As filed with the Securities and Exchange Commission on August 16, 2005
Registration No. 333-126514
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM SB-2
(Amendment No. 1)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BAROSSA COFFEE COMPANY, INC.
(Name of small business issuer in its charter)
Nevada 5810 20-2641871
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
311 S. State, Suite 460, Salt Lake City, Utah 84111
(801) 364-9262
(Address and telephone number of principal executive offices and
place of business)
Adam Gatto
311 S. State, Suite 460, Salt Lake City, Utah 84111
(801) 364-9262
(Name, address and telephone number of agent for service)
Copies to:
Thomas G. Kimble & Van L. Butler
THOMAS G. KIMBLE & ASSOCIATES
311 South State Street, #440
Salt Lake City, Utah 84111
(801) 531-0066
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after
the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount
of Securities to be Registered Offering Price/Unit Aggregate Price of fee
Registered
Common stock $.001 400,000 $0.25 $ 100,000 $ 11.77
par value, _______
TOTALS $ 11.77
=======
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section
8(a), may determine.
400,000 SHARES
BAROSSA COFFEE COMPANY, INC.
COMMON STOCK
This is an initial public offering of shares of common stock of Barossa
Coffee Company, Inc. We are offering, on a "best efforts minimum/maximum"
basis, up to 400,000 shares of $.001 par value common stock, at a price of
$0.25 per share, to be sold without any underwriting discounts, commissions or
other underwriting arrangements. No broker-dealer is participating in this
offering, and no sales commissions will be paid to any person in connection
with this offering. Prior to this offering, there has been no public market
for the common stock. The common stock is not listed on any national
securities exchange or the Nasdaq Stock Market. We intend to apply to have our
stock quoted on the OTC Bulletin Board, but cannot guarantee that we will meet
the eligibility criteria for quotation.
INVESTING IN OUR COMMON STOCK INVOLVES SUBSTANTIAL RISKS. YOU ARE CAUTIONED
NOT TO INVEST UNLESS YOU CAN AFFORD TO RISK LOSS OF YOUR ENTIRE INVESTMENT.
WE URGE YOU TO READ THE "RISK FACTORS" SECTION OF THIS PROSPECTUS BEGINNING ON
PAGE 4 AND THE REST OF THIS PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Price to Commissions & Proceeds to
Public(1)(3) Discounts(1)(2)Barossa (2)(3)
Per Share $0.25 $.00 $0.25
Total Minimum $ 50,000 $.00 $ 50,000
Total Maximum $100,000 $.00 $100,000
1 We offer the securities for cash, payable when you subscribe.
We will manage the offering and sell the shares without any discounts
or other commissions.
2 Proceeds to Barossa are shown before deducting offering expenses payable
by us estimated at $15,000 for legal and accounting fees and printing
costs.
3 We will promptly deposit proceeds into an escrow account until we
receive subscriptions for at least 200,000 shares. If we do not receive
at least $50,000 in subscriptions within 120 days from the date of this
prospectus, or 150 days if we extend the offering period for 30
additional days, we will promptly refund all proceeds, without interest
or deduction, to subscribers. You will have no right to return or use
of your funds during the offering period, which may last up to 150 days.
The date of this prospectus is , 2005
Table of contents Page
Prospectus summary . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Comparative data . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Use of proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Market information & dividend policy . . . . . . . . . . . . . . . .10
Management's Discussion and Analysis . . . . . . . . . . . . . . . .11
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Available information. . . . . . . . . . . . . . . . . . . . . . . .15
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Principal shareholders . . . . . . . . . . . . . . . . . . . . . . .17
Certain transactions . . . . . . . . . . . . . . . . . . . . . . . .18
Description of securities. . . . . . . . . . . . . . . . . . . . . .19
Shares eligible for future sale. . . . . . . . . . . . . . . . . . .20
Plan of distribution . . . . . . . . . . . . . . . . . . . . . . . .21
Legal matters. . . . . . . . . . . . . . . . . . . . . . . . . . . .23
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
Financial statements . . . . . . . . . . . . . . . . . . . . . . . F-1
PROSPECTUS SUMMARY
Barossa Coffee Company, Inc. intends to engage, through a wholly
owned subsidiary, Alchemy Coffee Company, Inc., in the coffee/cafe
industry and specialize in the sale of coffee made from the highest
quality, fresh locally- roasted coffee beans, and Italian style espresso
related beverages. We plan to engage in the sale of coffee, as well as
organic food and baked goods, teas, juices, and specific health foods
and beverages. We have no product or operations yet, and cannot assure
you we will have operations in the future or ever become profitable. We
have received a going concern opinion from our auditors due to the
uncertainties which arise from the net losses and accumulated deficit
($1,677 at June 30, 2005). Our offices are located at 311 S. State,
Suite 460, Salt Lake City, Utah 84111. Our telephone number is (801)
364-9262.
THE OFFERING
Securities 400,000 shares of our common stock.
offered
Offering Prices $0.25 per share, payable in cash when you subscribe.
Plan of Distribution We will manage the offering and sell the shares
without any discounts or other commissions.
Offering proceeds will be held in escrow pending
completion or termination of the offering. The
offering will terminate 120 days from the date
of this prospectus (or 150 days if extended by
us for an additional 30 days). Funds held in
escrow will be returned to subscribers, usually within
an extra day or two beyond the termination date
(to allow for clearance of funds), without interest
or any deduction, unless the offering is completed
on or before that date upon receipt of subscriptions
for at least the minimum offering amount
($50,000).
Use of Proceeds We could receive as much as $100,000 from sale
of the common stock, if all 400,000 shares are
sold. Proceeds will be used for purchase of
equipment and merchandise, building renovation
and improvements, and to provide additional
working capital.
Escrow Agent Brighton Bank, 311 South State Street, Salt Lake
City, Utah 84111 will serve as escrow agent for
receipt of the proceeds from this offering.
Transfer Agent Interwest Transfer Company, Inc., 1981 East 4800
South, Suite 100, Salt Lake City, Utah 84117,(801)
272-9294, will serve as transfer agent and
registrar for the securities.
Securities We are authorized to issue up to 50,000,000
Outstanding shares of common stock and presently have
1,800,000 shares of common stock issued and
outstanding.
RISK FACTORS
You should not purchase these securities if you cannot afford to risk
the loss of your entire investment. The securities involve a high degree of
risk. You should carefully consider the following risk factors and all other
information in this prospectus before investing. You should not place undue
reliance on forward-looking statements in this prospectus. This prospectus
contains forward-looking statements that involve risks and uncertainties. In
this prospectus the words "anticipates","believes", "plans", "expects",
"future", "intends" and similar expressions are used to identify these
forward-looking statements. Our actual results could differ materially from
those anticipated in these forward-looking statements for many reasons,
including the risks we face as described in "Risk Factors" and elsewhere in
this prospectus.
AS A START-UP OR DEVELOPMENT STAGE ENTITY, WE CANNOT CONTINUE IN
BUSINESS IF WE DO NOT ACHIEVE PROFITABLE OPERATIONS, AND WE DO NOT KNOW WHEN,
IF EVER, OUR PROPOSED BUSINESS MAY BECOME PROFITABLE. We were only recently
incorporated in March 2005, and have not commenced operations. The specialty
coffee market is highly competitive. Some if not most of our competitors have
greater financial and marketing resources and name recognition. We will
compete with a number of specialty coffee retailers including Starbuck's
Coffee as well as other lesser known companies which operate retail coffee
outlets within a radius of a few miles of our proposed location. We have
incurred net losses since inception and had an accumulated deficit at June 30,
2005. We expect to incur losses initially upon commencing operations, may
experience continued losses and are not assured that we will ever become
profitable in the future.
YOU RISK THE LOSS OF YOUR ENTIRE INVESTMENT IF WE ARE NOT ABLE TO
CONTINUE AS A GOING CONCERN. The independent auditors have expressed
substantial doubt about our ability to continue as a going concern. Their
report includes a going concern qualification because the financial statements
do not include any adjustments that might result from the outcome of the
uncertainties which arise from the net losses and accumulated deficit. Due to
this, we do not know whether offering proceeds will be sufficient to sustain
our operations for at least a year, or whether and how much additional funding
we may require before then, especially if only the minimum is raised.
