she is or was an employee.
To the extent permitted under Florida
statutes, the Registrant may limit, through indemnification, the personal liability of
their directors or officers in actions, claims or proceedings brought against such person
by reason of that person's current or former status as an officer or director of the
corporation. We may indemnify our directors or officers if the person acted in good faith
and in a manner the person reasonably believed was, at least, not opposed to the best
interests of the corporation. In the event of a criminal action or proceeding,
indemnification is not available if the person had reasonable cause to believe their
action was unlawful.
Further, in an action brought by us
or in our right, if the person, after exhaustion of all appeals, is found to be liable to
us, or if the person makes payment to us in settlement of the action, indemnification is
available only to the extent a court of competent jurisdiction determines the person is
fairly and reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders; (2) a
majority of a quorum of the Board of Directors consisting of members of the Board who were
not parties to the action, suit or proceeding; (3) if a majority of a quorum of the Board
of Directors consisting of members of the board who were not parties to the action, suit
or proceeding so orders, by independent legal counsel in a written opinion; or (4) if a
quorum of the Board of Directors consisting of members of the Board who were not parties
to the action cannot be obtained, by independent legal counsel in a written opinion.
To the extent that our director or
officer is successful in defending against an action, suit or proceeding brought against
that person as a result of their current or former status as an officer or director, we
may indemnify the person against all expenses actually and reasonably incurred by the
person in connection with their defense. Florida law also allows Florida corporations to
advance expenses of officers and directors incurred in defending a civil or criminal
action as they are incurred, upon receipt of an undertaking by or on behalf of the
director or officer to repay such expenses if it is ultimately determined by a court of
competent jurisdiction that such officer or director is not entitled to be indemnified by
the corporation because such officer or director did not act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the corporation.
Our By-laws provide for the
indemnification of its directors and officers to the maximum extent provided by law. It is
the position of the SEC and certain state securities administrators that any attempt to
limit the liability of persons controlling an issuer under the federal securities laws or
state securities laws is contrary to public policy and therefore unenforceable.
Item 7. Exemption from Registration
Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index and Exhibits
attached hereto.
Item 9. Undertakings.
The undersigned Registrant hereby
undertakes:
(1)    
          To file, during any period in which it offers or sells securities, a post
          effective amendment to this Registration Statement to:
(i)    
          Include any prospectus required by section 10(a)(3) of the Securities Act;
(ii)    
          Reflect in the prospectus any facts or events which, individually or together,
          represent a fundamental change in the information in the registration statement;
          and 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 of the
          estimated maximum offering range may be reflected in the form of prospectus
          filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
          changes in the volume and price represent no more than twenty percent (20%)
          change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement.
(iii)    
          Include any additional or changed material information on the plan of
          distribution.
(2)    
          For determining liability under the Securities Act, treat each post effective
          amendment as a new registration statement of the securities offered, and the
          offering of the securities at that time to be the initial bona fide offering.
(3)    
          For determining any liability under the Securities Act, treat the information
          omitted from the form of prospectus filed as part of this registration statement
          in reliance upon Rule 430A and contained in a form of prospectus filed by the
          small business issuer under Rule 424(b)(1), or (4) or 497(h) under the
          Securities Act as part of this registration statement as of the time Commission
          declared it effective.
(4)    
          For determining any liability under the Securities Act, treat each post
          effective amendment as a new registration statement for the securities offered,
          and the offering of the securities at that time to be the initial bona fide
          offering.
Insofar as indemnification for
liabilities arising under the Securities Act of 1933, as amended (the "Act"),
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 in 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.
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 on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Calgary, Alberta on June 30, 2003. 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 date indicated:
Tango Incorporated
/s/ Todd Violette
By: Todd Violette,
Officer and Director
620-1207 11
th
Ave SW
Calgary, Alberta T2C OM5
403-228-6962
/s/ Sameer Hirji
By: Sameer Hirji, Officer and Director
EXHIBIT INDEX
Exhibit No.
Exhibit Item
3.1
3.2
3.3
4.1
5
10.1
23
Articles of Incorporation and Form 10-QSB for the period ended
amendments thereto April 30, 2003
Articles of Amendment (Name Change)
Bylaws Form 10-QSB for the period ended March 31, 1999
2003 Employee Stock Option Plan Filed herewith
Opinion Re: Legality and Consent Filed herewith
2003/04 Stock Option Plan
Consent of Experts