0001694586-17-000001.txt : 20170125 0001694586-17-000001.hdr.sgml : 20170125 20170124203142 ACCESSION NUMBER: 0001694586-17-000001 CONFORMED SUBMISSION TYPE: 1-A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20170125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Lu Thuan Van CENTRAL INDEX KEY: 0001694586 FILING VALUES: FORM TYPE: 1-A SEC ACT: 1933 Act SEC FILE NUMBER: 024-10668 FILM NUMBER: 17544897 MAIL ADDRESS: STREET 1: 2906 E CALEY AVENUE CITY: CENTENNIAL STATE: CO ZIP: 80121 1-A 1 primary_doc.xml 1-A LIVE 0001694586 XXXXXXXX false false Lu Thuan Van CO 2017 0001694586 2100 81-5084999 0 1 2906 E Caley Avenue Centennial CO 80121 7203642476 Thuan Lu Other 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 n/a None 0 n/a n/a None 0 n/a n/a None 0 n/a n/a true true false Tier1 Unaudited Equity (common or preferred stock) N N N Y N N 500000 0 10.00 5000000.00 0.00 0.00 0.00 5000000.00 None 0.00 true false CO true PART II AND III 2 subscription123.txt SUBSCRIPTION SUBSCRIPTION AGREEMENT Name of Investor Thuan Lu, Chief Executive Officer Bio Fil Inc. 720-364-2476 2906 E Caley Ave Centennial, CO 80121 Re: Bio Fil Inc 500,000 Shares of Common Stock (the ?Shares?) Gentlemen: 1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Shares in Bio Fil Inc., a Colorado company (the ?Company?) indicated below, pursuant to the terms of this Subscription Agreement. The purchase price of each Share is Ten Dollars ($10.00) payable in cash in full upon subscription. The undersigned further sets forth statements upon which you may rely to determine the suitability of the undersigned to purchase the Shares. The undersigned understands that the Shares are being offered pursuant to the Offering Circular filed with the Securities and Exchange Commission and its exhibits (the ?Offering Circular?). In connection with this subscription, the undersigned represents and warrants that the personal, business and financial information provided to the Company along with this Subscription Agreement is complete and accurate, and presents a true statement of the undersigned?s financial condition. 2. Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings: (i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested. All questions of the undersigned have been satisfactorily answered prior to making this investment. (ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned?s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned?s investment, and to make an informed decision relating thereto. (iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The undersigned has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The undersigned understands that any projections or other forward- looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Company?s operations. The undersigned understands that the Use of Proceeds made in the Offering Circular are estimates, are not binding, and are subject to the Company?s discretion, and may not reflect the actual use of proceeds by the Company of the funds they receive from this offering and from your investment. (iv) The undersigned understands that the Shares are not being registered under the Securities Act of 1933, as amended (the ?1933 Act?) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned?s representations and warranties, and those of the other purchasers of Shares. (v) The undersigned understands that the Shares are not being registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registrable public offering in such state, since the Shares are ?covered securities? under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned?s representations and warranties and those of other purchasers of Shares. The undersigned covenants not to sell, transfer or otherwise dispose of a Share unless such Share has been registered under the applicable state securities laws, or an exemption from registration is available. (vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned?s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, unless the undersigned is an ?accredited investor,? as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an ?accredited investor.? (vii) The undersigned has no need for any liquidity in his investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Shares and a public market for the Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be available. (viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him of Shares have been made within the state indicated below his signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state. (ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him or her or his or her representatives and advisors with respect to the Shares subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned by the Company, its representatives or assigns, or any other person or entity. (x) The undersigned agrees not to transfer or assign this subscription or any interest therein. (xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription. (xii) If the undersigned is a partnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Shares. This Subscription Agreement and all other documents executed in connection with this subscription for Shares are valid, binding and enforceable agreements of the undersigned. (xiii) The undersigned meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which he or she resides, or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. 3. Issuer-Directed Offering; No Underwriter. The undersigned understands that the offering is being conducted by the Company directly (issuer-directed) and the Company has not engaged a selling agent such as an underwriter or placement agent. 4. Foreign Investors. If the undersigned is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), the undersigned hereby represents that he or she has satisfied himself or herself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The undersigned?s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the the undersigned?s jurisdiction. 