Abv Gold, Inc. – ‘S-8’ on 10/18/00

On:  Wednesday, 10/18/00, at 12:40pm ET   ·   Effective:  10/18/00   ·   Accession #:  1084178-0-500021   ·   File #:  333-48128

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Legal and Consulting Plan                              6±    30K 
 2: EX-5        Opinion Re: Legality                                   2±    12K 
13: EX-10       Consulting Agreement for Carl Battie                   1      9K 
17: EX-10       Consulting Agreement for Cheryl Cheslea                1      9K 
14: EX-10       Consulting Agreement for Clayton Kass                  1      9K 
16: EX-10       Consulting Agreement for Dario Zanetti                 1      9K 
12: EX-10       Consulting Agreement for Jack A. Price                 1      9K 
 7: EX-10       Consulting Agreement for Jeff Wolburgh                 1      9K 
15: EX-10       Consulting Agreement for Joanne Lavigne                1      9K 
10: EX-10       Consulting Agreement for John Robinson                 1      9K 
 6: EX-10       Consulting Agreement for Marco Durante                 1      9K 
 3: EX-10       Consulting Agreement for Pat Manno                     1      9K 
 5: EX-10       Consulting Agreement for Peter Tassiopoulos            1      9K 
 4: EX-10       Consulting Agreement for Terry Cox                     1      9K 
 8: EX-10       Consulting Agreement for Tom Breckles                  1      9K 
11: EX-10       Consulting Agreement for Tony Vespa                    1      9K 
 9: EX-10       Consulting Agreement for Trevor Clarke                 1      9K 
18: EX-23       Consent of Independent Certified Public Accountant     1      8K 

S-8   —   Legal and Consulting Plan
Document Table of Contents

UNITED STATES               
SECURITIES AND EXCHANGE COMMISSION                

Washington, D.C. 20549                

FORM S-8                

REGISTRATION STATEMENT UNDER                
THE SECURITIES ACT OF 1933                

Bach-Hauser, Inc.               
(Exact name of registrant as specified in its charter)                

Nevada                                     88-0390697             
(State of Incorporation)                 (I.R.S.Employer ID No.)                

3675 Pecos-McLeod, Suite 1400 Las Vegas, NV                89121                
(Address of Principal Executive Offices)              (Zip Code)                

Legal and Consulting Plan               
(Full title of the Plan)                

Chapman & Flanagan, Ltd., 2080 E. Flamingo Rd., Suite 112,                      
Las Vegas, NV 89119                                                             
(Name and address of agent for service)                                         

(702) 650-5660                                                                  
(Telephone number, including area code, of agent for service)                   

Calculation of Registration Fee                                                 

Title of     Amount to     Proposed     Proposed       Amount of              
Securities        be        Maximum     Aggregate      Registration             
to be      Registered    Offering     Offering          Fee               
Registered                 Price Per      Price                                 
Share (1)                 

Common      13,240,000     $.355     $4,700,200.00    $1,240.85             
Stock        Shares                                                       
(1)  The Offering Price is used solely for purposes of estimating               
the   registration  fee  pursuant  to  Rules  457(c)  and  457(h)               
promulgated pursuant to the Securities Act of 1933. The  Offering               
Price is estimated as the average of the bid and asked prices  on               
October 16, 2000.                                                               

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 legal and consulting services performed  on  the               
Company's behalf. This issuance of shares is being made  pursuant               
to  a Legal and Consulting Plan (the "Plan") adopted by the Board               
of  Directors  on  October 16, 2000. The Board has  equated  this               
number  of shares to the value of the legal services provided  or               
to  be provided by these individuals. The shares issued hereunder               
will  not be subject to any resale restrictions. The Plan is  not               
qualified under ERISA. The following individuals will receive the               
number of shares listed next to their names:                                    
Daniel G. Chapman                 300,000 shares for legal services 
Sean P. Flanagan                  300,000 shares for legal services 
Herbert M. Jacobi                 300,000 shares for legal services 
Deanne G. Ofsink                  300,000 shares for legal services 
Loree Richards                     35,000 shares for legal services 
Sandy Maini                        35,000 shares for legal services 
Deborah K. Talbert                 35,000 shares for legal services 
Marie Shaw                         35,000 shares for legal services 
Louis Sopov                     1,000,000 shares for legal services 
Richard Borrow                  3,750,000 shares for legal services 
Pat Manno                    750,000 shares for consulting services 
Terry Cox                    500,000 shares for consulting services 
Peter Tassiopoulos               200,000 shares consulting services 
Marco Durante       500,000 shares for internet consulting services 
Jeff Wolburgh                250,000 shares for consulting services 
Tom Breckles                 250,000 shares for consulting services 
Trevor Clarke                250,000 shares for consulting services 
John Robinson              1,000,000 shares for consulting services 
Tony Vespa                   500,000 shares for consulting services 
Jack A. Price                100,000 shares for consulting services 
Carl Battie                  500,000 shares for consulting services 
Clayton Kass                 250,000 shares for consulting services 
Joanne Lavigne             1,000,000 shares for consulting services 
Dario Zanetti                500,000 shares for consulting services 
Cheryl Cheslea         600,000 shares for industry analyst services 

