UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended: June 30, 2004
Commission File Number: 000-26953
Bach-Hauser, Inc.
(Exact name of registrant as specified in its charter)
Nevada 88-0390697
(State of incorporation) (I.R.S. Employer Identification No.)
1561 Highway 3, Cayuga, Ontario N0A 1E0
(Address of principal executive offices)
(905) 772-5738
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
There are 22,609,392 shares of common stock issued and outstanding
as of September 15, 2004.
1
INDEX
Page
----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheet (Unaudited)................. 3
Consolidated Statements of Operations (Unaudited)...... 4
Consolidated Statement of Stockholders' Equity......... 5
Consolidated Statements of Cash Flows (Unaudited)...... 6
Notes to Consolidated Financial Statements............. 7
Item 2. Management's Plan of Operation.................... 8
Item 3. Controls and Procedures........................... 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings................................ 11
Item 2. Changes in Securities............................ 11
Item 3. Defaults Upon Senior Securities.................. 12
Item 4. Submission of Matters to a Vote of
Security Holders................................. 12
Item 5. Other Information................................ 12
Item 6. Exhibits and Reports on Form 8-K................. 12
Signatures................................................... 13
2
PART I - FINANCIAL STATEMENTS
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
JUNE 30, 2004
(UNAUDITED)
ASSETS
OTHER ASSETS:
Intangible assets $ 4,500
Film assets
124,613
------------
TOTAL OTHER ASSETS 129,113
------------
TOTAL ASSETS $ 129,113
============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued liabilities and purchases $ 60,463
Officers' advances 1,075
------------
TOTAL CURRENT LIABILITIES 61,538
SHAREHOLDERS' EQUITY
Common stock, $.001 par value, 41,666,667
shares authorized, 19,276,058 shares
issued and outstanding 19,276
Additional paid-in capital 19,940,099
Deficit accumulated during development stage (19,891,800)
-------------
TOTAL SHAREHOLDERS' EQUITY 67,575
-------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 129,113
=============
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
3
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
<Table>
<s> <c> <c> <c> <c>
FOR THE PERIOD
FOR THE SIX MONTHS ENDED FOR THE THREE MONTHS ENDED FROM OCT. 10, 1995
JUNE 30, JUNE 30, JUNE 30, JUNE 30, (INCEPTION) TO
2004 2003 2004 2003 JUNE 30, 2004
------------- ------------- ------------- ------------- -------------
(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
REVENUE $ - $ - $ - $ - $ -
------------- ------------- ------------- ------------- -------------
EXPENSES
General, selling and
administrative 680,700 139,600 342,000 36,000 19,891,800
------------- ------------- ------------- ------------- -------------
LOSS BEFORE INCOME TAXES (680,700) (139,600) (342,000) (36,000) (19,891,800)
PROVISION FOR INCOME TAXES - - - - -
------------- ------------- ------------- ------------- -------------
NET LOSS $ (680,700) $ (139,600) $ (342,000) $ (36,000) $(19,891,800)
============= ============= ============= ============= =============
NET LOSS PER COMMON SHARE
- BASIC AND DILUTED $ (0.05) $ (0.02) $ (0.02) $ (0.00)
============= ============= ============= =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING
- BASIC AND DILUTED 13,798,117 7,945,671 15,096,516 8,804,263
============= ============= ============= =============
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
</Table>
4
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FROM DECEMBER 31, 1995 TO JUNE 30, 2004
<Table>
<s> <c> <c> <c> <c> <c>
Deficit
accumulated
Common stock Additional during Total
---------------------- paid-in development stockholders'
Shares Amount capital stage equity
---------- --------- ------------ ------------ ------------
Balance at December 31, 1995, as adjusted
for 1 to 10 and 1 to 6 reverse stock splits 937,309 $ 937 $ 5,063 $ (6,000) $ -
Net income - - - - -
---------- --------- ------------ ------------ ------------
