Form 1-A
Offering Circular
Bio Fil Inc.
Up to $5,000.000 in Common Share
500,000 Shares. $10.00 A Share
The United States Securities and Exchange Commission does
not pass upon the merits of or give its approval to any
securities offered or the terms of the offering, nor does it
pass upon the accuracy or completeness of any offering circular
or other solicitation materials. These securities are offered
pursuant to an exemption from registration with the Commission;
however, the Commission has not made an independent
determination that the securities offered hereunder are exempt
from registration
The offering statement relating to these securities has
been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted
before the offering statement filed with the Commission is
qualified. This offering circular shall not constitute an offer
to sell or the solicitation of an offer to buy nor may there be
any sales of these securities in any state in which such offer,
solicitation or sale would be unlawful before registration or
qualification under the laws of any such state.
Generally, no sale may be made to you in this offering if
the aggregate purchase price you pay is more than 10% of the
greater of your annual income or net worth. Different rules
apply to accredited investors and non-natural persons. Before
making nay representation that your investment does not exceed
applicable thresholds, we encourage you to review Rule
251(d)(2)(i)(c) of Regulation A. For general information on
investing, we encourage you to refer to WWW.investor.gov
The mailing address for our office is:
Bio Fil Inc
2906 E Caley Avenue
Centennial, CO 80121
720-364-2476
Investing in our common shares is speculative and involves
substantial risks. You should purchase these securities only if
you can afford a complete loss of your investment. You should
carefully review the "Risk Factors" section of this offering
circular, beginning on page _8_, which contains a detailed
discussion of the material risks that you should consider before
you invest in our common stock.
This offering consists of Common Stock that is being offered on
a "best efforts" basis. Sales to Public commence on the date of
Qualification from the Securities and Exchange Commission. This
Offering shall remain open until December 31, 2017, unless
extended by the Company.
Price to Public Underwriting Discount
Proceeds to Proceeds to
And commissions Issuer
Other Persons
________________________________________________________________
___________
Per share/unit $10.00 0.00 $10.00
0.00
Total Minimum $1000.00 0.00 $1000.00 0.00
Total Maximum $5,000,000 0.00 $5,000,000
0.00
Minimum investment is 100 shares
This Offering Circular follows the Form S-1 disclosure format.
The date of this offering circular is January 24, 2017
Table of Contents
Page
Offering Summary 3
Business Description
4
Risk Factors 8
Use of Proceeds 10
Plan of Distribution and Selling Security Holders
10
Description of Property 11
Management's Discussion and Analysis of
11
Financial Condition and Results of Operations
Securities Offered 12
Dilution 14
Directors, Executive Officers and Significant Employees
14
Compensation of Directors and Executive Officers
16
Security Ownership of Management and Certain Securityholders
17
Interest of Management and Others in Certain Transactions
17
Disqualifying Events 18
Section F/S 19
Part III: Exhibit 21
Signatures 24
Acknowledgement Adopting Typed Signature 25
OFFERING SUMMARY
The following summary highlights selected information contained
in this Offering Circular. this summary does not contain all
the information that may be important. Before investing in this
offering, please review all information carefully, ask any
question that you would like answered and consult your own
counsel. References to "we", "us", "our", "Company" mean Bio Fil
Inc.
The principle purposes of this Offering is to use the proceeds
to produce, market, and obtain FDA's approval of a Biodegradable
Cigarette Filter.
There is currently no trading market for our common stock. The
absence of an active trading market will limit shareholders'
ability to sell their shares. Management is actively seeking
for market maker(s) to sponsor our securities and, subject to
availability of funds and FINRA requirements, will either have
our securities quoted on the OTC, or Pink Market. However,
there is no assurance that an active trading market for the
Company's stock will develop due to our no prior operating
history.
Price to Public Underwriting Discount
Proceeds to Proceeds to
And commissions Issuer
Other Persons
________________________________________________________________
___________
Per share/unit $10.00 0.00 $10.00 0.00
Total Minimum $1000.00 0.00 $1000.00 0.00
Total Maximum $5,000,000 0.00 $5,000,000
0.00
Business Description
Conventional cigarettes typically have a substantially
cylindrical rod shaped structure and include a charge, roll or
column of smokable material, such as shredded tobacco (e.g., in
cut filler form), surrounded by a paper wrapper, thereby forming
a so-called ?smokable rod? or ?tobacco rod.? Normally, a
cigarette also has a cylindrical filter element aligned in an
end-to-end relationship with the tobacco rod. The filter
element is commonly made of cellulose acetate fibers (typically
as many as 12,000 fibers) bonded to each other by triacetin
circumscribed by a paper material known as a ?plug
wrap.? Certain filter elements can also incorporate polyhydric
alcohols. Typically, the filter element is attached to one end
of the tobacco rod using a circumscribing wrapping material
known as ?tipping paper.? After smoking, the spent filters are
sometimes improperly discarded in the environment. The
cellulose acetate filaments tend to degrade slower than tobacco
and/or the paper parts of the cigarette, due to the highly
entangled nature of the fibers, solvent bonding between the
fibers, and the slow degradability of the cellulose acetate
polymer. Typically, the time required for a cigarette filter to
break down is 10-15 years, and it is estimated that every year
worldwide approximately 4.5 trillion cigarette butts wind up as
litter. It is estimated that about 30 per cent of the waste
along U.S. shorelines, waterways, and on land is made up by
cigarette butts.