IF WE DO NOT RECEIVE AT LEAST THE MINIMUM AMOUNT OF PROCEEDS FROM THIS
OFFERING WE WILL NOT HAVE THE CAPITAL NECESSARY TO DEVELOP AND EXPAND OUR
PROPOSED BUSINESS. The amount of capital currently available to us is very
limited and does not enable us to develop and expand our business. We are
dependent upon this offering to provide the working capital necessary to
commence operations. Our existing working capital is not sufficient to allow
us to execute our business plan. If proceeds from this offering and our
existing capital are not sufficient to enable us to develop and expand our
business and generate a profit, we may need additional financing. We have no
commitments or arrangements for financing from commercial lenders or other
sources.
WE ARE DEPENDENT UPON THE KNOWLEDGE, EXPERIENCE AND SERVICES OF THE
INDIVIDUALS WHO COMPRISE CURRENT MANAGEMENT TO IMPLEMENT OUR BUSINESS PLAN,
AND HAVE NO ASSURANCE OF THEIR CONTINUED AVAILABILITY. We will not be able to
commence or continue our proposed business without these persons, especially
Jason Briggs, who will manage our coffee shop and initially be our sole
employee. There are no other officers or directors. We have no employment
agreement and are not assured that the services of the officers will continue
to be available for any specified length of time.
OUR DEPENDENCE ON THE SALE OF COFFEE PRODUCTS AND LACK OF
DIVERSIFICATION MAY AFFECT THE SUCCESS OF OUR BUSINESS IF THERE IS
INSUFFICIENT DEMAND FOR THESE PRODUCTS. Our proposed business will be centered
on the sale of coffee beverages: espresso, cappuccino, coffee and teas. We
have yet to open our location. We expect that substantially all of our revenue
will be derived from the sale of coffee beverages once we are operational.
IF THERE IS INSUFFICIENT DEMAND OR A DECREASE IN DEMAND FOR COFFEE
BEVERAGES WHERE OUR PROPOSED BUSINESS WILL BE LOCATED, OPERATING RESULTS AND
FINANCIAL CONDITION WILL SUFFER. Significant health or other concerns with
respect to coffee consumption, seasonal variation and adverse economic or
other conditions could all result in decreased coffee consumption and have a
material adverse effect on our proposed business
OUR SUPPLY COSTS MAY BE HIGHER THAN WE EXPECT BECAUSE OF FLUCTUATIONS IN
AVAILABILITY AND COST OF ROASTED COFFEE. We do not expect be able to roast any
of our own coffees unless and until we have sufficient funds to acquire a
roasting machine, the timing of which, we are not assured. We expect the costs
involved in acquiring and operating a roasting machine to be approximately
$35-40,000, but may be more or less than that. We may not be able to acquire
or lease one at all, especially if less than all 400,000 shares offered are
sold. Until then, we expect to enter into periodic supply agreements with
third parties. At this time we have no established supply relationships. We
may be unable to enter into supply contracts with third parties to supply high
quality roasted beans. There is no assurance that we will be able to establish
a suitable supply relationship for roasted coffee or, if established, that
such sources of supply would be able to provide us with the quantities or the
quality of roasted beans that we may require. Any inability to enter into a
suitable supply agreement could have a material adverse effect on our
business.
ANY SUPPLIER FROM WHOM WE MIGHT PURCHASE COFFEE, IS SUBJECT TO
VOLATILITY IN THE SUPPLY AND PRICE OF GREEN COFFEE BEANS. Although most coffee
trades in the commodity market, coffee of the quality we intend to purchase
typically trades on a negotiated basis at a substantial premium above
commodity coffee pricing, depending on the supply and demand at the time of
purchase. Supply and price can be affected by many factors such as weather,
economics and/or politics in the producing countries. At various times,
organizations representing those interests such as the International Coffee
Organization and other groups such as the Association of Coffee Producing
Countries have attempted to reach agreements or take actions that cause prices
to rise.
COFFEE PRICES ARE EXTREMELY VOLATILE. We believe that increases in the
cost of purchased coffee can, to a certain extent, be passed through to
customers in the form of higher prices for the beans and beverages sold. We
believe that our customers will accept reasonable price increases made
necessary by increased costs. Our ability to raise prices, however, may be
limited by competitive pressures if other espresso coffee retailers in our
market do not raise prices in response to increased coffee prices. Any
inability to pass through higher coffee prices in the form of higher retail
prices for beans and beverages could have a material adverse effect on
business profitability. Alternatively, if coffee prices remain too low, there
could be adverse impacts on the level of supply and quality of coffees
available from producing countries, which could also have a material adverse
effect on our efforts.
COMPLIANCE WITH HEALTH AND OTHER GOVERNMENT REGULATIONS APPLICABLE TO
OUR BUSINESS WILL RESULT IN INCREASED COSTS OF OPERATIONS, WHICH COULD
ADVERSELY EFFECT OUR FINANCIAL CONDITION. The coffee business is subject to
various local, state and federal governmental regulations, standards and other
requirements for food storage, preparation facilities, food handling
procedures and labor standards. We are also subject to license and permit
requirements relating to health and safety. If we encounter difficulties in
obtaining any necessary licenses or permits or complying with these ongoing
and changing regulatory requirements we may have difficulty or may not even be
able to open our coffee business. The occurrence of any of these problems
could materially harm the success of our business and result in the entire
loss of your investment.
SUBSCRIBERS RISK LOSS OF USE OF FUNDS SUBSCRIBED, WITH NO RETURN DURING
THE OFFERING PERIOD, AND NO ASSURANCE OF RECEIVING ANY INVESTMENT IN BAROSSA.
You are not assured that all or any shares will be sold. Shares are offered on
a "best efforts, minimum-maximum basis". There is no underwriter and no firm
commitment from anyone, including affiliates, to purchase all or any of the
shares offered. If subscriptions for a minimum of 200,000 shares are not
received within the offering period, which could last up to 150 days, escrow
provisions require that all funds received be promptly refunded. If refunded,
subscribers will receive no interest on their funds. During the offering
period, they will not have any use or right to return of the funds. Current
shareholders may, but have made no commitment, nor indicated they intend to,
purchase shares in the offering. Any purchases by affiliates will be made for
investment purposes only and not for resale, but may be made in order to reach
the minimum offering amount.
INVESTORS WILL NOT HAVE THE BENEFIT OF ASSURANCES THAT AN UNDERWRITER'S
INDEPENDENT DUE DILIGENCE REVIEW PROVIDES. Because we have not engaged the
services of an underwriter, the independent due diligence review ordinarily
performed by an underwriter and its legal counsel, has not been performed in
this offering. Investors will not have the assurance that an independent due
diligence review provides of the adequacy or accuracy of the information in
this prospectus.
YOU ARE NOT ASSURED YOU WILL BE ABLE TO SELL YOUR COMMON STOCK IN THE
FUTURE AT A PRICE WHICH EQUALS OR EXCEEDS THE OFFERING PRICE. The offering
price of the shares was arbitrarily determined by us and set at a level
substantially in excess of prices recently paid for securities of the same
class. The price bears no relationship to our assets, earnings, book value,
net worth or other objective standards of value. In no event should the
offering price be regarded as an indicator of any future market price of our
securities. Subscribers risk paying an amount in excess of what they will
ultimately receive.
YOU MAY NOT BE ABLE TO LIQUIDATE YOUR INVESTMENT READILY OR AT ALL WHEN
YOU NEED OR DESIRE TO SELL. There has been no active public trading market
for our common stock. You are not assured that an active trading market will
ever develop. If a market does develop, we cannot guarantee that it will
continue. We intend to apply to have our stock quoted on the OTC Bulletin
Board; however, we cannot guarantee that we will meet the eligibility criteria
for quotation. As a result, an investment in our common stock is and may
remain totally illiquid.
