Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1 /A
Amendment No.
1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
| Bard Holding, Inc. | ||
| (Name of small business issuer in its charter) |
| Delaware | 3823 | 27-1330198 | ||||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer Identification Number) | ||||
| incorporation or organization) | Classification Code Number) |
|
1167
Bridge Street,
Philadelphia,
PA, 19124
|
||
| (Address and telephone number of registrant's principal executive offices and principal place of business) | ||
| Howard
L. Bobb
President
and Chief Executive Officer
1167
Bridge Street
Philadelphia,
PA 19124
(215)
825-8593
|
||
| (Name, address, and telephone number of agent for service) |
Please
send correspondence to:
Jillian
Ivey Sidoti, Esq.
34721
Myrtle Court
Winchester,
CA 92596
323-799-1342
FAX: (888)
316-7320
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after the effective date of this Registration Statement.
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. o
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. o
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. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated
filer, a non-accelerated filer or a smaller reporting company.
| Large accelerated filer | o | Accelerated Filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
CALCULATION
OF REGISTRATION FEE
|
Title of Shares
to be
Registered
|
Amount
to be
Registered
|
Proposed Maximum
Offering Price
Per Share(1)
|
Proposed Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
| Common Stock, $.001 par value | 10,000,000 shares | $1.00 | $10,000,000 | $558.00 |
| Total | 10,000,000 shares | $1.00 | $10,000,000 | $558.00 |
(1) Registration
fee has been paid via Fedwire.
(2) This is the
initial public offering and no current trading market exists for our
stock.
(3) Estimated
solely for the purpose of calculating the registration fee pursuant to Rule
457(c).
(4) Estimated
solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(o) under the Securities Act.
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
|
SUBJECT
TO COMPLETION, DATED JANUARY 8, 2010
PRELIMINARY
PROSPECTUS
Bard
Holding Inc.
10,000,000
Shares of Common Stock
Price
per share: $1.00
Total
cash proceeds if all shares are sold: $10,000,000
This
is our initial public offering. We are offering up to 10,000,000 shares of
our common stock at a price of $1.00 per share. We will offer the shares
ourselves and do not plan to use underwriters or pay any commissions. The
shares will be offered and sold by our officers. There is no trading
market for our common stock.
The offering is being conducted on a
self-underwritten, best effort basis, which means our officers and/or
directors will attempt to sell the shares. This Prospectus will permit our
officers and/or directors to sell the shares directly to the public, with
no commission or other remuneration payable to them for any shares they
may sell. Our officers and directors will sell the shares. In offering the
securities on our behalf, they will rely on the safe harbor from
broker-dealer registration set out in Rule 3a4-1 under the Securities and
Exchange Act of 1934. We intend to open a standard, non-interest bearing,
bank checking account to be used only for the deposit of funds received
from the sale of the shares in this offering. The shares will be offered
at a price of $1.00 per share for a period of three hundred and sixty five
(365) days from the effective date of this prospectus, unless extended by
our board of directors for an additional one hundred eighty (180)
days.
The
information in this prospectus is not complete and may be changed. We may
not sell our shares until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell our shares, and it is not soliciting an offer to buy our
shares in any state where the offer or sale is not
permitted.
The
purchase of our shares involves substantial risk. See “Risk Factors”
beginning on page _____ for a discussion of risks to consider before
purchasing our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission
has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary
is a criminal offense.
THE
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE SUBJECT TO
CHANGE. WE MAY NOT SELL OUR SHARES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS
IS NOT AN OFFER TO SELL OUR SHARES, AND IT IS NOT SOLICITING AN OFFER TO
BUY OUR SHARES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
THE
DATE OF THIS PROSPECTUS IS JANUARY 8,
2010
|
|
Prospectus
Summary
|
1
|
|
Risk
Factors
|
2
|
|
Special
Note Regarding Forward-Looking Information
|
9
|
|
Capitalization
|
9
|
|
Use
of Proceeds
|
10
|
|
Determination
of Offering Price
|
11
|
|
Dilution
|
11
|
|
Plan
of Distribution and Terms of the Offering
|
14
|
|
Legal
Proceedings
|
15
|
|
Director,
Executive Officers, Promoters and Control Persons
|
15
|
|
Security
Ownership of Certain Beneficial Owners and Management
|
15
|
|
Description
of Securities
|
16
|
|
Interest
of Named Experts and Counsel
|
18
|
|
Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
|
18
|
|
Description
of Business
|
19
|
|
Reports
to Stockholders
|
26
|
|
Facilities
|
28
|
|
Certain
Relationships and Related Party Transactions
|
28
|
|
Market
for Common Equity and Related Stockholders Matters
|
30
|
|
Dividends
|
31
|
|
Executive
Compensation
|
36
|
|
Shares
Eligible for Future Sale
|
38
|
|
Index
to Financial Statements
|
39 |
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance
Sheets
|
F-2
|
|
Statement
of Operations
|
F-3
|
|
Statement
of Stockholders’ Equity
|
F-4
|
|
Statement
of Cash Flows
|
F-5
|
|
Notes
to Financial Statements
|
F-6
– F-9
|
Prospectus
Summary
This
summary contains basic information about us and the offering. Because it is a
summary, it does not contain all the information that you should consider before
investing. You should read the entire prospectus carefully, including the risk
factors and our financial statements and the related notes to those statements
included in this prospectus. Except as otherwise required by the context,
references in this prospectus to “we,” “our,” “us,” “Bard Holding,” and “BH”
refer to Bard Holding Inc.
We are
not a blank check company and do not consider ourselves to be a blank check
company as we:
|
·
|
Have
a specific business plan. We have provided a detailed plan for the next
twelve (12) months throughout our
Prospectus.
|
|
·
|
We
have no intention of entering into a reverse merger with any entity in an
unrelated industry in the
future.
|
Bard Holding, Inc. (the “Company” or “BH”) is a development stage company incorporated in the State of Delaware in November 2009. We plan on building the first full composite algae based biodiesel plant in the northeast region of the United States. The facility will have photo-bioreactor based algae cultivation, harvesting and extraction plant. The planned facility will be located at keystone Industrial Port Complex (KIPC), Fairless Hills in the Commonwealth of Pennsylvania. We have not commenced revenue-generating activities at this time.
The
facility will be producing 60 million gallons of algae oil based biodiesel per
annum using photo-bioreactors. It will produce algae biomass to be
used to produce biodiesel, and other commercial products.
The
facility will highlight the success of patent-pending engineering processes to
allow for the environmentally friendly, low-cost production of algae biomass and
extraction of bio-oil. The algae will be cultivated in photo-bioreactors and
harvested in an energy-efficient/cost-effective manner. The facility will focus
on cultivating algae that can produce high yields of biodiesel. There are more
than 300,000 strains of algae, with differing ratios of three main types of
molecule: oils, carbohydrates and protein. Company scientists and engineers have
utilized a new technological screening processes combined with microbial biology
to identify natural algae strains that are best suited for biofuel
production. Further, the facility will demonstrate that this process
can sequester more than 90 percent of carbon dioxide fed into the system. A
leading global engineering company, Tetra Tech, Inc. of Langhorne, Pennsylvania,
will do the facility’s engineering and construction.
Bard
Holding’s address and phone number is:
Bard
Holding Inc.
1167
Bridge Street,
Philadelphia,
Pennsylvania 19124
(215)
825-8593
The
Offering
Common
Stock Offered
| for Sale |
Up to a
maximum of 10,000,000 shares.
|
| Price to the Public | $1.00 per share in cash. |
Use of Proceeds
| Primarily for | Offering expenses, sales and marketing, independent contractors and web site improvement. |
Number
of Shares Outstanding Prior
| to the Offering | 15,003,000 common stock/ 15,000,000 preferred stock |
Number
of Shares Outstanding After
| the Offering | |
|
16,003,000 if 10% of
offering sold.
17,503,000 if 25% of
offering sold.
20,003,000 if 50% of offering sold.
22,503,000 if 75% of offering sold.
25,003,000 if 100% of offering sold.
|
|
| Plan of Distribution | |
| This is a direct public offering, with no commitment by anyone to purchase any shares. Our shares will be offered and sold by our officers. There is no share minimum investment required from individual investors. | |
| Terms of the Offering | |
|
This is a BEST EFFORTS OFFERING.
This is a no minimum offering. Accordingly, as shares are sold, we
will use the money raised for our business. The offering will remain open
until 365 days from the commencement of the offering upon effectiveness of
this S-1, which may be extended for an additional 180 days at the
discretion of the board of directors. We cannot be certain that we will be
able to sell enough shares to fund our operations
appropriately.
|
|
(1)
Management may not, and will not purchase any shares in this
offering.
Investors
in Bard Holding should be particularly aware of the inherent risks associated
with our business. As of the date of the prospectus
our management is aware of the following material risks.
We
are a development stage company organized in November 2009 and have recently
commenced operations, which makes an evaluation of us extremely difficult. At
this stage of our business operations, even with our good faith efforts, we may
never become profitable or generate any significant amount of revenues, thus
potential investors have a high probability of losing their investment. Our
auditor’s have substantial doubt about our ability to continue as a going
concern. Additionally, our auditor’s report reflects the fact that the ability
of the Company to continue as a going concern is dependent upon its ability to
raise additional capital from the sale of common stock and, ultimately the
achievement of significant operating revenues. If we are unable to continue as a
going concern, you will lose your investment.
Although
we have established a business plan, there is nothing at this time on which to
base an assumption that our business operations will prove to be successful or
that we will ever be able to operate profitably. Our future operating results
will depend on many factors, including our ability to raise adequate working
capital, demand for our service and products, the level of our competition and
our ability to attract and maintain key management and employees. Additionally,
our auditor’s report reflects that the ability of Bard Holding to continue as a
going concern is dependent upon its ability to raise additional capital from the
sale of common stock and, ultimately, the achievement of significant operating
revenues. If we are unable to continue as a going concern, you will lose your
investment. You should not invest in this offering unless you can afford to lose
your entire investment.
We may be unable to solve unforeseen technical and engineering challenges that would make the algae-to-oil system unfeasible.
Although
we have successfully generated sample yields of algae with high lipid
percentages in the laboratory, as well as extracting small field scale
quantities of oil, the full end-to-end process design and engineering of an
algae-to-oil system is not complete. The risk exists that the completion of this
process design and engineering may face delays or outright failures, and that we
may not be able to successfully design a scalable, cost-effective system for the
growth and harvesting of algae. We are still in the process of conducting
research on algae growth concepts and completing design and cost calculations in
order to overcome certain previously recognized limitations of growing and
harvesting algae oil for fuel at commercial scale, at appropriate costs. Even in
the event that we are able to design and engineer a complete algae-to-oil
system, the risk exists that once Bard Holding or a licensee begins to scale up
such system, unforeseen factors and issues may arise which makes any such system
unfeasible (for economic reasons or otherwise), thus causing additional delays
or outright failure.
2
We face
significant challenges in successfully and rapidly building our new facility,
and there is no guarantee that we will succeed.
Due to
the anticipated significant capital expenditures required for a cost effective
algae oil facility, we will need to successfully build a new facility and
commercial design under significant time constraints. We have yet to prove that
it can succeed at the required levels of rapid scaling through to commercial
rollout of our technology. Beyond the new facility, rapid scaling will also be
dependent upon the time needed to adequately permit each site and procure needed
equipment.
We are dependent
upon funding from our principal shareholders.
To date,
we are dependent upon funding from our officers. If our officers are unable to
continue to fund the Company, the Company might need to enter into agreements
under less favorable terms than originally envisioned, or borrow funds at higher
interest rates and under less favorable terms and conditions than originally
envisioned. Moreover, there is no certainty as to whether any new funding source
would even be available. If funding is not available when needed, or is
available only on unfavorable terms, we may be unable to implement our
development plan, enhance our existing business, complete acquisitions or
otherwise take advantage of business opportunities or respond to competitive
pressures, any of which could have a material adverse effect on our production,
revenues and results of operations, or cause us to cease operations
altogether.
Significant
declines in the prices of oil and natural gas could reduce the appeal and
commercial feasibility of our products and services.
We have
no ability to control the market prices of oil and biodiesel. The recent
worldwide financial and credit crisis has reduced the availability of liquidity
and credit. This shortage of liquidity and credit combined with recent
substantial losses in worldwide equity markets has lead to a worldwide economic
recession. The slowdown in economic activity caused by such recession has
reduced worldwide demand for energy and resulted in lower oil and natural gas
prices. Oil prices declined from record levels in early July 2008 of over $140
per Bbl to below $40 per Bbl in December 2008, while natural gas prices have
declined from over $13 per Mcf to below $6 per Mcf over the same period. In
addition, the forecasted prices for 2009 have also declined. As oil and natural
gas prices decline, the appeal, and commercial feasibility, of alternative fuel
sources such as biodiesel and algae-oil may significantly decrease and further
contribute to the reduction of available credit and financing.
Biodiesel
fuel is a commodity whose price is determined based on the price of petroleum
diesel, world demand, supply and other factors, all of which are beyond our
control. Prices for biodiesel fuel have fluctuated widely in recent years. We
expect that prices will continue to fluctuate in the future. Significant
fluctuations in these commodity prices could impact the economic feasibility of
the Company’s products and services.
We may be unable
to fully enforce our intellectual property in certain
countries.
We are
partially dependent on the enforceability of our intellectual property rights.
We expect to expand the use of our technology into countries that may not
provide adequate legal remedies in the event of a violation of the Company’s
technology. We may not be able to fully execute our business plan if we do not
obtain adequate protection of our intellectual property.
The
biodiesel production and marketing industry is competitive. There are many
competitors that have greater financial and other resources than we do and one
or more of these competitors could, by using their greater resources or
otherwise, gain market share at our expense.
According
to the National Biodiesel Board, the biodiesel manufacturing industry is
experiencing rapid growth in the United States. New plant construction or
decreases in demand for biodiesel may result in excess production capacity,
which could have an impact upon our ability to operate profitably. Excess
capacity in the biodiesel industry may lead to increased competition for inputs
and decreased market prices for biodiesel, which means that we may be unable to
acquire the inputs needed or be unable to acquire the inputs at a profitable
price. In addition, if excess capacity occurs, we may be unable to market our
products at profitable prices.
Many of
our competitors in the biodiesel production and marketing industry have
substantially greater production, financial, research and development, personnel
and marketing resources than we do. As a result, our competitors may be able to
compete more aggressively than we could and sustain that competition over a
longer period of time. Our lack of resources relative to many of our competitors
may cause us to fail to anticipate or respond adequately to new developments and
other competitive pressures. This failure could reduce our competitiveness and
cause a decline in our market share, sales and profitability. This decline could
have a material adverse effect on, or cause us to cease, our
operations.
If we are unable
to recruit and retain the necessary specialist and experienced individuals, our
business will suffer as a result.
In order
to complete the research and design of the algae-to-oil system and move to
commercial scaling and full operations, it will be necessary for us to retain
specialist and experienced management as well as to recruit a significant number
of additional qualified individuals. Additionally, technical support personnel
will be needed to support the license and joint venture partners when we begin
to commercially scale worldwide. Any inability to obtain the appropriate
resources through hiring, outsourcing or through other contractors could delay
or impair our ability to achieve successful results.
We
have a history of losses and there is no guarantee we will achieve positive cash
flow.
Bard
Holding has a history of operating losses since inception. The Company expects
losses to continue and does not expect positive cash flow from operations in the
near term. There is no guarantee that the Company will achieve cash flow
positive operations prior to expending its available capital.
The algae-to-oil
system may be too expensive for a particular target market.
The
growth from the bioreactor/extraction/refining system and the relevant processes
and methodologies being considered for operating the system may not yield a
result that is commercially attractive to the target market. This may be due to
the inability of the system to produce algae oil at an acceptable unit cost
relevant to other similar competing products. Our design could also require
significant high fixed capital costs.
Biofuel
competes with other existing products and other alternative products, which if
more successful, could reduce the demand for biodiesel.
We expect
to be completely focused on the production and marketing of biodiesel and its
co-products for the foreseeable future. We may be unable to shift our business
focus away from the production and marketing of biodiesel to other renewable
fuels or competing products. Accordingly, an industry shift away from biodiesel
or the emergence of new competing products may reduce the demand for biodiesel.
As already disclosed above, a downturn in the demand for biodiesel would
significantly and adversely affect any sales and profitability, and thus have a
material adverse effect on, or cause us to cease, our operations.
If a competitor
were to achieve a technological breakthrough that resulted in significant cost
reductions, our operations and business could be negatively
impacted.
There
currently exist a number of businesses that are pursuing the use of algae,
bacteria and other crops and other methods for creating biomass and alternative
fuels. Should a competitor achieve a R&D, technological or biological
breakthrough where production costs are significantly reduced, or if the costs
of similar competing products were to fall substantially, we may have difficulty
attracting customers and licensees. This could have a material adverse effect
on, or cause us to cease, our operations.
Competition
from the advancement of alternative fuels may lessen the demand for biodiesel
and negatively impact our profitability.