Seeing the need for a biodegradable filter, one that can break
down significantly faster than the current filter on market, Bio
Fil Inc. has come up with a new filter to replace the one
currently used. Our cigarette filters are completely made of
organic materials, they break down significantly faster than
conventional filters, thereby having less impact on the
environment compared to conventional cigarette filters. For
example, there is less pollution around shorelines, waterways
and on land, which is not only aesthetically pleasing but also
reduces cleanup costs. A safer environment for animals is also
created, that might otherwise ingest conventional plastic
cigarette filters. There may even be some degree of health
benefits to smokers resulting from using the biodegradable
cigarette filters. While smoking undoubtedly presents serious
health hazards, a significant portion of these health problems
result from tar and other chemicals entering the lungs of the
smokers. Our biodegradable cigarette filters described capture
a larger amount of tar compared to conventional cigarette
filters, and thereby reduce the amount of tar that ends up in
the smoker?s lungs. So while smoking cessation is clearly the
best way to address health issues related to smoking, a person
who is not able to do this may still experience some degree of
benefit when smoking cigarettes that have a biodegradable
filter. In addition, the biodegradable filter shows a minimum
reduction in flavor compared to conventional cigarette filters.
As a result, Bio Fil Inc. is formed. Our business goal here is
to make a biodegradable filter to replace those that are
currently used. We do not involve in cigarette
manufacturing. We only make filters and filter tubes to provide
to cigarette manufacturing companies, cigarette filter
companies, and perhaps, sell to cigarette stores nationwide.
The company founder, Thuan Lu, holds a pending patent for a
biodegradable filter (Application Number 62426108). Bio Fil
Inc. looks to manufacture its biodegradable filters to replace
the current filters on market. Prototypes of our product will
be available to prospective investors upon request.
Bio Fil Inc is a start up company Incorporated in the State of
Colorado and operates its business in the State of Colorado. We
are located at 2906 E Caley Ave Centennial CO 80121 and our
current phone number is 720-364-2476. When the Company secure
the funds needed for our operations, management will identify
another location for our office and plant and will update the
information to all investors appropriately.
As of the date of this Offering Circular, the Company has no
employee, part time or full time.
The Company has not filed for bankruptcy protection nor has it
ever been involved in receivership or similar proceedings. The
Company is not presently involved in any legal proceedings
material to the business or financial condition of the
Company. The Company does not anticipate any material
reclassification, merger, consolidation, or purchase, or sale of
a significant amount of assets not in the ordinary course of
business.
The Industry
During 2015, more than 4 billion cigarettes were sold in the
United States. Four companies?Philip Morris USA, Reynolds
American Inc., ITG Brands, and Liggett, accounted for about 91%
of U.S. cigarette sales. Imports accounted for approximately 9%
of U.S. cigarette sales in 2015.
The U.S. Market
According to the Centers for Disease Control Prevention, below
is the percentage of adults aged 18 years or older who were
current cigarette smokers in the United States in 2015:
* 15.1% of all adults (36.5 million people): 16.7% of males,
13.6% of females
* Nearly 22 of every 100 non-Hispanic American Indians/Alaska
Natives (21.9%)
* About 20 of every 100 non-Hispanic multiple race
individuals (20.2%)
* Nearly 17 of every 100 non-Hispanic Blacks (16.7%)
* Nearly 17 of every 100 non-Hispanic Whites (16.6%)
* About 10 of every 100 Hispanics (10.1%)
* 7 of every 100 non-Hispanic Asians (7.0%)
Each day, more than 3,200 people younger than 18 years of age
smoke their first cigarette and an estimated 2,100 youth and
young adults who have been occasional smokers become daily
cigarette smokers. During 2015, more than 4 billion cigarettes
were sold in the United States.
