As filed with the Securities and Exchange Commission on December 07, 2005
Registration No. 333-126514
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM SB-2
(Post-effective Amendment No. 5)
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
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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 a Post-effective Amendment to the initial public offering of
shares of common stock of Barossa Coffee Company, Inc. We offered, 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, and sold 298,000 shares of common stock,
without any underwriting discounts, commissions or other underwriting
arrangements. 102,000 shares were left unsold upon conclusion of the
offering. The offering closed November 30, 2005, and raised gross proceeds of
$74,500. This post-effective amendment is filed solely to remove from
registration any of the securities that remain unsold at the end of the
offering, pursuant to the undertaking to file a post-effective amendment to
the Registration Statement for that purpose.
The date of this supplement to the prospectus is December 6, 2005
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 December 6, 2005 .
Barossa Coffee Company, Inc.
By: /s/ Adam Gatto
Adam Gatto, President (Chief Executive/Financial Officer)
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: December 6, 2005
Adam Gatto, Director
Signature: Date:
Jason Briggs, Director