Alternative
fuels, gasoline oxygenates and biodiesel production methods are continually
under development. A number of automotive, industrial and power generation
manufacturers are developing alternative clean power systems using fuel cells or
clean burning gaseous fuels. Like biodiesel, the emerging fuel cell industry
offers a technological option to address increasing worldwide energy costs, the
long-term availability of petroleum reserves and environmental concerns. Fuel
cells have emerged as a potential alternative to certain existing power sources
because of their higher efficiency, reduced noise and lower emissions. Fuel cell
industry participants are currently targeting the transportation, stationary
power and portable power markets in order to decrease fuel costs, lessen
dependence on crude oil and reduce harmful emissions. If the fuel cell and
hydrogen industries continue to expand and gain broad acceptance, and hydrogen
becomes readily available to consumers for motor vehicle use, we may not be able
to compete effectively. This additional competition could reduce the demand for
biodiesel, which would negatively impact any sales and profitability, and thus
have a material adverse effect on, or cause us to cease, our
operations.
The profitability
of any algae-to-oil system could be negatively impacted if biodiesel refiners
are unable to refine the available biodiesel foodstock into
biodiesel.
Worldwide
biodiesel refining capacity is expected to be approximately fifteen
(15) million gallons of feed stock oil per year by 2010. Currently, most
biodiesel refiners are operating well below their maximum capacity, but there
exists the risk that the production of biodiesel feedstock increases to the
point where capacity would not be able to refine all of the available biodiesel
feedstock into biodiesel. There is also a risk that some of the biodiesel
refiners may go out of business due to the current high prices of feed stock
oil, thereby limiting the total capacity. Such lack of capacity would be a risk
to the profitability of any algae-to-oil system, as it could impact the ability
of operator’s of such systems to realize revenues from operating the
system.
Limited operating
history
This is a
new venture for the Company although the officers have experience in the biofuel
technology industry. We do not currently own any assets to carry out any of the
development opportunities; we have not obtained any financing and we do not
currently conduct any operations. Therefore, we have a limited operating history
upon which to evaluate our likely performance. We may not be able to implement
our business plan successfully.
Capital requirements and
liquidity
The biofuel industry is capital
intensive. The Company's cash flow from operations and the continued
availability of credit are subject to a number of variables, including the
Company's utilization rate, operating margins and ability to maintain costs and
obtain contracts in a competitive industry. There can be no assurance
that the Company's cash flow from operations, proceeds from the Initial Public
Offering and present borrowing capacity will be sufficient to fund its
anticipated capital expenditures and working capital
requirements. The Company may from time to time seek additional
financing, either in the form of bank borrowings, sales of the Company's debt or
equity securities or otherwise. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Financial Condition
and Liquidity." To the extent the Company's capital resources and cash flow from
operations are at any time insufficient to fund its activities or repay its
indebtedness as due, the Company will need to raise additional funds through
public or private financings or additional borrowings. No assurance
can be given as to the Company's ability to obtain any such capital
resources. If the Company is at any time not able to obtain the
necessary capital resources, its financial condition and results of operations
could be materially adversely affected. In the event that additional
funds are raised through the issuance of equity securities, the percentage
ownership of the Company's stockholders at that time would be diluted and, in
addition, such equity securities may have rights, preferences or privileges
senior to those of the Common Stock.
Reliance on key
personnel
The
success of the Company's business is highly dependent upon the services, efforts
and abilities of Howard L. Bobb, the Company's President and Chief Executive
Officer and certain other officers and key employees, particularly Surajit
Khanna, the Company's Secretary, and Sohinii Khanna, the Company's
Treasurer. The business of the Company could be materially and
adversely affected by the loss of any of these individuals. The
Company does not maintain key man life insurance on the lives of any of its
executive officers or key employees. The Company does not have any
employment agreements.
Because our officers and
directors have other business interests, they may not be able or willing to
devote a sufficient amount of time to our business operations, causing our
business to fail.
All of
our officers and directors intend to devote only a portion their business time
to our affairs. It is possible that the demands on our Officers from their other
obligations could increase with the result that they would no longer be able to
devote sufficient time to the management of our business. In addition, the
officers may not possess sufficient time for our business if the
demands of managing our business increased substantially beyond current
levels.
There is no current public
market for our common stock; therefore you may be unable to sell your securities
at any time, for any reason, and at any price, resulting in a loss of your
investment.
As of the
date of this prospectus, there is no public market for our common stock.
Although we plan, in the future, to contact an authorized OTC Bulletin Board
market maker for sponsorship of our securities on the Over-the-Counter Bulletin
Board, there can be no assurance that our attempts to do so will be successful.
Furthermore, if our securities are not quoted on the OTC Bulletin Board, or
elsewhere, there can be no assurance that a market will develop for the common
stock or that a market in the common stock will be maintained. As a result of
the foregoing, investors may be unable to liquidate their investment for any
reason. We have not originated contact with a market maker at this time, and do
not plan on doing so until completion of this offering.
Because our common stock is
deemed a low-priced “penny” stock, an investment in our common stock should be
considered high risk and subject to marketability
restrictions.
Since our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a market develops for the common stock. Until the
trading price of the common stock rises above $5.00 per share, if ever, trading
in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require
broker-dealers, before effecting transactions in any penny stock,
to:
|
•
|
Deliver
to the customer, and obtain a written receipt for, a disclosure
document;
|
|
|
•
|
Disclose
certain price information about the stock;
|
|
|
•
|
Disclose
the amount of compensation received by the broker-dealer or any associated
person of the broker-dealer;
|
|
|
•
|
Send
monthly statements to customers with market and price information about
the penny stock; and
|
|
|
•
|
In
some circumstances, approve the purchaser’s account under certain
standards and deliver written statements to the customer with information
specified in the rules.
|
Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.
Superior rights of preferred
stock
The
Company is authorized to issue additional preferred
stock. To date, 15,000,000 shares of preferred stock are
outstanding and have been issued to our officers and directors of the 15,000,000
shares currently authorized. The Board, without stockholder approval, may
issue shares of the preferred stock with rights and preferences adverse to the
voting power or other rights of the holders of the Common Stock.
WE WILL
BE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT. IF WE
ARE UNABLE TO COMPLY WITH SECTION 404 IN A TIMELY MANNER OR IF THE COSTS RELATED
TO COMPLIANCE ARE SIGNIFICANT, OUR PROFITABILITY, STOCK PRICE AND RESULTS OF
OPERATIONS AND FINANCIAL CONDITION COULD BE MATERIALLY ADVERSELY
AFFECTED.
See
"Description of Capital Stock -- Preferred Stock."
We will be required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002. Section 404 requires that we document and test our internal control over financial reporting and issue management's assessment of our internal control over financial reporting. This section also requires that our independent registered public accounting firm opine on those internal controls and management's assessment of those controls. We are currently evaluating our existing controls against the standards adopted by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. During the course of our ongoing evaluation and integration of the internal control over financial reporting, we may identify areas requiring improvement, and we may have to design enhanced processes and controls to address issues identified through this review. We believe that the out-of-pocket costs, the diversion of management's attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act could be significant. If the time and costs associated with such compliance exceed our current expectations, our results of operations could be adversely affected.
We cannot
be certain at this time that we will be able to successfully complete the
procedures, certification and attestation requirements of Section 404 or that we
or our auditors will not identify material weaknesses in internal control over
financial reporting. If we fail to comply with the requirements of Section 404
or if we or our auditors identify and report such material weakness, the
accuracy and timeliness of the filing of our annual and quarterly reports may be
materially adversely affected and could cause investors to lose confidence in
our reported financial information, which could have a negative effect on the
trading price of our common stock. In addition, a material weakness in the
effectiveness of our internal control over financial reporting could result in
an increased chance of fraud and the loss of customers, reduce our ability to
obtain financing and require additional expenditures to comply with these
requirements, all of which could have a material adverse effect on our business,
results of operations and financial condition.
As a result of our placing
your funds into a segregated account as opposed to an escrow account, the funds
are subject to attachment by creditors of the company, thereby subjecting you to
a potential loss of the funds.
Because
the funds are being placed in a segregated account rather than an escrow
account, creditors of the company could try to attach, and ultimately be
successful in obtaining or attaching the funds before the offering closes.
Investors would lose all or part of their investments if this happened,
regardless of whether or not the offering closes.
Our existing dividend policy
and contractual restrictions limit our ability to pay
dividends.
We have
never declared a cash dividend on our common stock and do not expect to pay cash
dividends for the foreseeable future. We expect that all cash flow generated
from our operations in the foreseeable future will be retained and used to
develop or expand our business.
About
this Prospectus
You
should only rely on the information contained in this prospectus. We have not
authorized anyone to provide information different from that contained in this
prospectus. We are offering to sell, and seeking offers to buy, shares of our
common stock on a “direct public offering,” “best efforts” basis only in
jurisdictions where offers and sales are permitted. Offers and sales of our
securities are only permitted in those jurisdictions where statutes exist, “blue
sky statutes” allowing for such offers and sales.
Available
Information
Upon the
effectiveness of this S-1, we will be subject to the requirements of Section
13(a) under the Exchange Act, which requires us to file annual reports on Form
10-K (or any successor form), quarterly reports on Form 10-Q (or any successor
form), and current reports on Form 8-K, and we will be required to comply with
all other obligations of the Exchange Act applicable to issuers filing
registration statements pursuant to Section 12(g) of the Exchange
Act.
All of
our reports can be reviewed through the SEC’s Electronic Data Gathering Analysis
and Retrieval System (EDGAR) which is publicly available through the SEC’s
website (http://www.sec.gov).
We intend
to furnish to our stockholders annual reports containing financial statements
audited by our independent certified public accountants and quarterly reports
containing reviewed unaudited interim financial statements for the first
three-quarters of each fiscal year. You may contact the Securities and Exchange
Commission at 1-(800) SEC-0330 or you may read and copy any reports, statements
or other information that Bard Holding Inc. files with the Securities and
Exchange Commission at the Securities and Exchange Commission’s public reference
room at the following location:
Public
Reference Room
100
F. Street, N. E .
Washington,
D.C. 20549
Telephone
1(800)-SEC-0330
We have
filed with the Commission a registration statement on Form S-1 under the
Securities Act of 1933, as amended with respect to the securities offered in
this prospectus. This prospectus does not contain all the information set forth
in the registration statement, certain parts of which are omitted in accordance
with the rules and regulations of the SEC. For further information, with respect
to us and the common stock offered in this prospectus, reference is made to such
registration statement, exhibits and schedules. A copy of the registration
statement, including the exhibits and schedules can be reviewed through
EDGAR.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under
“Prospectus Summary”, “Risk Factors”, “Plan of Operation”, “Our Business”, and
elsewhere in this prospectus constitute forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as “may”,
“should”, “expects”, “plans”, “anticipates”, “believes”, “estimated”,
“predicts”, “potential”, or “continue” or the negative of such terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties, and other factors that may cause our actual
results, levels of activity, performance, or achievements to be materially
different from any future results, levels of activity, performance, or
achievements expressed or implied by such forward-looking statements. These
factors include, among other things, those listed under “Risk Factors” and
elsewhere in this prospectus. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee
future results, levels of activity, performance, or achievements. We undertake
no obligation to update or revise any of the forward-looking statements after
the date of this prospectus to conform forward-looking statements to actual
results, except as required by the Federal securities laws or as required to
meet our obligations set forth in the undertakings to this registration
statement.
The
following table sets forth our capitalization on November 30, 2009
|
STOCKHOLDERS’
EQUITY
|
||||
|
Common
stock, $.01 par value, 100,000,000 shares authorized,
15,003,000 shares issued and outstanding
|
150,030 | |||
|
Preferred
stock, $.01 par value, 15,000,000 shares authorized, 15,000,000 shares
issued and outstanding
|
150,000 | |||
|
Additional
paid in capital
|
0 | |||
|
Stock
subscriptions receivable (1)
|
(282,930 | ) | ||
|
Deficit
accumulated during the development stage
|
(4,100 | ) | ||
|
Total
Stockholders’ Equity
|
13,000 | |||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ |
13,000
|
||
|
(1)
|
Although
the shareholder’s have agreed to purchase the shares of stock herein
described, they have not yet tendered payment to the
Company.
|
The
amounts and timing of expenditures described in the table for each purpose may
vary significantly depending on numerous factors, including, without limitation,
the progress of our marketing. We anticipate, based on currently proposed plans
and assumptions relating to our operations, that the net proceeds of this
offering and cash flow from operations, if any, will be adequate to satisfy our
capital needs for approximately 12 months following consummation of this
offering. We have based our assumptions on the fact that we will not incur
additional obligations for personnel, office, etc. until such time as we either
raise additional equity or debt, or generate revenues to support such
expenditures.
The net
proceeds from the sale of the shares of common stock offered hereby are
estimated to be approximately as the table shows depending on if we sell 10%,
25%, 50%, 75%, or 100% of the offered shares at a $1 per share. We intend to
utilize the estimated net proceeds following the offering for the following
purposes:
| 10 | % | 25 | % | 50 | % | 75 | % | 100 | % | |||||||||||
|
Total
Proceeds
|
$ | 1,000,000.0 | $ | 2,500,000 | $ | 5,000,000 | $ | 7,500,000 | $ | 10,000,000 | ||||||||||
|
Less:
Offering Expenses
|
||||||||||||||||||||
|
Legal
|
$ | 25,000 | $ | 25,000 | $ | 25,000 | $ | 25,000 | $ | 25,000 | ||||||||||
|
Accounting
|
$ | 5,000 | $ | 5,000 | $ | 5,000 | $ | 5,000 | $ | 5,000 | ||||||||||
|
Copying
|
300 | 300 | 300 | 300 | 300 | |||||||||||||||
|
SEC
& State Filing Fees
|
100 | 100 | 100 | 100 | 100 | |||||||||||||||
|
Net
Proceeds from Offering
|
$ | 969,600 | $ | 2,469,600 | $ | 4,969,600 | $ | 7,469,600 | $ | 9,969,600 | ||||||||||
|
Use
of Net Proceeds
|
||||||||||||||||||||
|
Land
Purchase(1)
|
$ | 250,000 | $ | 250,000 | $ | 1,000,000 | $ | 2,500,000 | $ | 4,750,000 | ||||||||||
|
Building
|
$ | 150,000 | $ | 250,000 | $ | 375,000 | $ | 575,000 | $ | 575,000 | ||||||||||
|
Building
Labor
|
$ | 50,000 | $ | 71,350 | $ | 233,200 | $ | 233,200 | $ | 233,200 | ||||||||||
|
Equipment(3)
|
$ | 100,000 | $ | 900,000 | $ | 2,011,806 | $ | 2,792,000 | $ | 2,792,000 | ||||||||||
|
Transfer
Agent Fees
|
$ | 1,250 | $ | 1,250 | $ | 1,250 | $ | 1,250 | $ | 1,250 | ||||||||||
|
Accounting
(4)
|
$ | 5,000 | $ | 5,000 | $ | 25,000 | $ | 25,000 | $ | 25,000 | ||||||||||
|
Investor
Relations (5)
|
$ | 7,000 | $ | 7,000 | $ | 7,000 | $ | 7,000 | $ | 7,000 | ||||||||||
|
Employee
Salaries (6)
|
$ | 150,000 | $ | 370,000 | $ | 370,000 | $ | 370,000 | $ | 570,000 | ||||||||||
|
Research
and Development (7)
|
$ | 52,210 | $ | 350,000 | $ | 350,000 | $ | 401,883 | $ | 650,000 | ||||||||||
|
Legal
Costs (8)
|
$ | 20,000 | $ | 20,000 | $ | 82,000 | $ | 82,000 | $ | 82,000 | ||||||||||
|
Mortgage
Payments (9)
|
$ | 111,000 | $ | 111,000 | $ | 330,194 | $ | 198,117 | $ | 0 | ||||||||||
|
Working
Capital (10)
|
$ | 73,140 | $ | 134,000 | $ | 184,150 | $ | 284,150 | $ | 284,150 | ||||||||||
|
Total
Use of Net Proceeds
|
$ | 969,600 | $ | 2,469,600 | $ | 4,969,600 | $ | 7,469,600 | $ | 9,969,600 |
|
(1)
|
In
the event that the raised proceeds do not cover the cost of outright
purchase of the land, the Company may have the opportunity to purchase a
minimum of 10 acres at $125,000 per acre and put a 20% down payment the
company will then finance the remaining amount with a bank
loan.
|
|
(2)
|
Size
of the building will be commensurate with the amount of land
purchased.
|
|
(3)
|
Equipment
will depend highly on the size of the building and its
capabilities.
|
|
(4)
|
As
the complexities with the building and project go, we expect that
accounting fees and ongoing audit fees will also increase.
|
|
(5)
|
The
Company is estimating that it may use the services of a consulting firm to
assist with investor relations. The Company has not entered into any
agreement.
|
|
(6)
|
Depending
on its capabilities to pay, the Company will determine which employees and
personnel resources the Company will utilize.
|
|
(7)
|
The
Company will increase its spending on researching and developing new
projects depending on the amount of capital raised.
|
|
(8)
|
The
Company will look to use funds to protect certain intellectual property.