OUR COMMON STOCK IS CONSIDERED A PENNY STOCK UNDER RULES PROMULGATED BY
THE SECURITIES AND EXCHANGE COMMISSION AND IS SUBJECT TO THE PENNY STOCK
RULES. THE LIKELY EFFECT OF DESIGNATION AS A PENNY STOCK IS TO DECREASE THE
WILLINGNESS OF BROKER-DEALERS TO MAKE A MARKET FOR THE STOCK, TO DECREASE THE
LIQUIDITY OF THE STOCK AND INCREASE THE TRANSACTION COST OF SALES AND
PURCHASES OF THESE STOCKS COMPARED TO OTHER SECURITIES. Under these rules,
additional sales practice requirement are imposed on broker-dealers who sell
such securities to persons other than established customers and accredited
investors; broker-dealers participating in transactions in these securities
must first deliver a risk disclosure document which describes risks associated
with these stocks, broker-dealers' duties, customers' rights and remedies,
market and other information, and make suitability determinations approving
the customers for these stock transactions based on financial situation,
investment experience and objectives, prior to the sale. Broker-dealers must
also disclose these restrictions in writing, provide monthly account
statements to customers, and obtain specific written consent of each customer.
The rules may affect the ability of broker-dealers to sell the securities and
may also affect the ability of purchasers of the shares to sell the shares in
the secondary market.
INVESTORS IN THIS OFFERING WILL OWN LESS THAN 20% AND WILL HAVE NO
ABILITY TO REMOVE, CONTROL OR DIRECT MANAGEMENT. Our stock ownership is
concentrated in a small number of current stockholders. Present shareholders
will still own a majority of the outstanding securities upon completion of
this offering. The two largest shareholders, if acting together, will have
absolute voting control.
DILUTION
You will suffer substantial dilution in the purchase price of your stock
compared to the net tangible book value per share immediately after the
purchase. The exact amount of dilution will vary depending upon the number of
shares that are sold.
Dilution is the difference between the offering price of $0.25 per
share, and the net tangible book value per share of common stock immediately
after its purchase. Net tangible book value per share is calculated by
subtracting total liabilities from total assets less intangible assets, and
then dividing by the number of shares of common stock then outstanding. Based
on the June 30, 2005, financial statements, net tangible book value was
$16,323 or about $.009 per common share. Before sale of any shares, 1,800,000
shares of common stock are outstanding.
If all 400,000 shares get sold, which is not assured or likely,
2,200,000 shares of common stock will then be outstanding. The estimated pro
forma net tangible book value, which gives effect to receipt of the net
proceeds from the offering and issuance of the additional shares of common
stock, but does not take into consideration any other changes in net tangible
book value after June 30, 2005, would then be $101,323 or about $.046 per
share. This would result in dilution to investors in this offering of $.204
per share, or 82% of the public offering price of $0.25 per share. Net
tangible book value per share would increase to the benefit of present
stockholders from $.009 before the offering to $.046 after the offering, or an
increase of $.037 per share due to sale of the shares.
If 300,000 shares get sold, 2,100,000 shares of common stock will then
be outstanding. The estimated post offering, pro forma net tangible book
value will be $76,323 or approximately $.036 per share. This would result in
dilution to investors in this offering of $.214 per share, or 86% of the
public offering price of $0.25 per share. Net tangible book value per share
would increase to the benefit of present stockholders from $.009 before the
offering to $.036 after the offering, or an increase of $.027 per share due to
sale of the shares. If only the minimum number of shares (200,000) get sold,
2,000,000 shares of common stock will then be outstanding. The estimated post
offering, pro forma net tangible book value will be $51,323 or approximately
$.026 per share. This would result in dilution to investors in this offering
of $.224 per share, or 90% from the public offering price of $0.25 per share.
Net tangible book value per share would increase to the benefit of present
stockholders from $.009 prior to the offering to $.026 after the offering, or
an increase of $.017 per share attributable to the purchase of the shares by
investors in this offering.
The following table shows the estimated net tangible book value (NTBV)
per share before and after sale of the shares and dilution to persons
purchasing the common stock, alternatively assuming only 200,000 shares, then
300,000 shares, then all 400,000 shares get sold.
Sale of: 200,000 shares300,000shares400,000shares
Offering price/share $0.25 $0.25 $0.25
NTBV per share before sale $.009
$.009 $.009
Change due to this offering .017 .027 .037
Pro forma NTBV after sale
.026 .036 .046
Dilution $ .224 $ .214 $.204
Dilution will range somewhere between these amounts if more
than the minimum but less than all shares get sold.
COMPARATIVE DATA
The following chart shows prices paid for, and proportionate ownership
in Barossa represented by, common stock purchased since inception by initial
shareholders and other present shareholders, compared to the price that will
be paid and proportionate ownership represented by common stock that will be
acquired by investors in this offering, under alternative minimum and maximum
offering assumptions.
MINIMUM OFFERING Shares PercentCash Paid Percent
Owned Price/share
Present 1,800,000 90% $ 18,000 26.4% $0.01
Shareholders
New Investors 200,000 10% $ 50,000 73.5% $0.25
MAXIMUM OFFERING Shares PercentCash Paid Percent
Owned Price/share
Present 1,800,000 82% $ 18,000 15.3% $0.01
Shareholders
New Investors 400,000 18% $100,000 84.7% $0.25
USE OF PROCEEDS
The net proceeds from the sale of the shares of common stock at the
offering price of $0.25 per share will vary depending upon the total number of
shares sold. We do not know if all or any shares will be sold. If all shares
get sold, which is not assured, we would receive gross proceeds of $100,000.
Regardless of the number of shares sold, we expect to incur offering expenses
estimated at $15,000 for legal, accounting, printing and other costs in
connection with the offering. The following table shows gross and net proceeds
under the minimum and maximum offering, and management's present estimate of
how net proceeds are expected to be used. Actual receipts and expenditures may
vary from these estimates. Until needed, we may invest the net proceeds in
investment-grade, short-term, interest bearing securities.
Minimum Maximum
Offering
Offering
Gross Proceeds $ 50,000 $ 75,000 $100,000
Offering Expenses 15,000 15,000 15,000
NET OFFERING PROCEEDS $ 35,000 $ 60,000 $ 85,000
Purchase of equipment & furniture(1) $10,000 $20,000 $ 23,550
Building improvements/remodeling (2) 7,000 23,000 28,000
Reserve for roasting machines (3) -0- -0- 36,000
Management Compensation (4) 18,000 18,000 18,000
Initial Operating Expenses &
Working Capital (5) 4,000
TOTAL $ 35,000 $ 60,000 $ 85,000
1) We intend to use a portion of the proceeds of this offering to purchase
equipment, furniture and furnishings that will enable us to commence
active business operations. If less than all shares are sold, we will
delay or defer purchasing selected items until funds are available from
operations, financing or elsewhere. There is no assurance of such
funding.
2) We intend to use a portion of the proceeds of this offering for
completion of building improvements.
3) If sufficient funds are available, a portion of the proceeds will be
allocated for acquisition of a roasting machine to enable us to roast
the coffee beans in house. Until we have sufficient funds available for
acquisition of the roasting machine either from offering proceeds or
working capital generated from operations, we will purchase roasted
beans wholesale.
4) Upon completion of this offering, management will be compensated with a
salary of $3,000 per month, to be paid from proceeds during the start up
period of operations until the business is able to generate revenues
from operations to cover expenses. We allocated funds for a period of
six months.
5) We plan to use a portion of the proceeds to provide general working
capital to meet other operating expenses during the start up period of
operations and the business is able to generate revenues from operations
to cover expenses. These expenses include general and administrative
expenses and all other expenses not categorized above.
MARKET INFORMATION & DIVIDEND POLICY
Prior to this offering, there has been no public market for the common
stock. Our common stock has not been quoted and is not listed on any national
securities exchange or the Nasdaq Stock Market, and has not been traded in the
over-the-counter market. No shares are subject to outstanding options or
warrants to purchase, nor are there any outstanding securities convertible
into common equity.
Our common stock is considered a low priced security under rules
promulgated by the Securities and Exchange Commission. Under these rules,
broker-dealers participating in transactions in these securities must first
deliver a risk disclosure document which describes risks associated with these
stocks, broker-dealers' duties, customers' rights and remedies, market and
other information, and make suitability determinations approving the customers
for these stock transactions based on financial situation, investment
experience and objectives. Broker-dealers must also disclose these
restrictions in writing, provide monthly account statements to customers, and
obtain specific written consent of each customer. With these restrictions,
the likely effect of designation as a low priced stock is to decrease the
willingness of broker-dealers to make a market for the stock, to decrease the
liquidity of the stock and increase the transaction cost of sales and
purchases of these stocks compared to other securities.