Balance at December 31, 1996 937,309 937 5,063 (6,000)
Net income - - - - -
---------- --------- ------------ ------------ ------------
Balance at December 31, 1997 937,309 937 5,063 (6,000) -
Net loss - - - (1,075) (1,075)
---------- --------- ------------ ------------ ------------
Balance at December 31, 1998 937,309 937 5,063 (7,075) (1,075)
Stock issued for intangibles 150,000 150 4,350 4,500
Net income - - - - -
---------- --------- ------------ ------------ ------------
Balance at December 31, 1999 1,087,309 1,087 9,413 (7,075) 3,425
Issuance of shares for services, May 1 3,333 3 55,997 - 56,000
Issuance of shares for services, May 10 3,333 3 74,997 - 75,000
Issuance of shares for services, Sept. 1 17,500 18 283,482 - 283,500
Issuance of shares for services, Sept. 12 13,333 13 347,987 - 348,000
Issuance of shares for services, Sept. 15 266,667 267 7,839,733 - 7,840,000
Issuance of shares for services, Sept. 27 10,000 10 210,590 - 210,600
Issuance of shares for services, Oct. 2 46,667 47 1,035,953 - 1,036,000
Issuance of shares for services, Oct. 18 220,667 221 5,097,179 - 5,097,400
Issuance of shares for services, Nov. 6 36,667 37 549,963 - 550,000
Issuance of shares for services, Nov. 17 279,500 280 2,599,070 - 2,599,350
Issuance of shares for services, Dec. 15 13,333 13 39,987 - 40,000
Issuance of shares for services, Dec. 18 13,333 13 35,987 - 36,000
Expenses paid by shareholder - - 6,095 - 6,095
Net loss - - - (18,177,945) (18,177,945)
---------- --------- ------------ ------------ ------------
Balance at December 31, 2000 2,011,642 2,012 18,186,433 (18,185,020) 3,425
Issuance of shares for services, Jan. 2 4,167 4 13,246 - 13,250
Issuance of shares for services, Aug. 24 6,667 7 19,993 - 20,000
Issuance of shares for services, Aug. 28 33,583 34 141,016 - 141,050
Issuance of shares for services, Sept. 20 8,333 8 29,992 - 30,000
Expenses paid by shareholder - - 500 - 500
Issuance of shares for services, Oct. 24 33,333 33 9,967 - 10,000
Issuance of shares for services, Oct. 31 383,333 383 91,617 - 92,000
Net loss - - - (310,300) (310,300)
---------- --------- ------------ ------------ ------------
Balance at December 31, 2001 2,481,058 2,481 18,492,764 (18,495,320) (75)
Issuance of shares for services, Jan. 31 786,667 787 235,213 - 236,000
Issuance of shares for services, May 29 666,667 667 79,333 - 80,000
Issuance of shares for services, Sept. 4 183,333 183 20,167 - 20,350
Issuance of shares for services, Oct. 2 1,283,333 1,283 152,717 - 154,000
Issuance of shares for services, Dec. 5 266,667 267 29,813 - 30,080
Issuance of shares for services, Dec. 17 1,275,000 1,275 82,875 - 84,150
Issuance of options for services, Oct. 18 - - 2,500 - 2,500
Net loss - - - (556,180) (556,180)
---------- --------- ------------ ------------- -----------
Balance at December 31, 2002 6,942,725 6,943 19,095,382 (19,051,500) 50,825
Issuance of shares for services, Mar. 25 1,733,333 1,733 185,467 - 187,200
Issuance of shares for services, May 27 333,333 333 35,667 - 36,000
Net loss - - - (159,600) (159,600)
---------- --------- ------------ ------------- -----------
Balance at December 31, 2003 9,009,391 9,009 19,316,516 (19,211,100) 114,425
Issuance of shares for services,
Jan. 20 (unaudited) 4,358,333 4,358 257,142 - 261,500
Issuance of shares for services,
Mar. 23 (unaudited) 425,000 425 42,925 - 43,350
Issuance of shares for services,
Jun. 3 (unaudited) 4,141,667 4,142 244,358 - 248,500
Issuance of shares for services,
Jun. 29 (unaudited) 1,341,667 1,342 79,158 - 80,500
Net loss (unaudited) - - - (680,700) (680,700)
---------- --------- ------------ ------------- -----------
Balance as of June 30, 2004 (unaudited) 19,276,058 $ 19,276 $ 19,940,099 $(19,891,800) $ 67,575
=========== ========= ============= ============= ===========
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
</Table>
5
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
<Table>
<s> <c> <c> <c>
FOR THE PERIOD
FROM OCT. 10,
1995 (INCEPTION)
FOR THE SIX MONTHS ENDED TO
JUNE 30, JUNE 30, JUNE 30,
2004 2003 2004
------------- ------------- --------------
(unaudited) (unaudited) (unaudited)
CASH FLOWS PROVIDED BY (USED FOR)
OPERATING ACTIVITIES:
Net loss $ (680,700) $ (139,600) $ (19,891,800)
----------- ----------- ------------
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
Common stock issued for services 617,700 129,600 19,774,630
Expenses paid by shareholder - - 6,595
Options issued for services - - 2,500
Impairment loss on film assets 50,000 - 50,000
Changes in assets and liabilities:
(Increase) decrease in assets -
Film assets - - -
IncreaseS in liabilities -
Increases in advances and accrued
liabilities payable 13,000 10,000 52,075
----------- ----------- ------------
Total adjustments 680,700 139,600 19,885,800
----------- ----------- ------------
Net cash provided by operating
activities - - (6,000)
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:
Issuance of common stock for cash - - 6,000
----------- ----------- ------------
NET CHANGE IN CASH AND CASH EQUIVALENTS - - -
CASH AND CASH EQUIVALENTS:
- beginning of period - - -
----------- ----------- ------------
CASH AND CASH EQUIVALENTS:
- end of period - - -
----------- ----------- ------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ - $ - $ -
=========== =========== ============
Income taxes $ - $ - $ -
=========== =========== ============
SUPPLEMENTAL DISCLOSURE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Issuance of common shares for development
services capitalized as film costs $ 16,150 $ - $ 169,150
=========== =========== ============
Issuance of common shares for services $ 617,700 $ 129,600 $19,774,630
=========== =========== ============
Issuance of common shares for
intangibles $ - $ - $ 4,500
=========== =========== ============
Film costs acquired in Plan B
acquisition $ - $ - $ 5,463
=========== =========== ============
</Table>
(THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS)
6
BACH-HAUSER, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED)
NOTE 1 - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
NATURE OF OPERATIONS
Bach-Hauser, Inc. (the "Company") is currently a development-
stage company under the provisions of the Financial Accounting
Standards Board's ("FASB") Statement of Financial Accounting
Standard ("SFAS") No. 7, "Accounting and Reporting by Development
Stage Enterprises." The Company was incorporated under the laws
of the state of Nevada on October 10, 1995.
INTERIM FINANCIAL INFORMATION
The accompanying unaudited interim consolidated financial statements
have been prepared by the Company in accordance with accounting
principles generally accepted in the United States of America
pursuant to Regulation S-B of the Securities and Exchanges
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of
America have been condensed or omitted. Accordingly, these interim
consolidated financial statements should be read in conjunction with
the Company's audited financial statements and related notes as
contained in the Company's Form 10-KSB for the year ended
December 31, 2003. In the opinion of management, the interim
consolidated financial statements reflect all adjustments, including
normal recurring adjustments, necessary for fair presentation of the
interim periods presented. The results of operations for the
six months ended June 30, 2004 are not necessarily indicative
of results of operations to be expected for the full year.
NOTE 2 - STOCK PLAN
In January 2004, the Board of Directors of the Company adopted
the 2004 Stock Plan for the grant of common stock in lieu of cash
compensation, for Stock Awards, and for the exercise of stock
options. Under the Stock Plan, 50,000,000 shares (before taking
into effect the September 15, 2004 1 for 6 reverse stock split) are
reserved for issuance. On September 1, 2004, the Company amended the
Stock Plan to increase the number of shares reserved for issuance to
200,000,000.
NOTE 3 - STOCKHOLDERS' EQUITY
In January 2004, the Company issued 3,775,000 shares of its
$.001 par value common stock in exchange for consulting services
valued at $226,500. These shares were issued under consulting
agreements and were valued at the fair value of the stock at the
time of issuance, which was $.01 per share (pre-reverse stock split).