World Market
Statistic show that revenues of the cigarette industry is over
400 billion annually. Globally, approximate 5.8 trillion
cigarettes are produced in 2015. The number of smokers and
cigarettes produced keep rising due to population growth. It is
expected that by 2025, the number of smoker worldwide will be
1.6 billion.
Competitive Analysis
As a start up company, Bio Fil Inc.faces some competitions and
they are identified below:
1. Electronic Cigarettes
A number of electronic products, such as electronic cigarettes
(e-cigarettes), electronic cigars (e-cigars), and electronic
pipes (e-pipes), are being introduced in the marketplace in
recent years. Electronic cigarette uses are on the rise in the
United States and it is expected to continue rising over time.
However, electronic cigarettes have many set backs and that's
why it has not hurt the cigarette industry much since its
introduction to the market.
* Electronic cigarette is not safe. Defective battery can
explode or if improperly use.
* E Liquids are very poisonous, especially to toddlers and
children; who might drink the liquid because of the
pleasant smell.
* Electronic cigarettes don't deliver the buzz that all
smokers want compare to conventional cigarettes.
* Electronic cigarettes are expensive.
It is important to note that the high percentage of smokers in
the world are middle and low income people. Many of the
smokers, buying one electronic cigarette, could equal to few
months of their income. As a result, the volume of electronic
cigarette uses is very low in the third world countries.
2. Current Cigarette Filter Manufacturing Companies
The company will face competition from existing cigarette filter
manufacturing companies, who will fight to retain their market
shares. However, most competing companies do not have the
filter that is biodegradable like Bio Fil Inc does.
Bio Fil Inc. will capitalize on its competitors' weaknesses by
building on the following strengths:
* Unique filter that is protected by the patent.
* Reduce costs as much as possible to keep its price
competitive and to increase investor's profit.
* Knowledgeable management team.
3. Cigarette Companies
To convince cigarette companies to switch to Bio Fil Inc.'s
degradable filter, the Company will:
* Keep prices very competitive to what they are paying now.
* Show that our biodegradable filters benefit cigarette
companies in terms of costs and negative publicity.
* Show that cigarette companies can help save our ocean,
waterways, widlife?
According to the Center for Marine Conservation, cigarette butt
litter accounts for one in every five items collected on
cleanups, making it the most prevalent form of litter ON EARTH.
Globally, approximately 5 trillion cigarette butts are littered
every year. Smokers in the USA account for over 250 billion
cigarette butts, in the UK 200 tons of butts are discarded, and
Australian smokers litter over 7 billion cigarette butts
annually. In most Western countries cigarette butt litter
accounts for around 50% of all litter.
* There are 1 billion smokers in the world today, and if
current trends continue, that number is expected to
increase to 1.6 billion by the year 2025.
* Worldwide, approximately 10 million cigarettes are
purchased a minute, 15 billion are sold each day, and
upwards of 5 trillion are produced and used on an annual
basis.
* Cigarette filters are made of cellulose acetate, a
plastic. After discarded, it can take up to 15 years for
the filter to decay.
It's estimated that trillions of filters, filled with toxic
chemicals from tobacco smoke, make their way into our
environment as discarded waste yearly.
Economic & Environmental Impact
When it comes to cigarette litter, we all pay. Cigarette litter
not only affects us as individuals, but also impacts your local
community, including business owners and residents as well as
the community environment.
Economically, cigarette butt litter:
Requires additional sidewalk and street sweeping, greenway and
park maintenance, storm drain cleaning, and increased
maintenance of stormwater filters.
Makes business owners bear the expense of cigarette butt and
cigar tip litter cleanup around entrances, exits, sidewalks, and
parking lots.
Can result in a decline in a city?s foot traffic, tourism,
business development, and housing. In fact, the presence of
litter in a community decreases property values by a little over
7%. Focusing on small improvements, like reducing cigarette butt
litter, creates safer and more economically vibrant communities.
Takes a toll on recreation areas and public spaces. Tobacco
litter represents nearly 34.4% of all litter in outdoor
recreation areas such as picnic areas, hiking trails, parks,
etc. decreasing the appeal of these natural areas.
Environmentally, cigarette butt litter:
32% of litter at storm drains is tobacco products. 80% of butts
on the ground find their way into our water systems and detract
from the quality of our drinking water. Cigarette butts have
been found in the stomachs of fish, whales, birds and other
marine animals which leads to ingestion of hazardous chemicals
and digestive blockages. Animals, marine life, and toddlers who
ingest dropped cigarette butts can become ill or die from them.
Risks Associated with Our Business
"RISK FACTORS"
Investing in our common stock involves a number of risks, some
of which, including market, regulatory risks, competitions....