The Company also anticipates ongoing legal fees.
|
|
(9)
|
Mortgage
payments are based on year’s worth of payments amortized over 30 years at
8%.
|
|
(10)
|
Working
capital is assumed to be those costs associated with the day to day
operations of the Company.
|
In
determining the initial public offering price of the shares we considered
several factors including the following:
|
•
|
our
start up status;
|
|
|
•
|
prevailing
market conditions, including the history and prospects for the industry in
which we compete;
|
|
|
•
|
our
future prospects; and
|
|
|
•
|
our
capital structure.
|
Therefore,
the public offering price of the shares does not necessarily bear any
relationship to established valuation criteria and may not be indicative of
prices that may prevail at any time or from time to time in the public market
for the common stock. You cannot be sure that a public market for any of our
securities will develop and continue or that the securities will ever trade at a
price at or higher than the offering price in this offering.
You will suffer
substantial dilution in the purchase price of your stock compared to the net
tangible book value per share immediately after the purchase.
The following assumes the sale of 10% of the shares of common
stock in this offering. As of November 30, 2009, Bard Holding’s
net tangible book value was $13,000. Net tangible book value is the aggregate
amount of Bard Holding’s tangible assets less its total liabilities. Net
tangible book value per share represents Bard Holding’s total tangible assets
less its total liabilities, divided by the number of shares of common stock
outstanding. After giving effect to the sale of 1 ,000,000 shares at an offering price of $1.00 per share
of common stock, application of the estimated net sale proceeds (after deducting
offering expenses of $30,651), Bard Holding’s net tangible book value as of the
closing of this offering would increase from $(0.001) to $.06 per share. This
represents an immediate increase in the net tangible book value of approximately
$.05 per share to current shareholders, and immediate dilution of about $.94 per
share to new investors, as illustrated in the following table:
Public
offering price per share of common stock..................
$1.00
Net
tangible book value per share prior to offering..............
$0.001
Increase
per share attributable to new investors.................
$0.05
Net
tangible book value per share after
offering................. $0.06
Dilution
per share to new
investors..............................
$0.94
Percentage
dilution..............................................
94%
The
following assumes the sale of 25% of the shares of
common stock in this offering. As of November 30, 2009, Bard Holding’s net
tangible book value was $13,000, or $.001 per share of common stock. Net
tangible book value is the aggregate amount of Bard Holding’s tangible assets
less its total liabilities. Net tangible book value per share represents Bard
Holding’s total tangible assets less its total liabilities, divided by the
number of shares of common stock outstanding. After giving effect to the sale of
2,500,000 shares at an offering price of $1.00 per
share of common stock, application of the estimated net sale proceeds (after
deducting offering expenses of $30,651), Bard Holding’s net tangible book value
as of the closing of this offering would increase from $0.0001 to $.14 per
share. This represents an immediate increase in the net tangible book value of
$.13 per share to current shareholders, and immediate dilution of $.86 per share
to new investors, as illustrated in the following table:
Public
offering price per share of common stock.................. $1.00
Net
tangible book value per share prior to offering.............. $
0.001
Increase
per share attributable to new investors.................
$0.13
Net
tangible book value per share after offering.................
$0.14
Dilution
per share to new
investors..............................
$0.86
Percentage
dilution.............................................. 86%
The
following assumes the sale of 50% of the shares of
common stock in this offering. As of November 30, 2009, Bard Holding’s net
tangible book value was $13,000, or $0.001 per share of common stock. Net
tangible book value is the aggregate amount of Bard Holding’s tangible assets
less its total liabilities. Net tangible book value per share represents Bard
Holding’s total tangible assets less its total liabilities, divided by the
number of shares of common stock outstanding. After giving effect to the sale of
5,000,000 shares at an offering price of $1.00 per
share of common stock, application of the estimated net sale proceeds (after
deducting offering expenses of $30,651), Bard Holding’s net tangible book value
as of the closing of this offering would increase from $0.0001 to $.25 per
share. This represents an immediate increase in the net tangible book value of
$.24 per share to current shareholders, and immediate dilution of $.75 per share
to new investors, as illustrated in the following table:
Public
offering price per share of common stock.................. $1.00
Net
tangible book value per share prior to offering.............. $
0.001
Increase
per share attributable to new investors.................
$0.24
Net
tangible book value per share after offering.................
$0.25
Dilution
per share to new
investors.............................. $0.75
Percentage
dilution.............................................. 75%
The
following assumes the sale of 75% of the
shares of common stock in this offering. As of November 30, 2009, BARD HOLDING’s
net tangible book value was $13,000, or $0.001 per share of common stock. Net
tangible book value is the aggregate amount of BARD HOLDING’s tangible assets
less its total liabilities. Net tangible book value per share represents BARD
HOLDING’s total tangible assets less its total liabilities, divided by the
number of shares of common stock outstanding. After giving effect to the sale of
7,500,000 shares at an offering price of $1.00 per
share of common stock, application of the estimated net sale proceeds (after
deducting offering expenses of $30,651), BARD HOLDING’s net tangible book value
as of the closing of this offering would increase from $0.001 per share to $0.33
per share. This represents an immediate increase in the net tangible book value
of $.32 per share to current shareholders, and immediate dilution of $.67 per
share to new investors, as illustrated in the following table:
Public
offering price per share of common stock.................. $1.00
Net
tangible book value per share prior to offering..............
$0.001
Increase
per share attributable to new investors.................
$0.32
Net
tangible book value per share after offering..................
$0.33
Dilution
per share to new
investors..............................
$0.67
Percentage
dilution.............................................. 67%
The
following assumes the sale of 100% of the shares of common stock in this
offering. As of November 30, 2009, BARD HOLDING’s net tangible book value was
$13,000, or $0.001 per share of common stock. Net tangible book value is the
aggregate amount of BARD HOLDING’s tangible assets less its total liabilities.
Net tangible book value per share represents BARD HOLDING’s total tangible
assets less its total liabilities, divided by the number of shares of common
stock outstanding. After giving effect to the sale of 10,000,000 shares at an
offering price of $1.00 per share of common stock, application of the estimated
net sale proceeds (after deducting of $30,651), BARD HOLDING’s net tangible book
value as of the closing of this offering would be $0.40 per share and, as a
result, there will be an immediate increase in the net tangible book value of
$.39 per share to current shareholders, but there is an immediate dilution of
$.60 per share to new investors, as illustrated in the following
table:
Public
offering price per share of common stock.................. $1.00
Net
tangible book value per share prior to offering.............
$0.001
Increase
per share attributable to new investors.................
$0.39
Net
tangible book value per share after offering................
$0.40
Dilution
per share to new
investors..............................
$0.60
Percentage
dilution..............................................
60%
SELLING
SECURITY HOLDERS
We do not
have any security holders offering any securities under this offering. There is
no guarantee we will sell all of the shares under this offering as this is a
“best efforts” offering.
The table
below assumes the sale of the 10,000,000 shares offered in this prospectus at an
assumed initial public offering price of $1.00 per share and before any
deduction of estimated offering expenses.
|
Shares
Purchased
|
Total
Consideration
|
Average
Price
Per
Share
|
||||||||||||||||||
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||
|
Current
Common Stock Shareholders
|
15,003,000 | 60 | % | $ | 150,030 | 1.5 | % | $ | 0.01 | |||||||||||
|
Public
Common Stock Share holders
|
10,000,000 | 40 | % | $ | 10,000,000 | 98.5 | % | $ | 1.00 | |||||||||||
|
Total
Common Stock
|
25,003,000 | 100 | % | $ | 10,150,030 | 100 | % | |||||||||||||
|
Current
Preferred Stock Shareholders
|
15,000,000 | 100 | % | $ | 150,000 | 100 | % | $ | 0.01 | |||||||||||
We are
offering to the public 10,000,000 shares of common stock, at $1.00 per share, on
a “best efforts,” basis in a “direct public offering” through our officers and
directors. This offering terminates in 365 days after commencement of this
offering. There are no provisions for the return of funds if only a small number
of shares are sold and no minimum subscription amount has been set for these
shares to be sold by Bard Holding Inc. No commissions will be paid for the sale
of the 10,000,000 shares offered by Bard Holding.
This is
our initial public offering, and no public market currently exists for our
shares. The offering price may not reflect the market price of our shares after
the offering. There is no minimum purchase requirement for prospective
stockholders and no arrangement to place funds in an escrow, trust, or similar
account. We do intend to place the funds into a segregated account. The
segregated account is not an escrow, trust or similar account, and is subject to
attachment by creditors.
We will
sell the shares on a “direct public offering,” basis through our sole officers
and directors, who may be considered underwriters as that term is defined in
Section 2(a)(11). Our officers and directors will not receive any commission in
connection with the sale of shares, although we may reimburse them for expenses
incurred in connection with the offer and sale of the shares. The officers and
directors intend to sell the shares being registered according to the following
plan of distribution:
|
•
|
Shares
will be offered to friends, family, and business associates of the
officers and directors;
|
The
officers and directors will be relying on, and complying with, Rule
3a4-1(a)(4)(ii) of the Exchange Act as a “safe harbor” from registration as a
broker-dealer in connection with the offer and sales of the shares. In order to
rely on such “safe harbor” provisions provided by Rule 3a4-1(a)(4)(ii), they
must be in compliance with all of the following:
|
•
|
they
must not be subject to a statutory disqualification;
|
|
|
•
|
They
must not be compensated in connection with such selling participation by
payment of commissions or other payments based either directly or
indirectly on such transactions;
|
|
|
•
|
they
must not be an associated person of a broker-dealer;
|
|
•
|
they
must primarily perform, or are intended primarily to perform at the end of
the offering, substantial duties for or on behalf of Bard Holding Inc.
otherwise than in connection with transactions in securities;
and
|
|
|
•
|
they
must perform substantial duties for the issuer after the close of the
offering not connected with transactions in securities, and not have been
associated with a broker or dealer for the preceding 12 months, and not
participate in selling an offering of securities for any issuer more than
once every 12 month.
|
The
officers will comply with the guidelines enumerated in Rule 3a4-1(a)(4)(ii). The
officers, nor any affiliates will be purchasing shares in the
offering.
You may
purchase shares by completing and manually executing a subscription agreement
and delivering it with your payment in full for all shares, which you wish to
purchase to our offices. Your subscription shall not become effective until
accepted by us and approved by our counsel. Acceptance will be based upon
confirmation that you have purchased the shares in a state providing for an
exemption from registration. Our subscription process is as
follows:
|
•
|
a
prospectus, with subscription agreement, is delivered by Bard Holding to
each offeree;
|
|
|
•
|
the
subscription is completed by the offeree, and submitted by check back to
Bard Holding where the subscription and a copy of the check is faxed to
counsel for review;
|
|
|
•
|
each
subscription is reviewed by counsel for Bard Holding to confirm the
subscribing party completed the form, and to confirm the state of
acceptance;
|
|
|
•
|
once
approved by counsel, the subscription is accepted by the officers and the
funds deposited into an account labeled: Bard Holding Inc., within four
(4) days of acceptance;
|
|
|
•
|
subscriptions
not accepted, are returned with the check undeposited within 24 hours of
determination of non-acceptance.
|
We may
from time to time be involved in routine legal matters incidental to our
business; however, at this point in time we are currently not involved in any
litigation, nor are we aware of any threatened or impending
litigation.
The
following table sets forth information as of the date of this prospectus, and as
adjusted giving effect to the sale of 10,000,000 shares of common stock in this
offering, relating to the beneficial ownership of our common stock by those
persons known to us to beneficially own more than 5% of our capital stock, by
our director and executive officer, and by all of our directors, proposed
directors and executive officers as a group.
|
Class
of Stock
|
Name
of Beneficial Owner (1)
|
Number
of Shares of Common Stock
|
Percentage
Before Offering
|
Percentage
After Offering
|
|||||||||
|
Common
|
Howard L. Bobb
1167 Bridge Street, Philadelphia, PA 19124
|
3,000,000 | 20.00 | % | 12.00 | % | |||||||
|
Common
|
Sohini Khanna
1959 Saxon Drive
Feasterville, PA19053
|
3,000,000 | 20.00 | % | 12.00 | % | |||||||
|
Common
|
Surajit Khanna
1959 Saxon Drive
Feasterville, PA19053
|
4,650,000 | 30.99 | % | 18.60 | % | |||||||
|
Common
|
Richard C Edwards
12 Courtney Dr., Fairport, NY 144450
|
600,000 | 4.00 | % | 2.40 | % | |||||||
|
Common
|
Avery Hong
38432 Terrell Drive, North Ridgeville, OH 44039
|
2,250,000 | 15.00 | % | 9.00 | % | |||||||
|
Common
|
Dan
Mahar
6009
Dwight Rowland Rd, Fuguay Varina, NC 27526
|
600,000 | 4.00 | % | 2.40 | % | |||||||
|
Common
|
Stephen
Laskero
1835
A South Centre City Pkwy Number 304 Escondido, CA 92025
|
450,000 | 3.00 | % | 1.80 | % | |||||||
|
Common
|
Sharon
Miller
417
Meadow Lane, Batesville, IN 47006
|
450,000 | 3.00 | % | 1.80 | % | |||||||
|
Common
|
Total
Common Shares for all officers, directors, and beneficial
owners
|
15,000,000
|
99.98 | % | 59.99 | % | |||||||
|
Preferred
|
Howard L. Bobb
1167 Bridge Street, Philadelphia, PA 19124
|
2,000,000 | 13.3 | % | 13.3 | % | |||||||
|
Preferred
|
Surajit Khanna
1959 Saxon Drive, Feasterville, PA19053
|
2,000,000 | 13.3 | % | 13.3 | % | |||||||
|
Preferred
|
Richard C Edwards
12 Courtney Dr., Fairport, NY 144450
|
2,000,000 | 13.3 | % | 13.3 | % | |||||||
|
Preferred
|
Bijayenee Pattnaik
2500 Anina Lane, Bensalem, PA 19020
|
2,000,000 | 13.3 | % | 13.3 | % | |||||||
|
Preferred
|
Avery Hong
38432 Terrell Drive, North Ridgeville, OH 44039
|
2,000,000 | 13.3 | % | 13.3 | % | |||||||
|
Preferred
|
Michell McCurdy
6944 Jackson Street, Philadelphia, PA 19135
|
1,000,000 | 6.6 | % | 6.6 | % | |||||||
|
Preferred
|
Dan Mahar
6009 Dwight Rowland Rd, Fuguay Varina, NC 27526
|
2,000,000 | 13.3 | % | 13.3 | % | |||||||
|
Preferred
|
Stephen Laskero
1835 A South Centre City Pkwy Number 304 Escondido, CA 92025
|
1,000,000 | 6.6 | % | 6.6 | % | |||||||
|
Preferred
|
Sharon Miller
417 Meadow Lane, Batesville, IN 47006
|
1,000,000 | 6.6 | % | 6.6 | % | |||||||
|
Total Preferred Shares for all
officers, directors and beneficial owners
|
15,000,000 | 100 | % | 100 | % | ||||||||
“Beneficial ownership” means the sole or shared power to vote or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days from the date of this prospectus.
DESCRIPTION
OF SECURITIES
Common
Stock
Our
Articles of Incorporation authorizes the issuance of 100,000,000
shares of common stock, $0.01 par value per share. 15,003,000 common shares
were outstanding as of the date of this prospectus. Upon sale of the 10,000,000
shares offered herein, we will have outstanding 25,003,000 shares of common
stock. Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock have
no cumulative voting rights. Holders of shares of common stock are entitled to
share ratably in dividends, if any, as may be declared, from time to time by the
Board of Directors in its discretion, from funds legally available to be
distributed. In the event of a liquidation, dissolution or winding up of Bard
Holding, the holders of shares of common stock are entitled to share pro rata
all assets remaining after payment in full of all liabilities and the prior
payment to the preferred stockholders if any. Holders of common stock have no
preemptive rights to purchase our common stock. There are no conversion rights
or redemption or sinking fund provisions with respect to the common
stock.
Preferred
Stock
Our
Articles of Incorporation authorizes the issuance of 15,000,000
shares of preferred stock, $0.01 par value per share, of which all 15,000,000
shares were outstanding as of the date of this prospectus.
The
Preferred Stock carries the following rights and provisions:
Liquidation:
In the
event of any liquidation, dissolution or winding up of the Company, the holders
of the Preferred Stock shall be entitled to receive in preference to the Common
Stock (the “Common”) an amount payable in cash equal to the Purchase Price for
the Preferred plus declared and unpaid dividends (the “Liquidation
Preference”). After the payment of the Liquidation Preference to the
holders of the Preferred, the remaining assets shall be distributed ratably to
the holders of the Common and the Preferred (assuming the conversion of all
Preferred Stock).
A merger,
reorganization or other acquisition type transaction in which control of the
Company or all or substantially all of its assets is transferred will be treated
by holders of the Preferred Stock as a liquidation.
|
Conversion:
|
The
holders of the Preferred have the right, at any time, to convert into shares of
Common. The number of shares of Common into which each share of
Preferred may be converted will be determined by dividing the Original Purchase
Price by the conversion price. The initial conversion price will be
equa to the Original Purchase Price.
|
Voting
Rights:
|
The
holders of a share of the Preferred will have a right to that number of votes
equal to the number of shares of Common Stock issued.
