Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) -- forms1 46 164K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 3 15K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws 8 42K
4: EX-5.1 Opion of Counsel 3 12K
5: EX-23.1 Opinion of Auditor 1 6K
6: EX-99.1 Graphic of the Bio-Ashtray 1 4K
7: EX-99.1 Graphic of the Bio-Ashtray -- ex99-1 PDF 52K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-1
Registration Statement Under the Securities Act of 1933
BIO-STUFF
(Exact Name of Registrant As Specified In Its Charter)
Nevada Applied For
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number: 3080) Number)
Joao Prata dos Santos
76 Rua da Misericordia, Suite 214
1200-273 Lisbon, Portugal
Telephone: 351 91 865 89 93
(Address, and telephone number
of principal executive offices)
Copies to:
Diane D. Dalmy
Attorney at Law
8965 W. Cornell Place
Lakewood, Colorado 80227
303.985.9324 (telephone)
303.988.6954 (fax)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under 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 pursuant to Rule 462(c)
under 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 pursuant to Rule 462(d)
under 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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerate filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [x]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE OFFER PRICE
Common Stock 7,500,000 $ .05 $ 375,000 $ 20.93
Common Stock 1,776,100 $ .05 $ 88,805 $ 4.96
--------- ---------- -------
Total 9,276,100 $ 463,805 $ 25.89
(1) Represents common stock being registered on behalf of Selling Security
Holders.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a), (c) and (g) under the Securities Act of 1933, as
amended.
The Registrant 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 hereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until the registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
Preliminary Prospectus Dated March 23, 2009. SUBJECT TO COMPLETION
$375,000
Up to 7,500,000 common shares at $.05 per common share and 1,776,100 common
shares on behalf of selling security holders.
BIO-STUFF
We are registering 7,500,000 common shares for the aggregate offering price of
$375,000 and 1,776,100 common shares on behalf of selling security holders. We
will not receive any cash or other proceeds in connection with the subsequent
sale by the selling security holders.
The primary offering will commence on the effective date of this prospectus and
will terminate on or before December 31, 2009. In our sole discretion, we may
terminate the primary offering before all of the common shares are sold. The
secondary offering by selling shareholders shall commence upon termination of
the primary offering.
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Our common stock is currently not listed on the NASD Over-The-Counter Bulletin
Board.
We will sell the common shares ourselves and do not plan to use underwriters or
pay any commissions. We will be selling our common shares using our best
efforts. No one has agreed to buy any of our common shares. There is no minimum
amount of common shares we must sell so no money raised from the sale of such
common shares will go into escrow, trust or another similar arrangement.
The 1,776,100 common shares included in this prospectus may be offered and sold
directly by the selling security holders. The selling security holders must sell
at a fixed price of $.05 until our shares are quoted on the OTC Bulletin Board.
Thereafter, the selling security holders may sell at prevailing prices or
privately negotiated prices. We will not control or determine the price at which
a selling security holder decides to sell its shares. Brokers or dealers
effecting transactions in these shares should confirm that the shares are
registered under applicable state law or that an exemption from registration is
available.
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 6 IN THIS PROSPECTUS.
Neither the SEC nor any state securities commission has approved these common
shares or determined that this prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Proceeds of the Offering
Per Common Share Total
Offering Price $.05 $375,000
Proceeds to BIO-STUFF, before expenses $.05 $375,000
3
TABLE OF CONTENTS
Prospectus Summary 5
Risk Factors 7
Forward Looking Statements 12
Selling Security Holders 13
Use of Proceeds 13
Plan of Distribution 14
Business Operations 16
Dilution 19
Dividend Policy 20
Determination of Offering Price 21
Management's Discussion and Analysis of Financial
Condition and Results of Operations 21
Directors, Executive Officers Control Persons 24
Security Ownership of Certain Beneficial Owners
and Management 26
Certain Relationships and Related Transactions 26
Description of Capital Stock 26
Shares Eligible for Future Sale 27
Disclosure of Commission Position on Indemnification 28
Market for Common Equity and Related Stockholder Matters 28
Experts 29
Legal Proceedings 29
Legal Matters 29
Where You Can Find More Information 29
Financial Statements 32
Information Not Required in Prospectus
Signatures
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PROSPECTUS SUMMARY
To understand this offering fully, you should read the entire prospectus
carefully, including the risk factors beginning on page 6 and the financial
statements.
GENERAL
BIO-STUFF was incorporated in the State of Nevada on
November 14, 2008. Our principal executive offices are
located at 76 Rua da Misericordia, Suite 214, 1200-273
Lisbon, Portugal. Telephone 351 91 865 89 93
OPERATIONS
BIO-STUFF is a design and development company of
environmentally friendly waste disposal products for
resorts and beaches using bio-degradable plastics. The
"bio-Ashtray" is the first product the company has
created. BIO-STUFF intends to create a prototype and
website to begin marketing the `bio-Ashtray" in the
spring months of 2009 to beach resorts and public
beaches. BIO-STUFF intends to create additional
bio-degradable products ranging from plastic cutlery,
cups and trash bins that promote easy disposal of waste
by individuals enjoying open air events thereafter
maintaining a low environmental impact when recycled.
Joao Prata dos Santos, our soul officer and director is
an established designer for contemporary furniture
creation, high end luxury interiors and industrial
product design. His background ranges between
consultancy for product concept and development,
enterprise management and magazine collaboration on
luxury and lifestyle issues. Mr. Prata has over 10
years experience as a self made business man, with in
depth knowledge over international intellectual
property registration and legislations.
We have an accumulated deficit of $(4,888) as of
December 31, 2008. In their opinion on our financial
statements as of and for the year ended December 31,
2008, our auditors have indicated that there is
substantial doubt about our ability to continue as a
going concern.
5
COMMON STOCK
OUTSTANDING
8,876,100
COMMON SHARES BEING
SOLD IN THIS OFFERING
7,500,000
COMMON SHARES BEING
REGISTERED ON
BEHALF OF SELLING
SECURITY HOLDERS
1,776,100
OFFERING PERIOD
The primary offering will commence on the effective
date of this prospectus and will terminate on or before
December 31, 2009. In our sole discretion, we may
terminate the primary offering before all of the common
shares are sold. The secondary offering by selling
shareholders shall commence upon termination of the
primary offering.
SALES BY SELLING
SECURITY HOLDERS
The selling security holders must sell at a fixed price
of $.05 until our shares are quoted on the OTC Bulletin
Board. Thereafter, the selling security holders may
sell at prevailing prices or privately negotiated
prices.
We are registering common shares on behalf of the
selling security holders in this prospectus. We will
not receive any cash or other proceeds in connection
with the subsequent sales. We are not selling any
common shares on behalf of selling security holders and
have no control or affect on the selling security
holders.
MARKET FOR OUR
COMMON STOCK
Our common stock is not listed on the NASD
Over-The-Counter Bulletin Board. We can provide no
assurance that there will be an active market for our
common stock.
COMMON STOCK CONTROL
Joao Prata dos Santos, the sole officer and director,
and our founders currently own and will continue to own
sufficient common shares to control the operations of
BIO-STUFF.
6
RISK FACTORS
BIO-STUFF's business is subject to numerous risk factors. The following is a
discussion of all of the material risks relating to the offering and our
business.
1. WE HAVE NOT YET COMMENCED OPERATIONS AND FUTURE FINANCIAL RESULTS ARE
UNCERTAIN. YOU MAY LOSE YOUR ENTIRE INVESTMENT.
We have not yet commenced operations and future financial results are uncertain.