DIVIDEND POLICY
We have not previously paid any cash dividends on common stock and do
not anticipate or contemplate paying dividends on common stock in the
foreseeable future. Our present intention is to utilize all available funds
to develop and expand our business. The only restrictions that limit the
ability to pay dividends on common equity or that are likely to do so in the
future, are those restrictions imposed by law. Under Nevada corporate law, a
corporation may declare and pay dividends only out of its surplus, as defined,
or if there is no surplus, out of its net profits for the fiscal year in which
the dividend is declared and/or the preceding fiscal year.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following discussion and analysis should be read in conjunction with
our financial statements and the notes associated with them contained
elsewhere in this prospectus. This discussion should not be construed to
imply that the results discussed in this prospectus will necessarily continue
into the future or that any conclusion reached in this prospectus will
necessarily be indicative of actual operating results in the future. The
discussion represents only the best present assessment of management.
PLAN OF OPERATIONS.
Barossa was only recently incorporated in March 2005, is a small start
up company that has not yet commenced active business operations, or generated
any revenues from operations and is considered a development stage company.
Management's plan of operation for the next twelve months is first to raise
funds from this offering to provide the capital resources we need to commence
operations. If the offering is successful, management intends to use any
funds generated from sale of shares in this offering to provide initial
working capital for the operation of the proposed business. We will use the
proceeds of this offering to purchase equipment, furniture and furnishings and
complete building renovations and improvements that will enable us to commence
active business operations and to provide general working capital to meet
other operating expenses during the start up period of operations until we are
able to generate revenues from operations to cover expenses. We have not
determined how long existing capital can satisfy
any cash requirements, but
even if the offering is successfully completed, especially if we raise only
the minimum offering amount, we may, but cannot presently anticipate whether
we will have to raise additional funds within the next twelve months. There is
no assurance we will be able to raise any additional funds, if needed, through
borrowing or otherwise. We have no financing commitments from commercial
lenders or elsewhere.
Barossa was formed to open and operate, through a wholly owned
subsidiary, Alchemy, a retail coffee outlet. We are dependent upon the
successful completion of this offering and receipt of the proceeds therefrom,
of which there is no assurance, for the ability to fully commence our intended
business operations. In the event the proposed business is unsuccessful,
there is no assurance we could successfully become involved in any other
business venture. We have no plans, commitments or arrangements with respect
to any other proposed business venture.
The accompanying financial statements have been prepared in conformity
with generally accepted accounting principles, which contemplate continuation
of Barossa as a going concern. However, we have incurred losses since
inception, and have not yet been successful in establishing profitable
operations. These factors raise substantial doubt about our ability to
continue as a going concern. The independent auditors have expressed
substantial doubt in their report, which includes a going concern
qualification because the financial statements do not include any adjustments
that might result from the outcome of the uncertainties which arise from the
net losses and accumulated deficit. In this regard, we are proposing to raise
funds to commence operations through this public offering of our securities,
and any necessary additional funds not provided by operations through loans
and/or through additional sales of common stock. There is no assurance that
we will be successful in raising any necessary capital through this offering
or in or in other ways, or in achieving profitable operations. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
BUSINESS
HISTORY AND DEVELOPMENT OF BAROSSA
Barossa Coffee Company, Inc., a development stage company, was
incorporated under the laws of the State of Nevada in March 2005. In
connection with its organization, the founders of Barossa contributed $18,000
cash to initially capitalize it in exchange for 1,800,000 shares of Common
Stock.
PROPOSED BUSINESS OF BAROSSA
Barossa Coffee Company, Inc. intends to engage, through a wholly-owned
subsidiary, Alchemy Coffee Company, Inc. (which we formed contemporaneously),
in the coffee/cafe business/industry focusing on the sale of specialty coffees
and Italian style espresso beverages. The specialty coffee business in the
United States is growing rapidly. The growth in specialty coffee sales during
the 1990s has created a marketplace for higher quality and differentiated
products that can be priced at a premium in the marketplace. Aiding this
growth has been the
increase in the number of specialty coffeehouses, which
grew from 500 units in 1991 to over 12,000 in 2000, as reported by the
Specialty Coffee Association of America (SCAA). Several factors have been
attributed by media and industry sources to the recent increase in demand for
specialty coffees. It is our opinion a high proportion of consumers in the
United States now recognize and appreciate the difference in quality between
instant and canned coffees and specialty coffees. The rapid expansion of
Starbucks and other specialty coffee houses nationwide has also contributed to
greater consumer awareness and appreciation of specialty coffees. In addition
to increased consumer awareness and appreciation of specialty coffee, the
rapid growth in the specialty coffee retail business has been attributed to an
increased desire by consumers for specialty coffee drinks to help them relax
and manage stress.
We are a start-up company located in the Salt Lake City metropolitan
area. We plan to open a retail coffee outlet and utilize the experience
of management in the coffee/cafe industry and specialize in the sale of the
highest quality, fresh locally- roasted coffee beans and espresso related
beverages; as well as organic food and baked goods, teas, juices, and
specific health foods and beverages. We plan on hand-selecting all our arabica
coffee and teas by taste-testing and personally choosing from local coffee
roasters and tea importers to assure continued quality and freshness of
product. We intend to bring in the best coffees from an assortment or all of
the local roasters and offer them to the public under one roof. We will offer
only the highest-quality espresso coffee based beverages, at the same time
providing the service as quickly as possible, realizing the demand for
espresso coffee drinks to people on the go. All types of espresso coffee
drinks will be served, including cappuccino, lattes, iced coffee drinks and
various types of premium blended and ground coffee beverages. We also intend
to create our own signature coffee and tea blends; and in the future, subject
to sufficient funding from this offering, from operations, financing or
otherwise, which we are not assured of, to acquire a coffee roaster and use
our own coffee roasting experience to roast our own coffees to add to the
already unique selection. We believe, but there is no assurance that, this
'brewery style' selection of local roasters' coffee will add a unique
advantage to our business while also stimulating healthy competition among
local roasters. We plan on emphasizing organic, shade grown, and fair-trade
coffee varietals and blends whenever possible. We realize that many third-
world coffee growers cannot afford such designations, yet still offer a
superior, clean product. We plan to also select and use such through direct
communication with local roasters and their direct personal relationship with
coffee growers around the world to complete the circle of education so that we
can offer the highest quality coffee bean and beverage to the public.
While we do not know precisely and in any case there is no assurance
regarding the minimum amount of funding that we may require to commence and
continue operations during our first year, we believe that if this offering is
successful in that at least the minimum is raised, the net proceeds will
enable us to open for business and commence operations, and together with
revenues we anticipate and hope to receive during our first year, allow us to
continue in business. However, there is absolutely no assurance of this, and
we may require additional funding during the first year to sustain our
operations until revenues from operations are sufficient. We have no
commitments from commercial lenders, shareholders or anyone to provide any
additional funding, if needed.
To date, our efforts have been concentrated on the investigation and
planning stages of our proposed business. Because of his training as a
Barista, or trained coffee artist, and experience in coffee roasting, a member
of management, Jason Briggs, is familiar with and has gathered information
about the specialty coffee industry and has been in involved in a search for
and analysis of available, suitable locations for a retail coffee shop and has
also been involved in lease negotiations.
We have what we believe will be a unique advantage that is important to
this type of company in its proposed location in a bustling, downtown suburban
neighborhood. We will be doing business in the same building and in
conjunction with an already established yoga studio. A large community College
is practically next-door and we are also in close proximity to a pottery
school/studio, Laundromat, and city and county offices. We plan to focus on
the customer, their comfort and needs; particularly the yoga students and
teachers next door, the college students, and the community itself. We believe
creating an inviting, comfortable atmosphere with focused and intentional
service will create a gathering place where people meet and socialize before
and after class. We believe offering quality products and an accessible
location will bring in the surrounding neighborhood and the working
professionals in the area. There is absolutely no assurance that we will be
successful in this venture.
