5BARz International, Inc. – IPO: ‘POS AM’ on 5/18/09

On:  Monday, 5/18/09, at 8:18am ET   ·   Accession #:  1092306-9-196   ·   File #:  333-158321

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Initial Public Offering (IPO):  Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      POS AM S-1 Amendment #1                                2     11K 

POS AM
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            As filed with the Securities and Exchange Commission on May 11, 2009
                                                     Registration No. 333-158321

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
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 Number)
organization)            Code Number: 3080)                     

 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)

This post-effective  amendment de-registers all shares of common stock remaining
unsold as of the date hereof. (APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE
TO THE PUBLIC)                                                                  

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 [ ]                                               

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. [ ]                                                      

POS AM
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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]

     DE-REGISTRATION OF UNSOLD COMMON SHARES

On March 3, 2009,  BIO-STUFF (the "Company")  filed a registration  statement on
Form S-1,  (Registration No. 333-158321) (the "Registration  Statement"),  which
was declared  effective by the  Securities  and Exchange  Commission on April 9,
2009. The Registration Statement registered the sale by the selling stockholders
identified  therein of a total of 1,776,100 shares of the Company's common stock
at $.01 per share (par value  $0.001 per share) (the "Common  Stock"),and  up to
another 7,500,000 common shares at $.05 per share.                              

The Company has been unable to sell any of the  7,500,000  common shares at $.05
per share.  The purpose of this  Post-Effective  Amendment  to the  Registration
Statement  is to withdraw and remove from  registration  the unissued and unsold
7,500,000  shares of Common Stock  previously  registered under the Registration
Statement.  Consequently,  the sole director on behalf of the Company terminated
the primary  offering of the 7,500,000 common shares on May 5, 2009. The Company
hereby  removes from the  Registration  Statement  the  7,500,000  common shares
originally registered by the Registration Statement.                            

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 May
11,2009.                                                                        

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                                         

May 11, 2009                                                                    

Dates Referenced Herein

				Referenced-On Page
This ‘POS AM’ Filing		Date		First		Last			Other Filings
Filed on:		5/18/09							None on these Dates
		5/11/09		1		2
		5/5/09		2
		4/9/09		2
		3/3/09		2
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