We cannot assure you that BIO-STUFF can operate in a profitable manner. We have
an accumulated deficit of $4,888 as of December 31, 2008. Further, we do not
expect positive cash flow from operations in the near term. Prior to the
commencement of materialoperations, we anticipate that we will incur increased
operating expenses without realizing any material revenues. We therefore expect
to incur significant losses into the foreseeable future. Continuing losses may
exhaust our limited capital resources and force us to discontinue operations.
Even if we obtain financing and/or future revenues sufficient to commence and
expand operations, increased production or marketing expenses would adversely
affect liquidity of BIO-STUFF. We may never become profitable.
2. THERE IS NO MINIMUM OFFERING AMOUNT OR A FORMAL ESCROW ACCOUNT. IF WE DO NOT
RAISE SUFFICIENT FUNDS TO REACH PROFITABLE OPERATIONS, YOU MAY LOSE YOUR ENTIRE
INVESTMENT.
There is no minimum offering amount. All of the proceeds will be deposit
directly into our operating account. We have not set up an escrow account, trust
account or made other similar arrangements. As a result, we cannot assure you we
can raise sufficient funds to reach profitable operations. You may lose your
entire investment.
3. THE INITIAL PRICES OF $.05 MAY HAVE LITTLE OR NO RELATIONSHIP TO THE MARKET
PRICE.
The offering price of the common shares has been arbitrarily determined without
regard to the book value or market value of the common shares. The initial
prices may have little no relationship to the market price.
4. BIO-STUFF HAS NEVER PAID DIVIDENDS AND HAS NO PLANS TO PAY DIVIDENDS AT ANY
TIME IN THE NEAR OR DISTANT FUTURE.
BIO-STUFF has never paid dividends on its capital stock, and BIO-STUFF does not
anticipate paying any dividends for the foreseeable or distant future. Our
present business plan does not include, for the foreseeable future and beyond,
any payments of dividends to stockholders. Stockholders' sole strategy for any
return on their investments will be the potential for the increase in the value
of their stock and the possibility of liquidating their stock positions.
7
5. THE POTENTIAL INVESTORS IN THIS OFFERING WILL SUFFER A SUBSTANTIAL DILUTION
IN THEIR STOCK VALUE, WHICH THE PRESENT INVESTORS WILL SEE A SIGNIFICANT GAIN IN
THEIR STOCK VALUE.
Our sole officer and director and founders have acquired their controlling
interest in us at an average (weighted) cost per share substantially less than
the public offering price of $.05 per common share. If the maximum is sold, they
will own 8,876,100 or 54.20% of our issued and outstanding common shares for
which they will have paid only $24,897 or $.001 and $.01 per common share in
cash. This compares with 7,500,000 common shares held by the remaining
shareholders, for which they paid an aggregate consideration of $375,000 or
$0.05 per common share. These 7,500,000 common shares will constitute 45.80% of
the issued and outstanding common shares following this offering if the maximum
offering amount is sold. As a result, the financial risk of our proposed
activities will be borne primarily by the public investors, who, upon completion
of this offering, will have contributed the significantly greater portion of our
capital.
6. FUTURE STOCK ISSUANCES COULD DILUTE BOTH EXISTING AND EVEN FUTURE
SHAREHOLDERS.
It is not now known what stock issuances we might find advisable or otherwise be
required to undertake in the future in order to obtain profitable operations,
stock issuances which, if they occurred, would substantially dilute existing
shareholders. Further, such sales or issuances, if substantial, might also
adversely affect our ability to raise additional equity capital in the future.
7. SHARES ELIGIBLE FOR PUBLIC SALE IN THE FUTURE COULD DECREASE THE PRICE OF OUR
COMMON SHARES AND REDUCE OUR FUTURE ABILITY TO RAISE CAPITAL.
Sales of substantial amounts of our common stock in the public market could
decrease the prevailing market price of our common stock. If this is the case,
investors in our common shares may be forced to sell such shares at prices below
the price they paid for their shares. In addition, a decreased market price may
result in potential future investors losing confidence in us and failing to
provide needed funding. This will have a negative effect on our ability to raise
equity capital in the future.
8. WE DO NOT HAVE AN ACTIVE MARKET IN OUR SECURITIES. IF OUR COMMON STOCK HAS NO
ACTIVE TRADING MARKET, YOU MAY NOT BE ABLE TO SELL YOUR COMMON SHARES AT ALL.
Currently there is no public market whatsoever for our securities. We will
obtain a market maker to file an application with the NASD on our behalf so as
to be able to quote the common shares on the OTC Bulletin Board maintained by
the NASD commencing upon the effectiveness of our registration statement of
which this prospectus is a part. There can be no assurance as to whether such
market maker's application will be accepted by the NASD. If the application is
accepted, there can be no assurances as to whether any market for our common
shares will develop or the prices at which our common stock will trade. We are
not
8
permitted to file such application on our own behalf. If the application is
accepted, we cannot predict the extent to which investor interest in us will
lead to the development of an active, liquid trading market.
Active trading markets generally result in lower price volatility and more
efficient execution of buy and sell orders for investors.
In addition, our common stock is unlikely to be followed by any market analysts,
and there may be few institutions acting as market makers for the common stock.
Either of these factors could adversely affect the liquidity and trading price
of our common stock. Until our common stock is fully distributed and an orderly
market develops in our common stock, if ever, the price at which it trades is
likely to fluctuate significantly. Prices for our common stock will be
determined in the marketplace and may be influenced by many factors, including
the depth and liquidity of the market for our common shares, developments
affecting our business, including the factors referred to elsewhere in these
Risk Factors, investor perception of BIO-STUFF and general economic and market
conditions. No assurances can be given that an orderly or liquid market will
ever develop for our common shares. Consequently, you may not be able to
liquidate your investment in the event of an emergency or for any other reason.
9. OUR STOCK WILL BE A "PENNY STOCK" UNDER THE FEDERAL SECURITIES REGULATION.
THE SPECIAL RULES APPLICABLE TO THE SALE OF PENNY STOCKS MAY MAKE OUR STOCK LESS
LIQUID AND HARDER FOR INVESTORS TO BUY AND SELL OUR SHARES.
Under the rules of the Securities and Exchange Commission, BIO-STUFF's common
stock will come within the definition of a "penny stock" because the price of
BIO-STUFF's common stock is below $5.00 per share. As a result, BIO-STUFF common
stock will be subject to the "penny stock" rules and regulations. Broker-dealers
who sell penny stocks to certain types of investors are required to comply with
the Commission's regulations concerning the transfer of penny stock. These
regulations require broker-dealers to:
- Make a suitability determination prior to selling penny stock to the
purchaser,
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker/dealers to sell our common
stock, and may affect the ability to resell BIO-STUFF common stock. An
investment in our securities is not likely to be very liquid, and because of the
additional requirements, many brokers do not participate in penny stock
transactions. As a result, you may have a harder time buying or selling our
shares.
10. THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF BIO-STUFF TO CONTINUE
ITS OPERATIONS AS A GOING CONCERN.
In their audit report dated March 23, 2009; our auditors have expressed an
opinion that substantial doubt exists as to whether we can continue
9
as an ongoing business. Because our officers may be unwilling or unable to loan
or advance any additional capital to BIO-STUFF, we believe that if we do not
raise additional capital within 12 months of the effective date of this
registration statement, we may be required to suspend or cease the
implementation of our business plans. Due to the fact that there is no minimum
and no refunds on sold shares, you may be investing in a Company that will not
have the funds necessary to develop its business strategies. As such we may have
to cease operations and you could lose your entire investment. See "Audited
Financial Statements - Auditors Report."
Because the Company has been issued an opinion by its auditors that substantial
doubt exists as to whether it can continue as a going concern it may be more
difficult to attract investors.