Protective
Provisions:
The
Preferred votes on an as-converted basis, but also has a class vote as provided
by law. The consent of a majority of the Preferred, voting
as a single class, shall be required for the following actions: (i)
any amendment or change to the rights, preferences, privileges or power of the
Preferred; (ii) any action that authorizes, creates or issues shares of any
class of stock hiving rights, preferences or privileges superior to or on parity
with the Preferred; (iii) any increase or decrease in the authorized number of
shares of the Preferred or Common; (iv) any merger or consolidation of the
Company with one or more other corporations in which the stockholders of the
Company immediately after such merger or consolidation hold stock representing
less than a majority of the voting power of the outstanding stock of the
surviving corporation and any sale of all or substantially all of the assets of
the Company; (v) any amendment or waiver of any provisions of the Company’s
Articles of Incorporation (the “Articles”) or Bylaws that affects the rights of
the Preferred; (vi) the payment of any dividend on the Common Stock; and (vii)
other protective provisions to be set forth in the Articles.
The
consent of a majority of the Preferred, voting as a separate series shall be
required for the following actions: (i) any amendment or waiver of
provisions of the Company’s Articles or Bylaws that adversely affects the
rights, preferences and privileges of the Preferred; and (ii) any action that
authorizes, creates or issues shares of stock having rights, preferences or
privileges superior to or on a parity with the Preferred.
|
•
|
adopt
resolutions;
|
|
|
•
|
to
issue the shares;
|
|
|
•
|
to
fix the number of shares;
|
|
|
•
|
to
change the number of shares constituting any series; and
|
|
|
•
|
to
provide for or change the following:
|
|
|
•
|
the
voting powers;
|
|
•
|
designations;
|
|
|
•
|
preferences;
and
|
|
|
•
|
relative,
participating, optional or other special rights, qualifications,
limitations or restrictions, including the following:
|
|
|
•
|
dividend
rights (including whether dividends are cumulative);
|
|
|
•
|
dividend
rates;
|
|
|
•
|
Terms
of redemption (including sinking fund provisions);
|
|
|
•
|
redemption
prices;
|
|
|
•
|
conversion
rights; and
|
|
|
•
|
liquidation
preferences of the shares constituting any class or series of the
preferred stock.
|
In each
of the listed cases, we will not need any further action or vote by the
stockholders.
One of
the effects of undesignated preferred stock may be to enable the Board of
Directors to render more difficult or to discourage an attempt to obtain control
of us by means of a tender offer, proxy contest, merger or otherwise, and
thereby to protect the continuity of our management. The issuance of shares of
preferred stock pursuant to the Board of Director’s authority described above
may adversely affect the rights of holders of common stock. For example,
preferred stock issued by us may rank prior to the common stock as to dividend
rights, liquidation preference or both, may have full or limited voting rights
and may be convertible into shares of common stock. Accordingly, the issuance of
shares of preferred stock may discourage bids for the common stock at a premium
or may otherwise adversely affect the market price of the common
stock.
Options
and Warrants
We do not
presently have any options or warrants authorized or any securities that may be
convertible into common stock. However, our officers may later determine to
authorize options and warrants for our Company.
INTEREST
OF NAMED EXPERTS AND COUNSEL
Jillian
Ivey Sidoti issued an opinion that the shares being issued pursuant to this
offering, upon issuance, will have been duly authorized and validly issued,
fully paid, and non-assessable.
The
audited financial statements as of November 30, 2009 are included in this
prospectus and have been audited by Maddox Ungar Silberstein,
PLLC, independent auditors, as set forth in their audit report
thereon appearing elsewhere herein and are included in reliance upon such
reports given upon the authority of such firm as an expert in accounting and
auditing.
Jillian
Sidoti, for compensation for services rendered on the filing of this
offering, will receive 10,000 shares of
our common stock. Such shares shall not be derived from the shares offered in
this offering.
DISCLOSURE
OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
“Act”) may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
No
director of Bard Holding will have personal liability to us or any of our
stockholders for monetary damages for breach of fiduciary duty as a director
involving any act or omission of any such director since provisions have been
made in our Articles of Incorporation limiting such liability. Our officers and
directors are indemnified as provided by the Delaware Revised Statutes and our
Bylaws.
The
Company
Bard
Holding is a development stage company incorporated in the State of Delaware in
November 2009. We plan on building the first full composite
algae based biodiesel plant in the northeast region of the United States. Please see our 12-month
timeline to understand the steps necessary to carry out this plan. Our plan is
contingent on the following factors:
|
·
|
Our
ability to enter into the proper contracts to build the plant as well as
to implement the inner workings of the
plant.
|
|
·
|
Our
ability to raise funds to provide for the
plant.
|
|
·
|
Our
ability to acquire the land on which to build the
plant.
|
The facility will begin by producing 43,070 gallons of algae oil / biodiesel per annum using only 6 modules of photo-bioreactors. It will produce algae biomass to be used to produce biodiesel, and other commercial products.
The
facility will highlight the success of patent-pending engineering processes to
allow for the environmentally friendly, low-cost production of algae biomass and
extraction of bio-oil. The algae will be cultivated in photo-bioreactors and
harvested in an energy-efficient/cost-effective manner. The facility will focus
on cultivating algae that can produce high yields of biodiesel. There are more
than 300,000 strains of algae, with differing ratios of three main types of
molecule: oils, carbohydrates and protein. Company scientists and engineers have
utilized a new technological screening processes combined with microbial biology
to identify natural algae strains that are best suited for biofuel
production. Further, the facility will demonstrate that this process
can sequester more than 90 percent of carbon dioxide fed into the system. A
leading global engineering company, Tetra Tech, Inc. of Langhorne, Pennsylvania,
will do the facility’s engineering and construction. Tetra
Tech has been engaged by Biofuel Advance Research and Development (BARD), LLC.
BARD, LLC is a limited liability company that is owned by the officers and
directors of this Company. A copy of the Letter of Intent between BARDLLC and
Tetra Tech is attached as an Exhibit.
All
research herein presented is based on the research of scientist Mr. Jay
Ort’s belief and management belief unless otherwise stated. Mr. Ort
is a retired professional Geologist, and formerly a Technical Advisor on the
Apollo Lunar Project at White Sands, New Mexico. For over 42 years he has been
doing research on the production of biofuels from power plant waste flue gas
carbon dioxide and livestock wastes for growing algae. Ultimately, he believes
this technology can feed the entire world, make any nation desiring to do so,
energy independent.
Twelve
Month Timeline
We
intend to carry out the following timeline. This timeline is contingent on many
factors including the completion of steps throughout this timeline, proper
financing, the entering into certain contracts with both building contractors
and other specialized contractors to help with building and implementation of
the plan.
|
Description
of tasks to be performed
|
Time
frame
|
|
| Set up the algae pilot plant | January 2010 | |
|
- space
engineering
- equipment
receipt
|
February 2010 | |
|
- handling
of waste water
- handling
of carbon dioxide
- commissioning
of equipment
- testing
/ FAT
- Algae
oil production
|
March
2010
|
|
|
Break
ground on soy bean extraction plant and Biodiesel production
plant
|
April
2010
|
|
|
Land
development and boundary wall
|
April
2010
|
|
|
Engineering
drawing of the site for tanks, equipment placements
|
April
2010
May
2010
|
|
|
Design
rail roads
|
May
2010
|
|
|
Verification
of solvent extraction plant machineries in India and
Germany
|
May
2010
|
|
|
Verification
of refinery (Biodiesel) plant machineries in India and
Germany
|
May
2010
|
|
|
Take
delivery of solvent extraction plant machineries
|
June
2010
|
|
|
Take
delivery of refinery (Biodiesel) plant machineries
|
July
2010
|
|
|
Start
commissioning of the equipment
|
June
2010
|
|
|
Commissioning
of tanks
|
July
2010
|
|
|
Verify
and finalize the pilot plant algae data
|
April
2010
|
|
|
Start
engineering the larger plant for algae production
|
May
2010
|
|
|
Commission
of algae production – photo-bioreactors and other
equipment
|
June
2010
|
|
|
Complete
setting up the rail road
|
June
2010
|
|
|
Lease
the train buggies
|
June
2010
|
|
|
Complete
commissioning of solvent extraction plant and Biodiesel
plant
|
September
2010
October
2010
|
|
|
Start
production
|
October
2010
|
|
|
Test
of production from solvent extraction and Biodiesel
plant
|
November
2010
|
|
|
Have
DEP certify the production and start production in
full-stream
|
November
2010
|
|
|
Complete
and test the algae production plant
|
November
2010
|
|
|
Have
DEP certify the production and start production in
full-stream
|
November
2010
|
The Opportunity
Global
consumption of petroleum diesel fuel (as one example) exceeds 200 billion
gallons annually and continues to grow at a rate that exceeds improvements in
production. The gap between supply and demand is widening and drove prices
during 2008 to historically high levels. Beyond the economic issues associated
with petroleum, there are also significant environmental challenges: petroleum
fuels are non-renewable, produce many pollutants and release large quantities of
carbon dioxide into the atmosphere when burned.
The need
for an alternative to petroleum oil is both large and immediate. The desire for
such alternatives has been reinforced by many nations in the form of biodiesel
mandates whereby fixed portions of diesel-sold must contain a certain percentage
of biodiesel. Bard Holding is developing a commercial, scalable solution to meet
this need through the commercial-scale production of feedstock oil which can be
used to produce biodiesel.
Oil
produced from algae is also thought to have beneficial environmental effects
greater than other natural methods of extracting oil. For example, algae farms
do not need to be located on agricultural land. Combined with the fact that
algae itself is not a human food-source means that algae biofuel does not
compete with existing food crops either directly or indirectly. Moreover, it can
be planted on far fewer hectares of land than other bio fuel crops (such as palm
or jatropha) and therefore does not lead to the destruction of
rainforests.
Biodiesel
production from algae also creates a bi-product that may be used as a protein
source particularly for use in animal feed, which can supplement or replace
existing protein crops, such as soybeans. Growing algae uses CO2 as
an input, as do other plants. However, Bard Holding’s oil production facilities
are expected to require much less land and are also expected to be constructed
and operational in much less time than palm and jatropha plantations, which can
take many years to reach full production.
Demand
for affordable biodiesel feedstock is considerable and cannot be met through
more traditional oils such as rapeseed or soya. Most other feedstock oils
compete with the global food supply and as biodiesel demand grows, the price of
the underlying feedstocks grows accordingly. Bard Holding’s system will be
designed to provide quality feedstocks for biodiesel at lower prices, and its
production system is expected to be operational in a much shorter time frame
than other natural or synthetic methods of oil production.
Unmet Market
Needs
There is
a pressing worldwide demand for alternative fuel solutions. Predicted future
shortages of petroleum oil and continued pricing uncertainty in petroleum oil
supply have led to significant growth in the biodiesel industry. However, the
industry is in need of a more abundant supply of feedstocks.
We
believe that once development is completed, our business model, high-oil yields
and environmentally friendly processes have the ability to be scaled up to meet
these needs.
An
optional bi-product of algae oil production is a high quality protein feed
source. Currently, the availability of feed (especially in developing countries)
that meet cost and nutrition requirements is lacking. A parallel problem in the
feed market is the growing concern of pesticides from conventionally grown
protein sources that remain in feed and are then transferred to human food
products. This market is estimated by Bard Holding to be an approximately $15-20
billion dollar market and is projected to grow at a compounded annual growth
rate, or CAGR, of 28% (as estimated by FAOSTAT). FAOSTAT stands for Food
and Agriculture Organization Statistics. FAOSTAT is an on-line and CD
multilingual database currently containing over one million time-series records,
updated as of September 2001, covering 210 countries and territories and
international statistics concerning 3000 items in the following areas:
Production, Trade, Food Balance Sheets Fertilizer and Pesticides, Land Use and
Irrigation, Forest Products, Fishery Products, Population, Agricultural
Machinery and Food Aid Shipments.
Separate
from the biofuels market, demand also exists for specialty oil markets in a wide
variety of applications, although volumes are much less clearly defined. We
intend to develop the fuel feedstock oil market first and then search
systematically for high-value extension opportunities in a wide array of
potential specialty markets including: nutraceuticals, fatty acids/petrochemical
and cosmetics.
Strategy
Our
Strategy aligns business development efforts with R&D efforts, setting the
stage to maximize licensing opportunities worldwide.
The
R&D efforts currently underway include research, development, commercial
plant design and operations/facilities design. Where practical, these phases run
in parallel. Best practices learned and implemented by Bard Holding will be
licensed to commercial partners. Mr. Jay
Ort is conducting the research. We are developing the pilot plant to materialize
the research and commercial it based on the management beliefs and assumption. A
prototype has been developed and patent has been filed. Attached as an exhibit
is a picture of the prototype and the patent document.
To date,
BARD, LLC (“BLLC”), a Pennsylvania limited liability company controlled by the
officers of Bard Holding, has contracted to purchase a 37 acre parcel of land at
the Keystone Industrial Port Complex (KIPC) located in Fairless Hills,
Pennsylvania for $4,750,000. The proceeds from this offering will go towards the
down payment of the land once BLLC has assigned the rights to the
Company.
Products
and Bi-products
We hope
to implement the following timeline to start production on the following
products:
|
Product
/ Bi-product
|
Production
Timeline
|
|||
| 1 |
Algae
Oil
|
April
2010
|
||
| 2 |
Soy
oil
|
September
2010
|
||
| 3 |
Soy
meal and soy hull
|
September
2010
|
||
| 4 |
Glycerin
|
September
2010
|
||
| 5 |
Biodiesel
(from algae oil)
|
May
2010
|
||
| 6 |
Biodiesel
(from soy oil)
|
October
2010
|
||
Biodiesel
Biodiesel
is a renewable fuel that can be used as a blending component to petroleum-based
diesel fuel or can replace it completely. Biodiesel can be used in
existing diesel engines without any modifications and can be an alternative for
heating oil as well. Biodiesel is typically blended with petroleum diesel to
create more favorable performance attributes. The environmental
benefits of the blend are roughly proportional to the
biodiesel fraction of the blend. BARD will be producing
100% biodiesel (B100), which will be compliant with the ASTM 6751
standard.
ASTM
D6751 details standards
and specifications for biodiesels blended with middle distillate fuels. This specification standard
specifies various test methods to be used in the determination of certain
properties for biodiesel blends. Some of the tests mentioned include flash
point and kinematic
viscosity. The biodiesel specified shall be
mono-alkyl esters of long chain fatty acids derived from vegetable oils and
animal fats. The product shall undergo chemical analysis for flash point,
methanol, water and sediment, kinematic viscosity, sulfated ash, oxidation
stability, sulfur, copper strip corrosion, cetane number, cloud point, acid
number, carbon residue, total and free glycerin, phosphorus, reduce pressure
distillation temperature, atmospheric equivalent temperature, combined calcium
and magnesium, and combined sodium and magnesium.
This is a
standard set by the standards organization 'ASTM
International'.
ASTM
International is one of the largest voluntary standards development
organizations in the world. It sets technical standards for materials, products,
systems, and services. ASTM International standards have an important role in
the information infrastructure that guides design, manufacturing and trade
internationally. ASTM International, originally known as the American Society
for Testing and Materials (ASTM), was formed over a century ago, when a group of
engineers and scientists got together to address frequent rail breaks in the
burgeoning railroad industry. Their work led to standardization on the steel
used in rail construction, ultimately improving railroad safety for the nation.
As the century progressed and new industrial, governmental and environmental
developments created new standardization requirements, ASTM responded with
consensus standards that have been widely adopted
internationally.
In 2008,
ASTM published new Biodiesel Blend Specifications. Biodiesels
that conform to specifications for its specific grades in this standard can be
run in unmodified diesel engines in the USA
and Canada.
It is
generally comparable to international standard EN
14214.
Algae
Oil
Algae oil
is a by-product of the algae process. The algae oil produced in this
process will be used in the production of biodiesel, but it can also be used in
products. Algae oil and algae cake have medicinal uses as well as
uses in the human and animal food chain.
Medicinal
Uses:
Algae and
spirulina are rich in vitamins A, C, E and the B-complex vitamins, including
vitamins B12 and B6. Since these vitamins are packaged in their natural form,
they are in a highly usable state that makes them far superior to modern vitamin
supplements. (It should be noted that some experts don't consider the vitamin
B12 in spirulina to be bioavailable, while others disagree.) These foods are
rich in natural minerals like calcium, magnesium and iron. They are also an
excellent source of trace minerals that are commonly lacking in today's diet.
Many of these vitamins and minerals exhibit antioxidant properties which aid in
the elimination of toxins and free-radicals, helping the body fight disease and
stay healthy. These elements also fight cancer - in fact, preliminary studies
point to spirulina as a natural anti-cancer agent.