5. Valuation. The undersigned acknowledges that the price of the Shares was set arbitrarily by the Company and no warranties are made as to value. The undersigned further acknowledges that future offerings of securities by the Company may be made at lower valuations, with the result that the undersigned?s investment will bear a lower valuation. 6. Indemnification. The undersigned hereby agrees to indemnify and hold harmless the Company and all of its affiliates, attorneys, accountants, employees, officers, directors, broker, dealers, placement agents, Shareholders and other agents from any liability, claims, costs, damages, losses or expenses incurred or sustained by them as a result of the undersigned?s representations and warranties herein. The undersigned hereby further agrees that the provisions of Section 3 of this Subscription Agreement will survive the sale, transfer or any attempted sale or transfer of all or any portion of the Shares. The undersigned hereby grants to the Company the right to setoff against any amounts payable by the Company to the undersigned, for whatever reason, of any and all damages, costs and expenses (including, but not limited to, reasonable attorney?s fees) which are incurred by the Company or any of its affiliates as a result of matters for which the Company is indemnified pursuant to Section 3 of this Subscription Agreement. 7. Taxpayer Identification Number/Backup Withholding Certification. Unless a subscriber indicates to the contrary on the Subscription Agreement, he, she or it will certify that his taxpayer identification number is correct and, if not a corporation, IRA, Keogh, or Qualified Trust (as to which there would be no withholding), he is not subject to backup withholding on interest or dividends. If the subscriber does not provide a taxpayer identification number certified to be correct or does not make the certification that the subscriber is not subject to backup withholding, then the subscriber may be subject to twenty-eight percent (28%) withholding on interest or dividends paid to the holder of the Shares. 8. Governing Law. This Subscription Agreement will be governed by and construed in accordance with the laws of the State of Colorado. The venue for any legal action under this Agreement will be in the proper forum in the County of Arapahoe, State of Colorado. 9. Acknowledgement of Risks Factors. The undersigned has carefully reviewed and thoroughly understands the risks associated with an investment in the Shares as described in the Offering Circular. The undersigned acknowledges that this investment entails significant risks. The undersigned has (have) executed this Subscription Agreement on this _______ day of __________________, 20_____, at ___________________________________________. SUBSCRIBER _____________________________________ . Signature ___________________________________________________ . (Print Name of Subscriber) _____________________________________ .. (Street Address) ____________________________________ . __________________________________________________ . (City, State and Zip Code) _____________________________________ (Social Security or Tax Identification Number) Number of Shares ____________ Dollar Amount of Shares (At $10.00 per Share) __________________________________ . SUBSCRIPTION ACCEPTED: _____________________________________ DATE: _____________________ Bio Fil Inc. By: Thuan Lu Chief Executive Officer EX1A-2B BYLAWS 3 bylaws.txt BYLAWS BYLAWS OF Bio Fil Inc.. (a Colorado corporation) ARTICLE I OFFICES Section 1.1 Registered Office. The registered office of Bio Fil Inc.. (the ?Corporation?) shall be in the City of Centennial, County of Arapahoe, State of Colorado. Section 1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of Colorado, as the Board of Directors may from time to time determine or as the business of the Corporation may require. ARTICLE II MEETINGS OF THE STOCKHOLDERS Section 2.1 Place of Meetings. Meetings of the stockholders of the Corporation shall be held at such time and place, either within or without the State of Colorado, as shall be designated from time to time by the Board of Directors. In the absence of any such designation, a meeting of the stockholders shall be held at the principal executive offices of the Corporation. Section 2.2 Annual Meetings. An annual meeting of the stockholders of the Corporation, for the election of directors and for the transaction of such other business as may properly come before of the meeting, shall be held each year on such date and at such time as shall be designated from time to time by the Board of Directors. The first annual meeting of the stockholders shall be held within thirteen (12) months of the date of the incorporation of the Corporation. Section 2.3 Special Meetings. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, special meetings of the stockholders of the Corporation, for any purpose or purposes, may be called by (i) the Chairman of the Board, if there be one, (ii) the President, or (iii) any officer of the Corporation at the request of a majority of the Board of Directors. A special meeting of the stockholders so called shall be held on such date and at such time as is designated by the Board of Directors. Business transacted at any special meeting of the stockholders shall be limited to the purposes stated in the notice of the special meeting. Section 2.4 Notice of Meetings. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, written notice of each meeting of the stockholders stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the date of such meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to each stockholder at such stockholder?s address as it appears on the stock records of the Corporation or its transfer agent, unless such stockholder shall have filed with the Secretary of the Corporation a written request that notices to such stockholder be mailed to some other address, in which case it shall be directed to such stockholder at such other address. Section 2.5 Quorum. At each meeting of the stockholders, the presence, in person or by proxy, of the holders of not less than a majority of the outstanding shares entitled to vote thereat shall constitute a quorum at such meeting for the transaction of business, except as otherwise required by law, the Certificate of Incorporation or these Bylaws. In the absence of a quorum at any meeting of the stockholders, either the chairman of the meeting or the holders of a majority of the outstanding shares present, in person or by proxy, and entitled to vote thereat may adjourn such meeting from time to time, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Section 2.6 Adjournment. Any meeting of the stockholders, whether or not a quorum is present, may be adjourned from time to time, either by the chairman of the meeting or by the vote of holders of a majority of the outstanding shares present, in person or by proxy, and entitled to vote thereat, to reconvene at the same or some other place. Notice of any properly adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken and the adjournment is for no more than thirty (30) days and a new record date is not fixed for the adjourned meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, then notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At an adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum has been present thereat. Section 2.7 Vote Required. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, (i) at any meeting of the stockholders for the election of directors at which a quorum is present, the candidates receiving the greatest number of votes shall be elected as directors; and (ii) all other matters submitted to the stockholders at any meeting of the stockholders at which a quorum is present shall be decided by the vote of the holders of a majority of the outstanding shares entitled to vote and present, in person or by proxy, at the meeting. Where a separate vote by class or series is required, except as otherwise required by law, the Certificate of Incorporation or these Bylaws, a majority of the outstanding shares of such class or series present, in person or by proxy, at the meeting shall constitute a quorum entitled to take action with respect to that vote on that matter and, except as otherwise required by law, the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (or plurality, in the case of the election of directors) of the votes cast by the holders of shares of such class or classes or series shall be the act of such class or series. Every reference in these Bylaws to a majority or other proportion of shares of stock shall refer to such majority or other proportion of the votes to which such shares are entitled as provided in the Certificate of Incorporation or these Bylaws. Section 2.8 Voting Rights. Except as otherwise required by law, the Certificate of Incorporation or these Bylaws, each stockholder in whose name shares stand on the stock records of the Corporation as of the record date with respect to a meeting of the stockholders shall at such meeting be entitled to one vote for each share held by such stockholder as of such record date. Section 2.9 Proxies. Each stockholder entitled to vote at a meeting of the stockholders, or to express consent to corporate action in writing without a meeting, may authorize another person or persons to act for him by proxy, if the proxy is set forth in writing or by a transmission permitted by law, but no such proxy shall be voted or acted upon after three (3) years from its date, unless such proxy provides for a longer period. Each proxy shall be filed with the Secretary of the Corporation prior to or at the time of the meeting. Section 2.10 List of Stockholders. The Secretary or other officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before each meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept open at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. Section 2.11 Organization of Meetings. (a) At each meeting of the stockholders, unless another officer has been appointed by the Board of Directors, the Chairman of the Board, or, if a Chairman of the Board has not been appointed or is absent, the President, or, in the absence of the President, any Vice President, or in the absence of any Vice President, a chairman chosen by the holders of a majority of the outstanding shares present, in person or by proxy, at the meeting and entitled to vote thereat, shall act as chairman of the meeting. The Secretary, or, in his absence, an Assistant Secretary or, if an Assistant Secretary has not been appointed or is absent, any person appointed by the chairman of the meeting, shall act as secretary of the meeting. (b) The Board of Directors of the Corporation may adopt by resolution such rules and regulations for the conduct of meetings of the stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations and procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, (i) the establishment of an agenda or order of business for the meeting, (ii) rules and procedures for maintaining order at the meeting and the safety of those present, (iii) limitations on attendance at or participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies and such other persons as the chairman of the meeting shall permit in the chairman?s discretion, (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof, (v) limitations on the time allotted to questions or comments by participants, and (vi) the determination of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of the stockholders shall not be required to be held in accordance with, or to follow, any manual or rules of parliamentary procedure. Section 2.12 Action By Written Consent Without a Meeting. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the date of signature by each stockholder who signs the written consent, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all stockholders entitled to vote on such action were present and voted, and shall be delivered to the Corporation within sixty (60) days of the date of the earliest dated written consent. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented thereto in writing. ARTICLE III DIRECTORS Section 3.1 Power and Authority. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which shall have and may exercise all the powers of the Corporation and do all such lawful acts and things, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws. Section 3.2 Number and Qualifications of Directors. Except as otherwise provided in the Certificate of Incorporation, the authorized number of directors of the Corporation which shall constitute the whole Board of Directors shall be fixed or changed from time to time exclusively by resolution adopted by the Board of Directors. Except as otherwise provided in the Certificate of Incorporation or fixed by resolution adopted by the Board of Directors, the authorized number of directors of the Corporation shall be three (3). No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director. Directors need not be stockholders, unless the Certificate of Incorporation otherwise provides. Section 3.3 Election and Term of Directors. The directors, other than the initial directors either named in the Certificate of Incorporation or elected by the incorporators, shall be elected at each annual meeting of the stockholders, except as provided in Section 3.4 hereof, and each director so elected shall hold office until the next annual meeting of the stockholders and until such director?s successor is duly elected and qualified, or until such director?s earlier death, resignation or removal. If, for any reason, the directors shall not have been elected at an annual meeting of the stockholders, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose. Section 3.4 Vacancies and Newly Created Directorships. Vacancies occurring on the Board of Directors, whether resulting from death, resignation, removal, disqualification, failure of the stockholders to elect the whole authorized number of directors, newly created directorships resulting from any increase in the authorized number of directors or any other reason, may be filled by a majority of the directors then in office, even though less than a quorum, or by a sole remaining director, and any director so chosen shall hold office until the next election of directors and until such director?s successor is duly elected and qualified, or until such director?s earlier death, resignation or removal. If at any time there are no directors in office, then an election of directors may be held in the manner provided by Colorado law. Section 3.5 Resignation. Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if there be one, the President or the Secretary of the Corporation at the principal executive offices of the Corporation. Such resignation shall be effective at the time specified therein or, if no such specification is made, immediately upon its receipt by the Corporation. Unless otherwise specified in the notice, acceptance of a resignation shall not be necessary to make it effective. Section 3.6 Removal. Except as otherwise provided by Colorado law or the Certificate of Incorporation, any director or the entire Board of Directors may be removed from office cause and only by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation entitled to vote at an election of directors. Section 3.7 Place of Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Colorado. Section 3.8 Regular Meetings. Unless the Board of Directors shall otherwise determine, a regular meeting of the Board of Directors shall be held immediately following the adjournment of each annual meeting of the stockholders at which directors are elected, and at the same place, and notice of such meeting need not be given (unless the time or place is changed). Additional regular meetings of the Board of Directors may be held at such other times and places as may from time to time be determined by resolution by the Board of Directors, and notice of any such additional regular meetings need not be given. Section 3.9 Special Meetings. Special meetings of the Board of Directors may be called at any time by the Board of Directors, by the Chairman of the Board, if there be one, by the President or by any two (2) or more directors and shall be held at such time and place as shall be stated in the notice of the meeting. Notice of the time and place of any special meeting shall be given orally or in writing to each director, in person or by facsimile, telephone, electronic mail, hand delivery, telecopy or other similar method involving immediate receipt, at least twenty-four (24) hours before the meeting, or by mail, if deposited in the United States mail properly addressed, with postage prepaid, at least seventy-two (72) hours prior to the meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice of such meeting. Section 3.10 Quorum and Voting. Except as otherwise provided by Colorado law or the Certificate of Incorporation, at all meetings of the Board of Directors, the presence of a majority of the directors then in office shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by Colorado law, the Certificate of Incorporation or these Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present. Section 3.11 Meetings by Telephone. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any member of the Board of Directors, or of any committee thereof, may participate in a meeting of the Board of Directors, or of such committee, by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. Section 3.12 Organization. At each meeting of the Board of Directors, the Chairman of the Board, if there be one, or, if a Chairman of the Board has not been elected or is absent, the President, or, if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present at the meeting, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary or another person appointed by the chairman of the meeting, shall act as secretary of the meeting. At each meeting of the Board of Directors, the chairman of the meeting shall establish the order of business of and the procedures at the meeting, subject to the right of the Board of Directors to establish or modify the same. Section 3.13 Action By Written Consent Without a Meeting. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if all members of the Board of Directors or of such committee, as the case may be, consent thereto in a writing or writings, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or of such committee. Section 3.14 Committees. The Board of Directors may, by resolution adopted by the whole Board of Directors, appoint one or more committees, each committee to consist of one or more of the directors of the Corporation as fixed or changed from time to time by the Board of Directors. 7he membership of a committee member shall terminate on the date of such member?s death, resignation or removal from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any or all committee members and the Board of Directors may fill any vacancy on a committee created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee shall, to the extent provided by resolution of the Board of Directors, unless otherwise restricted by law, the Certificate of Incorporation or these Bylaws, have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation, if there be one, to be affixed to all papers which may require it. Each committee shall serve at the pleasure of the Board of Directors, shall act only in intervals between meetings of the Board of Directors, and shall be subject to the control and direction of the Board of Directors. Each committee shall act by a majority of its members at a meeting or by a writing or writings signed by all of its members. Each committee shall keep written minutes of its meetings and proceedings and report the same to the Board of Directors when required. Section 3.15 Compensation. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, the Board of Directors shall have the authority to fix the amount and type of compensation that the Corporation shall pay to directors for their services as directors, if any. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors or any committee thereof and shall receive such compensation for attendance at each meeting of the Board of Directors or any committee thereof and other services as shall be determined by the Board of Directors. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. ARTICLE IV NOTICES Section 4.1 Form of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws, to be given to any director, committee member or stockholder, unless contrary provision is made as to how such notice shall be given, such notice may be given (i) in person, in writing, (ii) by mail, postage prepaid, addressed to such director, committee member or stockholder, at such person?s address as it appears on the books or, in the case of a stockholder, the stock transfer records of the Corporation or its transfer agent, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, (iii) by overnight courier service, and such notice shall be deemed to be given the day following the day it is delivered to such service with all charges prepaid, (iv) by facsimile, telecopy, telegram or other similar means, and such notice shall be deemed to be given at the time it is transmitted with all charges prepaid, or (v) by any other method permitted by law, and such notice shall be deemed to be given when it is received by the director, committee member or stockholder. Section 4.2 Waiver of Notice. Whenever any notice is required to be given to any stockholder, director or committee member under the provisions of law, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to receive such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of notice to such person or persons. Attendance of a director, committee member or stockholder (in person or by proxy) at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in any written waiver of notice, unless otherwise required by law, the Certificate of Incorporation or these Bylaws. ARTICLE V OFFICERS Section 5.1 General. The officers of the Corporation shall be elected or appointed by the Board of Directors and shall include a President, a Secretary and a Treasurer. The Board of Directors, in its discretion, may also elect or appoint a Chairman of the Board (who must be a director), one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers, and such other officers as it shall deem necessary, convenient or desirable. Any number of offices may be held by the same person at the same time, unless prohibited by law, the Certificate of Incorporation or these Bylaws. No officer of the Corporation needs to be a stockholder of the Corporation, and no officer of the Corporation, except for the Chairman of the Board, needs to be a director of the Corporation. Section 5.2 Term. Each officer of the Corporation shall hold office at the pleasure of the Board of Directors, until his successor is duly elected or appointed and qualified, or until his earlier death, resignation or removal. Section 5.3 Removal and Vacancies. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the Board of Directors. Any vacancy occurring in any office of the Corporation, whether caused by death, resignation, removal, expiration of term or any other reason, may be filled by the Board of Directors. Section 5.4 Resignations. Any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if there be one, the President or the Secretary of the Corporation at the principal executive offices of the Corporation. Any such resignation shall be effective when received by the person or persons to whom the notice is properly given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the contractual rights, if any, of the Corporation under any contract with the resigning officer. Section 5.5 Compensation. The salaries and other compensation of the officers of the Corporation, if any, shall be fixed by or in the manner designated by the Board of Directors. Section 5.6 Chairman of the Board. The Chairman of the Board, if there be one, shall preside at all meetings of the stockholders and of the Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board of Directors shall possess the same power as the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the President, the Chairman of the Board shall have all the powers and shall perform all the duties of the President. The Chairman of the Board shall also perform such other duties and have such other powers commonly incident to such office and as may from time to time be assigned to the Chairman of the Board of Directors by these Bylaws or by the Board of Directors. Section 5.7 President. The President shall be the chief executive officer of the Corporation (unless the Board of Directors provides for another person to hold such office separately) and, subject to the control of the Board of Directors, shall have general and active charge, management, control and supervision of the properties, business, affairs, operations, officers, employees and agents of the Corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President shall have general authority to execute and deliver all bonds, deeds, mortgages, leases, contracts and other documents and instruments in the name and on behalf of the Corporation, except where required or permitted by law to be otherwise executed and except where the execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless the Board of Directors otherwise determine, in the absence or disability of the Chairman of the Board of Directors, or if there be none, the President shall preside at all meetings of the stockholders and, if he is a director, of the Board of Directors. The President shall also perform such other duties and have such other powers commonly incident to such office and as may from time to time be assigned to the President by these Bylaws or the Board of Directors. Any of the powers or duties of the President may be assigned by the Board of Directors to a Chief Executive Officer elected or appointed by the Board of Directors. Section 5.8 Vice Presidents. At the request of the President or in the absence of the president or in the event of the president?s inability or refusal to act (and if there be no Chairman of the Board), the Vice President, if any, or in the event there is more than one Vice President, the Vice Presidents (in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election or appointment) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers commonly incident to such office and as may from time to time be assigned to such Vice President by these Bylaws, the Board of Directors, the Chairman of the Board of Directors (if there be one), or the President. Section 5.9 Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record and keep the minutes of all the actions and proceedings of such meetings in books to be kept for that purpose and shall perform like duties for committees of the Board of Directors when required. Except as otherwise provided in these Bylaws, the Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of all special meetings of the Board of Directors and of all committees that require notice The Secretary shall have custody of the seal of the Corporation, if any, and the Secretary, or an Assistant Secretary, if any, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation, if any, and to attest to the affi[ing by such officer?s signature. 7he Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be. The Secretary shall perform such other duties and have such other powers commonly incident to such office and as may from time to time be assigned to the Secretary by these Bylaws, the Board of Directors, the Chairman of the Board (if there be one) or the President, under whose supervision the Secretary shall be. Section 5.10 Assistant Secretaries. The Assistant Secretary, if there be one, or if there be more than one, the Assistant Secretaries (in the order determined by the Board of Directors, or if there be no such determination, then in the order of their election) shall, at the request of the Secretary or in the absence of the Secretary or in the eYent of the Secretary?s inability or refusal to act, perform the duties of the Secretary and, when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary. Each Assistant Secretary, if there be any, shall perform such other duties and shall have such other powers as may from time to time be assigned to such Assistant Secretary by the Board of Directors, the President any Vice President or the Secretary. Section 5.11 Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors otherwise so requires, an account of all his transactions as Treasurer and of the financial condition and results of operations of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such form, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. The Treasurer shall also perform such other duties and shall have such other powers commonly incident to such office and as may from time to time be assigned to the Treasurer by the Board of Directors, the Chairman of the Board (if there be one) or the President. Any of the powers or duties of the Treasurer may be assigned by the Board of Directors to a Chief Financial Officer elected or appointed by the Board of Directors. Section 5.12 Assistant Treasurer. The Assistant Treasurer, if any, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, or if there be no such determination, then in order of their election, shall, at the request of the Treasurer, in the absence of the Treasurer or in the event of the treasurer?s inability or refusal to act, perform the duties of the Treasurer and, when so acting, shall have the powers and be subject to all the restrictions upon the Treasurer. The Assistant Treasurer, if any, shall also perform such other duties and shall have such other powers as may be assigned to such Assistant Treasurer from time to time by the Board of Directors, the President, any Vice President or the Treasurer. If required by the Board