11. SINCE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO
EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY.
The Company anticipates increases in its operating expenses, without realizing
any revenues from its business activities. Within the next 12 months, the
Company will have costs related to (i) initiating the Company's sales and
marketing campaign; (ii) sample material costs; (iii) administrative expenses;
(iv) the expenses of this offering and (v) other general corporate and working
capital purposes.
There is no history upon which to base any assumption as to the likelihood that
the Company will prove successful. We cannot provide investors with any
assurance that our products will attract customers; generate any operating
revenue or ever achieve profitable operations. If we are unable to address these
risks, there is a high probability that our business can fail, which will result
in the loss of your entire investment.
12. IF WE DO NOT OBTAIN ADEQUATE FINANCING, OUR BUSINESS WILL FAIL, RESULTING IN
THE COMPLETE LOSS OF YOUR INVESTMENT.
If we are not successful in earning revenues once we have started our sales, we
may require additional financing to sustain business operations. Currently, we
do not have any arrangements for financing and can provide no assurance to
investors that we will be able to obtain financing when required. Obtaining
additional financing would be subject to a number of factors, including the
Company's ability to attract customers. These factors may have an effect on the
timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."
No assurance can be given that the Company will obtain access to capital markets
in the future or that financing, adequate to satisfy the cash requirements of
implementing our business strategies, will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and upon its financial conditions.
10
13. WE LACK AN OPERATING HISTORY AND THERE IS NO ASSURANCE OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN SUSPENSION OR END OF
OUR OPERATIONS.
We were incorporated on November 14, 2008 and we have not realized any revenues.
We have very little operating history upon which an evaluation of our future
success or failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon the completion of this
offering, our ability to attract customers and to generate revenues through our
sales.
Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause us to go out of business.
14. BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, OUR MARKETING CAMPAIGN
MAY NOT BE ENOUGH TO ATTRACT SUFFICIENT CLIENTS TO OPERATE PROFITABLY. IF WE DO
NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.
Due to the fact we are small and do not have much capital, we must limit our
marketing activities and may not be able to make our product known to potential
customers. Because we will be limiting our marketing activities, we may not be
able to attract enough customers to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.
15. AS THE COMPANY'S SOLE OFFICER AND DIRECTOR HAS OTHER OUTSIDE BUSINESS
ACTIVITIES, HE MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO THE
COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS OR BUSINESS FAILURE.
Mr. Santos, our sole officer and director, has other activities and currently
devotes approximately 15-20 hours per week to our operations. Our operations may
be sporadic and occur at times which are not convenient to Mr. Santos, which may
result in periodic interruptions or suspensions of our business plan. If the
demands of the Company's business require the full business time of our sole
officer and director, he is prepared to adjust his timetable to devote more time
to the Company's business. However, he may not be able to devote sufficient time
to the management of the Company's business, which may result in periodic
interruptions in implementing the Company's plans in a timely manner. Such
delays could have a significant negative effect on the success of the business.
16. IN CASE THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE
SUFFICIENT ASSETS REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS.
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In the event of the dissolution of the Company, the proceeds realized from the
liquidation of its assets, if any, will be distributed to the shareholders only
after the claims of the Company's creditors are satisfied. In that case, the
ability of purchasers of the offered shares to recover all or any portion of the
purchase price for the offered shares will depend on the amount of funds
realized and the claims to be satisfied there from.
17. THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COST.
Because we are a small business, with limited assets, we are not able to assume
significant additional costs to operate. If we are unable to make any necessary
change in the Company structure, do the proper negotiations with the suppliers
or are faced with circumstances that are beyond our ability to afford, we may
have to suspend operations or cease them entirely which could result in a total
loss of your investment.
FORWARD LOOKING STATEMENTS
The statements contained in this prospectus that are not historical fact are
forward-looking statements which can be identified by the use of forward-looking
terminology such as "believes," "expects," "may," "should," or "anticipates" or
the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy that involve risks and uncertainties. We have made
the forward-looking statements with management's best estimates prepared in good
faith.
Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are subject to
significant uncertainties and contingencies that are beyond our reasonable
control, some of the assumptions inevitably will not materialize and
unanticipated events and circumstances may occur subsequent to the date of this
prospectus.
These forward-looking statements are based on current expectations,
and we will not update this information other than required by law. Therefore,
the actual experience of BIO-STUFF, and results achieved during the period
covered by any particular projections and other forward-looking statements
should not be regarded as a representation by BIO-STUFF, or any other person,
that we will realize these estimates and projections, and actual results may
vary materially. We cannot assure you that any of these expectations will be
realized or that any of the forward-looking statements contained herein will
prove to be accurate.
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SELLING SECURITY HOLDERS
BIO-STUFF shall register pursuant to this prospectus 1,776,100 common shares
currently outstanding for the account of the following selling security holders.
The percentage owned prior to and after the offering reflects all of the then
outstanding common shares.
The amount and percentage owned after the offering assumes the sale of all of
the common shares being registered on behalf of the selling security holder.
[Download Table]
Name Amount Total Number % Owned Number of % Owned
Being Owned Prior to Shares Owned After
Registered Currently offering After offering offering
Patricia Costa 200,000 200,000 2.24% 0 0%
Jose Mano Lobo 200,000 200,000 2.24% 0 0%
Jose Morbey Lobo 200,000 200,000 2.24% 0 0%
Norma Grace Lobo 200,000 200,000 2.24% 0 0%
Pedro Santos 100,000 100,000 1.12% 0 0%
Jorge Oliveira 100,000 100,000 1.12% 0 0%
Isabel Morbey Lobo 100,000 100,000 1.12% 0 0%
Anna Maria Morbey Lobo 100,000 100,000 1.12% 0 0%
Pedro Domingues 100,000 100,000 1.12% 0 0%
Bianca Lobo 58,600 56,800 .66% 0 0%
Anne Mymiae 58,600 56,800 .66% 0 0%
Casimiro p Santos 50,000 50,000 .56% 0 0%
Frantz Pignsul 50,000 50,000 .56% 0 0%
Claudia Brito Vaz 50,000 50,000 .56% 0 0%
Sandra Brigido 42,500 42,500 .48% 0 0%
Joao Brigido 42,500 42,500 .48% 0 0%
Filipe Ferro 42,500 42,500 .48% 0 0%
Marina Palma 42,500 42,500 .48% 0 0%
Anna Pollinger 42,500 42,500 .48% 0 0%
USE OF PROCEEDS
Any proceeds received from the sale of our common shares will be deposited
directly into the operating account of BIO-STUFF. We will be attempting to raise
up to $375,000, minus expenses of $10,018.23, from the sale of our common
shares. These proceeds will be used as follows:
GROSS PROCEEDS $375,000 $300,000
Expenses $10,018 $10,018
________ ________
Net Proceeds $364,982 $289,982
Create prototype of the $2,000 $2,000
bio-Ashtray.
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Create metal mold for $3,000 $3,000
production.
Creation of biostuff.org $3,000 $3,000
Website.
US patent of the bio-Ashtray. $20,000 $20,000
Initial marketing campaign. $35,000 $35,000
Inventory of the
bio-ashtray. $60,000 $60,000
Working Capital. $15,000 $15,000
________ ________
Net Proceeds $364,982 $289,982
GROSS PROCEEDS $200,000 $100,000
Expenses $10,010 $10,018
________ ________
Net Proceeds $189,982 $ 89,982
Create prototype of the $2,000 $2,000
bio-Ashtray.
Create metal mold for $3,000 $3,000
production.
Creation of biostuff.org $3,000 $3,000
Website.
