U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Blue Star Coffee, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 88-0471353
(STATE OR OTHER JURISDICTION (IRS EMPLOYER IDENTIFICATION NO.)
OF
INCORPORATION OR ORGANIZATION)
500 N. Rainbow Blvd., Suite 300 Las Vegas NV 89107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (503)297-2833
Consulting Agreements Between
The Company and
Scott Bleazard and Stephen Brock
(Full title of the plans)
Ron Davis, President
Blue Star Coffee, Inc.
500 North Rainbow Blvd, Suite 300
Las Vegas, Nevada 89107
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(Name and address of agent for service)
(503) 297-2833
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate
Title of securities Amount to be price offering Registration
to be registered registered per unit price fee
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Common Stock, par 505,000 Shares $0.25 $126,250 $31.56
value, $0.001 per
share
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*Estimated solely for purposes of calculating the
registration fee. Calculated in accordance with Rule 457(c)
under the Securities Act of 1933 based upon the average of
the bid and asked price of Common Stock of Blue Star Coffee,
Inc. as reported on the OTCBBr on October 17, 2001.
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 services on the Company's
behalf. This issuance of shares is being made pursuant to
consulting agreements between the Company and the
individuals. The Company has equated this number of shares
to the value of the consulting services provided or to be
provided by these individuals. The shares issued hereunder
will not be subject to any resale restrictions. The
following individuals will receive the number of shares
listed next to their names:
Scott Bleazard 275,000
Stephen Brock 230,000
Item 2. Registrant Information And Employee Plan Annual Information.
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants as
specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the
Securities Act of 1933 (the "Securities Act"). Such
document(s) are not being filed with the Commission, but
constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
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PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and
Exchange Commission (the "Commission") by Blue Star Coffee,
Inc., a Nevada corporation (the Company"), are incorporated
herein by reference:
(a) The registrant's Articles of Incorporation filed on
July 28, 2000;
(b) The registrant's By-Laws filed on August 2, 2000;
(c) The Company's Form 10-SB12G Registration Statement
filed by the Company under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), with the
Commission on May 11, 2001;
(d) The Form 10-QSB quarterly report of the Company for
its three months ended June 30, 2001; and
(e) All documents subsequently filed by the registrant
pursuant to sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act during the effectiveness of this
registration statement.
All documents incorporated by reference herein will be made
available to all participants without charge, upon written
or oral request. Other documents required to be delivered
to participants pursuant to Rule 428(b)(1) under the
Securities Act of 1933 are also available without charge,
upon written or oral request. All requests for documents
shall be directed to:
Ron Davis, President Blue Star Coffee, Inc.
500 North Rainbow Boulevard, Suite 300
Las Vegas, Nevada 89107
(503) 297-2833
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The shares registered herein are being issued to the
consultants for services provided to the Registrant.
Neither the Registrant's Accountants nor any other experts
named in the registration statement have any equity or other
interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation of the Company provide for the
Indemnification of employees and officers in certain cases.
Insofar as indemnification for liabilities arising under the
Securities Act of 1922 may be permitted to directors,
officers or persons controlling the company pursuant to the
foregoing provisions, the company has been informed that in
the opinion of the securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is therefore not enforceable. At the present time,
the Company does not have any officer-director liability
insurance although permitted by Section 78.752 of the GCL,
nor does the Company have indemnification agreements with
any of its directors, officers, employees or agents.
In addition, the Company is a Nevada corporation. Section
78.751 of the Nevada General Corporation Laws provides as
follows: 78.751 Indemnification of officers, directors,
employees and agents; advance of expenses.
1. 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, 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
attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in
connection with the action, suitor 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,
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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
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 to obtained, by independent legal counsel
in a written opinion; or
5. The 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, 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 corporation. The provisions of this
subsection do not affect any rights to advancement of
expenses to which corporate personnel other than the
directors or 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 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
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or on behalf of any director or officer if a final
adjudication establishes that his act 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 endures to the benefit of the heirs,
executors and administrators of such a person. Insofar as
indemnification for liabilities arising under the Securities
Act 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 Securities 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 Securities Act and will be governed by the
final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 - Consulting Agreement between Blue Star Coffee, Inc.
and Scott Bleazard
4.2 - Consulting Agreement between Blue Star Coffee, Inc.
and Stephen Brock
4.3 - Financial Services Consulting Agreement between Blue
Star Coffee, Inc. and Scott Bleazard
4.4 - Financial Services Consulting Agreement between Blue
Star Coffee, Inc. and Stephen Brock
5.1 - Opinion of Harold P. Gewerter and Associates
23.1 - Consent of Harold P. Gewerter and Associates
(included in Exhibit 5.1 above)
23.2 - Consent of Chavez and Koch
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
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(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement 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 Company hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the Company'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
Securities Act of 1933 may be permitted to directors,
officers, and controlling persons of the Company pursuant to
the foregoing provisions, or otherwise, the Company 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 payment by the Company of expenses
paid or incurred by a director, officer or controlling
person of the Company 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 Company 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
Pursuant to the requirements of the Securities Act of 1933,
the Company 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
authorized, in the City of Las Vegas, the State of Nevada,
on this 17 day of October, 2001.
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Blue Star Coffee, Inc.
By: /s/ Ron Davis
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Ron Davis, 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 dates indicated:
October 17, 2001
/s/ Ron Davis
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Ron Davis
President and Director
October 17, 2001
/s/ Ron Brigham
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Ron Brigham
Secretary
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b. Such shares shall have been duly issued pursuant to
the authorization of the Company's Board of Directors
or a duly authorized committee thereof, in the manner
contemplated by them; and
c. A certificate representing such shares shall have
been duly executed, countersigned and registered
and duly delivered to the participant thereof against
payment of the agreed consideration therefore (not
less than the par value thereof) determined in
accordance with the terms of the Agreements.
We do not find it necessary for the purposes of this
opinion letter to cover, and accordingly we express no
opinion as to, the application of the securities or blue sky
laws of the various states to the sale of the Shares, as
contemplated by the Registration Statement. In delivering
this opinion letter, we have assumed, as to questions of
fact, among other things, the accuracy of representations
and the genuineness of documents and signatures given to or
reviewed by us.
This opinion letter is limited to the General
Corporation Law of the State of Nevada. The opinions
expressed herein are solely for your benefit in connection
with the Form S-8 Registration Statement of the Company and
may not be relied upon in any manner or for any purpose by
any other person or entity without the prior written consent
of this firm.
We hereby consent to the filing of this opinion letter
as an Exhibit to the Registration Statement and to all
references to our firm included in or made a part of the
Registration Statement. In giving such consent, we do not
thereby admit that we are within the category of persons for
whom consent is required by Section 7 of the Securities Act
or the related rules promulgated by the Commission
thereunder.
Sincerely,
/s/ Harold P. Gewerter, Esq.
Harold P. Gewerter, Esq.
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