In January 2004, the Company issued 583,333 shares of its $.001
par value common stock in exchange for services valued at
$35,000. These shares were issued for legal services and were
valued at the fair value of the stock at the time of issuance,
which was $.01 per share (pre-reverse stock split).
In March 2004, the Company issued 425,000 shares of its $.001
par value common stock in exchange for consulting services valued
at $43,350. These shares were issued under consulting agreements
and were valued at the fair value of the stock at the time of
issuance, which was $.017 per share (pre-reverse stock split).
$16,150 was capitalized as film assets in accordance with SOP 00-2.
In June 2004, the Company issued 4,141,667 shares of its $.001
par value common stock in exchange for consulting services valued
at $248,500. These shares were issued under consulting agreements
and were valued at the fair value of the stock at the time of
issuance, which was $.01 per share (pre-reverse stock split).
In June 2004, the Company issued 1,341,667 shares of its $.001
par value common stock in exchange for consulting services valued
at $80,500. These shares were issued under consulting agreements
and were valued at the fair value of the stock at the time of
issuance, which was $.01 per share (pre-reverse stock split).
NOTE 4 - SUBSEQUENT EVENTS
In July 2004, the Company issued 2,500,000 shares of its
$.001 par value common stock in exchange for consulting services
valued at $150,000. These shares were issued under consulting
agreements and were valued at the fair value of the stock at the
time of issuance, which was $.01 per share (pre-reverse stock split).
In August 2004, the Company issued 833,333 shares of its
$.001 par value common stock in exchange for consulting services
valued at $50,000. These shares were issued under consulting
agreements and were valued at the fair value of the stock at the
time of issuance, which was $.01 per share (pre-reverse stock split).
In September 2004, the board of directors approved a proposal to
amend the Company's Articles of Incorporation effecting a 1 for 6
reverse split of the Company's common stock and to correspondingly
reduce the number of shares of authorized common stock from
250,000,000 shares to 41,666,667 shares. After the 1 for 6
reverse split, and adjusting for fractional shares, 22,609,392
shares are issued and outstanding. The reverse split was deemed
effective by the NASD on September 15, 2004. All numbers in the
accompanying financial statements have been restated to give effect
to the reverse split.
7
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
This Report may contain "forward-looking" statements. Examples
of forward-looking statements include, but are not limited to:
(a) projections of revenues, capital expenditures, growth,
prospects, dividends, capital structure and other financial
matters; (b) statements of plans and objectives of our management
or Board of Directors; (c) statements of our future economic
performance; (d) statements of assumptions underlying other
statements and statements about us and our business relating to
the future; and (e) any statements using the words "anticipate,"
"expect," "may," "project," "intend" or similar expressions.
We believe the critical accounting policies listed below affect
significant judgments and estimates used in the preparation of
our consolidated financial statements.
Critical Accounting Policies and Estimates
- ------------------------------------------
Our Management's Discussion and Plan of Operations section
discusses our consolidated financial statements, which have been
prepared in accordance with accounting principles generally
accepted in the United States of America. The preparation of
these financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. On an ongoing basis, management evaluates its estimates
and judgments, including those related to revenue recognition,
accrued expenses, financing operations, and contingencies and
litigation. Management bases its estimates and judgments on
historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying
value of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from these
estimates under different assumptions or conditions. The most
significant accounting estimates inherent in the preparation of
our financial statements include estimates as to the appropriate
carrying value of certain assets and liabilities which are not
readily apparent from other sources. These accounting policies
are described at relevant sections in this discussion and in the
notes to the consolidated financial statements included in this
Report.
PLAN OF OPERATION
On November 21, 2003, Bach-Hauser, Inc. ("BHUS" or the "Company")
terminated the Share Exchange Agreement, as amended, to acquire
40% of the outstanding stock of Silhouette Media Group Inc., a
corporation organized and existing under the laws of the Province
of Ontario, Canada ("SMG") in exchange for 6,000,000 newly issued
shares of BHUS common stock. The Agreement was terminated
because of SMG's failure to deliver the stock and required
documentation to BHUS. The 6,000,000 BHUS shares which were
issued to SMG were returned to the Company and cancelled.
The Company plans to pursue the acquisition of film and
television projects; the development, production, and
distribution of film and television projects or properties; with
a particular emphases on Computer Generated Imaging ("C.G.I.").