Item 2. Registrant Information and Employee Plan Annual                         
Information                                                                     

The  participants  shall provided a written  statement  notifying               
them  that  upon written or oral request they will  be  provided,               
without  charge, (i) the documents incorporated by  reference  in               
Item  3 of Part II of the registration statement, and (ii)  other               
documents  required to be delivered pursuant to Rule 428(b).  The               
statement  will inform the participants that these documents  are               
incorporated  by  reference in the Section 10(a) prospectus,  and               
shall  include  the  address (giving  title  or  department)  and               
telephone number to which the request is to be directed.                        

Part II               
Information Required in the Registration Statement                

Item 3. Incorporation of Documents by Reference.                                

The following are hereby incorporated by reference:                             

     (a)  The registrant's Articles of Incorporation as filed with the
Amended Form 10-SB on August 13, 1999.                  

    (b)  The registrant's By-Laws as filed with the Amended Form 10-
SB on August 13, 1999.                                  

   (c)  All other reports filed pursuant to Section 13(a) or 15(d)
       of the Exchange Act since the end of the fiscal year covered by
the registration documents referred to above.           

Item 4. Description of Securities.                                              

Not Applicable.                                                                 

Item 5. Interest of Named Experts and Counsel.                                  

The  shares  being  registered herein are  being  issued  to  the               
Registrant's  attorneys for services provided to the  Registrant.               
Neither the Registrant's Accountants nor any other experts  named               
in the registration statement has any equity or other interest in               
the Registrant.                                                                 

Item 6. Indemnification of Directors and Officers.                              

The  Company  and  its  affiliates  may  not  be  liable  to  its               
shareholders  for errors in judgment or other acts  or  omissions               
not  amounting  to intentional misconduct, fraud,  or  a  knowing               
violation  of  the law, since provisions have been  made  in  the               
Articles  of  Incorporation and By-laws limiting such  liability.               
The  Articles  of  Incorporation and  By-laws  also  provide  for               
indemnification of the officers and directors of the  Company  in               
most  cases  for any liability suffered by them or  arising  from               
their activities as officers and directors of the Company if they               
were  not engaged in intentional misconduct, fraud, or a  knowing               
violation  of the law. Therefore, purchasers of these  securities               
may  have  a  more limited right of action than they  would  have               
except  for this limitation in the Articles of Incorporation  and               
By-laws.                                                                        

The  officers and directors of the Company are accountable to the               
Company  as fiduciaries, which means such officers and  directors               
are required to exercise good faith and integrity in handling the               
Company's  affairs. A shareholder may be able to institute  legal               
action  on  behalf  of  himself and all others  similarly  stated               
shareholders to recover damages where the Company has  failed  or               
refused to observe the law.                                                     

Shareholders may, subject to applicable rules of civil procedure,               
be  able  to  bring a class action or derivative suit to  enforce               
their  rights, including rights under certain federal  and  state               
securities  laws and regulations. Shareholders who have  suffered               
losses  in connection with the purchase or sale of their interest               
in  the  Company  in  connection  with  such  sale  or  purchase,               
including  the misapplication by any such officer or director  of               
the  proceeds from the sale of these securities, may be  able  to               
recover such losses from the Company.                                           

Item 7. Exemption from Registration Claimed.                                    