You should carefully consider the risks described below before
making a decision to invest in our common stock.
1. We face competitors in the conventional cigarette filter
market.
Conventional cigarette filters will continue to dominate the
market in the beginning. As we introduce our filter to the
market, gradually, more and more consumers will know about our
filter and its biodegradable feature.
2. Regulations and Taxes could lead to declination in numbers
of smokers.
New laws may ban smoking altogether or increase in taxes will
lead to higher prices of cigarette, which will lead to
declination of cigarette consumption, and thus, reduce our sales
and our profitability.
3. We may face increase costs in labor.
Wage laws may change, which may increase our costs of labor and
reduce our profitability.
4 Negative publicity may reduce sale of tobacco products.
Due to health risk, consumption of cigarette continue to
decline. Declination in cigarette consumption will lead to
lower demand for our filter, which will lead to low sale volume
and lower profit.
5. Counterfeit.
When our product is superior than current filter, counterfeit
products may appear on the market. Counterfeiting will reduce
our revenue and profit.
6. The reliance on outside suppliers for raw materials.
We rely on many Southeast countries for our fibers, which is the
main material used in the production of our filter. Changes in
climate, regulations, import and export restrictions, could
affect our ability to buy the fibers needed.
7. E-Cigarette Trend could reduce cigarette consumptions.
Electronic cigarette uses currently on the rise. It could
reduce the demand for conventional cigarette and thus, lead to
lower demand for our filter.
8. Emerging Market
Foreign markets could introduce their products to the U.S.
market illegally and affect the demand of cigarette use in the
United States, which will lead to lower demand for our filter.
9. Cigarette Companies May Not Accept Our Filter
Our filters may not be accepted by cigarette companies and we
cannot sell. We will not have revenue.
10. The Food and Drug Administration
The FDA requires that product used by human be free from
possible harmful side effects resulting from
use. While our raw material used is organic and safe, it
still needs FDA approval prior to production.
11. Unknown Risks
Unforeseen risks such as war, nature, bans of cigarette uses,
diminishing social acceptance, all can lead to lower demand for
our filter.
If any the the above risks actually occur, the trading price of
our common stock would likely decline, and you may lose all or
part of your investment.
USE OF PROCEEDS
The principal purposes of the offering are to raise capitals
needed to put the Company in operations. Assuming the offering
is fully subscribed, our net proceeds from the offering at
$10.00 a share will be $5,000,000 since there is no underwriter
involved. However, if the Company finds and retain the services
of the underwriter, depend on discounts and commissions
agreed, our net proceeds will be less than the amount
anticipated. We will update the information if we have any
arrangement made.
The Company intends to use its proceeds as follow:
a. 20% fee pay to the Food and Drug Administration.
b. 30% to purchase machineries and equipment.
c. 20% to purchase raw materials and supplies.
d. 30% for operating expenses.
Management of the Company has wide latitude and discretion in
the use of proceeds from this Offering. Our first priority is to
use the funds to get our filter product to pass Food and Drug
Administration?s approval. The remaining proceeds from this
Offering will be used for working capitals such as materials and
supplies, machineries and equipment, and a portion of the
proceeds from this Offering may be used to make payments to
officers, directors, and employees of the issuer. At present,
there are no agreements between the Company and its officers or
directors arranged.
The Company reserves the right to change the use of proceeds set
out herein based on the needs of the ongoing business of the
Company and the discretion of the Company?s management. If we
failed to raise the full amount of this Offering, the Company
may reallocate the estimated use of proceeds among the various
categories. In such case, the Company may spend whatever we
raised from this Offering for FDA; since FDA fees is not fixed,
management expect that fees pay to the FDA could be more than
20% anticipated.
Depending upon developments in the Company's business, the
Company may also need more working capitals and may finance it
through the sale of additional securities. Given the scope of
the market, additional sale of securities is very likely as we
expand our company.
Plan of Distribution and Selling Security Holders
We may sell the securities offered pursuant to this Offering
Circular in any of the following ways:
? directly to one or more purchasers;
? through agents;
? through underwriters, brokers or dealers; or
? through a combination of any of these methods of sale.
All of the Common Stock is newly authorized and issued by the
Company. None of the Shares being sold in this offering are
being sold by present securities holders. At present, Bio Fil
Inc. does not have an underwriter and does not engage any Broker
Dealer or Transfer Agent with our Offering. There are no plans
to return funds to subscribers if all of the securities to be
offered are not sold.
The sale of other securities of the same class as those to be
offered for the period of distribution will be limited and
restricted to those sold through this Offering. Because the
Shares being sold are not publicly or otherwise traded, the
market for the securities offered is presently stabilized.
