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)
Bach-Hauser, Inc. Stock Plan
(Full title of the Plan)
Peter Preston, President
1561 Highway 3
Cayuga, Ontario N0A 1E0
(905) 772-5738
(Name, address and telephone of agent for service)
Calculation of Registration Fee
_______________________________
Proposed
Title of Maximum Proposed
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
___________________________________________________________________
Common Stock 30,000,000 $0.01 $300,000 $38.01
(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
May 28, 2004.
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 the Company's Stock Plan adopted by the Board of Directors on
January 13, 2004. 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 legal and 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 be 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, 2003 and the Company's Quarterly Report on
Form 10-QSB for the period ended March 31, 2004. 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 Flanagan & Associates,
Ltd. A portion of the shares being registered herein may be
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 Annual Report on Form
10-KSB for the year ended December 31, 2003 have been
incorporated in reliance on the report of Stonefield Josephson,
Inc., Independent Registered Public Accounting Firm ("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.
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).
4.3 Bach-Hauser, Inc. Stock Plan, adopted on January 13,
2004. (Incorporated by reference to Exhibit 4.3 to
Registration Statement on Form S-8 filed on
January 16, 2004.)
5.1* Opinion of Counsel, Flanagan & Associates, Ltd.
23.1* Consent of Stonefield Josephson, Inc, Independent
Registered Public Accounting Firm.
23.2* Consent of Counsel. (Included in Exhibit 5.1.)
* Filed herewith.
Item 9. Undertakings.
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 Cayuga, Ontario, Canada, on May 28, 2004.
(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 and May 28, 2004
Peter Preston Financial Officer)
President, Secretary,
Treasurer, Director
/s/
Russell Heaton Director May 28, 2004
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).
4.3 Bach-Hauser, Inc. Stock Plan, adopted on January
13, 2004. (Incorporated by reference to Exhibit 4.3
to Registration Statement on Form S-8 filed on
January 16, 2004.)
5.1* Opinion of Counsel, Flanagan & Associates, Ltd.
23.1* Consent of Stonefield Josephson, Inc, Independent
Registered Public Accounting Firm.
23.2* Consent of Counsel. (Included in Exhibit 5.1.)
* Filed herewith.