Not applicable.                                                                 

Item 8. Exhibits.                                                               

The rights of common shareholders are defined in the Registrant's               
Articles of Incorporation which have been incorporated into  this               
Registration  Statement by reference (see Item 3, Part  II).  The               
Registrant  does  not intend for this Plan to be qualified  under               
ERISA,  and does not, therefore, intend to comply with the  terms               
of ERISA.                                                                       

Item 9. Undertaking.                                                            

The registrant makes the following undertakings:                                

(a)  1) To file, during any period in which offers or sales are       
being made, a post-effective amendment to this registration       
statement:                                                        

iii)  To  include any material information with respect     
to the plan of distribution not previously disclosed in     
the  registration statement or any material  change  to     
such information in the registration statement;             

2)   That, for the purpose of determining any liability under the 
  Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the  
 securities offered therein, and the offering of such securities
   at that time shall be deemed to be the initial bona fide offering
thereof.                                                      

3)   To remove from registration by means of a post-effective     
amendment any of the securities being registered which remain 
unsold at the termination of the offering.                    

b)    The undersigned registrant hereby undertakes that, for          
purposes of determining any liability under the Securities Act of 
1933, each filing of the registrant's annual report pursuant to   
section 13(a) or section 15(d) of the Securities Exchange Act of  
1934 (and, where applicable, each filing of an employee benefit   
plan's annual report pursuant to section 15(d) of the Securities  
Exchange Act of 1934) that is incorporated by reference in the    
registration statement shall be deemed to be a new registration   
statement relating to the securities offered therein, and the     
offering of such securities at that time shall be deemed to be    
the initial bona fide offering thereof.                           

h)   Insofar as indemnification for liabilities arising under the     
Securities Act of 1933 may be permitted to directors, officers    
and  controlling persons of the registrant pursuant to the        
foregoing provisions, or otherwise, the registrant has been       
advised that in the opinion of the Securities and Exchange        
Commission, such indemnification is against public policy as      
expressed in the Act and is therefore, unenforceable. In the      
event that indemnification is permitted to directors, officers    
and controlling personas of the registrant pursuant to the        
foregoing provisions, or otherwise, the registrant has been       
advised that in the opinion of the Securities and Exchange        
Commission such indemnification is against public policy as       
expressed in the Act and is, therefore, unenforceable. In the     
event that a claim for indemnification against such liabilities   
(other  than the payment by the registrant of the expenses        
incurred or paid by a director, officer or controlling person of  
the registrant in the successful defense of any action, suit or   
proceeding ) is asserted by such director, officer or controlling 
person in connection with the securities of such corporation it   
is the opinion of the SEC that any such indemnification is        
against public policy.                                            

SIGNATURES                

The  Registrant. Pursuant to the requirements of  the  Securities               
Act  of  1933,  the registrant certifies that it  has  reasonable               
grounds  to  believe  that it meets all of the  requirements  for               
filing  on  Form  S-8  and  has  duly  caused  this  registration               
statement  to  be  signed  on  its  behalf  by  the  undersigned,               
thereunto duly authorize, in the City of Cayuga, Ontario, Canada,               
on October 17, 2000.                                                            

(Registrant) Bach Hauser, Inc.                                                  

By (Signature and Title) /s/ Peter Preston, President                           

Pursuant to the requirements of the Securities Act of 1933,  this               
registration  statement has been signed by the following  persons               
in the capacities and on the date indicated.                                    

Signature                  Title                 Date               

/s/ Peter Preston      President, Director       October 17, 2000               
Peter Preston                                                                   

/s/ Fern Hill          Secretary, Treasurer,     October 17, 2000               
Fern Hill              Director                                                 

PART III                

INDEX TO EXHIBITS               

EXHIBIT NUMBER        EXHIBIT                                                   

5            Opinion re: Legality                             

10.1          Consulting Agreement for Pat Manno                

10.2          Consulting Agreement for Terry Cox                

10.3          Consulting Agreement for Peter Tassiopoulos       

10.4          Consulting Agreement for Marco Durante            

10.5          Consulting Agreement for Jeff Wolburgh            

10.6          Consulting Agreement for Tom Breckles             

10.7          Consulting Agreement for Trevor Clarke            

10.8          Consulting Agreement for John Robinson            

10.9          Consulting Agreement for Tony Vespa               

10.10          Consulting Agreement for Jack A. Price             

10.11          Consulting Agreement for Carl Battie               

10.12          Consulting Agreement for Clayton Kass              

10.13          Consulting Agreement for Joanne Lavigne            

10.14          Consulting Agreement for Dario Zanetti             

10.15          Consulting Agreement for Cheryl Cheslea            

  23           Consent of Independent Certified Public Accountants

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		10/18/00
		10/17/00
		10/16/00
		8/13/99		10SB12G/A
				List all Filings