UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Bach-Hauser, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0390697
(State of Incorporation) (I.R.S. Employer ID No.)
1561 Highway 3, Cayuga, Ontario N0A 1E0
(Address of Principal Executive Offices) (Postal Code)
Consulting and Legal Services Plan
(Full title of the Plan)
Peter Preston, President
1561 Highway 3
Cayuga, Ontario
(905) 772-5738
(Name, address and telephone of agent for service)
With a copy to:
Chapman & Flanagan, Ltd.
777 N. Rainbow Blvd., Suite 390
Las Vegas, NV 89107
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Aggregate Registration
to be Registered Offering Offering Fee
Registered Price Per Price
Share (1)
Common 14,000,000 $0.02 $280,000 $25.76
Stock Shares
(1) The Offering Price is used solely for purposes of estimating
the registration fee pursuant to Rules 457(c) and 457(h)
promulgated pursuant to the Securities Act of 1933. The Offering
Price is estimated as the average of the bid and asked prices on
March 14, 2003.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering shares of its common stock to various
individuals for consulting and legal services performed on the
Company's behalf. This issuance of shares is being made pursuant
to a Consulting and Legal Services Plan adopted by the Board of
Directors on December 19, 2001. The Board has equated this number
of shares to the value of the legal or consulting services
provided or to be provided by these individuals. The shares
issued hereunder to eligible participants who are not affiliates
of the Company as defined in Rule 405 of the Securities Act will
not be subject to any resale restrictions. The Plan is not
qualified under ERISA.
The consulting services for which these shares are being issued
are not in connection with any offer of sale of securities in a
capital-raising transaction and does not directly or indirectly
promote or maintain a market for the securities of the Company.
Item 2. Registrant Information and Employee Plan Annual Information
The participants shall provided a written statement notifying
them that upon written or oral request they will be provided,
without charge, (i) the documents incorporated by reference in
Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The
statement will inform the participants that these documents are
incorporated by reference in the Section 10(a) prospectus, and
shall include the address (giving title or department) and
telephone number to which the request is to be directed.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Incorporated by reference into this Registration Statement are
the contents of the Company's Registration Statement on Form S-8,
and the Company's Annual Report on Form 10-KSB for the period
ended December 31, 2001, the Company's Quarterly Reports on Form
10-QSB for the periods ended March 31, 2002, June 30, 2002 and
September 30, 2002, the Company's Current Reports on Form 8-K,
filed on June 26, 2002, October 7, 2002, November 15, 2002, and
February 20, 2003, and the two amended reports on Form 8-K/A both
filed on March 12, 2003. All documents filed by the Company with
the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, after the date
of this Registration Statement and prior to the termination of
the offering shall be deemed to be incorporated by reference into
this Registration Statement and to be a part hereof from the date
of filing of such Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Registration Statement. The Company will provide without charge
to each person to whom a copy of this Registration Statement is
delivered, on the written or oral request of such person, a copy
of any or all of the documents referred to above which have been
or may be incorporated by reference into this Registration
Statement, other than certain exhibits to such documents.
Requests for such copies shall be directed to Shareholder
Relations, Bach-Hauser, Inc., 1561 Highway 3, Cayuga, Ontario N0A
1E0, telephone (905) 772-5738.
Item 4. Description of Securities
Not Applicable.
Item 5. Interest of Named Experts and Counsel
1. The legality of the shares of Common Stock offered hereby
has been passed upon for the Company by Chapman & Flanagan, Ltd.
A portion of the shares being registered herein are being issued
to the Registrant's attorneys in such law firm for services
provided to the Registrant.
2. The financial statements incorporated in this registration
statement by reference to the Company's Amended Current Report on
Form 8-K/A filed on March 12, 2003 have been incorporated in
reliance on the report of Stonefield Josephson, Inc., Certified
Public Accountants ("SJI"), on the authority of that firm as
experts in auditing and accounting. SJI named in this prospectus
as having prepared or certified any part of it was not employed
on a contingency basis, or had, or is to receive, in connection
with the offering, an interest in the Company or any of its
parents or subsidiaries. Nor was SJI connected with the Company
or any of its parents or subsidiaries as a promoter, managing or
principal underwriter, voting trustee, director, officer, or
employee.
3. We have not been able to obtain, after reasonable efforts,
the written consent of Merdinger, Fruchter, Rosen & Company,
P.C., Certified Public Accountants, to our incorporation by
reference in this registration statement with respect the
financial statements included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2001, as
required by Section 7 of the Securities Act of 1933, as amended
(the "Act"). Accordingly, you will not be able to sue Merdinger,
Fruchter, Rosen & Company, P.C. pursuant to Section 11(a)(4) of
the Act and therefore your right of recovery under that section
section may be limited as a result of the lack of consent.
Item 6. Indemnification of Directors and Officers.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of Incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Number Description
4.1 The Company's Articles on Incorporation, which defines
the rights of the holders of the equity securities
being registered. (Incorporated by reference to
Exhibit 3.1 to Amended Registration Statement on Form
10 SB filed August 13, 1999).
4.2 The Company's By-Laws, which define the rights of
holders of the equity securities being registered.
(Incorporated by reference to Exhibit 3.2 to Amended
Registration Statement on Form 10-SB filed on August
13, 1999).
5.1 Opinion of Counsel, Chapman & Flanagan, Ltd. (Filed
herewith.)
23.1 Consent of Stonefield Josephson, Inc, Certified Public
Accountants. (Filed herewith.)
23.2 Consent of Counsel. (Included in Exhibit 5.1.)
Item 9. Undertaking
The registrant makes the following undertakings.
a) 1) To file, during any period in which offers or
sales are being made, a post-effective amendment to
this registration statement:
i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
ii) to reflect any facts or events which, individually
or together, represent a fundamental change in the
information in the registration statement;
iii) to include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
3) To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
c) 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 indemnification is
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 the 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 of such
corporation it is the opinion of the SEC that any such
indemnification is against public policy.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorize, in the City
of Toronto, Ontario, Canada, on March 17, 2003.
(Registrant) Bach Hauser, Inc.
By (Signature and Title) /s/
Peter Preston, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities and on the date indicated.
Signature Title Date
/s/ (Chief Executive March 17, 2003
Peter Preston Officer) President,
Secretary, Treasurer,
Director
/s/ (Chief Financial March 17, 2003
Terrence Rodrigues Officer) Director
/s/ Director March 17, 2003
Russell Heaton
PART III
Index to Exhibits
Number Description
4.1 The Company's Articles on Incorporation,
which defines the rights of the holders of
the equity securities being registered.
(Incorporated by reference to Exhibit 3.1
to Amended Registration Statement on Form
10 SB filed August 13, 1999).
4.2 The Company's By-Laws, which define the
rights of holders of the equity securities
being registered. (Incorporated by
reference to Exhibit 3.2 to Amended
Registration Statement on Form 10-SB filed
on August 13, 1999).
5.1 Opinion of Counsel, Chapman & Flanagan,
Ltd. (Filed herewith.)
23.1 Consent of Stonefield Josephson, Inc,
Certified Public Accountants. (Filed
herewith.)
23.2 Consent of Counsel. (Included in Exhibit 5.1.)