This industry includes animation. Despite the cancellation of
the SMG acquisition, BHUS remains committed to the principal
behind the deal, which is to secure a percentage participation or
equity stake in a C.G.I. company. To this end, BH is currently
sourcing new relationships both domestically and in Asia.
8
Business Strategy
- -----------------
We plan to capitalize on the growing demand worldwide for film
and television products, with an emphasis on C.G.I. and
particularly animation. Our business plan was developed to find,
develop, package and produce animation within the field of C.G.I.
and to engage writers, producers, directors animators and other
talent who have a lot of combined experience, talent, and credits
for their past endeavors in producing animated films.
Our business plan has these main elements which we hope will be
successful:
- - Locate our facilities in Canada: this makes sense due to
the lower cost of doing business in Canada vs. the exchange rate
for the U.S. Dollar (which may change without notice).
- - There is an abundance of film talent in Canada and in Asia.
- - Both federal and provincial governments are favorable to the
film industry.
- - Many tax treaties and other tax advantages will help with
film financing.
- - Keep control of costs to maximize profits.
- - Enter into co-productions with other independents when it
makes economic sense.
- - Find and use the most reputable distributors for our
products.
In October 2002, we acquired 100% of the outstanding shares of a
U.S.-based independent film company, Plan B Productions of Utah,
Inc., described elsewhere in this Report. Plan B's assets
included an uncompleted film with the working title of "Bottom
Dollar." This film will require approximately US$60,000 to
complete and be ready for distribution. We have begun
discussions with another independent film company regarding a
possible joint venture or licensing agreement whereby the other
company would commit to finance, complete, and market "Bottom
Dollar" and pay a licensing fee to the Company. No agreement has
been reached as of the date of this report.
We also acquired two completed film scripts from Plan B. We are
also exploring with the above-mentioned third party, a possible
financing and a co-production of one of the scripts as a
production for later this year or early 2005. We are also
exploring several similar acquisition possibilities of other
independent film-related companies we believe would quickly
establish our company as a production company, or would acquire
other similar film properties, or could generate cash flow. Such
acquisitions, if made, would most likely be on a stock-for-stock
basis, as in the Plan B acquisition.
9
We will need to find more talented people with film credits or
industry experience to join our Company. At present, we do not
have adequate capital to attract such talent; major efforts will
need to be expended to arrange a stable capital base in our
Company.
We will also need to expend efforts to align our Company with
reputable film distributors, especially in the foreign film
distribution markets.
Employees
- ---------
Our only employees at the present time are our officers and
directors. We do not expect any significant changes in the
number of employees for the next 12 months.
ITEM 3. CONTROLS AND PROCEDURES
The Company's Chief Executive and Financial Officer has
concluded, based on an evaluation conducted as of the end of the
period covered by this Quarterly Report on Form 10-QSB, that the
Company's disclosure controls and procedures have functioned
effectively so as to provide that officer the information
necessary whether:
(i) this Quarterly Report on Form 10-QSB contains any
untrue statement of a material fact or omits to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements
were made, not misleading with respect to the period
covered by this Quarterly Report on Form 10-QSB, and
(ii) the financial statements, and other financial
information included in this Quarterly Report on Form
10-QSB, fairly present in all material respects the
financial condition, results of operations and cash
flows of the Company as of, and for, the periods
presented in this Quarterly Report on Form 10-QSB.
There have been no significant changes in the Company's internal
controls or in other factors since the date of the Chief
Executive and Financial Officer's evaluation that could
significantly affect these internal controls, including any
corrective actions with regards to significant deficiencies and
material weaknesses.
10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 2. CHANGES IN SECURITIES
Recent Sales of Unregistered Securities
- ---------------------------------------
There were no unregistered shares of the Company's common stock
issued during the three month period ended June 30, 2004.
Securities Authorized for Issuance Under Equity Compensation Plans
- ------------------------------------------------------------------
On January 13, 2004, the Company adopted a Stock Plan. The Stock
Plan was amended on September 1, 2004 to include a total of
200,000,000 shares of common stock (before giving effect to the
September 15, 2004 1 for 6 reverse stock split) for issuance
pursuant to a Stock Award or pursuant to the exercise of options.