Source-Omega,
a Chapel Hill-based company, announced on October 14, 2009 it has partnered with
Veganlife Stockholm to offer its alternative to fish oil in
Sweden.
The
source of omega-3s in cold water fish is actually algae oil, a clean,
sustainable resource used to make omega-3 DHA, the only omega-3 fatty acid
proven to support a healthy brain, eyes and heart through every stage of
life.
Rather
than fish oil, Pure One™ is made with algae oil, which gives it attractiveness
to those who prefer not to eat fish or fish oils. There is also no fishy taste,
and there are no fishy "burps".
Pure One™
is made using only quality controlled processes and resources that are
earth-friendly and self-contained to ensure that the product is free from
contaminants.
“Pure
One’s omega-3 ratio most closely matches the needs and composition of the human
brain, an important fact for pregnant mothers to know about” said Pernilla
Karlsson, Ph.D. Nutritionist, Toxicologist and Founder of Veganlife in
Stockholm. “Pure One comes from a plant based source (algae), which means you
can trust it more and you feel good about taking something so pure and helpful
to the body and environment,” said Dr. Karlsson. (Courtesy
PRWEB.com)
Dry algae
known, as algae cake is another by-product of the algae process. Like the other
by-products of the process the algae cake can be sold to produce income and
reduce overall operating costs. A high quality dry alga is sold today
for as high as $450.00 per Ton.
Oxygen
The Algae
growth process also generates pure oxygen. The oxygen can be captured
and sold as medical grade to the health care market.
To
reduce business risk BARD will incorporate a 66,000,000 gallon solvent (soy
bean) extraction plant which will produce crude soy oil; soy oil will be go
through easterification process to manufacture 60 million gallon Biodiesel. This
business will have several profitable by-products – soy meal, soy hull and
glycerin.
Soybean
Meal
Soybean
meal is the product remaining after extracting most of the oil from whole
soybeans. The oil may be removed by solvent extraction or by an expeller process
in which the beans are heated and squeezed. The nutrient composition of the oil
extracted soybean meal is 48.
Soybean
meal is high in protein and energy and is one of the most commonly used protein
supplements in North America. It is a palatable feedstuff and may be used as the
major protein supplement in rations for dairy cattle.
Soybean
Hull
Soybean
hulls are a by-product of soybean processing for oil and meal production. Two
areas of considerable potential for using the high-fiber by-product feeds, such
as soybean hulls, corn gluten feed, and wheat midds, are to replace hay during
the winter and to enhance performance of back grounded
calves.
Glycerin
Crude
glycerin is a by-product of the biodiesel process. Like the other by-products of
the process it can be profitable either by lessening cost or producing income.
It can be used as fuel in the process or refined and sold in to the cosmetic and
pharmaceutical market.
The basic
process is described below:
Method of
Distribution
BARD’s
product (Biodiesel) will be completely handled by our off-taker Eco Energy, with
whom we have a 5 years off-take contract. A copy of the contract is attached as
an exhibit to our Registration Statement. Eco-Energy will be off loading
Biodiesel from the plant by rail and tankers every Sunday. The site has access
to 2 main railroads. Eco-Energy has their own rail carts and
tankers.
The
Keystone Industrial Port Complex, formerly known as U.S. Steel's Fairless Works,
is a prime example of a successful brownfield redevelopment project in the
central New Jersey and Philadelphia metropolitan area.
The
2,400-acre complex includes an international deep-water port serviced by Kinder
Morgan, as well as two Class-1 railroads serviced by Norfolk Southern and CSX
Transportation. With unparalleled access to transportation and high-capacity
infrastructure, tenants, such as MG Industries, Bayer, Toll Brothers, Chicago
Steel, Tri-Lite Plastics, ChemCentral, Reber Trucking and Aire Liquide, are
equipped to conduct business on local, national and global
scales.
Raw Material Requirements
and Sources
Our materials requirements
and sources are as follows:
|
a)
|
Soy bean will be
supplied by USA’s largest commodity supplier FC Stone of Iowa. BLLC has a
5 years supply contract with FC Stone. A copy of this agreement is
attached as exhibit. In terms of sourcing of soy bean:
Soybean
(Glycine max) is
grown in nearly every state in the United States and the southern
provinces of Canada. Soybean is a summer annual that is planted in the
spring, grows during the summer, and produces seed and is ready for harvest in the
fall
Soybeans
are estimated at a record 3.250 billion bushels. That compares to the
average projection of 3.291 billion bushels, September’s estimate of 3.245
billion and the 2008 total of 2.967 billion bushels. The average yield is
projected at 42.4 bushels per acre, which would be the third highest in
history, compared to the pre-report estimate of 42.9 bushels per acre,
September’s average of 42.3 and the 2008 average of 39.7 bushels per acre.
2009 planted area was 77.510 million acres and harvested area is seen at
76.619 million acres.
|
.
|
b)
|
Waste
water – we need waste water for our algae cultivation. The waste water
will be used from the local township’s waster water treatment plant which
is located 500 yards from our site location at KIPC, Fairless Hills, PA.
The local township is Fairless Hills, Pennsylvania.
The
Keystone Industrial Port Complex site has an onsite Industrial Waste
collection and treatment system. This system is owned by USS and operated
by Veolia Water North America. Capacity for Industrial Waste water
treatment is 20 million gallons per day. Pre-treatment is required to
utilize this system. In addition, the Keystone Industrail Port Complex has
a Metals Water Treatment facility. This system is owned by USS and
operated by Veolia Water North America. The plant has a capacity for
treatment of up to 5 million gallons of wastewater per day (contaminant
sensitive). It is available to companies located on site on a case-by-case
basis based on treatment
requirements.
|
|
c)
|
Carbon
dioxide – we also need carbon dioxide for our algae cultivation. Carbon
dioxide is readily available in the industrial complex as there are steel
manufacturing plant (Chicago Steel plant) and a 1,200 MW natural gas fired
power plant (Dominion – Fairless Plant). They emit enough carbon dioxide
which will be captured using our capturing device and will be compressed
and be used for our algae
growth.
|
Competition
As the
world searches for viable petroleum replacements, biofuels have attracted
significant interest. At first glance, biofuels in general appear to have very
desirable characteristics. They appear to be renewable, sustainable and
environmentally friendly.
However,
many current biofuel feedstocks do not meet these criteria. Although many oil
crops are renewable, many also happen to be staples of the food supply. Thus,
there is now serious competition for these oils from both the food and fuel
industries. Further
compounding the problem is the fact that yields for typical oil crops are very
low whereas demand for fuel is very high. Using current biofuel feedstocks,
there is not enough available land to satisfy the projected mandated demand.
Furthermore, efforts to create additional crop land have had a very damaging
effect on the environment. For example, in certain countries, tropical
rainforests are being burned so that palm plantations can be
expanded.
Algae oil
has the potential to successfully address these issues. Not surprisingly, there
are many new entrants in the algae oil market, some of whom have started to
build demonstration facilities, sign preliminary agreements with potential
customers and indicate an understanding of the algae-to-oil
process.
Government
Regulation
Environmental
Protection Agency of Pennsylvania requires all Biodiesel or manufacturers (heavy
industries) to comply with Air Quality Permit / Air Pollution Control Act, the
Act of January 8, 1960, P.L. 2119. BLLC has obtained the similar permit on July
31, 2008 which is initially valid till January 31, 2010. We have recently
applied for an extension.. A copy of the permit is attached to the Registration
Statement as an exhibit.
Employees
We are a
development stage company and currently have only our thirteen (13) officers and directors as employees of the
company. They do not currently receive any salary and are
not accruing salaries . It is the thirteen
(13) officers and directors who have provided us our business plan,
financing, and other entrepreneurial talents. For a discussion of officers’
experience, please see “Director, Executive Officers, Promoters and Control
Persons.” Initially the officers will coordinate all of our business operations.
Our officers have provided the working capital to cover our initial expense. We
plan to use consultants, attorneys, accountants, contractors, and technology personnel, as necessary.
Currently, BLLC employs four (4) individuals for administrative tasks other than
the Managers which are also the officers of the Company. We may elect to hire
the four (4) employees of BLLC to provide administrative services for the
Company once the Company is adequately funded. We believe the use of
non-salaried personnel allows us to expend our capital resources as a variable
cost as opposed to a fixed cost of operations. In other words, if we have
insufficient revenues or cash available, we are in a better position to only
utilize those services required to generate revenues as opposed to having
salaried employees. We may hire marketing employees based on the projected size
of the market and the compensation necessary to retain qualified sales
employees. A portion of any employee compensation likely would include the right
to acquire our stock, which would dilute the ownership interest of holders of
existing shares of our common stock.
The
officers, specifically our president, Howard L. Bobb, and our secretary, Surajit
Khanna, are spending the time allocated to our business in handling the general
business affairs of our company such as accounting issues, including review of
materials presented to our auditors, working with our counsel in preparation of
filing our S-1 registration statement, and developing our business plan and
overseeing the biofuel technology development of our business.
All of
our officers and directors intend to devote only 25% to 50% their business time
to our affairs unless we raise all of the money under this offering at which
time key officers such as Surajit Khanna, Howard L. Bobb, Jay Ort, and Sohini
Khanna will dedicate up to 100% of their business time to the business. It is
possible that the demands on our Officers from their other obligations could
increase with the result that they would no longer be able to devote sufficient
time to the management of our business. In addition, the officers may
not possess sufficient time for our business if the demands of managing our
business increased substantially beyond current levels.
We are
not subject to the informational requirements of the Securities Exchange Act of
1934, as amended. Once our registration statement is effective and our
securities are registered under the exchange act, we will file supplementary and
periodic information, documents and reports that are required under section 13
of the Securities Act of 1933, as amended, with the Securities and Exchange
Commission. Such reports, proxy statements and other information will be
available through the Commission’s Electronic Data Gathering Analysis and
Retrieval System which is publicly available through the Commission’s
website (http://www.sec.gov). You may also read and copy any
materials that we file with the Commission at the SEC's Public Reference Room at
100 F Street, NE., Washington, DC 20549, on official business days during the
hours of 10 a.m. to 3 p.m. You may obtain information on the operation of the
Public Reference Room by calling the Commission at
1-800-SEC-0330.
We intend
to furnish annual reports to stockholders, which will include audited financial
statements reported on by our Certified Public Accountants. In addition, we will
issue unaudited quarterly or other interim reports to stockholders, as we deem
appropriate or required by applicable securities regulations.
The
following discussion and analysis should be read in conjunction with our
financial statements and the notes thereto contained elsewhere in this
filing.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
With the
exception of historical matters, the matters discussed herein are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, projections concerning operations and
available cash flow. Our actual results could differ materially from the results
discussed in such forward-looking statements. The following discussion of our
financial condition and results of operations should be read in conjunction with
our financial statements and the related notes thereto appearing elsewhere
herein.
Background
Overview
Bard
Holding Inc. is a development stage company incorporated in the State of
Delaware in 2009. The Company’s plan is to build the first full composite plant
in the northeast region of the United States. The facility will have
a 60M-gallon biodiesel
production plant, 66M-gallon soy solvent extraction
plant and a 66M-gallon
algae cultivation, harvesting and extraction plant. Soybeans
and algae will be used with an established multi feedstock technology. We believe that we can be fully
operation with adequate reserves and expansion possibilities with a raise of
$10,000,000 from our direct public offering. However, we also believe we will be
able to successfully scale our operations with as little as $1,000,000 from our
direct public offering. We will also finance our land purchase and building
construction from a bank loan. Please refer to the section entitled “USE OF
PROCEEDS”
With this
composite plant BARD has a key advantage over stand-alone bio fuel
plants. The soy extraction process has three additional sources of
revenue over and above bio fuel. The additional revenue sources are
soy meal, soy hall pellets and the over production of soy oil. The
algae extraction process has one additional source of revenue over and above the
bio fuel, which is algae cake.
Previously,
the officers and directors operated Bard Holding, LLC (“BLLC”), a Pennsylvania
limited liability company. In congruence with this Offering, the officers and
directors, with the consent of the managers and members of BLLC, have elected to
continue the BLLC’s operations via BH. In November 2009, we issued shares to
officers, directors, consultants, and other individuals in exchange for
services. To date, our only business activity was the formation of our corporate
entity, creation of our business model, and analyzing the viability of our
business, which included identifying the land to build our facility. We believe
that sales revenue and small amounts of equity will be sufficient to support the
limited costs associated with our initial ongoing operations for the next twelve
months. There can be no assurance that the actual expenses incurred will not
materially exceed our estimates or that cash flows from awarded contracts will
be adequate to maintain our business. As a result, our independent auditors have
expressed substantial doubt about our ability to continue as a going concern in
the independent auditors’ report to the financial statements included in the
registration statement.
Results
of Operations
For
the period ended November 30, 2009
There
were no revenues for the fiscal period ended November 30, 2009. Expenses for the
period ended November 30, 2009 were $4,100.
The
company did not pay nor recognize any interest expense for the period ended
November 30, 2009.
Liquidity
and Capital Resources
The
Company has $500 cash. The investigation of prospective financing candidates
involves the expenditure of capital. The Company will likely have to
look to the officers and directors or to third parties for additional
capital. There can be no assurance that the Company will be able to
secure additional financing or that the amount of any additional financing will
be sufficient to conclude its business objectives or to pay ongoing operating
expenses.
In the
past, the officers and directors have provided any cash needed for operations,
including any cash needed for this Offering.
Off-Balance
Sheet Arrangements
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
We
currently maintain an office at 1167 Bridge Street, Philadelphia,
Pennsylvania 19124. We have no monthly rent, nor do we accrue any
expense for monthly rent. The biodiesel production plant and solvent
extraction plant will be located on a 37 acres site at the Keystone Industrial
Port Complex (KIPC), Fairless Hills, PA 19030, a 2,200 acre
industrial/manufacturing zone, which was the former site for US Steel. This is
currently under contract by Biofuel Advance Research
and Development, LLC. (a Pennsylvania LLC of which the Company officers are
managers)The site has direct access to a deep water port managed by Kinder
Morgan, over 75 miles of rail with two Class 1 Railroads (NS and CSX), and
access to three independent power generating stations. The site has been
designated as a KOIZ (Keystone Opportunity Improvement Zone), which provides 14
years of tax exemptions from state, local, and other taxes. The site is also
home to three other alternative energy companies covering wind, and
solar.
All
transactions that are reportable pursuant to Item 404(d)(1) are disclosed in
this section.
The
Company utilizes office space provided at no cost from BLLC, a company managed
by the Officers and Directors. Office services are provided without charge. Such
costs are immaterial to the financial statements and, accordingly, have not been
reflected.
During
November 2009, the following officers and directors of BH received the following
stock distributions in exchange for cash. Shares were sold at par value, or $.01
per share.
|
NAME
& ADDRESS
|
COMMON
STOCK SHARES
|
|
Howard L.
Bobb, President and Director
1167
Bridge Street, Philadelphia, PA 19124
|
3,000,000
|
|
Sohini
Khanna, Treasurer and Director
4878
Lindsey Lane, Richmond Heights, OH 44143
|
3,000,000
|
|
Surajit
Khanna, Secretary and Chairman
1959
Saxon Drive, Feasterville, PA19053
|
4,650,000
|
|
Richard C
Edwards, VP
12
Courtney Dr., Fairport, NY 144450
|
600,000
|
|
Avery
Hong, VP
38432
Terrell Drive, North Ridgeville, OH 44039
|
2,250,000
|
|
Dan
Mahar, VP
6009
Dwight Rowland Rd, Fuguay Varina, NC 27526
|
600,000
|
|
Stephen
Laskero, VP
1835 A
South Centre City Pkwy Number 304 Escondido, CA 92025
|
450,000
|
|
Sharon
Miller, VP
417
Meadow Lane, Batesville, IN 47006
|
450,000
|
28
The
following preferred shares were issued in November 2009 to officers and
directors in exchange for cash at a par value of .01 per
share.
|
NAME
& ADDRESS
|
PREFERRED
SHARES
|
|
Howard L.
Bobb
1167
Bridge Street, Philadelphia, PA 19124
|
2,000,000
|
|
Surajit
Khanna
1959
Saxon Drive, Feasterville, PA19053
|
2,000,000
|
|
Richard C
Edwards
12
Courtney Dr., Fairport, NY 144450
|
2,000,000
|
|
Bijayenee
Pattnaik
2500
Anina Lane, Bensalem, PA 19020
|
2,000,000
|
|
Avery
Hong
38432
Terrell Drive, North Ridgeville, OH 44039
|
2,000,000
|
|
Michell
McCurdy
6944
Jackson Street, Philadelphia, PA 19135
|
1,000,000
|
|
Dan
Mahar
6009
Dwight Rowland Rd, Fuguay Varina, NC 27526
|
2,000,000
|
|
Stephen
Laskero
1835 A
South Centre City Pkwy Number 304 Escondido, CA 92025
|
1,000,000
|
|
Sharon
Miller
417
Meadow Lane, Batesville, IN 47006
|
1,000,000
|
The Company has not received all the payments for the
subscriptions listed above. As such, the Company has recorded accounts
receivable of $282,930 including the receivables for the abovementioned
distributed stock. For their services rendered, Officer and Directors were
offered the opportunity to purchase shares at par value prior to filing this
Registration Statement. The Officers and Directors committed to purchasing the
abovementioned shares via a subscription agreement. All current
shareholders acquired their shares with the intent to hold the shares for
investment purposes, and not with a view to further resale or distribution,
except as permitted under exemptions from registration requirements under
applicable securities laws. That means that they may not sell such securities
unless they are either registered with the SEC and comparable agencies in the states or other
jurisdictions where the purchasers reside, or are exempted from registration.