US patent of the bio-Ashtray. $20,000 $20,000
Initial marketing campaign. $35,000 $35,000
Inventory of the
bio-ashtray. $60,000 0
Working Capital. $15,000 $15,000
________ ________
Net Proceeds $189,982 $ 89,982
In the event we are not successful in selling all of the securities to raise at
least $100,000, we would give priority to allocating capital to complete
everything up to but not including the inventory estimated at $78,000. We would
need to fund an additional $60,000 for the inventory in a yet to be determined
manner. If we raise $200,000 and above we would increase the marketing and
inventory budgets accordingly. Any remaining capital would be used to fund our
working capital needs.
PLAN OF DISTRIBUTION
This prospectus relates to the sale of 7,500,000 common shares.
We will sell the common shares ourselves and do not plan to use underwriters or
pay any commissions. We will be selling our common shares using our best efforts
and no one has agreed to buy any of our
14
common shares. This prospectus permits our sole officer and director to sell the
common shares directly to the public, with no commission or other remuneration
payable to them for any common shares he may sell.
There is no plan or arrangement to enter into any contracts or agreements to
sell the common shares with a broker or dealer. Joao
Prata dos Santos will sell the common shares and intends to offer them to
friends, family members and business acquaintances. There is no minimum amount
of common shares we must sell so no money raised from the sale of our common
shares will go into escrow, trust or another similar arrangement.
The common shares are being offered by Joao Prata dos Santos, sole officer and
director of BIO-STUFF. Mr. Santos will be relying on the safe harbor in Rule
3a4-1 of the Securities Exchange Act of 1934 to sell the common shares. No sales
commission will be paid for common shares sold by Mr. Santos. Mr. Santos is not
subject to a statutory disqualification and are not associated persons of a
broker or dealer.
Additionally, Mr. Santos primarily performs substantial duties on behalf of
BIO-STUFF otherwise than in connection with transactions in securities. Mr.
Santos was not a broker or dealer or an associated person of a broker or dealer
within the preceding 12 months and they have not participated in selling an
offering of securities for any issuer more than once every 12 months other than
in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities
Exchange Act of 1934.
The offering will commence on the effective date of this prospectus and will
terminate on or before September 31, 2009, unless extended by us for an
additional 90 days.
These are no finders.
Under the rules of the Securities and Exchange Commission, our common stock will
come within the definition of a "penny stock" because the price of our common
stock on the OTC Bulletin Board is below $5.00 per share. As a result, our
common stock will be subject to the "penny stock" rules and regulations.
Broker-dealers who sell penny stocks to certain types of investors are required
to comply with the Commission's regulations concerning the transfer of penny
stock. These regulations require broker-dealers to:
- Make a suitability determination prior to selling penny stock to the
purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker/dealers to sell our common
stock, and may affect the ability to resell our common stock.
15
BUSINESS OPERATIONS
BIO-STUFF was incorporated in the State of Nevada on November 14, 2008. Since
inception Joao Prata dos Santos is the only person to act as a director or
officer of the company. Mr. Santos has acquired 7,100,000 shares of our common
stock at a price of $0.001 US per share for a total purchase price of $7,100.
BIO-STUFF is a design and development company of environmentally friendly waste
disposal products for resorts and beaches using bio-degradable plastics. The
"bio-Ashtray" is the first product the company has created. BIO-STUFF intends to
create a prototype and website to begin marketing the `bio-Ashtray" in the
spring months of 2009 to beach resorts and public beaches. BIO-STUFF intends to
offer advertising print on the bio-Ashtray to customers such as beach hotels,
resorts or for promoters of open air events. Such promoters could be beverage,
food or fashion wear companies. BIO-STUFF intends to create additional
bio-degradable products ranging from plastic cutlery, cups and trash bins that
promote easy disposal of waste by individuals enjoying open air events
thereafter maintaining a low environmental impact when recycled. Any sort of
out-door event should be accompanied by our product, making simple and cheap to
prevent large numbers of people polluting the surrounding environment with
cigarette butts.
Once a successful marketing campaign has commenced BIO-STUFF will have the
bio-Ashtray manufactured by a yet to be determined manufacturer of plastic
products in Lisbon Portugal. We have not earned any revenues to date. We do not
anticipate earning revenues until such time as we enter into sales agreements
and delivery of our first product the bio-Ashtray. We are presently in the
development stage of our business and we can provide no assurance that a
commercially viable product will be accepted by the market place.
MARKET OPORTUNITY
The market for the bio-Ashtray is potentially equivalent to the amount of
international beach goers who smoke and a world that is trending towards
environmental awareness. BIO-STUFF intends to market the bio-Ashtray as a means
for companies to advertise their products in print on the bio-Ashtray itself.
The target companies would be companies that excel in open air events such as
beverage and tobacco companies.
About 4.5 trillion cigarettes are littered worldwide annually. A large
percentage of these end up on beaches and pollute oceans, lakes and waterways.
Cigarette filters are made of cellulose acetate tow which can take decades to
degrade. Global awareness continues to grow. We believe that people when given
the opportunity will take advantage and use the bio-Ashtray. Several websites
and online articles aimed at creating awareness of cigarette pollution are:
16
HTTP://WWW.CIGARETTELITTER.ORG/
HTTP://WWW.LONGWOOD.EDU/CLEANVA/CIGBUTTHOWMANY.HTM
HTTP://POLLUTION-CONTROL.SUITE101.COM/ARTICLE.CFM/ANOTHER_REASON_TO_STOP_SMOKING
HTTP://WWW.LITTERBUTT.COM/V3/STOPLITTER/LINKS.ASPX
HTTP://ARTICLES.LATIMES.COM/2004/OCT/22/LOCAL/ME-BUTTS22
HTTP://WWW.ITWIRE.COM/CONTENT/VIEW/12726/1154/
MARKETING
BIO-STUFF intends to market the bio-Ashtray both online and by traditional
marketing methods.
Online marketing will be done via its website once completed in the spring
months of 2009 and various online search engines. The online marketing campaign
will use banner ads, button ads and links, strategic relationships with portals
and affiliate programs.
Traditional marketing efforts will focus on introducing the product to beach
resorts, public beach management authorities, beverage companies, tobacco
companies and other brands that wish to promote in open air environments.
Magazines and small local publications may opt to use the bio-Ashtray as an
added value gift, contributing in this way for people to choose purchasing their
magazine.
The bio-Ashtray is to be distributed free as an outdoor accessory by all
companies that purchase it from us, so it becomes imperative to merchandise this
"give away" with our clients name printed clearly on the outside of the product
in a way to easily identify the brand or company name that is offering it to
people.
DESCRIPTION OF BIO-STUFF'S PRODUCTS
BIO-STUFF'S initial product will be its bio-Ashtray. Unlike many other ashtrays
for the beach the bio-Ashtray can fold up and fit into the pages of a magazine.
Most other beach ashtrays are cone shaped and awkward to carry. This product has
the special ability of being 1 piece only, easily mounted by the person using
it, and in this way, it is able to comprise a very low volume shape when not in
use. In its flattened mode the "bio-Ashtray" fits perfectly between the pages of
a magazine or small book. The product will be made from %100 bio-degradable
plastic.
BIO-STUFF intends to create additional bio-degradable products for open air
events ranging from plastic cutlery, cups and trash bins.
COMPETITION
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HTTP://WWW.SZ-WHOLESALE.COM/SHENZHEN_CHINA_PRODUCTS/BEACH-ASHTRAY_1.HTM
HTTP://WWW.TRADERSCITY.COM/BOARD/PRODUCTS-1/OFFERS-TO-SELL-AND-EXPORT-1/
DISPOSABLE-BEACH-ASHTRAY-16055/
HTTP://ECOLAD.COM/PRODUCTS/BUTTSOUT-PERSONAL-ASHTRAYS
REVENUE
BIO-STUFF will generate revenue through the sale of our bio-Ashtray if the
company is able to successfully market and sell the product. We believe we can
sell the product with advertising print for approximately $3.50 each at a
production cost of $1.50.