Description of Property
As of the date of this Offering Circular, our place of operation
is 2906 E Caley, Centennial, CO 80121. When the Company
successfully raised enough funds needed for our operations,
management will identify another location for our office and
plant and will update the information to all investors of
records either through email or conventional mails..
Management's Discussion and Analysis of Financial Condition and
Results of Operations
This discussion contains forward looking statements reflecting
our current expectations that involve risks and
uncertainty. Actual results and timing of events may differ
materially from those contained in these forward looking
statements due to a number of factors, including those discussed
in the "Risk Factors" and elsewhere in this Offering Circular.
Bio Fil Inc. was formed in the State of Colorado on January
13th, 2017. The Company was formed for the purpose of
manufacture biodegradable cigarette filters and sell our filters
to cigarette filter manufacturing companies or cigarette
companies worldwide.
Operating Results
Revenue: Bio Fil In. is in the startup phase and as of
the date of this Offering Circular, the Company has no
sales and no revenue.
Operating Expenses: Operating expenses since date of
inception were $365.00. Operating expense was paid to the
Secretary of State to incorporate the Company and our
corporate bylaws.
Net Loss: Net loss since inception date was ($365.00)
Since we have administrative expenses such as professional
service fees, Securities and Exchange Commission fees, We expect
our operating expenses to increase with setting up the
operations. Our operating costs exceed revenue because we have
no sales.
Liquidity and Capital Resources.
Currently, we have net cash of $0.00. Our net loss of ($365.00)
was advanced from our Founder and CEO, Thuan Lu. Until we
receive an approval from the FDA, and until we receive orders
from prospective clients, our net loss only increase. Also,
until we raise funds in this Offering, our CEO will continue to
advance the capitals needed for us.
Plan of Operations
Assuming that we successfully raised the amount needed in this
Offering, our plan of operation for the 12 months following the
commencement of this Offering as follow:
Our first priority is to send our Biodegradable Cigarette Filter
prototype to the Food and Drug Administration for approval.
In the meantime, we will identify a location for our office and
plant and obtain all necessary licenses. We will have a team in
place for machineries and equipments, purchase raw materials and
supplies needed. We will put in sale teams for discussing with
cigarette companies and cigarette manufacturing companies
worldwide.
The proceeds from this Offering will not satisfy our cash
requirements and we anticipated to raise additional funds to
implement our plan of operations. If our biodegradable filter is
welcome by cigarette companies and advance orders be taken,
management will have to raise additional capital to finance our
production requirements.
Trend Information:
Since we are a start up company and have not started to produce
our filter for sale yet, we are unable to identify the recent
trends in production, sale, inventory, the state of the order
book, costs, or selling prices since the latest financial
year. For the same reason, for the current year, we are unable
to identify any known trends, uncertainties, demands,
commitments or events based our our business that are reasonably
likely to have a material effects on our net sales or revenue,
income from continuing operations, profitability, liquidity or
capital resources, or that would cause the reported financial
information in this Offering not necessarily to be indicative of
future operating results or financial condition. Investors are
encouraged to read sections ?RISK FACTORS? and ?BUSINESS
DESCRIPTION? carefully..
Securities Offered
This offering consists of Common Stock that is being offered on
a "best efforts" basis, which means that there is no guaranteed
that any minimum amount will be sold. The Shares are being
offered and sold by Bio Fil Inc. There is no minimum number of
shares that needs to be sold in order for funds to be used in
the operations of the Company's business in a manner consistent
with the "Use of Proceeds" in this Offering Circular
The Company is offering Shares of its Common Stock. Except as
otherwise required by law, the Company?s Certificate of
Incorporation or Bylaws, each Shareholder shall be entitled to
one vote for each Share held by such Shareholder on the record
date of any vote of Shareholders of the Company. The Shares of
Common Stock, when issued, will be fully paid and nonassessable.
The Company does not expect to declare dividends for holders of
Common Stock in the foreseeable future. Dividends will be
declared, if at all (and subject to rights of holders of
additional classes of securities, if any), in the discretion of
the Company?s Board of Directors. Dividends, if ever declared,
may be paid in cash, in property, or in shares of the capital
stock of the Company, subject to the provisions of law, the
Company?s Bylaws and the Certificate of Incorporation. Before
payment of any dividend, there may be set aside out of any funds
of the Company available for dividends such sums as the Board of
Directors, in its absolute discretion, deems proper as a reserve
for working capital, to meet contingencies, for equalizing
dividends, for repairing or maintaining any property of the
Company, or for such other purposes as the Board of Directors
shall deem in the best interests of the Company.