COMPETITION
The business of operating a retail coffee outlet is intensely
competitive, with many companies and other persons who have greater technical
expertise, financial resources and marketing capabilities than we do. We plan
to compete by providing a selection of specialty coffee from all the local
roasting companies, and various coffee blends, including unique ones we
create, and also serve teas from around the world, juices and smoothies. We
are a relatively small retailer and our position in the industry as a whole is
insignificant. Locally, we will compete against a number of nearby specialty
coffee retail outlets, including national retailers like Starbucks as well as
other less well known companies who have outlets within a few miles of our
proposed location. Worldwide and nationally the coffee industry is very
competitive and is dominated by a number of large coffee producers,
distributors and retailers. Such competitors have substantially greater
resources and expertise than we do and significant competitive advantages over
us. Our ability to acquire coffee beans, tea and other beverages and supplies
and market our coffee beverages, brews and other finished products, and the
prices at which we can acquire and market them, are subject to numerous
factors and conditions existing in the industry over which we have no control.
Coffee prices are determined on worldwide commodity markets and are constantly
fluctuating based on a number of political and economic factors. We can only
acquire coffee beans, tea and other supplies at whatever the prevailing price
in such markets is at the time. We can only price and sell our products to
the public at competitive prices determined in retail markets. There is no
assurance we will be able to overcome competitive disadvantages we face as a
small, start up company with limited capital. If we cannot compete
effectively, regardless of the success of this offering, we will not succeed.
EMPLOYEES
Upon completion of this offering, Jason Briggs, will serve as manager of
the coffee shop, will initially be our only full time employee, and will be
compensated at the rate of $3,000/ month. Adam Gatto will serve as President,
will devote part time (presently estimated to be about five hours per week)
but will not be employed full time or receive compensation. Additional
employees may be hired as the business develops and operations generate
sufficient revenue, which is not assured.
FACILITIES
We have no office facilities but for now the business address of Adam
Gatto, the President, and Lynn Dixon, a principal shareholder, is being used
as the business address of Barossa. We are presently negotiating lease terms
and arrangements on 900 square feet of commercial retail space in a building
located at 1705 South 400 East in downtown Salt Lake City, Utah that we will
share with an already established yoga studio. We will have to do significant
work on the building space itself before business can commence. There is no
written lease agreement yet, but we have reached tentative agreement with the
building owner to be partially reimbursed for build-out costs weighed against
future monthly lease payments. We estimate that amount to be about half or
slightly less than half of all build-out costs and will total between $10,000-
$13,000 or 1 to 11/2 years lease total. The reimbursement for build-out will be
spread out over a two-year period through a discount of about $300 per month
in the lease payment for the first two years. The lease amount after the
reimbursement period will be approximately $900. We expect to commence
construction on the building space as soon as possible using funds contributed
to capital by the initial shareholders until proceeds from this offering
become available, of which there is no assurance, and hope to be complete and
open for business by about the end of October. A contractor has been hired and
building plans are being drawn at the present time.
GOVERNMENT REGULATION
We will be subject to the general laws and regulations relating to the
food service industry. There are no specific laws or regulations that govern
the coffee industry as a whole, or coffee retailers specifically, that are
materially different than other retail or wholesale food businesses.
AVAILABLE INFORMATION
We filed a registration statement on Form SB-2 with the United States
Securities and Exchange Commission, under the Securities Act of 1933, covering
the securities in this offering. As permitted by rules and regulations of the
Commission, this prospectus does not contain all of the information in the
registration statement. For further information regarding both Barossa and
the securities in this offering, we refer you to the registration statement,
including all exhibits and schedules, which may be inspected without charge at
the public reference facilities of the
Commission's Washington, D.C. office,
100 F Street, N.E., Washington, D.C. 20549. Copies may be obtained upon
request and payment of prescribed fees.
As of the date of this prospectus, we became subject to the information
requirements of the Securities Exchange Act of 1934. Accordingly, we will
file reports and other information with the Commission. These materials will
be available for inspection and copying at the public reference facilities
maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549.
Copies of the material may be obtained from the public reference section of
the Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains
an Internet Web site located at http://www.sec.gov that contains reports,
proxy and information statements and other information regarding issuers that
file reports electronically with the Commission. The site is accessible by
the public through any Internet access service provider.
Copies of our annual, quarterly and other reports filed with the
Commission, starting with the quarterly report for the first quarter ended
after the date of this prospectus, due 45 days after the end of the quarter,
will also be available upon request, without charge, by writing Barossa Coffee
Company, Inc., 311 S. State, Suite 460, Salt Lake City, Utah 84111.
MANAGEMENT
EXECUTIVE OFFICERS AND DIRECTORS
The following table shows directors, executive officers and other
significant employees, their ages, and all offices and positions with Barossa.
Each director is elected for a period of one year and serves until his
successor is duly elected by the stockholders and qualifies. There are no
other arrangements or understandings regarding the length of time a director
is to serve in that capacity. The board of directors serves as the audit
committee. None are audit committee financial experts. Officers and other
employees serve at the will of the board of directors.
Term Served As Positions
Name of Director Age Director/Officer With Company
Adam Gatto 43 Since inception President and Director
Jason Briggs 35 Since inception Secretary, Treasurer and
Director
Certain biographical information with respect to the officers is set
forth below.
Adam Gatto, age 43, currently (since 2002) is manager of a private
equity fund primarily involved in the trading and investment of S&P 500
companies. Previously he was an Investment Portfolio Manager for high net
worth individuals and institutions at Morgan Stanley from November 1997 to
September 2002. He received Bachelor's degrees in Political Science and
Business from the University of Utah in 1986. In conjunction with that, he
also attended the University of Sienna School of International Business &
Language in Italy, receiving a minor in Italian and International Finance.
Jason Briggs, age 35, is currently Head Barista, Barista Trainer, &
Wholesale Rep for the Salt Lake Roasting Co. Jason has been with the Salt Lake
Roasting Co. since 1998 and has been in the Coffee Industry for twelve years.
Jason was also Assistant Roaster for two years and was trained in coffee
roasting by Head Roaster Andrew Tendick at Millcreek Coffee Roasters. Jason is
currently a sophomore at the University of Utah.
The directors hold no directorships in any other reporting companies.
EXECUTIVE COMPENSATION
We have not paid any compensation to our officers and directors during
the most recent fiscal year. Upon completion of this offering, Jason Briggs
will become a full time employee and be compensated with a salary of $3,000
per month.
There is no assurance regarding the length of time that this arrangement
may continue, nor any assurance that the services of the officers will
continue to be available for any specified length of time. Management will be
entitled to reimbursement of any out of pocket expenses reasonably and
actually incurred on our behalf. We have no written employment agreement with
nor key man life insurance on management.
PRINCIPAL SHAREHOLDERS
The following table contains stock ownership information about officers
or directors, and other stockholders who we know to be beneficial owners of
more than 5% of our stock. A beneficial owner of stock is any person who has
or shares the power to decide how to vote or whether to dispose of the stock.
The amounts shown include all shares these persons may be considered to
beneficially own regardless of the form of ownership.
Title of Amount & Nature of % of
Name and Address Class Beneficial Ownership Class
Adam Gatto Common 600,000 shares 33.3%
311 S State, #460
SLC, Utah 84016
Jason Briggs Common 200,000 shares 11.1%
311 S State, #460
SLC, Utah 84016
Lynn Dixon Common 500,000 shares 27.7%
311 S State, #460
SLC, UT 84111
Thomas G. Kimble Common 500,000 shares(1) 27.7%
311 S State, #440
SLC, UT 84111
All officers and Common 800,000 shares 44.4%
directors
as a group (2 persons)
(1) Owned of record by Devonshire Partners, a limited liability company solely
owned by Mr. Kimble. Thomas G. Kimble & Associates is the law firm which is
our counsel for this offering.
CERTAIN TRANSACTIONS
In connection with the organization of Barossa, the initial shareholders
named above contributed $18,000 cash to initially capitalize it in exchange
for 1,800,000 shares of Common Stock.
We have entered and it is contemplated that we may enter into certain
transactions with management which, even though they may involve conflicts of
interest in that they are not arms' length transactions, are believed to be
comparable to what Barossa could negotiate in arms' length transactions.
These transactions include the following:
We have no formal written employment agreement or other contracts with
our officers, but agreed to pay Jason Briggs, who will serve as manager of
the coffee shop, compensation of $3,000 per month beginning upon completion of
this offering. There is no assurance that the services to be provided by Mr.
