SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM SB-2/A
(Amendment No. 2)
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BARRICODE, INC.
______________________________________________
(Name of small business issuer in its charter)
Nevada 7372 20-4662814
________________________________________________________________________________
(State or jurisdiction of (Primary Standard (IRS Employer
incorporation or Industrial Classification Identification No.)
organization) Code Number)
BARRICODE, INC.
112 North Curry Street
Carson City, NV 89703
(775) 284-3769
________________________________________________________
(Address and telephone of registrant's executive office)
112 North Curry Street
Carson City, NV 89703
(775) 284-3769
________________________________________________________________________________
(Address of principal place of business or intended principal place of business)
STATE AGENT & TRANSFER SYNDICATE, INC.
122 North Curry Street,
Carson City, NV 89703
(775) 882-1013
_________________________________________________________
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement
If this Form is filed to register additional common stock for an offering under
Rule 462(b) of the Securities Act, please check the following box and list the
Securities Act Registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(c) of the
Securities Act, check the following box and list the Securities Act Registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(d) of the
Securities Act, check the following box and list the Securities Act Registration
statement number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the Prospectus is expected to be made under Rule 434, please
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities to Amount to be price per offering registration
be registered registered unit [1] price fee [2]
_______________________________________________________________________
Common Stock 2,475,000 $0.025 $61,875 $6.62
[1] The offering price has been arbitrarily determined by Barricode, Inc. and
bears no relationship to assets, earnings, or any other valuation criteria.
No assurance can be given that the shares offered hereby will have a market
value or that they may be sold at this, or at any price.
[2] The portion of the shares which are being offered by the Selling Security
Holders has been calculated based upon Rule 457(o) under the Securities
Act.
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 this registration
statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXHIBITS
The following Exhibits are filed as part of this Registration Statement,
pursuant to Item 601 of Regulation K. All Exhibits have been previously filed
unless otherwise noted.
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Exhibit No. Document Description
________________________________________________________________________________
3.1* Articles of Incorporation of Barricode, Inc.
________________________________________________________________________________
3.2* Bylaws of Barricode, Inc.
________________________________________________________________________________
5.1 Opinion of Law Offices of Thomas E. Puzzo, PLLC regarding the
legality of the securities being registered.
________________________________________________________________________________
23.1* Consent of Moore and Associates, Chartered.
================================================================================
* Incorporated by reference to the Company's SB-2 filed with the Commission on
October 23, 2007
DESCRIPTION OF EXHIBITS
*Exhibit 3.1
Articles of Incorporation of Barricode, Inc., dated April 3, 2006.
*Exhibit 3.2
Bylaws of Barricode, Inc. approved and adopted on April 3, 2006.
Exhibit 5.1
Opinion of Thomas E. Puzzo, Attorney at Law, 4216 NE 70th Street Seattle, WA
98115, dated October 31, 2007, regarding the legality of the securities being
registered.
*Exhibit 23.1
Consent of Moore and Associates, Chartered Accountants, 2675 S. Jones Blvd.,
Suite 109, Las Vegas, NV 89146, dated October 19, 2007, regarding the use in
this registration statement of their report of the auditors and financial
statements of Barricode, Inc. for the period ending April 30, 2007 and
July 31, 2007
*Previously filed with Form SB-2 on October 23, 2007.
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
b. To reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar
value of securities offered would not exceed that which is registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424 (b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
c. To include any additional or changed material information on the plan
of distribution.
2. That, for the purpose of determining any liability under the Securities
Act, to treat each post-effective amendment as a new registration statement
of the securities offered therein, and the offering of the securities at
that time to be the initial bona fide offering.
3. To file a post-effective amendment to remove from registration any of the
securities that remain unsold after the offering.
4. For determining liability of the undersigned small business issuer under
the Securities Act to any purchasers of the initial distribution of
securities, the undersigned small business issuer undertakes that in a
primary offering of securities of the undersigned small business issuer
pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are
offered or sold to such purchasers by means of the following
communications, the undersigned small business issuer will be a seller to
the purchaser and will be considered to offer or sell such securities to
such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned small
business issuer relating to the offering required to be filed pursuant
to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned small business issuer or used or referred to
by the undersigned small business issuer;
(iii) The portion of any free writing prospectus relating to the offering
containing material information about the undersigned small business
issuer or its securities provided by or on behalf of the undersigned
small business issuer; and
(iv) Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser.
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 this Form SB-2/A. The registrant certifies further
that it has authorized this registration statement and duly caused this Form
SB-2/A registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Mississauga, Ontario on this 31 day of October,
2007.
BARRICODE, INC.
/s/ TOM DELANEY
_____________________________
Tom Delaney
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer.
Know all men by these present, that each person whose signature appears below
constitutes and appoints Tom Delaney, as agent, with full power of substitution,
for his and in his name, place, and stead, in any and all capacities, to sign
any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, therewith, with the Securities and
Exchange Commission, and to make any and all state securities law or blue sky
filings, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying the confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form SB-2/A
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
/s/ TOM DELANEY October 31, 2007
________________________________________________________________________________
Tom Delaney
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer.