It happened even faster than we anticipated. On November 9th, we published an article about Bach-Hauser, Inc. (OTCBB:BHAS). (Stock or Schlock, Bach-Hauser, Inc. (OTCBB: BHAS) – A Haus Full Of Consultants). At the time, we pointed out that the Company had filed seven separate Form S-8 Registration Statements with the SEC between September 1st and November 6th this year. Those Forms S-8 had been used to register 36.9 million shares of Bach-Hauser common stock for thirty-nine different consultants, including over 11.6 million shares that had been issued to ten different lawyers.
We noted that Bach-Hauser had been issuing so much stock that it was running out of shares. So, on September 8th, Bach-Hauser amended its Certificate of Incorporation to increase its authorized shares from 50 million to 100 million. In fact, about 76 million shares had been issued by November 6th. This led us to ask, in our first article, “[d]oes that mean S-8s for another 20 million or so shares are on the horizon?”
We didn’t have to wait long. On November 17th, Bach-Hauser filed yet another Form S-8. This time the Company registered 20 million more shares for eight lawyers and two consultants. Here’s how those shares were allocated:
| Name | Number of Shares | Services Provided |
| Daniel G. Chapman | 1.5 million | Legal |
| Sean P. Flanagan | 1.5 million | Legal |
| Herbert M. Jacobi | 1.5 million | Legal |
| Deanne G. Ofsink | 1.5 million | Legal |
| Richard Borrow | 2.425 million | Legal |
| David E. Schild | 2.345 million | Legal |
| Steven Cohen | 1.5 million | Consulting |
| Howard Weinstein | 1.5 million | Consulting |
| Derek R. Freeman | 3.9 million | Legal |
| Louie Sopov | 3 million | Legal |
These shares could be sold as soon as the S-8 was properly filed with the SEC. On November 17th, the day it was filed, Bach-Hauser shares traded at prices ranging from 15.5 cents to 17 cents. That means these S-8 shares were worth as much as $3.4 million.
What services had these consultants and attorneys provided to Bach-Hauser that warranted the issuance of these shares? The Company is silent in that regard. But the Company was certainly familiar with most of the lucky recipients. Eight of them had already registered shares on the earlier S-8’s. How many shares? Let’s take a look.
A total of 28.6 million shares have been registered by Bach-Hauser for attorneys since September 1st (including those registered on November 17th). That includes Daniel Chapman (2.8 million shares); Sean Flanagan (2.8 million shares); Herbert Jacobi (3.75 million shares); Richard Borrow (7.575 million shares); Lois Sopov (4 million shares); Deanne Ofsink (2 million shares); Derek R. Freeman (3.9 million shares); and David E. Schild (2.345 million shares)..
The two consultants whose shares were registered on the November 17th S-8 had also received S-8 stock from Bach-Hauser before. The September 15th S-8 registered 1.5 million and 1 million shares for Steven Cohen and Howard Weinstein, respectively. According to that September S-8, the two men had received those shares for “Public Relations and Corporate development projects aimed at educating the public regarding the Company’s attributes. Sourcing new markets for existing products and services & future business possibilities.” The Company indicated that the latest 3 million shares awarded to Messrs. Cohen and Weinstein represented more compensation for these same services.
These numbers seem staggering, particularly when you consider the fact that Bach-Hauser has essentially no business. The November 17th S-8 came only two days after the Company filed its most recent Form 10-Q, for the quarter ended September 30, 2000. That report showed that Bach-Hauser had $4,500 in assets (the same as the previous quarter) and zero revenues (also the same as the previous quarter).
So what business justifies all of these consultants and lawyers, not to mention the registration of 56.9 million shares since September 1st? The 10-Q says that it is looking for an appropriate merger or acquisition candidate, but that the search is “in the conceptual stage only.”
After registering 56.9 million shares in less than three months it would appear that Bach-Hauser is nearing the end of the line. After all, it has used up almost all of those 100 million shares that the Certificate of Incorporation now authorizes it to issue. Right? Not so fast. The latest 10-Q says that the Company has now “corrected” that Certificate of Incorporation so that it is now authorized to issue 250 million shares. That means another 150 million shares are waiting to be issued. So we ask again. Should we expect to see another S-8 soon?
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