Briggs will be available for any specific length of time in the future. It is
anticipated that the present arrangement for compensation will continue for
the foreseeable future. The terms of any formal written employment agreement
with Mr. Briggs would be determined if and when such arrangements are entered
into.
CONFLICTS OF INTEREST
Other than as described in this prospectus we do not expect to have
significant further dealings with affiliates. However, if there are dealings
the parties will attempt to deal on terms competitive in the market and on the
same terms that either party would deal with a third person. Presently none
of the officers and directors have any transactions which they contemplate
entering into with Barossa, aside from the matters described in this
prospectus. Management will attempt to resolve any conflicts of interest that
may arise in favor of Barossa. Failure to do so could result in fiduciary
liability to management.
INDEMNIFICATION AND LIMITATION OF LIABILITY OF MANAGEMENT
The General Corporation Law of Nevada permits provisions in the
articles, by-laws or resolutions approved by shareholders which limit
liability of directors and officers for breach of fiduciary duty to certain
specified circumstances, namely, acts or omissions which involve intentional
misconduct, fraud or knowing violation of law, or unlawful stock purchases,
redemptions or payment of dividends. Our articles limit liability of officers
and directors to the full extent permitted by Nevada law. With these
exceptions, this eliminates personal liability of a director or officer, to
Barossa or its shareholders, for monetary damages for breach of fiduciary
duty. Therefore a director or officer cannot be held liable for damages to
Barossa or its shareholders for gross negligence or lack of due care in
carrying out his fiduciary duties as a director or officer. Nevada law
permits indemnification if a director or officer acts in good faith in a
manner reasonably believed to be in, or not opposed to, the best interests of
the corporation. A director or officer must be indemnified as to any matter
in which he defends himself successfully. Indemnification is prohibited as to
any matter in which the director or officer is adjudged liable to the
corporation.
This will limit your ability as shareholders to hold officers and
directors liable and collect monetary damages for breaches of fiduciary duty,
and requires us to indemnify officers and directors to the full extent
permitted by law. Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers, and controlling
persons under these provisions or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission, indemnification is against
public policy as expressed in the Act and is unenforceable.
DESCRIPTION OF SECURITIES
COMMON STOCK
We are authorized to issue 50,000,000 shares of common stock.
1,800,000 shares of common stock are presently outstanding. 400,000 shares are
reserved from authorized but unissued shares for issuance of shares in this
offering. The common stock to be issued on completion of the offering will
be, when issued according to the terms of the offering, fully paid and non-
assessable.
The holders of common stock, including the shares issued in this
offering, are entitled to equal dividends and distributions, per share, on the
common stock when, as and if declared by the board of directors from funds
legally available for that. No holder of any shares of common stock has a
pre-emptive right to subscribe for any securities nor are any common shares
subject to redemption or convertible into other securities. Upon liquidation,
dissolution or winding up, and after payment of creditors and preferred
stockholders, if any, the assets will be divided pro-rata on a share-for-share
basis among the holders of the shares of common stock.
All shares of common stock now outstanding are fully paid, validly
issued and non-assessable. Each share of common stock is entitled to one vote
on the election of any director or
any other matter upon which shareholders
are required or permitted to vote. Holders of our common stock do not have
cumulative voting rights, so that the holders of more than 50% of the combined
shares voting for the election of directors may elect all of the directors, if
they choose to do so and, in that event, the holders of the remaining shares
will not be able to elect any members to the board of directors.
Issuance of additional common stock in the future will reduce your
proportionate ownership and voting power. Directors can issue additional
common stock, without shareholder approval to the extent authorized. We are
authorized to issue 50,000,000 shares of common stock. 1,800,000 shares of
common stock are presently outstanding.
PREFERRED STOCK
We are also authorized to issue 1,000,000 shares of preferred stock .
Under our articles of incorporation, the board of directors has the power,
without further action by the holders of the common stock, to designate the
relative rights and preferences of the preferred stock, and issue the
preferred stock in one or more series as designated by the board of directors.
The designation of rights and preferences could include preferences as to
liquidation, redemption and conversion rights, voting rights, dividends or
other preferences, any of which may be dilutive of the interest of the holders
of the common stock or the preferred stock of any other series. The board of
directors effects a designation of each series of preferred stock by filing
with the Nevada Secretary of State a Certificate of Designation defining the
rights and preferences of each series. Documents so filed are matters of
public record and may be examined according to procedures of the Nevada
Secretary of State, or copies may be obtained from Barossa. The board of
directors has not designated any series or issued any shares of preferred
stock.
The ability of directors, without stockholder approval, to issue
additional shares of preferred stock could be used as anti-takeover measures.
Anti-takeover measures may result in you receiving less for your stock than
you otherwise might. The issuance of preferred stock creates additional
securities with dividend and liquidation preferences over common stock, and
may have the effect of delaying or preventing a change in control without
further shareholder action and may adversely effect the rights and powers,
including voting rights, of the holders of common stock. In certain
circumstances, the issuance of preferred stock could depress the market price
of the common stock.
SHARES ELIGIBLE FOR FUTURE SALE
All 1,800,000 shares of common stock currently outstanding are
"restricted securities," as defined under Rule 144 promulgated under the
Securities Act of 1933, in that the shares were issued and sold without
registration, in private transactions not involving a public offering, and/or
are securities held by affiliates.
Although restricted and affiliate securities are not presently tradeable
in any public market which may develop for the common stock, the securities
may in the future be publicly sold into any market that should develop,
according to the provisions of Rule 144. In addition, except for shares, if
any, acquired and held by an "affiliate" of Barossa, the 400,000 shares of
common stock in this offering will also be freely tradeable immediately upon
issuance. Sales of substantial amounts of this common stock in any public
market could depress the market price of the common stock. For purposes of
Rule 144, an "affiliate" of an issuer is a person that directly, or indirectly
through one or more intermediaries, controls or is controlled by, or is under
common control with, the issuer.
In general, under Rule 144 as currently in effect, a person or group of
persons whose shares are aggregated, including affiliates of an issuer, can
sell within any three-month period, an amount of restricted securities that
does not exceed the greater of 1% of the total number of outstanding shares of
the same class, or if the stock becomes quoted on NASDAQ or a stock exchange,
the reported average weekly trading volume during the four calendar weeks
preceding the sale; provided, that at least one year has elapsed since the
restricted securities being sold were acquired from the issuer or any
affiliate of the issuer, and provided further that certain other conditions
are also satisfied. If at least two years have elapsed since the restricted
securities were acquired from the issuer or an affiliate of the issuer, a
person who has not been an affiliate of the issuer for at least three months
can sell restricted shares under Rule 144 without regard to any limitations on
the amount.
PLAN OF DISTRIBUTION
We are offering up to 400,000 shares of our $.001 par value common stock
on a "best efforts, 200,000 shares minimum, 400,000 shares maximum" basis, at
an offering price of $0.25 per share. The offering will be managed without an
underwriter, and the shares offered and sold without any discount, sales
commissions or other compensation being paid to anyone in connection with the
offering. Shares will be offered and sold by the officers of Barossa, who will
receive no sales commissions or other compensation in connection with the
offering, except for reimbursement of expenses actually incurred on behalf of
Barossa in connection with such activities. We will pay the costs of
preparing, mailing and distributing this prospectus.
There is no assurance that all or any of the shares will be sold. If we
fail to receive subscriptions for a minimum of 200,000 shares within 120 days
from the date of this prospectus (or 150 days if extended by management to
complete the entire offering or sell at least the minimum amount), the
offering will be terminated and any subscription payments received will be
promptly refunded to subscribers, without deduction or any interest. We may
extend the offering period beyond 120 days if all shares offered are not sold
within that time. We intend to extend it for up to 30 days, but not beyond 150
days, if necessary to complete at least the minimum offering. If subscriptions
for at least the minimum amount are received within that period, funds will
not be returned to investors and we may continue the offering until the period
expires or subscriptions for all 400,000 shares have been received, whichever
occurs first. Current shareholders may purchase shares in the offering. No
limits have been imposed in this regard, but
no one, including affiliates, has
made any commitment, nor indicated they intend, to purchase shares in the
offering. We have no understanding, commitment, or agreement, written or oral,
to offer or sell the securities to any individual or entity. Any purchases by
affiliates will be made for investment purposes only and not for resale, and
may be made in order to reach, and count toward the minimum amount necessary
to close the offering.