[Enlarge/Download Table]
TWELVE MONTH OBJECTIVES BIO-ASHTRAY
_________________________________________________________________________________________________________
TWELVE MONTH OBJECTIVES ANTICIPATED COSTS TIME FRAME
_________________________________________________________________________________________________________
2 months. Complete by
1. Complete prototype. $2,000 May 1, 2009
_________________________________________________________________________________________________________
2 months. Complete by
2. Complete metal mold for production. $3,000 June 1, 2009
_________________________________________________________________________________________________________
2 months. Complete by
3. Creation of biostuff.org website. $3,000 June 1, 2009
_________________________________________________________________________________________________________
8-12 months. Start by
June 1, 2009 (Dependent
4. US patent of the bio-Ashtray. $20,000 on additional financing.)
_________________________________________________________________________________________________________
3 months. Start by
July 1, 2009
(Dependent
upon additional
5. Initial marketing campaign. $35,000 financing.)
_________________________________________________________________________________________________________
(Dependent upon
6. Inventory. $60,000 additional financing.)
_________________________________________________________________________________________________________
TOTAL COSTS. $123,000
_________________________________________________________________________________________________________
If insufficient funds are raised in this offering, management will pursue
alternative forms of funding, not yet determined, necessary to reach the
objectives described above.
18
EMPLOYEES
We have no employees. For the foreseeable future, we intend to use the services
of independent consultants to perform various professional services, including
legal and tax services. We intend to use the services of independent engineers
and manufacturers to manufacture our product. Our sole officer and director Joao
Prata dos Santos will complete the design of the product and website as well as
the implementation of a marketing strategy. In 12 months time the company would
like to hire a CFO and employees for marketing our product.
REPORTS TO SECURITY HOLDERS
We intend to become a fully reporting company under the requirements of the
Exchange Act, and will file the necessary quarterly and other reports with the
Securities and Exchange Commission. Although we will not be required to deliver
our annual or quarterly reports to security holders, we intend to forward this
information to security holders upon receiving a written request to receive such
information. The reports and other information filed by us will be available for
inspection and copying at the public reference facilities of the Securities and
Exchange Commission located at 100 F Street N.E., Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public Reference
Section of the Securities and Exchange Commission at 100 F. Street N.E.,
Washington, D.C. 20549, at prescribed rates. Information on the operation of the
Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In
addition, the Commission maintains a World Wide Website on the Internet at:
HTTP://WWW.SEC.GOV that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Securities and Exchange Commission.
PROPERTIES
Our principal executive offices are located at 76 Rua da Misericordia, Suite
214, 1200-273 Lisbon, Portugal, Telephone 351 91 865 89 93. These offices
consist of 200 square feet which are provided at no cost by RecStand, a company
owned and operated by BIO-STUFF's sole director and president Joao Prata dos
Santos.
DILUTION
Assuming completion of the offering, there will be up to 16,376,100 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.
FUNDING LEVEL $375,000 $300,000 $200,000 $100,000
______________________________________________________________________________
19
Offering price $.05 $.05 $.05 $.05
Net tangible book
value per common
share before offering .0022 .0022 .0022 .0022
Increase per common
share attributable to
investors .0194 .0155 .0103 .0052
Pro forma net tangible
book value per
common share after
offering .0216 .0177 .0125 .0074
Dilution to investors
Dilution as a
percentage of
offering price
Based on 8,876,100 common shares outstanding as of December 31, 2008 and total
stockholder's equity of $24,897 utilizing unaudited December 31, 2008 financial
statements.
Since inception, the sole officer, director has paid an aggregate average price
of $.001 per common share in comparison to the offering price of $.05 per common
share.
FURTHER DILUTION
BIO-STUFF may issue equity and debt securities in the future. These issuances
and any sales of additional common shares may have a depressive effect upon the
market price of BIO-STUFF'S common shares and investors in this offering.
DIVIDEND POLICY
We have never declared or paid any dividends. In addition, we anticipate that we
will not declare dividends at any time in the foreseeable future.
Instead, we will retain any earnings for use in our business. This policy will
be reviewed by our board of directors from time to time in light of, among other
things, our earnings and financial position.
No distribution may be made if, after giving it effect, we would not be able to
pay its debts as they become due in the usual course of business; or the
corporation's total assets would be less than the sum of its total liabilities
plus (unless the articles of incorporation permit otherwise) the amount that
would be needed, if we were to be dissolved at the time of the distribution, to
satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those receiving the distribution. The board
of directors may base a determination that a distribution is not prohibitive
either
20
on financial statements prepared on the basis of accounting practices and
principles that are reasonable in the circumstances or on a fair valuation of
other method that is reasonable in the circumstances.
DETERMINATION OF OFFERING PRICE
The offering price of the common shares was arbitrarily determined by BIO-STUFF
based on the financial needs of BIO-STUFF without regard to the book value or
market value, if any, of our common shares.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
TRENDS AND UNCERTAINTIES
BIO-STUFF is a development stage company, has not commenced material operations
and has sustained a loss to date.
INVESTING ACTIVITIES
For the period since inception, November 14, 2008 to December 31, 2008,
BIO-STUFF did not pursue any investing activities.
FINANCING ACTIVITIES
For the period since inception, November 14, 2008 to December 31, 2008,
BIO-STUFF received proceeds from the sale of stock of $24,897 resulting in net
cash provided by financing activities of $24,897.
RESULTS OF OPERATIONS
We are a development stage company and have not yet commenced operations.
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
BIO-STUFF's financial position, statements of operations, or cash flows at this
time.
21
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
BIO-STUFF's financial position, statements of operations, or cash flows at this
time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. BIO-STUFF has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. BIO-STUFF currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on our consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated
22
entity that should be reported as equity in the consolidated financial
statements. Before this statement was issued, limited guidance existed for
reporting noncontrolling interests. As a result, considerable diversity in
practice existed. So-called minority interests were reported in the consolidated
statement of financial position as liabilities or in the mezzanine section
between liabilities and equity. This statement improves comparability by
eliminating that diversity. This statement is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier
adoption is prohibited. The effective date of this statement is the same as that
of the related Statement 141 (revised 2007). BIO-STUFF will adopt this Statement
beginning March 1, 2009. It is not believed that this will have an impact on
BIO-STUFF's consolidated financial position, results of operations or cash
flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.'This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. BIO-STUFF will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on our financial position, results of
operations or cash flows.
In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Liabilities--Including an Amendment of FASB Statement No. 115. This
standard permits an entity to choose to measure many financial instruments and
certain other items at fair value. This option is available to all entities.
Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115
Accounting for Certain Investments in Debt and Equity Securities applies to all
entities with available for sale or trading securities. Some requirements apply
differently to entities that do not report net income. SFAS No. 159 is effective
as of the beginning of an entities first fiscal year that begins after November
15, 2007. Early adoption is permitted as of the beginning of the previous fiscal
year provided that the entity makes that choice in the first 120 days of that
fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value
Measurements. We will adopt SFAS No. 159 beginning March 1, 2008 and is
currently evaluating the potential impact the adoption of this pronouncement
will have on our financial statements.
23
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. BIO-STUFF will adopt this statement March 1,
2009, and it is not believed that this will have an impact on our financial
position, results of operations or cash flows.
DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS
Each of our directors is elected by the stockholders to a term of one year and
serves until his or her successor is elected and qualified. Our officer was
elected by the board of directors to a term of one year and serves until his or
her successor is duly elected and qualified, or until he or she is removed from
office. We currently have one officer and director Joao Prata dos Santos.
Our sole officer and director is as follows:
NAME AND ADDRESS AGE POSITIONS HELD TERM
Joao Prata dos Santos
Bairro Calcada dos
Mestyres 11, N9
Lisbon, Portugal,
1070-192 30 CEO, CFO, Controller Inception
Director to present
BUSINESS EXPERIENCE
Mr. Santos is an established designer for contemporary furniture creation, high
end luxury interiors and industrial product design. His background ranges
between consultancy for product concept and development, enterprise management
and magazine collaboration on luxury and lifestyle issues. Mr. Santos has over
10 years experience as a self made business man, with in depth knowledge over
international intellectual property registration and legislations.
24
As a designer and brand consultant, Mr. Santos created his solely owned company
called PRATASTUDIO in 2004 that successfully implemented a simple industrial
product called the RECstand, achieving international recognition by selling in
some of the most important design shops worldwide (like COLETTE in Paris or
VICON in Barcelona), as well as invitations to the top of pop events like
SUPERSTUDIO PIU in Milan during the Saloni de Mobile. The RECstand is a stylish
and universal CD storage system created from soft rubber. The patent for this
product has been filed and approved in 45 countries and is sold internationally.
In 1999 Mr. Santos received a diploma on technical drawing for space and design
from the Lisbon School of Fine Arts in Portugal.
CODE OF ETHICS POLICY
We have not yet adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or controller
or persons performing similar functions.
CORPORATE GOVERNANCE
There have been no changes in any state law or other procedures by which
security holders may recommend nominees to our board of directors. In addition
to having no nominating committee for this purpose, we currently have no
specific audit committee and no audit committee financial expert. Based on the
fact that our current business affairs are simple, any such committees are
excessive and beyond the scope of our business and needs.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
Our sole director, executive officer and control person has not been involved in
any of the following events during the past five years:
- Any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time,
- Any conviction in a criminal proceeding or being subject to any pending
criminal proceeding (excluding traffic violations and other minor offenses);
- Being subject to any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his or her
involvement in any type of business, securities or banking activities,; or
- Being found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
EXECUTIVE COMPENSATION
We may elect to award a cash bonus to key employees, directors, officers and
consultants based on meeting individual and corporate planned objectives.
25
To date, no compensation has been paid to our sole officer.
We do not have any standard arrangements by which directors are compensated for
any services provided as a director. No cash has been paid to our sole director
in his capacity as such.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of January 12, 2009, the number and
percentage of outstanding shares of BIO-STUFF common stock owned by (i) each
person known to us to beneficially own more than 5% of its outstanding common
stock, (ii) each director, (iii) each named executive officer and significant
employee, and (iv) all officers and directors as a group.
PERCENTAGE
NAME AMOUNT PERCENTAGE AFTER OFFERING
Joao Prata dos Santos 7,100,000 79.99% 43.34%
Officers and Directors
As a group (1 person) 7,100,000 79.99% 43.34%
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
DIRECTOR INDEPENDENCE
BIO-STUFF's board of directors consists of Joao Prata dos Santos. He is not
independent as such term is defined by a national securities exchange or an
inter-dealer quotation system.
During the year ended December 31, 2008, there were no transactions with related
persons.
DESCRIPTION OF CAPITAL STOCK
The following statements constitute brief summaries of BIO-STUFF's certificate
of incorporation and bylaws, as amended.
COMMON SHARES
BIO-STUFF's articles of incorporation authorize it to issue up to 100,000,000
common shares and no preferred shares, $0.001 par value per common share.
LIQUIDATION RIGHTS
Upon liquidation or dissolution, each outstanding common share will be entitled
to share equally in the assets of BIO-STUFF legally available for distribution
to shareholders after the payment of all debts and other liabilities.
26
DIVIDEND RIGHTS
There are no limitations or restrictions upon the rights of the board of
directors to declare dividends out of any funds legally available therefore.
BIO-STUFF has not paid dividends to date and it is not anticipated that any
dividends will be paid in the foreseeable future. The board of directors
initially may follow a policy of retaining earnings, if any, to finance the
future growth of BIO-STUFF.
Accordingly, future dividends, if any, will depend upon, among other
considerations, BIO-STUFF's need for working capital and its financial
conditions at the time.
VOTING RIGHTS
Holders of common shares of BIO-STUFF are entitled to voting rights of one
hundred percent. Holders may cast one vote for each share held at all
shareholders meetings for all purposes.
OTHER RIGHTS
Common shares are not redeemable, have no conversion rights and carry no
preemptive or other rights to subscribe to or purchase additional common shares.
Common Shares do not have cumulative voting features.
Our bylaws allow action to be taken by written consent rather than at a meeting
of stockholders with the consent of the holders of a majority of shares entitled
to vote.
TRANSFER AGENT
BIO-STUFF to date has not appointed a transfer agent for the company.
SHARES ELIGIBLE FOR FUTURE SALE
Upon the date of this prospectus, there are 8,876,100 shares of our common stock
outstanding of which no common shares may be freely traded without restriction.
Upon the effectiveness of this registration statement, up to an additional
7,500,000 common shares may be issued and will be eligible for immediate resale
in the public market. The remaining common shares will be restricted within the
meaning of Rule 144 under the Securities Act, and are subject to the resale
provisions of Rule 144.
In general, under Rule 144, a person who has beneficially owned, for at least
one year, shares of common stock that have not been registered under the
Securities Act or that were acquired from an affiliate of BIO-STUFF is entitled
to sell within any three-month period the number of shares of common stock that
does not exceed the greater of:
- one percent of the number of then outstanding shares of common stock, or
27
- the average weekly reported trading volume during the four calendar weeks
preceding the sale.
Sales under Rule 144 are also subject to notice and manner of sale requirements
and to the availability of current public information and must be made in
unsolicited brokers' transactions or to a market maker. A person who is not an
affiliate of BIO-STUFF under the Securities Act during the three months
preceding a sale and who has beneficially owned such shares for at least two
years is entitled to sell the shares under Rule 144 without regard to the
volume, notice, information and manner of sale provisions. Affiliates must
comply with the restrictions and requirements of Rule 144 when transferring
restricted shares even after the two year holding period has expired and must
comply with the restrictions and requirements of Rule 144 in order to sell
unrestricted shares.
No predictions can be made of the effect, if any, that market sales of shares of
common stock or the availability of such shares for sale will have on the market
price prevailing from time to time. Nevertheless, sales of significant amounts
of our common stock could adversely affect the prevailing market price of the
common stock, as well as impair our ability to raise capital through the
issuance of additional equity securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the small
business issuer as provided in the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the SEC 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 issuer of expenses incurred or paid by a director,
officer or controlling person of the small business issuer 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
issuer 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.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
Our common stock is not traded over the counter or quoted by the Over The
Counter Bulletin Board (OTCBB).
28
DIVIDENDS
We have not declared any cash dividends on our common stock since our inception
and do not anticipate paying any dividends in the foreseeable future. We plan to
retain any future earnings for use in our business. Any decisions as to future
payment of dividends will depend on our earnings and financial position and such
other factors as the board of directors deems relevant.
EXPERTS
The financial statements of BIO-STUFF appearing in this registration statement
have been audited by Thomas J. Harris, CPA, of Seattle Washington. Independent
auditors and are included in reliance upon such report given upon the authority
of such firm as experts in accounting and auditing.
LEGAL PROCEEDINGS
We are not a party to any legal proceedings the outcome of which, in the opinion
of our management, would have a material adverse effect on our business,
financial condition, or results of operation.