The minimum subscription that will be accepted from an investor
is One Thousand Dollars ($1000.00) (the "Minimum Subscription").
A subscription may be made only by tendering to the Company the
executed Subscription Agreement (electronically or in writing)
delivered with the subscription price in a form acceptable to
the Company, via cash, check, or money order. The execution and
tender of the documents required, as detailed in the materials,
constitutes a binding offer to purchase the number of Shares
stipulated therein and an agreement to hold the offer open until
the Expiration Date or until the offer is accepted or rejected
by the Company, whichever occurs first.
The Company reserves the unqualified discretionary right to
reject any subscription for Shares, in whole or in part. If the
Company rejects any offer to subscribe for the Shares, it will
return the subscription payment, without interest or reduction.
The Company's acceptance of your subscription will be effective
when an authorized representative of the Company issues you
written or electronic notification that the subscription was
accepted.
There are no liquidation rights, preemptive rights, conversion
rights, redemption provisions, sinking fund provisions, impacts
on classification of the Board of Directors where cumulative
voting is permitted or required related to the Common Stock,
provisions discriminating against any existing or prospective
holder of the Common Stock as a result of such Shareholder
owning a substantial amount of securities, or rights of
Shareholders that may be modified otherwise than by a vote of a
majority or more of the shares outstanding, voting as a class
defined in any corporate document as of the date of filing. The
Common Stock will not be subject to further calls or assessment
by the Company. There are no restrictions on alienability of the
Common Stock in the corporate documents other than those
disclosed in this Offering Circular.
There are no known potential liabilities imposed on
securityholders under state statutes or foreign laws.For
additional information regarding the Shares, please review the
Company?s Bylaws, which are attached to this Offering
Circular.
The Company does not have any shares of preferred stock
authorized or have any debt securities authorized. There are no
other classes of stock in the Company as of the date of this
Offering Circular.
Dilution
The investor's stake in a company could be diluted due to
the company issuing additional shares. If we decide to issue
more shares, an investor could experience value dilution, with
each share being worth less than before, and control dilution,
with the total percentage an investor owns being less than
before. In other words, when the company issue more shares, the
percentage of the company that you own will decrease.
If you are making an investment expecting to own a certain
percentage of the company or expecting each share to hold a
certain amount of value, it's important to realize how the value
of those shares can decrease by actions taken by the
company. Dilution can make drastic changes to the value of each
share, ownership percentage, voting control, and earnings per
share.
Compensation of Executive Officers and Directors.
Directors, Executive Officers and Significant Employees
The directors, executive officers and significant employees of
the Company as of January 24th, 2017 are as follows:
Name
Position
Age
Term of
Office
Approximate hours
per week for part
time employee(2)
Executive
Officer
Thuan Lu
Chief
Executive
Officer
44
01/13/17
- present
10
Peter Pham
Chief
Operating
Officer
57
01/13/17
- present
0
Bao Ho
Executive
President of
Marketing
34
01/13/17
- present
0
Directors
Tu Huynh
Director
35
01/13/17
- present
n/a
Significant
Employee
n/a
n/a
n/a
n/a
There are no arrangement or understanding exist among the
Company, its Executive Officers and Directors.
There is no family relationship between any of our Executive
Officers and Directors.
Thuan Lu, Company Founder and CEO
Prior to this, Mr. Lu worked as a real estate agent from 1998 to
2004. In 2003, Mr. Lu started an insurance agency and worked as
an agent and broker in the insurance industry from 2003 to
2016. Mr. Lu also owned and managed nail salons, travel agency,
and provides bookkeeping for businesses in the Vietnamese
community.
Mr. Lu earned his Bachelor of Science degree in Business
Administration, with a Minor in Economics,from the University of
Colorado at Boulder. He is fluent in English and Vietnamese,
and also speak some Chinese.
Peter Pham
Mr. Pham currently is self employed. He owns, operates, and
manage various businesses such as restaurants and landscaping
company. Mr. Pham has a BS in Business Administration from the
University of Hue. Mr. Pham will serve the Company as President
and Chief Operating Officer.
Bao Ho
Mr. Ho currently is contracted with various government agencies
such as the Department of Homeland Security, Department of
Justice, and the Department of Defense. Mr. Ho has a BS in
Finance from the University of Denver, Colorado. Mr. Ho will
serve the Company as the Executive President of Marketing.
Tu Huynh
Mr. Huynh currently works as a Data Analyst for Precision
Discovery in Colorado. Mr. Huynh earned his Master degree in
Applied Mathematics from the University of Denver in 2006. Mr
Huynh will serve the company as Executive Vice President of
Marketing.