All subscription payments should be made payable to Brighton Bank as
Escrow Agent for Barossa. We will mail or otherwise forward all subscription
payments received, by noon of the next business day following receipt, to
Brighton Bank at 311 South State Street, Salt Lake City, Utah 84111 for
deposit into the escrow account being maintained by Brighton Bank as escrow
agent for Barossa, pending receipt of subscriptions for at least a minimum of
200,000 shares or expiration of the offering period, whichever occurs first.
Subscription payments will only be disbursed from the escrow account to
Barossa if at least 200,000 shares are sold, or if not sold, for the purpose
of promptly refunding subscription payments to the subscribers. Subscribers
will have no right to return or use of their funds during the offering period,
which may last up to 150 days. Subscribers will be notified by mail if the
offering is extended beyond 120 days.
Changes in the material terms of the offering after the date of this
prospectus would terminate the original offer. Subscribers would then be
entitled to a refund. Material changes include:
* extension of the offering beyond the period specified in the prospectus
* change in the offering price
* change in the minimum purchase required of investors
* change in the amount of proceeds needed to release funds in escrow, and
* change in the application of proceeds.
Because we have not engaged the services of an Underwriter with respect
to this offering, the independent due diligence review of our affairs and
financial condition, which would ordinarily be performed by an underwriter and
its legal counsel, has not been performed and investors will not have the
benefit of an underwriter's independent due diligence review.
There has been no public market for the common stock prior to this
offering. The common stock will not be listed on an exchange or quoted on the
NASDAQ system upon completion of this offering and there can be no assurance
any market will develop for the securities or if a market does develop, that
it will continue. There can also be no assurance as to the depth or liquidity
of any market for common stock or the prices at which holders may be able to
sell the securities. As a result, an investment in the common stock may be
totally illiquid and investors may not be able to liquidate their investment
readily or at all when they need or desire to sell. In the event a public
market does develop for the common stock, market prices will be influenced by
many factors, and will be subject to significant fluctuation in response to
variations in operating results of Barossa and other factors such as investor
perceptions of Barossa, supply and demand, interest rates, general economic
conditions and those specific to the industry, international political
conditions, developments with regard to Barossa's activities, future financial
condition and management.
We presently estimate that subscription payments received will be
refunded to subscribers, or certificates for the shares of common stock will
be available for delivery in Salt Lake City, Utah, at the close of business on
or before the tenth business day after the offering is terminated, if all
required documents and funds have been received. The escrow agreement
specifies 3-5 business days after the offering is terminated to allow for
clearance of funds deposited in escrow.
LEGAL MATTERS
We know of no material litigation that is pending or threatened against
us. The validity of the issuance of the shares offered in this offering will
be passed upon by Thomas G. Kimble & Associates, Salt Lake City, Utah.
EXPERTS
The financial statements for the fiscal year ended June 30, 2005 which
are included in this prospectus have been examined by Pritchett, Siler &
Hardy, P.C., independent certified public accountants, as indicated in their
report, and are included in this prospectus in reliance on the report given
upon the authority of that firm as experts in accounting and auditing.
BAROSSA COFFEE COMPANY, INC. AND SUBSIDIARY
[A Development Stage Company]
FINANCIAL STATEMENTS
JUNE 30, 2005
BAROSSA COFFEE COMPANY, INC. AND SUBSIDIARY
[A Development Stage Company]
CONTENTS
PAGE
- Report of Independent Registered Public
Accounting Firm 1
- Balance Sheet, June 30, 2005 2
- Statement of Operations, for the period
from inception On March 24, 2004 through
June 30, 2005 3
- Statement of Stockholders' Equity, for the
period from inception on March 24, 2005
through June 30, 2005 4
- Statement of Cash Flows, for the period
from inception On March 24, 2005 through
June 30, 2005 5
- Notes to Financial Statements 6 - 8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
BAROSSA COFFEE CONPANY, INC. AND SUBSIDIARY
Salt Lake City, Utah
We have audited the accompanying balance sheet of Barossa Coffee Company,
Inc. & Subsidiary [a development stage company] as of June 30, 2005,
and the related statements of operations, stockholders' equity (deficit)
and cash flows from inception on March 24, 2005 through June 30, 2005.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Barossa Coffee Company,
Inc. & Subsidiary [a development stage company] as of June 30, 2005
and the results of its operations and its cash flows from inception on
March 24, 2005 through June 30, 2005, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company was only recently formed, has incurred
losses since its inception and has not yet been successful at establishing
profitable operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. Management's plans
in regards to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the
outcome of these uncertainties.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
July 6, 2005
BAROSSA COFFEE COMPANY, INC. AND SUBSIDIARY
[A Development Stage Company]
BALANCE SHEET
ASSETS
June 30,
2005
________
CURRENT ASSETS:
Cash $ 17,810
________
Total Current Assets
$ 17,810
________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,487
________
Total Current Liabilities 1,487
________
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
1,000,000 shares authorized,
No shares issued or outstanding -
Common stock, $.001 par value,
50,000,000 shares authorized,
1,800,000 shares issued and outstanding 1,800
Capital in excess of par value 16,200
(Deficit) accumulated during the
development stage (1,677)
________
Total Stockholders' Equity 16,323
________
$ 17,810
________
The accompanying notes are an integral part of this financial statement.
- 2 -
BAROSSA COFFEE COMPANY, INC. AND SUBSIDIARY
[A Development Stage Company]
STATEMENT OF OPERATIONS
From Inception
On March 24,
2005 Through
June 30, 2005
_____________
REVENUE $ -
COST OF GOODS SOLD -
_____________
GROSS PROFIT -
EXPENSES:
General and administrative 1,677
_____________
LOSS FROM OPERATIONS (1,677)
CURRENT TAX EXPENSE -
DEFERRED TAX EXPENSE -
_____________
NET LOSS $ (1,677)
_____________
LOSS PER COMMON SHARE $ (.00)
_____________
The accompanying notes are an integral part of this financial statement.
- 3 -
BAROSSA COFFEE COMPANY, INC. AND SUBSIDIARY
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON MARCH 24, 2005
THROUGH JUNE 30, 2005
Deficit
Accumulated
Common Stock Capital in During the
____________________ Excess of Development
Shares Amount Par Value Stage
__________ ________ _________ ___________
BALANCE, March 24, 2005 - $ - $ - $ -
Common stock issued for
cash at $.01 per share 1,800,000 1,800 16,200 -
Net loss for the period
Ended June 30, 2005 - - - (1,677)
__________ ________ _________ ___________
BALANCE, June 30, 2005 1,800,000 $ 1,800 $ 16,200 $ (1,677)
__________ ________ _________ ___________
The accompanying notes are an integral part of this financial statement.
- 4 -
BAROSSA COFFEE COMPANY, INC. AND SUBSIDIARY
[A Development Stage Company]
STATEMENT OF CASH FLOWS
From Inception
On March 24,
2005 Through
June 30, 2005
_____________
Cash Flows from Operating Activities:
Net loss $ (1,677)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Increase in accounts payable 1,487
_____________
Net Cash Provided (Used) by
Operating Activities (190)
_____________
Cash Flows from Investing Activities:
Net Cash Provided (Used) by
Investing Activities -
_____________
Cash Flows from Financing Activities:
Proceeds from issuance of common stock 18,000
_____________
Net Cash Provided by
Financing Activities 18,000
_____________
Net Increase in Cash 17,810
Cash at Beginning of Period -
_____________
Cash at End of Period $ 17,810
_____________
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ -
Income taxes $ -
Supplemental Schedule of Noncash Investing and Financing Activities:
For the period from inception on March 24, 2005 through June 30, 2005:
None
The accompanying notes are an integral part of this financial statement.
- 5 -
BAROSSA COFFEE COMPANY, INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Barossa Coffee Company, Inc. ("Parent") was organized under
the laws of the State of Nevada on March 24, 2005.
Alchemy Coffee Company, Inc. ("Subsidiary") was organized under the laws of
the State of Utah on April 22, 2005 as a wholly-owned subsidiary of Parent.