LEGAL MATTERS
The validity of the common shares being offered hereby will be passed upon by
Diane D. Dalmy, Attorney At Law, Lakewood Colorado.
WHERE YOU CAN FIND MORE INFORMATION
At your request, we will provide you, without charge, a copy of any document
filed as exhibits in this prospectus. If you want more information, write or
call us at:
BIO-STUFF 76 Rua da Misericordia, Suite 214,
1200-273 Lisbon, Portugal
Telephone 351 91 865 89 93
Attention: Joao Prata dos Santos, Chief Executive Officer
Our fiscal year ends on December 31st. Upon completion of the offering, we will
be a reporting company and file annual, quarterly and current reports with the
SEC. You may read and copy any reports, statements, or other information we file
at the SEC's public reference room at 100 F Street, N.E., Washington D.C. 20549.
You can request copies of these documents, upon payment of a duplicating fee by
writing to the SEC. Please call the SEC at 1-800- SEC-0330 for further
information on the operation of the public reference rooms. Our SEC filings will
also be available to the public on the SEC Internet site at http:\\www.sec.gov
29
FINANCIAL STATEMENTS
BIO-STUFF
INDEX TO FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1
BALANCE SHEET:
December 31, 2008 F-2
STATEMENTS OF OPERATIONS:
For the year ended December 31, 2008 F-3
STATEMENTS OF STOCKHOLDERS' DEFICIT:
For the year ending December 31, 2008 F-4
STATEMENTS OF CASH FLOWS:
For the year ending December 31, 2008 F-5
NOTES TO FINANCIAL STATEMENTS:
December 31, 2008 F-6
30
THOMAS J. HARRIS
CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
BIO-STUFF
CARSON CITY, NEVADA
We have audited the balance sheets of BIO-STUFF a development stage company, as
at DECEMBER 31, 2008 , the statements of earnings and deficit, stockholders'
deficiency and cash flows for the period from inception November 14, 2008 to
DECEMBER 31, 2008. Theses financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. I believe that my audit provides a reasonable
basis for my opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BIO-STUFF a development stage
company, as of December 31, 2008 and the results of its operations and its cash
flows for the period then ended in conformity with generally accepted accounting
principles accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in Note 2, the company's
significant operating losses, working capital deficiency and need for new
capital raise substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ THOMAS J. HARRIS
Thomas J Harris, CPA
March 23, 2009
F-1
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
_______________________________________________________________________________
DECEMBER 31,
2008
_______________
ASSETS
Current assets:
Cash $ 24,336
Accounts receivable -
Inventory -
_______________
Total current assets 24,336
_______________
Fixed Assets
Furniture and Equipment -
Computer Equipment
Leasehold Improvements
_______________
Total Fixed Assets -
Less Accumulated Depreciation
_______________
Net Fixed Assets -
_______________
Other Assets
Deposits -
Organizational expenses, net of accumulated amortization 1,126
_______________
Total Other Assets 1,126
_______________
Total assets $ 25,462
================
LIABILITIES
Current liabilities:
Accounts payable and accrued expenses $ 4,750
Advances from shareholder 1,180
_______________
Total current liabilities 5,930
_______________
Total liabilities 5,930
_______________
STOCKHOLDERS' DEFICIT
Common stock, $.001 par value, 100,000,000 authorized,
and 8,876,100 shares issued and outstanding 8,876
Capital in excess of par value 15,969
Stock subscription receivable (425)
Deficit accumulated during the development stage (4,888)
_______________
Total stockholders' deficit 19,532
_______________
Total liabilities and stockholders' deficit $ 25,462
================
See Notes to Financial Statements
F-2
The accompanying notes are an integral part of these statements.
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF OPERATIONS
________________________________________________________________________________
CUMULATIVE,
INCEPTION,
NOVEMBER 17,
2008 THROUGH YEAR-ENDED
DECEMBER 31, DECEMBER 31,
2008 2008
_____________ _____________
Sales $ - $ -
_____________ _____________
Cost of Sales - -
_____________ _____________
Cost of Sales - -
General and administrative expenses:
Salaries -
Depreciation and Amortization - -
Legal and professional fees 4,750 4,750
Other general and administrative 87 87
_____________ _____________
Total operating expenses 4,837 4,837
_____________ _____________
(Loss) from operations (4,837) (4,837)
_____________ _____________
Other income (expense):
Interest Income -
Currency losses (51) (51)
Interest (expense) -
_____________ _____________
(Loss) before taxes (4,888) (4,888)
_____________ _____________
Provision (credit) for taxes on income - -
_____________ _____________
Net (loss) $ (4,888) $ (4,888)
============= =============
Basic earnings (loss) per common share $ (0.0039)
=============
Weighted average number of shares outstanding 1,250,840
=============
See Notes to Financial Statements
F-3
The accompanying notes are an integral part of these statements
[Enlarge/Download Table]
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF STOCKHOLDERS' EQUITY
__________________________________________________________________________________________________________________________________
DEFICIT
ACCUMULATED
CAPITAL IN STOCK DURING THE
COMMON STOCK EXCESS OF SUBSCRIPTION DEVELOPMENT
SHARES AMOUNT PAR VALUE RECEIVABLE STAGE TOTAL
____________ ____________ ____________ ______________ _______________ ______________
INCEPTION, NOVEMBER 17, 2008
Founder Shares Issued 7,100,000 $ 7,100 $ - $ - $ - $ 7,100
Shares Issued 1,776,100 1,776 15,969 17,745
Stock subscription receivable (425) (425)
Development state net (loss) (4,888) (4,888)
____________ ____________ ____________ ______________ _______________ ______________
Balances, December 31, 2008 8,876,100 $ 8,876 $ 15,969 $ (425) $ (4,888) $ 19,532
============ ============ ============= ============== ================ ===============
See Notes to Financial Statements
F-4
The accompanying notes are an integral part of these statements.
[Enlarge/Download Table]
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS OF CASH FLOWS
_________________________________________________________________________________________________________
CUMULATIVE,
INCEPTION,
NOVEMBER 17,
2008 THROUGH
DECEMBER 31,
2008 2008
__________________ __________________
Cash flows from operating activities:
Net (loss) $ (4,888) $ (4,888)
Adjustments to reconcile net (loss) to cash
provided (used) by developmental
stage activities:
Depreciation and Amortization 39 39
Change in current assets and liabilities:
Inventory -
Deposits -
Accounts payable and accrued expenses 4,750 4,750
__________________ __________________
Net cash flows from operating activities (99) (99)
__________________ __________________
Cash flows from investing activities:
Purchase of other assets (1,165) (1,165)
__________________ __________________
Net cash flows from investing activities (1,165) (1,165)
__________________ __________________
Cash flows from financing activities:
Proceeds from sale of common stock 24,420 24,420
Advances from shareholder 1,180 1,180
Convertible Note Payable
__________________ __________________
Net cash flows from financing activities 25,600 25,600
__________________ __________________
Net cash flows 24,336 24,336
Cash and equivalents, beginning of period -
__________________ __________________
Cash and equivalents, end of period $ 24,336 $ 24,336
================== ==================
Supplemental cash flow disclosures:
Cash paid for interest $ - $ -
Cash paid for income taxes -
See Notes to Financial Statements
F-5
The accompanying notes are an integral part of these statements.
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER31, 2008
________________________________________________________________________________
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Following
is a summary of the Company's organization and significant accounting policies:
ORGANIZATION AND NATURE OF BUSINESS -BIO-STUFF, ("We," or "the Company") is a
Nevada corporation incorporated on November 17, 2008. The Company is primarily
engaged in the design and development of environmentally friendly waste disposal
products for open air events using bio-degradable plastics.