The most widely used exemption from registration requirements is provided by sec
Rule 144, which requires a six month holding period prior to resale, and limits
the quantities of securities that can be sold during any 90 day
periods.
Once
issued, the certificate will be issued with a restrictive legend required with
respect to issuance of securities pursuant to exemptions from registration
requirements under the Securities Act and the recipient acknowledged his
understanding that the shares are restricted from resale unless they were either
registered under the Securities Act and comparable state laws, or the
transaction was effected in compliance with available exemptions from such
registration requirements.
It is
contemplated that we may enter into certain transactions with our officers,
directors, or affiliates which may involve conflicts of interest in that they
will not be arms’ length transactions. All future transactions between us
and our officers, directors or 5% shareholders, and their respective affiliates,
will be on terms no less favorable than could be obtained from unaffiliated
third parties and will be approved by a majority of any independent,
disinterested directors.
The
biodiesel production plant and solvent extraction plant will be located on a 37
acres site at the Keystone Industrial Port Complex (KIPC), Fairless Hills, PA
19030, a 2,200 acre industrial/manufacturing zone, which was the former site for
US Steel. This is currently under contract by Biofuel Advance Research
and Development, LLC. (a Pennsylvania LLC of which the Company officers are
managers). The site has direct access to a deep water port managed by Kinder
Morgan, over 75 miles of rail with two Class 1 Railroads (NS and CSX), and
access to three independent power generating stations. The site has been
designated as a KOIZ (Keystone Opportunity Improvement Zone), which provides 14
years of tax exemptions from state, local, and other taxes. The site is also
home to three other alternative energy companies covering wind, and
solar.
There are
currently no related party transactions between officers and directors other
than those disclosed herein. Further, the Company has not had any preliminary
contact or discussions with officer affiliates and there are no present plans,
proposals, arrangements or understandings with these companies to enter into any
future transactions.
As of
January 8, 2009, we had 30 common stockholders.
Market
Information
There is
no established public trading market for our securities and a regular trading
market may not develop, or if developed, may not be sustained. A
shareholder in all likelihood, therefore, will not be able to resell his or her
securities should he or she desire to do so when eligible for public
resale. Furthermore, it is unlikely that a lending institution will
accept our securities as pledged collateral for loans unless a regular trading
market develops. We have no plans, proposals, arrangements, or
understandings with any person with regard to the development of a trading
market in any of our securities.
Equity Compensation
Plans
We currently do not have any
equity compensation plans in place.
Options, Warrants,
Convertible Securities
There are
no options, warrants or convertible securities outstanding.
Penny Stock
Considerations
Our
shares will be "penny stocks" as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00. Our shares thus will be subject to rules that impose
sales practice and disclosure requirements on broker-dealers who engage in
certain transactions involving a penny stock.
Under the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer must make a special suitability determination
regarding the purchaser and must receive the purchaser's written consent to the
transaction prior to the sale, unless the broker-dealer is otherwise
exempt. In addition, under the penny stock regulations the broker-dealer
is required to:
|
·
|
Deliver,
prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commission relating to the penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
|
|
|
·
|
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the
securities;
|
|
|
·
|
Send
monthly statements disclosing recent price information pertaining to the
penny stock held in a customer's account, the account's value and
information regarding the limited market in penny stocks;
and
|
|
|
·
|
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement
to the transaction, prior to conducting any penny stock transaction in the
customer's account.
|
Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our common stock, which may affect the ability of selling
shareholders or other holders to sell their shares in the secondary market and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be
decreased, with a corresponding decrease in the price of our
securities. Our shares in all probability will be subject to such
penny stock rules and our shareholders will, in all likelihood, find it
difficult to sell their securities.
OTC Bulletin Board
Qualification for Quotation
To have
our shares of common stock on the OTC Bulletin Board, a market maker must file
an application on our behalf in order to make a market for our common
stock. We have engaged in preliminary discussions with a FINRA Market
Maker to file our application on Form 211 with FINRA, but as of the date of this
prospectus, no filing has been made. Based upon our counsel’s prior
experience, we anticipate that after this registration statement is declared
effective, it will take approximately 2 – 8 weeks for FINRA to issue a trading
symbol.
Sales of our common stock
under Rule 144.
There are
3,000,000 shares of our common stock held by non- affiliates and
15,000,000 shares held by affiliates Rule 144 of the Securities Act of 1933
defines as restricted securities. None of our common stock held by
non-affiliates are currently eligible for resale or are being registered in this
offering. In general, persons holding restricted securities, including
affiliates, must hold their shares for a period of at least six months, may not
sell more than one percent of the total issued and outstanding shares in any
90-day period, and must resell the shares in an unsolicited brokerage
transaction at the market price.
The
payment of dividends is subject to the discretion of our Board of Directors and
will depend, among other things, upon our earnings, our capital requirements,
our financial condition, and other relevant factors. We have not paid or
declared any dividends upon our common stock since our inception and, by reason
of our present financial status and our contemplated financial requirements, do
not anticipate paying any dividends upon our common stock in the foreseeable
future.
We have
never declared or paid any cash dividends. We currently do not intend to pay
cash dividends in the foreseeable future on the shares of common stock. We
intend to reinvest any earnings in the development and expansion of our
business. Any cash dividends in the future to common stockholders will be
payable when, as and if declared by our Board of Directors, based upon the
Board’s assessment of:
|
•
|
our
financial condition;
|
|
|
•
|
earnings;
|
|
|
•
|
need
for funds;
|
|
|
•
|
capital
requirements;
|
|
|
•
|
prior
claims of preferred stock to the extent issued and outstanding;
and
|
|
|
•
|
other
factors, including any applicable
laws.
|
Therefore,
there can be no assurance that any dividends on the common stock will ever be
paid.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive
Officers and Directors
The
following table and subsequent discussion contains the complete and accurate
information concerning our directors and executive officers, their ages, term
served and all of our officers and their positions, who will serve in the same
capacity with us upon completion of the offering.
31
|
Name
|
Age
|
Term
Served
|
Title /
Position(s)
|
|||
|
Howard
L. Bobb
|
70
|
Since
Inception
|
President
& Director
|
|||
|
Surajit
Khanna, PhD
|
42
|
Since
Inception
|
Secretary
& Chairman
|
|
Sohini
Khanna
|
37
|
Since
Inception
|
Sr.
VP, Treasurer,& Director
|
|||
|
Steve
Miller
|
44
|
Since
Inception
|
VP
HR & Controller
|
|||
|
Avery
Hong, JD
|
39
|
Since
Inception
|
VP
Investor Relations
|
|||
|
Stephen
Laskro, Esq.
|
54
|
Since
Inception
|
VP
General Counsel
|
|||
|
Sharon
Miller
|
39
|
Since
Inception
|
VP
Strategic Planning
|
|||
|
Larry
Didonato
|
50
|
Since
Inception
|
VP
and Gen Tax Counsel
|
|||
|
Syam
Nutulapati, MBA
|
42
|
Since
Inception
|
VP
Information Technology
|
|||
|
Michelle
McCurdy, Esq
|
44
|
Since
Inception
|
VP
Safety, Security, Health, Environment & Director
|
|||
|
Indu
D. Das, PhD
|
55
|
Since
Inception
|
VP
Technology
|
|||
|
Sar
Olivier
|
37
|
Since
Inception
|
VP
Environmental Policy and Planning
|
|||
| Jay Ort | 75 | Since Inception | VP Algae Development |
There are
no other persons nominated or chosen to become directors or executive officers
nor do we have any employees other than above. We do not
have any formal arrangements with any of our officers or directors. We do not
intend to enter into any type of arrangements until we begin to receive
funding.
Surajit Khanna, JD, PhD is the
Chairman of the board. He provides the management experience to oversee both the
construction project and the management team. He has more than
15 years of experience in dealing with International business and global
teams. He has both participated and managed construction projects
across the globe including four bio diesel construction projects over the past
three years and participated in the $1.8b Festival City construction in
Dubai. He has Bachelors in Science and Architecture; Masters in
Business Administration; Juries Doctorate; and a Doctorate in Philosophy. Mr.
Khanna is married to Sohini Khanna, our Treasurer and Board
Member.
HOWARD L. BOBB, Esq is the
President of BARD HOLDING, INC. He enjoyed a successful career in the
Philadelphia Police Department, where he was both a supervisor and
administrator, rising to the rank of Staff Inspector, retired and opened a law
office. Howard is admitted to practice in both Pennsylvania and New Jersey.
During his 25+ year law career has vast experience in contractual law, real
estate law and dealing with business related matters. Over the last two
and one half years he has devoted much of his business acumen to the
establishment of the BARD name and business plan. He has a Business degree, a
Masters degree in Public Administration and a Law
degree.
MICHELLE McCURDY, Esq is Vice
President-Safety, Security, Health and Environment of BARD HOLDING, INC. She had
a short career in the Philadelphia Police Department, cut short by an injury.
She is licensed to practice law in both Pennsylvania and New Jersey and has been
practicing in both states for 14+ years. She has worked extensively in
business related matters and has been an asset to the growth of the BARD name
and business development. She has both a Bachelors in Criminal
Justice and a Law Degree.
Sohini Khanna has over 12
years of experience in Quality & validation technology, Project Life
Cycle Management in various manufacturing industries. Extensive experience in
Designing and maintaining quality systems based on ISO 9000. Her quality
assurance experience goes beyond working at Merck, Bristol-Myers-Squibb and
other large pharmaceuticals and biotechnology companies. She has bachelors in
biology and postgraduate diploma in human resource management. She is also a
member of American Society for Quality. Mrs.
Khanna is married to Surajit Khanna, our Secretary and Chairman of the
Board.
Syam Nutulapati, MBA has over
20 years of experience in software product and application development. He holds
a Masters in Business Administration majoring in IT operations and enterprise
infrastructure. Mr. Nutulapati provides innovative web-based solutions using
open-source technologies for complex integration problems. He has steered the
company's product development strategy on to a path of increased customer
satisfaction and mutual profitability by adopting the SaaS (software as a
service) model for enterprise solutions. He has a penchant for advances in
architecture and methodologies for software integration that leverage economies
of scale in deployment and management. He was working on the Human Care services
software product and has many successful implementations, across international
clientele, in Master Data Management, Customer Relation Management and Call
Center deployments.
Syam
Nutulapati’s product development experience has taken place for last
7 years at PeerPlace Networks LLC, Rochester, NY
PeerPlace
is a leader in Human care services, based on unique web technologies
software development, the application was developed with the entire
care-path from point of entry through full case management from very
own hosting center. PeerPlace has innovative referral capability for inter and
intra-agency collaboration which was not possible before
electronically.
The
modular program-centric architecture and configurable work
flow allows the software to customizable for different
programs/agency simultaneously as commercial off the self product.
The product has
various
county/state and federal reporting needs and has
business intelligence capability integrated for self analysis and
reporting needs.
The
application has been chosen by Virginia, California, New York
State for its access to Human Care Services, and is in use in Idaho
for State ADRC pilot, New Jersey for NJ Ease for AAA’s, Ohio for
Dayton regional AAA, Michigan and Kansas for use in AAAs, and
RHIOs.
Stephen Laskero, JD has over
20 years of accumulated experience in the Financial Service Industry advising
fortune 500 companies and other entities throughout the World regarding mergers,
acquisitions, insurance, finance, and litigation matters. He has extensive
experience in the energy field specializing in emerging renewable energy
technologies. He is licensed to practice law in the state of California and the
United States District Court for the Southern District of
California.
Steve Miller currently owns a
consultant company where he assists companies in the finance and human resource
area. He has over 10 years management experience working in corporate
finance at a fortune 500 company. He has additional experience in human
resource, information technology, customer service and project management.
Avery Hong, JD has extensive
finance experience having managed individual investment portfolios for over 7
years. His equity research focused on the life sciences industry, particularly
biotechnology and medical devices. He also serves as an advisor to Odyssey
Holdings, LP, and a multi-strategy hedge fund. He has a Juris
Doctorate.
Saranam Shar Olivier has been in the
renewable energy and sustainable growth industry for over ten years in top
management positions, and has over 15 years of experience in logistics and
marketing. She has extensive experience in environmental consulting
and management and also has proven experience with international business and
manufacturing. She is a LEEDä accredited
professional through the USGBC and holds a certificate in diesel technology for
renewables. She is also a member of ASES, and NCSEA.
Indu B Das, PhD an Engineering
Graduate from IIT,
Kharagpur, worked for Mahindra Group of Industries, Bombay developing Solar
Panels. He has fourteen years of expertise in Chemical,
Electro-chemical and Metal vapor deposition industries for Industrial Customers
like Hercules, Boeing, Siemens, Cessna, UK and Thomson-CSS. Professor
Das has been teaching Engineering Courses for the past 11 years. He
is also an Engineering Consultant to several Chemical and Metallurgical
Industries in USA.
Sharon Miller
is currently the owner of a financial consulting company that
specializes in alternative energy projects. She has over 15 years
experience working for major lending and financing institutions
in management positions. She has a background in both domestic and
international finance and project development.
Jay Ort, Received BS in
Geology from University of Idaho in 1962. Industrial Hygienist at The Martin
Co., Wichita, KS (1962-1964) Technical Advisor for The Zia Co. at NASA's White
Sands Test Facility for the Apollo Project (1964-1966), beginning of the Mars
Mission Discussion. He founded Biosustems, Inc. (Roswell, NM 1966-1970), to
begin Algae research for the purpose of recycling and producing Air, Water,
Food and Energy; to generate an income through wastewater consulting work
throughout the State of NM. In 1970 Biosustems merged with ERA (Ecological
Research Associates), Inc. which concentrated on the Wastewater Reclamation
Algae Production (W.R.A.P.) This system used algae to treat sewage. In 1974 he
started designing and developing Methane from Livestock Waste and in 1977 he was
granted a patent for his technology. He worked for Pennsylvania DEP
as a professionally licensed hydro-geologist and retired in 1997. Since
retirement he has continued his study of algae.
Board
of Directors
The Board
of Directors currently consists of four (4) members, none of whom are
independent.
Surajit Khanna, JD, PhD is the
Chairman of the board. He provides the management experience to oversee both the
construction project and the management team. He has more than
15 years of experience in dealing with International business and global
teams. He has both participated and managed construction projects
across the globe including four bio diesel construction projects over the past
three years and participated in the $1.8b Festival City construction in
Dubai. He has Bachelors in Science and Architecture; Masters in
Business Administration; Juries Doctorate; and a Doctorate in Philosophy. Mr.
Khanna is married to Sohini Khanna, our Treasurer and Board
Member.
Sohini Khanna has over 12
years of experience in Quality & validation technology, Project Life
Cycle Management in various manufacturing industries. Extensive experience in
Designing and maintaining quality systems based on ISO 9000. Her quality
assurance experience goes beyond working at Merck, Bristol-Myers-Squibb and
other large pharmaceuticals and biotechnology companies. She has bachelors in
biology and postgraduate diploma in human resource management. She is also a
member of American Society for Quality. Mrs. Khanna is married to Surajit
Khanna, our Secretary and Chairman of the Board.
HOWARD L. BOBB, Esq is the
President of BARD HOLDING, INC. He enjoyed a successful career in the
Philadelphia Police Department, where he was both a supervisor and
administrator, rising to the rank of Staff Inspector, retired and opened a law
office. Howard is admitted to practice in both Pennsylvania and New Jersey.
During his 25+ year law career has vast experience in contractual law, real
estate law and dealing with business related matters. Over the last two
and one half years he has devoted much of his business acumen to the
establishment of the BARD name and business plan. He has a Business degree, a
Masters degree in Public Administration and a Law
degree.
MICHELLE McCURDY, Esq is Vice
President-Safety, Security, Health and Environment of BARD HOLDING, INC. She had
a short career in the Philadelphia Police Department, cut short by an injury.
She is licensed to practice law in both Pennsylvania and New Jersey and has been
practicing in both states for 14+ years. She has worked extensively in
business related matters and has been an asset to the growth of the BARD name
and business development. She has both a Bachelors in Criminal
Justice and a Law Degree.
Directors’
Compensation
No
Directors have received any compensation for their service. Neither the Board of
Directors nor the shareholders have elected any compensation plan for the
Directors for their service to date.