The authority to determine the person to whom shares shall be issued
or options shall be granted, the amount of such option, the exercise
price and number of shares subject to each option, the time or times
on which all or a portion of each option may be exercised, and
certain other provisions of each option, shall be in the Board of
Directors of the Company. A copy of the Stock Plan as amended on
September 1, 2004 is attached hereto at Exhibit 4.1.
In addition, the Stock Plan provides for the issuance of the
Company's equity securities as compensation for consulting and/or
legal services provided to the Company from time to time. The
Company limits the recipients of stock issued pursuant to the
Stock Plan to natural persons who performed bona-fide services to
the Company which were not in connection with the offer or sale
of securities in a capital-raising transaction, and which do not
directly or indirectly promote or maintain a market for the
Company's securities. All shares issued pursuant to the Stock Plan
were registered with the Securities and Exchange Commission on Form
S-8 as follows:
SEC Effective Date Number of Number of
Registration of Registration securities securities
Number Statement issued under remaining
equity available for
compensation future issuance
plan under equity
compensation
plans
(excluding
securities
reflected in
column (c))
- ----------------------------------------------------------------
(a) (b) (c) (d)
- ----------------------------------------------------------------
333-111958 01/16/04 5,000,000 (1) 0
333-116140 06/03/04 5,000,000 (1) 0
333-117351 07/14/04 3,333,337 (1) 0
- ----------------------------------------------------------------
(1) Number of shares issued pursuant to this Registration
Statement as of the filing of this Report. 5,483,333
shares were issued during the quarter ended June 30, 2004
to 16 persons who provided consulting or legal services to
the Company. The number of shares issued have been restated
to give effect to the September 15, 2004 1 for 6 reverse
stock split.
11
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
Effective at the opening of the market on September 15, 2004, we
implemented a 1 for 6 reverse stock split of our common stock.
The reverse stock split was approved by our board of directors.
Pursuant to NRS 78.2055(1), no shareholder approval was required
because we correspondingly decreased the number of authorized
shares of our common stock from 250,000,000 to 41,666,667.
Fractional interests will be eliminated by rounding to the next
whole share. It will not be necessary for shareholders to exchange
their existing stock certificates for new certificates.
The record date for the reverse split of our common stock is September
15, 2004. Prior to the reverse split, we had 135,656,013 shares
outstanding; following this 1 for 6 reverse split and adjusting for
fractional shares, we will have 22,609,392 shares outstanding.
Our common stock trades on the Pink Sheets. As a result of the
reverse split, the trading symbol of our common stock has been
changed from BHUS to BHSR.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Number Description
------ -----------
2.1 Agreement and Plan of Exchange with Plan B
Productions of Utah, Inc. (incorporated by
reference to Exhibit 2.1 to the Company's Form
8-K, filed on November 15, 2002)
2.2 Amendment No. 1 to the Agreement and Plan of
Exchange with Plan B Productions of Utah, Inc.
(incorporated by reference to Exhibit 2.2 to the
Company's Form 10-KSB, filed on April 8, 2003)
3.1 Articles of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's Amended
Form 10-SB, filed on August 13, 1999)
3.2 Certificate of Change to the Articles of
Incorporation Pursuant to NRS 78.209 (incorporated
by reference to Exhibit 3.1 to the Company's Form
8-K filed on September 15, 2004)
3.3 Bylaws (incorporated by reference to Exhibit 3.2
to the Company's Amended Form 10-SB, filed on
August 13, 1999)
4.1* Bach-Hauser, Inc. Stock Plan as amended on September
1, 2004
31.1* Certification of the Chief Executive and Financial
Officer pursuant to Rule 13a-14(a)
32.1* Certification by the Chief Executive and Financial
Officer pursuant to 18 U.S.C. 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
* Filed herewith.
(b) Reports on Form 8-K
September 15, 2004 Reporting the 1 for 6 reverse split
of the Company's common stock and the
corresponding decrease in the
authorized common stock.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) BACH-HAUSER, INC.
By: /s/ Peter L. Preston
Peter L. Preston, President,
Secretary/Treasurer and Chief Executive
and Financial Officer
Date: September 27, 2004
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