To the best of our knowledge, there are no legal proceedings
pending against any of our Executive Officers and Director
regards bankruptcy, or a receiver, fiscal agent, or similar
officer appointed by a court for the business or property of
such person, or any partnership in which he was general partner
at or within two years before the time of such filing, or any
corporation or business association of which he was an executive
officer at or within two years before the time of such
filing.and to the best of our knowledge, there are no such legal
events occurred in the last five years.
To the best of our knowledge, there are no criminal proceeding
pending against, contemplated, or threatened to any of our
Executive Officers and Directors, or the Company.
Compensation of Directors and Executive Officers
Name
Capacities in
which
compensation
was received
Cash
Compensation
$
Other
Compensation
$
Total
Compensation
$
Thuan
Lu
Chief
Executive
Officer
0.00
0.00
0.00
Peter
Pham
Chief
Operating
Officer
0.00
0.00
0.00
Bao
Ho
Executive
President of
Marketing
0.00
0.00
0.00
Tu
Huynh
Director
0.00
0.00
0.00
At present, the Company has three Executive Officers and one
Director. At present, none of our Executive Officers or Director
are being compensated for their services to the Company. The
Company may choose to compensate the present director in the
future, as well as compensate future directors, in the Company?s
discretion. We have not entered into any employment agreements
with our executive officers or director to date. We may enter
into employment agreements with them in the future.
Since our Chief Executive Officer holds a pending patent for our
product line (the Biodegradable Cigarette Filter), Management
have decided that we will pay our Chief Executive Officer
$3000.00 royalty per month for Copyright use of the
filter. Royalty payments begin on the 1st date of each month
with the first payment due February 1st, 2017.
As of January 24th, 2017, the Company have no employee. The
Company plans to hire additional employees at such time as the
Company has sufficient cash to fund the expanded launch of its
business plans.
Security Ownership of Management and Certain Securityholders
As of January 24th, 2017, there is no beneficial ownership of
our Common Stock at the time of this Offering by any of our
directors or executive officers or by all of our directors and
executive officers as a group.
There are no other securityholder who beneficially owns more
than 10% of any class of the issuer?s voting securities as such
beneficial ownership would be calculated if the issuer were
subject to Rule 13d-3(d)(1)of the Securities Exchange Act of
1934.
Title
of
Class
Name and
Address of
Beneficial
Owner(1)
Amount and
nature of
Beneficial
Ownership
Amount and Nature
of Beneficial
ownership
Acquirable(2)
Percent
of
Class(3)
n/a
n/a
n/a
n/a
n/a
Interest of Management and Others in Certain Transactions
Bio Fil Inc. was incorporated on January 13th, 2017 and the
Company does not have information for the last two fiscal
year. For current fiscal year,there is no transaction or
proposed transactions to which the issuer or any of its
subsidiaries was or is to be a participant. and that there are
no persons had or is to have a direct or indirect material
interest in the Company.
Disqualifying Events
Recent changes to Regulation A promulgated under the Securities
Act prohibit an issuer from claiming an exemption from
registration of its securities under such rule if the issuer,
any of its predecessors, any affiliated issuer, any director,
executive officer, other officer participating in the offering
of the interests, general partner or managing member of the
issuer, any beneficial owner of 20% or more of the voting power
of the issuer?s outstanding voting equity securities, any
promoter connected with the issuer in any capacity as of the
date hereof, any investment manager of the issuer, any person
that has been or will be paid (directly or indirectly)
remuneration for solicitation of purchasers in connection with
such sale of the issuer?s interests, any general partner or
managing member of any such investment manager or solicitor, or
any director, executive officer or other officer participating
in the offering of any such investment manager or solicitor or
general partner or managing member of such investment manager or
solicitor has been subject to certain ?Disqualifying Events?
described in Rule 506(d)(1) of Regulation D subsequent to
September 23, 2013, subject to certain limited exceptions. The
Company is required to exercise reasonable care in conducting an
inquiry to determine whether any such persons have been subject
to such Disqualifying Events and is required to disclose any
Disqualifying Events that occurred prior to September 23, 2013
to investors in the Company.
The Company believes that it has exercised reasonable care in
conducting an inquiry into Disqualifying Events by the foregoing
persons and is aware of the no such Disqualifying Events exist.
It is possible that (a) Disqualifying Events may exist of which
the Company is not aware and (b) the SEC, a court or other
finder of fact may determine that the steps that the Company has
taken to conduct its inquiry were inadequate and did not
constitute reasonable care. If such a finding were made, the
Company may lose its ability rely upon exemptions under
Regulation A, and, depending on the circumstances, may be
required to register the Offering of the Company?s Common Stock
with the SEC and under applicable state securities laws or to
conduct a rescission offer with respect to the securities sold
in the Offering.