Corporate
Governance
We
currently have no active non-employee members of the board of
directors.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
officers and directors, and persons who beneficially own more than 10.0% of a
registered class of our equity securities to file with the Securities and
Exchange Commission initial statements of beneficial ownership, reports of
changes in ownership and annual reports concerning their ownership of our common
shares and other equity securities, on Forms 3, 4 and 5 respectively. Since
prior to this offering, we did not have a class of equity securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, we
were not required to file such forms with the Securities and Exchange
Commission. We do not intend to register a class of our securities on a national
securities exchange before this registration statement is effective. Once we
have a class of equity securities registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, we intend on filing all such forms
in a timely manner and if not, to disclose any untimely filings in accordance
with Item 405 Regulation S-K.
Involvement
in Certain Legal Proceedings
To our
knowledge, our directors, executive officers have not been involved in any of
the following events during the past five years and which is material to an
evaluation of the ability or the integrity of our directors or executive
officers:
|
1.
|
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;
|
|
2.
|
any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offences);
|
|
3.
|
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
involvement in any type of business, securities or banking activities;
and
|
|
4.
|
being
found by a court of competent jurisdiction (in a civil action), the SEC 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.
|
Audit Committee Financial
Expert
We do not have an audit committee financial
expert because we believe the cost related to retaining a financial expert at
this time is prohibitive. Further, because we have no substantial
operations, at the present time, we believe the services of a financial expert
are not warranted.
None.
Our
directors will hold office until the next annual meeting of shareholders and the
election and qualification of their successors. Directors receive no
compensation for serving on the board of directors other than reimbursement of
reasonable expenses incurred in attending meetings. Officers are appointed by
the board of directors and serve at the discretion of the board.
No
officer, director, or persons nominated for such positions and no promoters or
significant employee of Bard Holding, Inc. has been involved in legal
proceedings that would be material to an evaluation of officers and
directors.
The
following table sets forth the cash compensation of our officers and directors
from inception (November 16, 2009) to January 8,
2010 .
Summary
Compensation Table
| YTD |
Annual
Compensation
|
Long
Term Compensation
|
||||
|
Name
and Principal Position
|
Salary
|
Bonus
|
Other
Annual
|
Restricted
|
Options
|
|
|
Compensation
|
Stock
|
|||||
|
Surajit
Khanna, PhD — Chairman of the Board and
secretary
|
2009
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
Howard
L. Bobb, Esq — President and CEO, Board
Member
|
2009
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
Sohini
Khanna — Senior Vice President and Treasurer, Board Member
|
2009
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
Steve
Miller — Vice President-Human Resources and
Controller
|
2009
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
Avery
Hong, JD — Vice President-Investor Relations
|
2009
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
Stephen
Laskro, Esq – Vice President – General Legal Counsel
|
2009
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
Sharon
Miller — Vice President-Strategic Planning
|
2009
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
Larry
Didonato — Vice President and General Tax Counsel
|
2009
|
$0
|
$0
|
$0
|
$0
|
$0
|
|
Syam
Nutulapati, MBA — Vice President – Information Technology
|
2009
|
$0 | $0 | $0 | $0 | $0 |
|
Michelle
McCurdy, Esq — Vice President-Safety, Security, Health and
Environment, Board member
|
2009 | $0 | $0 | $0 | $0 | $0 |
| Indu D. Das, PhD — Vice President- Technology |
2009
|
$0 | $0 | $0 | $0 | $0 |
|
Sar
Olivier — Vice President-Environmental Policy &
Planning
|
2009 | $0 | $0 | $0 | $0 | $0 |
|
Jay
Ort – Vice President – Algae Development
|
2009 | $0 | $0 | $0 | $0 | $0 |
The
officers and directors have not received any monetary compensation or salary
since the inception of the Company. The officers and directors have agreed to
not receive any compensation or enter into any employment agreements until the
Company begins operations.
Directors’
Compensation
Directors
are not entitled to receive compensation for services rendered to Bard Holdings,
or for each meeting attended except for reimbursement of out-of-pocket expenses.
There are no formal or informal arrangements or agreements to compensate
directors for services provided as a director.
Stock
Option Grants
Bard
Holdings did not grant any stock options to the executive officer during the
most recent fiscal period ended November 30, 2009. Bard Holdings has also not
granted any stock options to the Executive Officers since
incorporation.
Employment
Agreements
There are
no current employment agreements or current intentions to enter into any
employment agreements.
Future
Compensation
The
Officers have agreed to provide services to us without compensation until such
time as we have earnings from our revenue.
Board
Committees
We do not
currently have any committees of the Board of Directors, as our Board consists
of four members. Additionally, due
to the nature of our intended business, the Board of Directors does not foresee
a need for any committees in the foreseeable future.
Indemnification
Under our
Articles of Incorporation and Bylaws, we may indemnify an officer or director
who is made a party to any proceeding, including a lawsuit, because of his
position, if they acted in good faith and in a manner he reasonably believed to
be in our best interest. We may advance expenses incurred in defending a
proceeding. To the extent that the officer or director is successful on the
merits in a proceeding as to which he is to be indemnified, we must
indemnify him against all expenses incurred, including attorney’s fees. With
respect to a derivative action, indemnity may be made only for expenses actually
and reasonably incurred in defending the proceeding, and if the officer or
director is judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Delaware.
Regarding
indemnification for liabilities arising under the Securities Act which may be
permitted to directors or officers under Delaware law, we are informed that, in
the opinion of the Securities and Exchange Commission, indemnification is
against public policy, as expressed in the Securities Act and is, therefore,
unenforceable.
Transfer
Agent
The transfer agent for the common stock will be Globex
Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL
32725
SHARES
ELIGIBLE FOR FUTURE SALE
Prior to
this offering, there has been no public market for our common stock. Future
sales of substantial amounts of common stock in the public market could
adversely affect market prices prevailing from time to time. Furthermore, since
only a limited number of shares will be available for sale shortly after this
offering because of certain restrictions on resale, sales of substantial amounts
of our common stock in the public market after the restrictions lapse could
adversely affect the prevailing market price and our ability to raise equity
capital in the future. Our counsel has provided an opinion that the shares
registered in this registration statement will be validly issued, fully paid,
and non-assessable. This opinion is herewith filed as an exhibit to this
registration statement as EXHIBIT 5.1.
Upon
completion of this offering, we will have outstanding an aggregate of 25,003,000 shares of common stock. Of these shares,
10,000,000 will be freely tradable without restriction or further registration
under the Securities Act, unless such shares are purchased by individuals who
become “affiliates” as that term is defined in Rule 144 under the Securities
Act, as the result of the securities they acquire in this offering which provide
them, directly or indirectly, with control or the capacity to control us. Only
the shares being offered under this registration statement will be tradable
without further restriction. However, it should be noted that this is a “best
efforts” offering and there is no guarantee that all 10,000,000 shares will be
sold. Our sole officer and director will not be purchasing shares in this
offering. The remaining 15,000,000 shares of common stock held by our existing
stockholder are “restricted securities” as that term is defined in Rule 144
under the Securities Act. The 15,000,000 of the shares making up the 15,003,000 that were
issued, were issued in November 2009 to our Officers
and Directors. Restricted shares may be sold in the public market only if
registered or if they qualify for an exemption from registration under Rule 144.
As a result of the provisions of Rules 144, additional shares will be available
for sale in the public market as follows:
|
•
|
no
restricted shares will be eligible for immediate sale on the date of this
prospectus; and
|
|
|
•
|
the
remainder of the restricted shares will be eligible for sale from time to
time thereafter upon expiration of their respective holding periods,
subject to restrictions on such sales by affiliates and as restricted by a
lock-up agreement.
All
current shareholders acquired their shares with the intent to hold the
shares for investment purposes, and not with a view to further resale or
distribution, except as permitted under exemptions from registration
requirements under applicable securities laws. That means that they may
not sell such securities unless they are either registered with the SEC
and comparable agencies in the states or other jurisdictions where the
purchasers reside, or are exempted from registration. The most widely used
exemption from registration requirements is provided by Rule 144, which
requires a six month holding period prior to resale, and limits the
quantities of securities that can be sold during any 90 day
periods.
Once
issued, the certificate will be issued with a restrictive legend required
with respect to issuance of securities pursuant to exemptions from
registration requirements under the Securities Act and the recipient
acknowledged his understanding that the shares are restricted from resale
unless they were either registered under the Securities Act and comparable
state laws, or the transaction was effected in compliance with available
exemptions from such registration
requirements.
|
BARD
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
TABLE
OF CONTENTS
NOVEMBER
30, 2009
| Report of Independent Registered Public Accounting Firm | F-1 | |
| Balance Sheet as of November 30, 2009 | F-2 | |
|
Statement
of Operations for the period from November
16, 2009 (date of inception) to November 30, 2009
|
F-3 | |
| Statement of Stockholders’ Equity as of November 30, 2009 | F-4 | |
|
Statement
of Cash Flows for the period from November
16, 2009 (date of inception) to November 30, 2009
|
F-5 | |
| Notes to the Financial Statements | F-6 - F-9 |
Maddox Ungar Silberstein,
PLLC CPAs and Business
Advisors
Phone
(248) 203-0080
Fax (248)
281-0940
30600
Telegraph Road, Suite 2175
Bingham
Farms, MI 48025-4586
www.maddoxungar.com
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors of
Bard
Holding, Inc.
Newark,
New Jersey
We have
audited the accompanying balance sheet of Bard Holding, Inc. (the “Company”) as
of November 30, 2009 and the related statements of operations, stockholders’
equity, and cash flows for the period from November 16, 2009 (Date of Inception)
through November 30, 2009. These 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 audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our
opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Bard Holding, Inc. as of
November 30, 2009 and the results of its operations and its cash flows for the
period from November 16, 2009 (Date of Inception) through November 30, 2009 in
conformity with accounting principles generally 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 to the
financial statements, the Company has limited working capital, has not yet
received revenue from sales of products or services, and has incurred losses
from operations. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans
with regard to these matters are described in Note 2. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Maddox Ungar
Silberstein, PLLC
Bingham
Farms, Michigan
December
3, 2009
BARD
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
AS
OF NOVEMBER 30, 2009
|
2009
|
||||
|
ASSETS
|
||||
|
Current
assets
|
||||
|
Cash
and cash equivalents
|
$ | 500 | ||
|
Prepaid
expenses
|
12,500 | |||
|
TOTAL
ASSETS
|
$ | 13,000 | ||
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||||
|
LIABILITIES
|
||||
|
Current
Liabilities
|
||||
|
Accrued
expenses
|
$ | 0 | ||
|
Total
Liabilities
|
0 | |||
|
STOCKHOLDERS’
EQUITY
|
||||
|
Common
stock, $.01 par value, 100,000,000 shares
authorized,
15,003,000 shares issued and outstanding
|
150,030 | |||
|
Preferred
stock, $.01 par value, 15,000,000 shares authorized, 15,000,000 shares
issued and outstanding
|
150,000 | |||
|
Additional
paid in capital
|
0 | |||
|
Stock
subscriptions receivable
|
(282,930 | ) | ||
|
Deficit
accumulated during the development stage
|
(4,100 | ) | ||
|
Total
Stockholders’ Equity
|
13,000 | |||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 13,000 | ||
See
accompanying notes to financial statements.
BARD
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF OPERATIONS
FOR
THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO NOVEMBER 30,
2009
|
Period
from November 16, 2009 (Inception) to November 30,
2009
|
||||
|
REVENUES
|
$ | 0 | ||
|
OPERATING
EXPENSES
|
||||
|
Professional
fees
|
4,100 | |||
|
TOTAL
OPERATING EXPENSES
|
4,100 | |||
|
NET
LOSS BEFORE INCOME TAXES
|
(4,100 | ) | ||
|
PROVISION
FOR INCOME TAXES
|
0 | |||
|
NET
LOSS
|
$ | (4,100 | ) | |
|
NET
LOSS PER SHARE: BASIC AND DILUTED
|
$ | (0.00 | ) | |
|
WEIGHTED
AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
|
15,003,000 | |||
BARD
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ EQUITY
AS
OF NOVEMBER 30, 2009
|
Common
stock
|
Preferred
stock
|
Additional
paid-in
|
Stock
subscriptions
|
Deficit
accumulated during the development
|
||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
receivable
|
stage
|
Total
|
|||||||||||||||||||||||||
|
Issuance
of common stock
|
15,003,000 | $ | 150,030 | - | $ | - | $ | - | $ | (132,930 | ) | $ | - | $ | 17,100 | |||||||||||||||||
|
Issuance
of preferred stock
|
- | - | 15,000,000 | 150,000 | - | (150,000 | ) | - | 0 | |||||||||||||||||||||||
|
Net
loss for the period ended November 30, 2009
|
- | - | - | - | - | - | (4,100 | ) | (4,100 | ) | ||||||||||||||||||||||
|
Balance,
November 30, 2009
|
15,003,000 | $ | 150,030 | 15,000,000 | $ | 150,000 | $ | - | $ | (282,930 | ) | $ | (4,100 | ) | $ | 13,000 | ||||||||||||||||
See
accompanying notes to financial statements.
BARD
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CASH FLOWS
FOR
THE PERIOD FROM NOVEMBER 16, 2009 (INCEPTION) TO NOVEMBER 30,
2009
|
Period
from November 16, 2009 (Inception) to November 30,
2009
|
||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||
|
Net
loss for the period
|
$ | (4,100 | ) | |
|
Changes
in assets and liabilities:
|
||||
|
(Increase)
in prepaid expenses
|
(12,500 | ) | ||
|
Increase
in accrued expenses
|
0 | |||
|
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(16,600 | ) | ||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
|
Proceeds
from sale of common stock
|
17,100 | |||
|
CASH
FLOWS PROVIDED BY FINANCING ACTIVITIES
|
17,100 | |||
|
NET
INCREASE IN CASH
|
500 | |||
|
Cash,
beginning of period
|
0 | |||
|
Cash,
end of period
|
$ | 500 | ||
|
SUPPLEMENTAL
CASH FLOW INFORMATION:
|
||||
|
Interest
paid
|
$ | 0 | ||
|
Income
taxes paid
|
$ | 0 | ||
|
SUPPLEMENTAL
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES :
|
||||
|
Common
stock issued for stock subscription receivable
|
$ | 132,930 | ||
|
Preferred
stock issued for stock subscription receivable
|
$ | 150,000 | ||
See
accompanying notes to financial statements.
BARD
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2009
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of
Business
Bard
Holding, Inc. (the Company) was incorporated in the State of Delaware on
November 16, 2009. The Company will be engaged in the principal business
activity of developing, producing and distributing biofuels. The Company
has not realized significant revenues to date and therefore is classified as a
development stage company.
Use of
Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the balance sheet. Actual results could
differ from those estimates.
Basic Loss Per
Share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Comprehensive
Income
The
Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When
applicable, the Company would disclose this information on its Statement of
Stockholders’ Equity. Comprehensive income comprises equity except
those resulting from investments by owners and distributions to owners. The
Company has not had any significant transactions that are required to be
reported in other comprehensive income.
Income
Tax
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 carry-forwards. 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 carry-forward has been recognized, as it is not deemed likely to be
realized.
Cash and Cash
Equivalents
The
Company considers all highly liquid investments with the original maturities of
three months or less to be cash equivalents.
Accounting
Basis
The basis
is accounting principles generally accepted in the United States of
America. The Company has adopted a November 30 fiscal year
end.
BARD
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2009
NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-based
compensation.
For the
period ended November 30, 2009, the Company has not issued any share-based
payments to its employees or management.
Recent Accounting
Pronouncements
In May
2009, the FASB issued FAS 165, “Subsequent Events”. This
pronouncement establishes standards for accounting for and disclosing subsequent
events (events which occur after the balance sheet date but before financial
statements are issued or are available to be issued). FAS 165 requires and
entity to disclose the date subsequent events were evaluated and whether that
evaluation took place on the date financial statements were issued or were
available to be issued. It is effective for interim and annual periods ending
after June 15, 2009. The adoption of FAS 165 did not have a material impact on
the Company’s financial condition or results of operation.
In June
2009, the FASB issued FAS 166, “Accounting for Transfers of Financial Assets” an
amendment of FAS 140. FAS 140 is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
reporting entity provides in its financial statements about a transfer of
financial assets: the effects of a transfer on its financial position, financial
performance , and cash flows: and a transferor’s continuing involvement, if any,
in transferred financial assets. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 166 to
have an impact on the Company’s results of operations, financial condition or
cash flows.
In June
2009, the FASB issued FAS 167, “Amendments to FASB Interpretation No. 46(R)”.
FAS 167 is intended to (1) address the effects on certain provisions of FASB
Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest
Entities, as a result of the elimination of the qualifying
special-purpose entity concept in FAS 166, and (2) constituent concerns about
the application of certain key provisions of Interpretation 46(R), including
those in which the accounting and disclosures under the Interpretation do not
always provided timely and useful information about an enterprise’s involvement
in a variable interest entity. This statement must be applied as of the
beginning of each reporting entity’s first annual reporting period that begins
after November 15, 2009. The Company does not expect the adoption of FAS 167 to
have an impact on the Company’s results of operations, financial condition or
cash flows.
NOTE
2 – GOING CONCERN
The
accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. However, the Company has no revenues as
of November 30, 2009. The Company currently has limited working
capital, and has not completed its efforts to establish a stabilized source of
revenues sufficient to cover operating costs over an extended period of
time.
