As filed with the Securities and Exchange Commission on April 9, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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BIOMASSE INTERNATIONAL, INC.
(Exact name of registrant as specified in charter)
Florida 65-0909206
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4720, Boulevard Royal, Suite 103
Trois-Rivieres-Ouest, Quebec, Canada G9A 4N1
(Address of principal executive offices, including zip code)
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Consulting.Agreement with
John DeLisa
(Full Title of the Plan)
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4720, Boulevard Royal, Suite 103
Trois-Rivieres-Ouest, Quebec, Canada G9A 4N1
(819) 374-0093
(Name, Address and telephone number of Agent for Service)
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Copy to:
Irving Rothstein, Esq.
Heller, Horowitz & Feit, P.C.
292 Madison Avenue
New York, New York 10017
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CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be offering Price per Aggregate Price Amount of Registration
Registered Registered Share(1) Fee (1)
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Common Stock, $0.001 par value 325,000 $ 0.23 $74,750 $6.88
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(1) Estimated solely for the purpose of calculating the registration
fee. Proposed maximum price is estimated based upon the closing sale price of
the Company's Common Stock within the last five days.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Certain Documents By Reference
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 2001 and Quarterly Report on Form 10-QSB for the fiscal
quarter ended December 31, 2001.
(b) The description of the Common Stock is herein incorporated by
reference to the Company's Registration Statement on Form SB-2, initially filed
on March 2, 2001.
In addition, all documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
offered hereby then remaining unsold, shall be deemed to be incorporated by
reference herein and shall be deemed to be a part hereof from the date of the
filing of each such report or document.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
The validity of the original issuance of the securities offered hereby
will be passed upon for the Company by the law firm of Heller, Horowitz & Feit,
P.C., New York, New York.
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law, as amended,
authorizes the Company to indemnify any director or officer under certain
prescribed circumstances and subject to certain limitations against certain
costs and expenses, including attorney's fees actually and reasonably incurred
in connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which a person is a party by reason of being
a director or officer of the Company if it is determined that such person acted
in accordance with the applicable standard of conduct set forth in such
statutory provisions. The Company's Certificate of Incorporation contains
provisions relating to the indemnification of director and officers and the
Company's By-Laws extends such indemnities to the full extent permitted by
Delaware law.
The Company may also purchase and maintain insurance for the benefit of
any director or officer which may cover claims for which the Company could not
indemnify such persons.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
4.1 Consulting Agreement with John DeLisa.
5. Opinion of Counsel.
24.1 Consent of Counsel (included in Exhibit No. 5).
24.2 Consent of Mark Cohen, CPA.
Item 9. Undertakings
The undersigned small business issuer hereby undertakes to:
(1) 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 of 1933;
(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 end of the estimated maximum offering range may be
reflected in the form of prospectus filed with Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) Include any additional or material information on the plan
of distribution.
(2) For determining liability under the Securities Act of 1933, treat
each post-effective amendment as a new registration statement of the securities
offered, and the offering of securities at that time to be the initial bona fide
offering thereof.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Trois-Rivieres-Ouest and Province of Quebec on
the 26th day of March 2002.
BIOMASSE INTERNATIONAL, INC.
By:/s/Benoit Dufresne
Benoit Dufresne
President
Pursuant to the requirements of the Securities Act of 1933, this registration
statement or amendment has been signed below by the following persons in the
capacities and on the dates indicated:
Name Title Date
/s/Benoit Dufresne
Benoit Dufresne President and Director March 26, 2002
/s/Jean Gagnon
Jean Gagnon VP/Finance and Director March 26, 2002
/s/Pierre H. Vincent
Pierre H. Vincent Director March 26, 2002
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Maurice Robert Director March 26, 2002
/s/Marcel Mongrain
Marcel Mongrain Director March 26, 2002
August 9, 2002
Board of Directors
4720, Boulevard Royal,
Suite 103
Trois-Rivieres-Ouest, Quebec,
Canada G9A 4N1
Gentlemen:
As counsel for your Company, we have examined your certificate of
incorporation, by-laws, and such other corporate records, documents and
proceeding and such questions of law as we have deemed relevant for the purpose
of this opinion.
We have also, as such counsel, examined the Registration Statement (the
"Registration Statement") of your Company on Form S-8, covering the registration
under the Securities Act of 1933, as amended, of 325,000 shares of the Company's
Common Stock which are to be issued to a consultant of the Company (the
"Consulting Stock").
On the basis of such examination, we are of the opinion that:
i. The Company is a corporation duly authorized and validly existing
and in good standing under the laws of the State of Florida, with corporate
power to conduct its business.
ii. The Company has an authorized capitalization of 60,000,000 Shares
of Common Stock.
iii. The Consulting Stock have been duly and validly authorized and
when issued will represent fully paid and non-assessable shares of the Company's
Common Stock.
We hereby consent to the use of our name in the Registration Statement
under the caption "Legal Opinions" and we also consent to the filing of this
opinion as an exhibit thereto.
Very truly yours,
/s/ HELLER, HOROWITZ & FEIT, P.C.
HELLER, HOROWITZ & FEIT, P.C.
HH&F/rs
Exhibit 24.2
CONSENT OF INDEPENDENT AUDITORS
I consent to the use in this Registration Statement on Form S-8 of
Biomasse International, Inc., of my report dated December 20, 2001 appearing in
the 10-KSB which is incorporated by reference.
By: /s/ Mark Cohen
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Mark Cohen C.P.A.
Hollywood, Florida
04/09/02