The Company has been in the development stage since its formation and has not
yet realized any revenues from its planned operations.
BASIS OF PRESENTATION - Our accounting and reporting policies conform to U.S.
generally accepted accounting principles applicable to development stage
enterprises. Changes in classification of 2008 amounts have been made to conform
to current presentations.
USE OF ESTIMATES -The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS -For purposes of the statement of cash flows, we
consider all cash in banks, money market funds, and certificates of deposit with
a maturity of less than three months to be cash
equivalents.
PROPERTY AND EQUIPMENT - The Company values its investment in property and
equipment at cost less accumulated depreciation. Depreciation is computed
primarily by the straight line method over the estimated useful lives of the
assets ranging from five to thirty-nine years.
FAIR VALUE OF FINANCIAL INSTRUMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS - We
have adopted Statements of Financial Accounting Standards regarding DISCLOSURE
ABOUT DERIVATIVE FINANCIAL INSTRUMENTS AND FAIR VALUE OF FINANCIAL INSTRUMENTS.
The carrying amounts of cash, accounts payable, accrued expenses, and other
current liabilities approximate fair value because of the short maturity of
these items. These fair value estimates are subjective in nature and involve
uncertainties and matters of significant judgment, and, therefore, cannot be
determined with precision. Changes in assumptions could significantly affect
these estimates. We do not hold or issue financial instruments for trading
purposes, nor do we utilize derivative instruments in the management of foreign
exchange, commodity price or interest rate market risks.
FEDERAL INCOME TAXES - Deferred income taxes are reported for timing differences
between items of income or expense reported in the financial statements and
those reported for income tax purposes in accordance with Statements of
Financial Accounting Standards regarding ACCOUNTING FOR INCOME TAXES, which
requires the use of the asset/liability method of accounting for income taxes.
Deferred income taxes and tax benefits are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, and for tax loss and credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Deferred taxes are provided for the estimated future tax
effects attributable to temporary differences and carryforwards when realization
is more likely than not.
NET INCOME PER SHARE OF COMMON STOCK - We have adopted Statements of Financial
Standards regarding EARNINGS PER SHARE, which requires presentation of basic and
diluted EPS on the face of the income statement for all entities with complex
capital structures and requires a reconciliation of the numerator and
F-6
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER31, 2008
________________________________________________________________________________
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. In the accompanying financial statements, basic
earnings per share of common stock is computed by dividing net income by the
weighted average number of shares of common stock outstanding during the period.
We do not have a complex capital structure requiring the
computation of diluted earnings per share.
NOTE 2 - UNCERTAINTY, GOING CONCERN: At December 31, 2008, we were engaged in a
business and had suffered losses from development stage activities to date. In
addition, we have minimal operating funds. Although management is currently
attempting to identify business opportunities and is seeking additional sources
of equity or debt financing, there is no assurance these activities will be
successful. Accordingly, we must rely on our officers to perform essential
functions without compensation until a business operation can be commenced. No
amounts have been recorded in the accompanying financial statements for the
value of officers' services, as it is not considered material.
These factors raise substantial doubt about the ability of the Company to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
NOTE 3 - FEDERAL INCOME TAX:
We follow Statements of Financial Accounting Standards regarding ACCOUNTING FOR
INCOME TAXES. Deferred income taxes reflect the net effect of (a) temporary
difference between carrying amounts of assets and liabilities for financial
purposes and the amounts used for income tax reporting purposes, and (b) net
operating loss carryforwards. No net provision for refundable Federal income tax
has been made in the accompanying statement of loss because no recoverable taxes
were paid previously. Similarly, no deferred tax asset attributable to the net
operating loss carryforward has been recognized, as it is not deemed likely to
be realized.
The provision for refundable Federal income tax consists of the following:
2008
Refundable Federal income tax attributable to:
Current operations (4,888)
Less, Nondeductible expenses -0-
-Less, Change in valuation allowance 4,888
Net refundable amount -
The cumulative tax effect at the expected rate of 15% of significant items
comprising our net deferred tax amount is as follows:
2008
Deferred tax asset attributable to:
Net operating loss carryover $ 733
Less, Valuation allowance (733)
Net deferred tax asset -
At December 31, 2008, an unused net operating loss carryover approximating $733
is available to offset future taxable income; it expires in 2028.
F-7
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER31, 2008
________________________________________________________________________________
NOTE 4 - CUMULATIVE SALES OF STOCK:
Since its inception, we have issued shares of common stock as follows:
On November 17, 2008, our Directors authorized the issuance of 7,100,000 founder
shares at par value of $0.001. These shares are restricted under rule 144 of the
Securities Exchange Commission.
On various days in December 2008, our Directors authorized the issuance of
1,776,100 shares of common stock at a price of $0.01 per share as fully paid and
non-assessable to the subscriber. These shares are not restricted and are free
trading.
NOTE 5 - NEW ACCOUNTING PRONOUNCEMENTS:
RECENT ACCOUNTING PRONOUNCEMENTS
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
F-8
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER31, 2008
________________________________________________________________________________
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.'This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its consolidated financial
statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
F-9
BIO-STUFF
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER31, 2008
________________________________________________________________________________
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company will adopt this statement March 1,
2008, and it is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
F-10
Up to a Maximum of 7,500,000 Common Shares at $.05 per Common Share
Prospectus
BIO-STUFF
March 23, 2009
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO
BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.
Until __________________2009, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
31
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered. The
registrant shall pay the expenses.
SEC Registration Fee . . . . . . $ 18.23
Printing and Stationary Expenses 1,500.00
Legal Fees and Expenses . . . . 2,500.00
Accounting Fees and Expenses. . 3,500.00
Miscellaneous . . . . . . . . . 2,500.00
----------
TOTAL . . . . . . . . . . . . . $10,018.23
==========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the small
business issuer as provided in the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the SEC 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 small business issuer of expenses incurred or paid by a
director, officer or controlling person of the small business issuer 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 small business issuer 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 15. RECENT SALES OF UNREGISTERED SECURITIES
During the fourth quarter of 2008, BIO-STUFF sold a total of 1,876,100 common
shares at $.01 per common share to non-affiliates for cash.
The above securities were issued pursuant to an exemption from registration
under Section 4(2) of the Securities Act of 1933 to sophisticated investors.
32
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
INDEX TO EXHIBITS
Exhibit Number and Identification of Exhibit
3.1 Articles of Incorporation.
3.2 By-Laws.
5.1 Consent and opinion of Diane D. Dalmy, Attorney At Law.
23.1 Consent of CPA Thomas Harris.
99.1 Graphic of the bio-Ashtray.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
i. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii. Reflect in the prospectus any facts or events arising after the
effective date of which, individually or together, represent a fundamental
change in the information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered, if the
total dollar value of securities offered would not exceed that which was
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 SEC in
accordance with Rule 424(b) of this chapter, 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
iii. 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, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.
33
(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.
(4) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchase, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchase 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 registrant or used or referred to by the
undersigned registrant;
iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
iv. Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
(5) That, for the purpose of determining liability under the Securities Act
of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (230.430B of this
chapter):
A. Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration
statement; and
B. Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of the registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii),
or (x) for the purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
34
ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of the registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Lisbon, Portugal, on March
27, 2009.
BIO-STUFF
By: /s/JOAO P. DOS SANTOS
_______________________
Joao P. dos Santos, CEO
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.
By: /s/ JOAO P. DOS SANTOS
_______________________
Joao P. dos Santos, CEO
Director
Principal Financial Officer,
Controller and Director
March 27, 2009
36
Dates Referenced Herein and Documents Incorporated by Reference
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