Section F/S
Financial Statements
Bio Fil Inc.
Consolidated Balance Sheet
December 31,
2017
As of January 24th,
2017 (inception)
Assets
Prepaid expenses and other current assets
$0.00
Total current assets
$0.00
Total Non Current Assets $0.00
Total Assets $0.00
Liabilities and stockholder?s equity
Current Liabilities $0.00
Account Payable $0.00
Total Current Liabilities
$0.00
Stockholder?s equity
$0.00
Total Stockholder?s equity
$0.00
Total Liabilities and stockholder?s equity
$0.00
Bio Fil Inc.
Consolidated Statement of Income
December 31,
2017
As of January 24th,
2017 (inception)
Income from operating activities
$0.00
Total Income $0.00
Bio Fil Inc.
Consolidated Cash Flows
December 31, 2017
As of January 24th,
2017 (inception)
Cash flows from operating activities
Net Loss $ (365.00)
Total Loss $
(365.00)
Bio Fil Inc.
Consolidated Statement of Stockholder?s Equity
December 31,
2017
As of January 24th,
2017 (inception)
Stockholder?s Equity
$0.00
Total Stockholder?s Equity
$0.00
PART III: EXHIBITS
Index to Exhibits
Description Item Exhibit
Underwriting Agreement 17.1 1-a
Charter and bylaws 17.2 1-b
Subscription Agreement 17.4 1-c
Voting Trust Agreement 17.5 1-d
Material Contracts 17.6 1-e
Plan of acquisition, reorganization 17.7
1-f
Arrangement, liquidation, or succession
Escrow Agreements 17.8 1-g
Letter re change in certifying accountant 17.9
1-h
Power of Attorney 17.10 1-i
Consents 17.11 1-j
Opinion re legality 17.12 1-k
Testing the waters 17.13 1-l
Appointment of Agent for Service of Process 17.14
1-m
Additional exhibits 17.15 1-n
Exhibit 1-a
Underwriting Agreement
There are no underwriting contract or agreement exists with this
Offering.
Exhibit 1-b
Charter and Bylaws including Amendments
Attachment
Exhibit 1-c
Subscription Agreement
Attachment
Exhibit 1-d
Voting Trust Agreement
As of the date of this filing, there are no voting trust
agreement or amendments exists.
Exhibit 1-e
Material Contracts
As of the date of this filing, there are no material contracts
exists.
Exhibit 1-f
Plan of acquisition, reorganization, arrangement, liquidation,
or succession
As of the date of this filing, there are no plan of acquisition,
disposition, reorganization, readjustment, succession,
liquidation, or arrangement pending or exists.
Exhibit 1-g
Escrow Agreements
There are no escrow agreement or similar arrangement which has
been executed in connection with this Regulation A Offering
Exhibit 1-h
Letter re Change in Certifying Accountant
As of the date of this filing, there are no accountant involves
is this Regulation A Offering
Exhibit 1-i
Power of Attorney
As of the date of this filing, there are no power of attorney
authorized.
Exhibit 1-j
Consents
Af of the date of this filing, there are no consent, written or
orally, from any experts or any other persons in connect with
this Offering.
Exhibit 1-k
Opinion re Legality
As of the date of this filing, there are no counsel opinion as
to the legality of the securities covered by the Offering
Statement.
Exhibit 1-l
Testing the Waters
As of the date of this filing, there are no written
communication or broadcast script used under the authorization
of Rule 255.
Exhibit 1-m
Appointment of agent for Services of Process
As of the date of this filing, there are no appointment of agent
for service of process authorized.
Exhibit 1-n
Additional Exhibits
None.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer
certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form 1-A and has
duly caused this offering statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Centennial, State of Colorado, on January 24th, 2017
Bio Fil Inc.
By ___________Thuan Lu___________
Chief Executive Officer
This offering statement has been signed by the following persons
in the capacities and on the dates indicated
By __________Bao Ho______________.
Executive President of Marketing
Date _____01/24/2017______________.
By _______Tu Huynh_______________.
Director
Date ______01/24/2017_____________.
ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES
The undersigned hereby authenticate, acknowledge and otherwise
adopt the typed signatures above and as otherwise appear in this
filing and Offering.
By: ___/S/_______________________________________
Thuan Lu
Thuan Lu
Chief Executive Officer
January 24th, 2017
By: ___/S/_______________________________________
Bao Ho
Bao Ho
Chief Executive Officer of Marketing
January 24th, 2017
By: ___/S/_______________________________________
Tu Huynh
Tu Huynh
Director
January 24th, 2017