Barossa Coffee Company, Inc. and Subsidiary (the "Company") plan to sell
coffee beans and expresso related beverages. The Company has not yet
generated significant revenues from their planned principal operations and
is considered a development stage company as defined in Statement of
Financial Accounting Standards No. 7. The Company has, at the present
time, not paid any dividends and any dividends that may be paid in the
future will depend upon the financial requirements of the Company and other
relevant factors.
Consolidation - The consolidated financial statements include the accounts
of Parent and its wholly-owned Subsidiary. All significant inter-company
transactions have been eliminated in consolidation.
Cash and Cash Equivalents - The Company considers all highly liquid debt
investments purchased with a maturity of three months or less to be cash
equivalents.
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented, in
accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" [See Note 6].
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles in the United
States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, the disclosures
of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reported period. Actual results could differ from those estimated.
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards ("SFAS") No. 151, "Inventory Costs - an amendment of ARB No. 43,
Chapter 4", SFAS No. 152, "Accounting for Real Estate Time-Sharing
Transactions - an amendment of FASB Statements No. 66 and 67", SFAS No.
153, "Exchanges of Nonmonetary Assets - an amendment of APB Opinion No.
29", and SFAS No. 123 (revised 2004), "Share-Based Payment", were recently
issued. SFAS No. 151, 152, 153 and 123 (revised 2004) have no current
applicability to the Company or their effect on the financial statements
would not have been significant.
- 6 -
BAROSSA COFFEE COMPANY, INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - CAPITAL STOCK
Preferred Stock - The Company has authorized 1,000,000 shares of preferred
stock, $.001 par value, with such rights, preferences and designations and
to be issued in such series as determined by the Board of Directors. No
shares are issued and outstanding at June 30, 2005.
Common Stock - The Company has authorized 50,000,000 shares of common stock
with a $.001 par value.
In March 2005, in connection with its organization, the Company issued
1,800,000 shares of its previously authorized but unissued common stock.
Total proceeds of the sale amounted to $18,000 (or $.01 per share).
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
SFAS No. 109 requires the Company to provide a net deferred tax
asset/liability equal to the expected future tax benefit/expense of
temporary reporting differences between book and tax accounting methods and
any available operating loss or tax credit carryforwards. At June 30,
2005, the Company has available unused operating loss carryforwards of
approximately $1,677, which may be applied against future taxable income
and which expire in various years through 2025.
The amount of and ultimate realization of the benefits from the operating
loss carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards, the
Company has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax assets are
approximately $252 as of June 30, 2005, with an offsetting valuation
allowance of the same amount, resulting in a change in the valuation
allowance of approximately $252 during the period ended June 30, 2005.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any compensation to its
officers and directors, as the services provided by them to date have only
been nominal.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his
office as a mailing address, as needed, at no expense to the Company.
- 7 -
BAROSSA COFFEE COMPANY, INC. AND SUBSIDIARY
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America,
which contemplate continuation of the Company as a going concern. However,
the Company was only recently formed , has incurred losses since inception
and has not yet been successful at establishing profitable operations.
These factors raise substantial doubt about the ability of the Company to
continue as a going concern. In this regard, management is proposing to
raise any necessary additional funds not provided by operations through
loans or through additional sales of its common stock. There is no
assurance that the Company will be successful in raising this additional
capital or in achieving profitable operations. The financial statements do
not include any adjustments that might result from the outcome of these
uncertainties.
NOTE 6 - LOSS PER SHARE
The following data show the amounts used in computing loss per share:
From Inception
On March 24,
2005 Through
June 30, 2005
_____________
Loss from continuing operations
available to common stockholders
(numerator) $ (1,677)
_____________
Weighted average number of
common shares outstanding used
in loss per share during the
period (denominator) 1,800,000
_____________
Dilutive loss per share was not presented, as the Company had no common
equivalent shares for all periods presented that would effect the
computation of diluted loss per share.
NOTE 7 - SUBSEQUENT EVENTS
Proposed Public Offering of Common Stock - The Company is proposing to make
a public offering of 400,000 shares of common stock. The Company plans to
file a registration statement with the United States Securities and
Exchange Commission on Form SB-2. An offering price of $.25 per share has
arbitrarily been determined by the Company. The offering will be managed
by the Company without any underwriter. The units will be offered and sold
by an officer of the Company, who will receive no sales commissions or
other compensation in connection with the offering, except for
reimbursement of expenses actually incurred on behalf of the Company in
connection with the offering. The Company has not incurred any stock
offering costs as of June 30, 2005, but any such costs will be netted
against the proceeds of the proposed public stock offering.
- 8 -
NO DEALER, SALESMAN OR OTHER
PERSON IS AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE IN
THIS OFFERING. IF GIVEN OR MADE, THE
INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY BAROSSA. THIS
PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE
SECURITIES COVERED IN THIS OFFERING,
IN ANY JURISDICTION OR TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE THE
OFFER OR SOLICITATION IN THE
JURISDICTION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, IN ANY
CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF BAROSSA
SINCE THE DATE OF THIS PROSPECTUS.
UNTIL [90 DAYS AFTER THE DATE OF THIS
PROSPECTUS], ALL DEALERS THAT
EFFECT TRANSACTIONS IN THESE
SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY
BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO
THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
BAROSSA COFFEE COMPANY, INC.
400,000 SHARES
COMMON STOCK
PROSPECTUS
, 2005
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. Indemnification of Directors and Officers
The statutes, charter provisions, bylaws, contracts or other arrangements
under which controlling persons, directors or officers of the registrant are
insured or indemnified in any manner against any liability which they may
incur in such capacity are as follows:
(a) Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made 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 attorneys' 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:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act, suit
or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
5. The certificate or 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 action, 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 the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than director of 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:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official 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 acts or omissions involved intentional
misconduct, fraud or a knowing violation of the law and was material to the
cause of action.
(b) 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."
(b) The registrant's Articles of Incorporation limit liability of its
Officers and Directors to the full extent permitted by the Nevada Business
Corporation Act.
ITEM 25. Other Expenses of Issuance and Distribution*
The following table sets forth all estimated costs and expenses, other than
underwriting discounts, commissions and expense allowances, payable by the
registrant in connection with the maximum offering for the securities included
in this registration statement:
Amount
SEC registration fee $ 11.77
Blue sky fees and expenses 500.00
Printing and shipping expenses 500.00
Legal fees and expenses 10,500.00
Accounting fees and expenses 2,500.00
Transfer and Miscellaneous expenses 988.23
-----------------
Total $ 15,000.00
* All expenses are estimated except the Commission filing fee.
ITEM 26. Recent Sales of Unregistered Securities
In connection with its organization, the founders of Barossa contributed
$18,000 to initially capitalize it in exchange for 1,800,000 shares of Common
Stock. This transaction was not registered under the Act in reliance on the
exemption from registration in Section 4(2) of the Act, as a transaction not
involving any public offering. These securities were issued as restricted
securities and the certificates were stamped with restrictive legends to
prevent any resale without registration under the Act or in compliance with an
exemption.
ITEM 27. Exhibits Index
SEC No. Document Exhibit No.
3 Articles of Incorporation 3.1*
3 By-Laws 3.2*
4 Common Stock Specimen Certificate 4.1*
5,23 Opinion & Consent of Counsel 5.1 & 23.1*
10 Escrow Agreement 10.1*
23 Consent of Accountants 23.1*
* previously filed
ITEM 28. Undertakings
The registrant hereby undertakes that it will:
(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) Include any additional or changed material information on the plan of
distribution; and
(iii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
Registration Statement.
(2) For determining any 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) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized this
Registration Statement to be signed on its behalf by the undersigned, in the
City of Salt Lake , State of Utah , on August 16, 2005 .
Barossa Coffee Company, Inc.
By: /s/ Adam Gatto
Adam Gatto, President (Chief Executive/Financial Officer)
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below constitutes and appoints Thomas G. Kimble or Van L. Butler, the
undersigned's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for the undersigned and in the undersigned's
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 all exhibits thereto, and all documents
in connection therewith, 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 in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
In accordance with 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.
Signature: /s/ Adam Gatto Date: August 16, 2005
Adam Gatto, Director
Signature: Date:
Jason Briggs, Director