BARD
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2009
NOTE
2 – GOING CONCERN (CONTINUED)
Management
anticipates that the Company will be dependent, for the near future, on
additional investment capital to fund operating expenses The Company intends to
position itself so that it may be able to raise additional funds through the
capital markets. In light of management’s efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE
3 – INCOME TAXES
The
provision for Federal income tax consists of the following:
|
November
30, 2009
|
||||
|
Refundable
Federal income tax attributable to:
|
||||
|
Current
Operations
|
$ | 1,394 | ||
|
Less:
valuation allowance
|
(1,394 | ) | ||
|
Net
provision for Federal income taxes
|
$ | - | ||
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
|
November
30, 2009
|
||||
|
Deferred
tax asset attributable to:
|
||||
|
Net
operating loss carryover
|
$ | 1,394 | ||
|
Less:
valuation allowance
|
(1,394 | ) | ||
|
Net
deferred tax asset
|
$ | - | ||
At
November 30, 2009, Bard Holding has an unused net operating loss carryover
approximating $4,100 that is available to offset future taxable income; it
expires beginning in 2029.
NOTE
4 – COMMON STOCK
The
Company has 100,000,000 shares of $0.01 par value common stock
authorized. During the period ended November 30, 2009, 15,003,000
shares of common stock were issued. Total proceeds of $17,100 were
received prior to November 30, 2009 with the remaining $132,930 being recorded
as stock subscription receivable.
As of
November 30, 2009, a total of 15,003,000 shares were issued and
outstanding.
BARD
HOLDING, INC.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
NOVEMBER
30, 2009
NOTE
5 – PREFERRED STOCK
The
Company has 15,000,000 shares of $0.01 par value preferred stock
authorized. During the period ended November 30, 2009, 15,000,000
shares of preferred stock were issued to the founders. The entire
balance of $150,000 has been recorded as stock subscription receivable as of
November 30, 2009.
NOTE
6 – COMMITMENTS
The
Company neither owns nor leases any real or personal property. An officer has
provided office services without charge. There is no obligation for
the officer to continue this arrangement. Such costs are immaterial
to the financial statements and accordingly are not reflected
herein. The officers and directors are involved in other business
activities and most likely will become involved in other business activities in
the future.
NOTE
7 – SUBSEQUENT EVENTS
Management
has evaluated subsequent events through the date on which the financial
statements were submitted to the Securities and Exchange Commission and has
determined it does not have any material subsequent events to
disclose.
January 8,
2010
Bard
Holding Inc.
1167
Bridge Street
Philadelphia,
Pennsylvania 19124
(215)
825-8593
Until _________________, 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.
PART II -
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24.
Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law (“DGCL”) makes provision for the
indemnification of officers and directors of corporations in terms sufficiently
broad to indemnify our officers and directors under certain circumstances from
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.
As
permitted by the DGCL, our restated certificate of incorporation provides that,
to the fullest extent permitted by the DGCL, no director shall be personally
liable to us or to our stockholders for monetary damages for breach of his
fiduciary duty as a director. Delaware law does not permit the elimination of
liability (i) for any breach of the director’s duty of loyalty to us or our
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases or (iv)
for any transaction from which the director derives an improper personal
benefit. The effect of this provision in the restated certificate of
incorporation is to eliminate the rights of this corporation and its
stockholders (through stockholders’ derivative suits on behalf of this
corporation) to recover monetary damages against a director for breach of
fiduciary duty as a director thereof (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.
Our
restated certificate of incorporation provides that we have the power to
indemnify, and our restated by-laws state that we shall indemnify, any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in our right) by
reason of the fact that he is or was a director, officer, employee or agent of
this corporation or is or was serving at our request as a director, officer,
employee or agent of another corporation or enterprise, against expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to our best interests, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
such person’s conduct was unlawful. Our restated by-laws further provide that we
may purchase and maintain insurance on our own behalf and on behalf of any
person who is or was a director, officer, employee, fiduciary or agent of this
corporation or was serving at our request as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him or her and incurred by him
or her in any such capacity, whether or not we would have the power to indemnify
such person against such liability under our restated by-laws.
Item 25.
Other Expenses of Issuance and Distribution*
The
following table sets forth all estimated costs and expenses, other than
underwriting discounts, commissions and expense allowances, payable by the
issuer in connection with the maximum offering for the securities included in
this registration statement:
| Amount | ||||
| SEC registration fee | $ | 551.00 | ||
| Blue Sky fees and expenses | 100.00 | |||
| Legal fees and expenses | 25,000.00 | |||
| Accounting fees and expenses | 5,000.00 | |||
| Total | $ | 30,651.00 | ||
Item 26.
Recent Sales of Unregistered Securities.
The
following sets forth information relating to all previous sales of common stock
by the Registrant which sales were not registered under the Securities Act of
1933.
We were
incorporated in the State of Delaware in November 2009 and
15,000,000 at a value of $.01 per share founder shares were issued to officers
and directors at a par value of $.01;
|
NAME
& ADDRESS
|
COMMON
STOCK SHARES
|
|
Howard L.
Bobb, President and Director
1167
Bridge Street, Philadelphia, PA 19124
|
3,000,000
|
|
Sohini
Khanna, Treasurer and Director
4878
Lindsey Lane, Richmond Heights, OH 44143
|
3,000,000
|
|
Surajit
Khanna, Secretary and Chairman and Director
1959
Saxon Drive, Feasterville, PA19053
|
4,650,000
|
|
Richard C
Edwards, Director
12
Courtney Dr., Fairport, NY 144450
|
600,000
|
|
Avery
Hong, VP
38432
Terrell Drive, North Ridgeville, OH 44039
|
2,250,000
|
|
Dan
Mahar, Director
6009
Dwight Rowland Rd, Fuguay Varina, NC 27526
|
600,000
|
|
Stephen
Laskero, Director
1835 A
South Centre City Pkwy Number 304 Escondido, CA 92025
|
450,000
|
|
Sharon
Miller, Director
417
Meadow Lane, Batesville, IN 47006
|
450,000
|
The
following preferred shares were issued in November 2009 to officers and
directors in exchange for cash at a par value of .01 per share.
|
NAME & ADDRESS
|
PREFERRED
SHARES
|
|
Howard L.
Bobb
1167
Bridge Street, Philadelphia, PA 19124
|
2,000,000
|
|
Surajit
Khanna
1959
Saxon Drive, Feasterville, PA19053
|
2,000,000
|
|
Richard C
Edwards
12
Courtney Dr., Fairport, NY 144450
|
2,000,000
|
|
Bijayenee
Pattnaik
2500
Anina Lane, Bensalem, PA 19020
|
2,000,000
|
|
Avery
Hong
38432
Terrell Drive, North Ridgeville, OH 44039
|
2,000,000
|
|
Michell
McCurdy
6944
Jackson Street, Philadelphia, PA 19135
|
1,000,000
|
|
Dan
Mahar
6009
Dwight Rowland Rd, Fuguay Varina, NC 27526
|
2,000,000
|
|
Stephen
Laskero
1835 A
South Centre City Pkwy Number 304 Escondido, CA 92025
|
1,000,000
|
|
Sharon
Miller
417
Meadow Lane, Batesville, IN 47006
|
1,000,000
|
These
shares were issued in reliance on the exemption under Section 4(2) of the
Securities Act of 1933, as amended (the “Act”). These shares of our
common stock qualified for exemption under Section 4(2) of the Securities Act of
1933 since the issuance shares by us did not involve a public offering. The
offering was not a “public
offering” as defined in Section 4(2) due to the insubstantial number of
persons involved in the deal, size of the offering, manner of the offering and
number of shares offered. We did not undertake an offering in which we sold a
high number of shares to a high number of investors. In addition, the
shareholder had the necessary investment intent as required by Section 4(2)
since she agreed to and received share certificates bearing a legend stating
that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act.
This restriction ensures that these shares would not be immediately
redistributed into the market and therefore not be part of a “public offering.” Based on an
analysis of the above factors, we have met the requirements to qualify for
exemption under Section 4(2) of the Securities Act of 1933 for this
transaction.
|
NAME
& ADDRESS OF SHAREHOLDERS
|
#
SHARES
|
|
Bruce
Jacob
1032
Dimmocks Mill Rd.Hillsborough, NC 27278
|
100
|
|
Jayapataka
Swami
1959
Saxon Drive, Feasterville, PA 19053
|
100
|
|
Neena
Mukkamala
95 Wolf
Creek Blvd, Dover, DE 19901
|
100
|
|
Kristina
Leigh Hicks
3 Rue de
La Fontaine Rouge, Chessy 77700, France
|
100
|
|
Radha
Krishna Mahajan
7002,
Windswept Lane, Norristown, PA 19403
|
100
|
|
Augustus
C Miller
732
Alburger Ave, Philadelphia, PA 19115
|
100
|
|
Robert M.
& Lori A. Falzone
5409
Wixford Lane Mentor, OH 44060
|
100
|
|
Robert C.
Potokar
5612 Reef
Road Mentor on Lake OH 44060
|
100
|
|
Sam
Pack
524
Baldwin Heights Circle Howard OH 43028
|
100
|
|
Dennis J.
Long
1364
Elmwood Crt. Rocky River OH 44116
|
100
|
|
Christopher D.
Zlomek
218
Fowler Lake Rd. Ghent NY 12075
|
100
|
|
Syam
Sundar Vr Nutulapati
1959
Saxon Drive, Feasterville, PA 19053
|
100
|
|
Ed
Strange
1501
Barnswallow Dr. Bensalem Pa 19020
|
100
|
|
Lokanath
Mohapatra
210
Locust Street Philadelphia Pa 19106
|
100
|
|
William
Deadwyler
41 West
Allen Lane, Philadelphia, PA 19119
|
100
|
|
Vishal
Verma
1949
Saxon Drive, Feasterville, PA 19053
|
100
|
|
John
Berg
31492
Anner Road • Carriere, Mississippi 39426
|
100
|
|
William
Kyle
703
Hemlock Hill Lane, West Chester, PA 19380
|
100
|
|
Sar
Oliver
1167
Bridge street, Philadelphia, PA 19124
|
100
|
|
Steve
Paskan
1000
Bacon Rd, Painsville Twp., OH 44077
|
100
|
|
William
Fisher
35915
Hanamar Dr, Avon, OH 44011
|
100
|
|
Andrew
Keough
3481 Main
St., Perry, OH 44081
|
100
|
|
Frank
Liberi, Jr
1073
Keerwood Rd, West Chester, PA 19382
|
100
|
|
Chad
Bryner
18414
Whitehead Rd., LaGrange, OH 44050
|
100
|
|
Andy
McDill
1519 W.
Oakdale Ave., Chicago, IL 60657
|
100
|
|
Walt
McMahon
8825
Bauer Circle, North Ridgeville, OH 44039
|
100
|
|
Reed
Allen
8833
Bauer Circle, North Ridgeville, OH 44039
|
100
|
|
Pat
Cook
37509
Terrell Drive, North Ridgeville, OH 44039
|
100
|
|
Tom
Yablonsky
2089 West
Blvd., Cleveland, OH 44102
|
100
|
|
Sandra
Keller
5516
Edmonds Rd., Bellevue, OH 44811
|
100
|
The
Common Stock issued in our Regulation D Offering was issued in a transaction not
involving a public offering in reliance upon an exemption from registration
provided by Rule 504 of Regulation D of the Securities Act of 1933.
Further:
|
(A)
|
No
general solicitation or advertising was conducted by us in connection with
the offering of any of the Shares.
|
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company”
within the meaning of the federal securities laws.
|
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with the
purchase or sale of any security.
|
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
|
(E)
|
None
of the investors are affiliated with any of our directors, officers or
promoters or any beneficial owner of 10% or more of our
securities.
|
We have
never utilized an underwriter for an offering of our securities. Other than the
securities mentioned above, we have not issued or sold any
securities.
Item 27.
Exhibits Index.
The
listed exhibits are filed with this Registration Statement:
|
SEC REFERENCE NUMBER
|
TITLE OF DOCUMENT
|
LOCATION
|
||
| 1.1 |
Subscription
Agreement
|
Previously
Filed
|
||
| 3.1 |
Certificate of
Incorporation
|
Previously
Filed
|
||
| 3.2 |
Bylaws
|
Previously
Filed
|
||
| 3.3 |
CONSENT OF THE BOARD
OF DIRECTORS TO AMEND THE ARTICLES
|
Filed
Herewith
|
||
| 4.1 |
Stock Certificate
Specimen
|
Previously
Filed
|
||
| 5.1 |
Opinion re legality
and consent of Jillian Sidoti, Esq.
|
Filed
Herewith
|
||
| 10.1 |
Purchase and Sale
Agreement of The Keystone Industrial Port Complex
|
Filed
Herewith
|
||
| 10.2 |
Commonwealth of
Pennsylvania Department of Environmental Protection Air Quality Program
Plan Approval
|
Filed
Herewith
|
||
| 10.3 |
Eco Energy Bio-diesel
Marketing Contract
|
Filed
Herewith
|
||
| 10.4 |
FC Stone Integrated
Risk Management and Grain Origination Agreement
|
Filed
Herewith
|
||
| 10.5 |
BOP EPC Services -
KIPC Biodiesel Site
|
Filed
Herewith
|
||
| 10.6 |
TetraTech Algae Oil
Pilot System Project Milestone Breakdown
|
Filed Herewith | ||
| 23.1 |
Consent of Maddox
Ungar Silberstein, PLLC
|
Filed Herewith |
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable to this filing. Information pertaining to our common stock is contained in our Certificate of Incorporation and By-Laws.
Item 28.
Undertakings.
The
undersigned registrant undertakes:
The
undersigned registrant undertakes:
(1) To file, during any period in
which offer 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 of
1933;
II. To reflect in
the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post -effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth 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
Commission pursuant to if, in the aggregate, the changes in volume
and price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
III. To include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to the
information in the Registration Statement.
(2) That, for the purpose of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That,
for the purpose of determining liability of the registrant 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 purchaser, 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
purchaser and will be considered to offer or sell such securities to such
purchaser:
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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;
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
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
subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a
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.
Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission any supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
to that section.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to our certificate of incorporation or provisions of
Delaware law, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission the indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. If a claim for
indemnification against liabilities (other than the payment by the Registrant)
of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit, or proceeding is
asserted by a director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether the indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of the issue.
6. That, for
the purpose of determining liability of the registrant 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 purchaser, 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
purchaser and will be considered to offer or sell such securities to such
purchaser:
|
i.
|
Any
preliminary prospectus or prospectus of the undersigned registrant
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.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-1 and has duly caused this registration statement to be signed
on our behalf by the undersigned, in the City of Philadelphia, State of
Pennsylvania, on January 8, 2010 .
/s/ Howard L.
Bobb
Howard L.
Bobb
President
and Director
In
accordance with the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
| SIGNATURE | TITLE | DATE | ||
|
|
||||
| /s/ Howard L. Bobb | President and Director | January 8, 2010 | ||
| Howard L. Bobb | (Chief Executive Officer) | |||
|
|
||||
| /s/ Sohini Khanna | Treasurer and Director | January 8, 2010 | ||
| Sohini Khanna | (Chief Financial
Officer,
Controller, Principal Accounting
Officer ) |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
EXHIBITS
TO
REGISTRATION
STATEMENT
ON FORM
S-1
UNDER
THE
SECURITIES ACT OF 1933
BARD
HOLDING Inc.
INDEX
TO EXHIBITS
|
SEC REFERENCE NUMBER
|
TITLE OF DOCUMENT
|
LOCATION
|
||
| 1.1 |
Subscription
Agreement
|
Previously
Filed
|
||
| 3.1 |
Certificate of
Incorporation
|
Previously
Filed
|
||
| 3.2 |
Bylaws
|
Previously
Filed
|
||
| 3.3 |
CONSENT OF THE BOARD
OF DIRECTORS TO AMEND THE ARTICLES
|
Filed
Herewith
|
||
| 4.1 |
Stock Certificate
Specimen
|
Previously
Filed
|
||
| 5.1 |
Opinion re legality
and consent of Jillian Sidoti, Esq.
|
Filed
Herewith
|
||
| 10.1 |
Purchase and Sale
Agreement of The Keystone Industrial Port Complex
|
Filed
Herewith
|
||
| 10.2 |
Commonwealth of
Pennsylvania Department of Environmental Protection Air Quality Program
Plan Approval
|
Filed
Herewith
|
||
| 10.3 |
Eco Energy Bio-diesel
Marketing Contract
|
Filed
Herewith
|
||
| 10.4 |
FC Stone Integrated
Risk Management and Grain Origination Agreement
|
Filed
Herewith
|
||
| 10.5 |
BOP EPC Services -
KIPC Biodiesel Site
|
Filed
Herewith
|
||
| 10.6 |
TetraTech Algae Oil
Pilot System Project Milestone Breakdown
|
Filed Herewith | ||
| 23.1 |
Consent of Maddox
Ungar Silberstein, PLLC
|
Filed Herewith |
58