of Directors, an Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of Assistant Treasurer and for the restoration to the Corporation, in case of the assistant treasurer?s death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in the assistant treasurer?s possession or under the assistant treasurer?s control belonging to the Corporation. Section 5.13 Additional Officers. The Board of Directors may elect or appoint such other officers as it shall deem necessary, convenient or desirable. Such other officers shall hold their offices at the pleasure of the Board of Directors for such terms and shall have such powers and perform such duties as shall be assigned to them from time to time by the Board of Directors. The Board of Directors may delegate to any officer of the Corporation the power to elect or appoint any subordinate officers and to prescribe their respective duties and powers. Section 5.14 Delegation of Authority. Except where otherwise provided by law, the Board of Directors may from time to time delegate the powers or duties of any officer of the Corporation to any other person, and may authorize any officer to delegate specific powers and duties of such officer to any other person. ARTICLE VI EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION Section 6.1 Execution of Corporate Instruments. The Board of Directors may, except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, authorize any officer or officers, or other person or persons, to enter into any contract or to execute and deliver any instrument in the name and on behalf of the Corporation, which authorization may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or otherwise within the authority of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Section 6.2 Voting of Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meetings, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chairman of the Board, if there by one, the President, any Vice President or any other officer authorized to do so by the Board of Directors, and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of securityholders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons. ARTICLE VII STOCK AND STOCKHOLDERS Section 7.1 Stock Certificates. Each stockholder shall be entitled to a certificate, which shall be in such form as is consistent with applicable law and the Certificate of Incorporation and as is prescribed by the Board of Directors, signed by, or in the name of the Corporation by, the Chairman of the Board (if there be one), the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, certifying the number and the class or series of shares of stock of the Corporation owned by such stockholder. Any or all of the signatures on a certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. If the Corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Colorado, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to the General Corporation Law of the State of Colorado or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Section 7.2 Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate or certificates or uncertificated shares of stock of the Corporation in place of any certificate or certificates theretofore issued by the Corporation alleged by the owner thereof to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. When issuing such new certificate or certificates or uncertificated shares, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or such owner?s legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such form and in such sum as it may direct to indemnify the Corporation against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. Section 7.3 Transfers of Shares. Shares of stock of the Corporation shall only be transferable upon the books of the Corporation by the holders thereof, in person or by duly authorized attorney or legal representative and upon the surrender of a properly endorsed certificate or certificates for a like number of shares. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares of stock of the Corporation duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books; provided, however, that if the certificate contains any legend or other statement restricting or otherwise providing any condition on transfers of the shares represented thereby, then the Corporation or the transfer agent of the Corporation shall effect such transfer only upon the terms of such legend or other statement and only if the Corporation or the transfer agent of the Corporation is satisfied, in its sole discretion, that all conditions to transfer have been satisfied. Upon receipt of proper transfer instructions from the registered owner of uncertificated shares, such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of the Corporation. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Corporation to restrict the transfer of shares of stock of the Corporation or any one or more classes owned by such stockholders in any manner not prohibited by law. Section 7.4 Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, or entitled to consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights, in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may by resolution fix, in advance, a record date that does not precede the date upon which the resolution fixing such record date was adopted, and with respect to stockholder meetings, is not more than sixty (60) nor less than ten (10) days prior to the date of such meeting, and with respect to other actions is not more than sixty (60) days prior to any such other action. If no record date is fixed by the Board of Directors, the record date (i) for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and (ii) for all other purposes shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto, except as otherwise required by Colorado law, the Certificate of Incorporation or these Bylaws. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. Section 7.5 Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. Section 7.6 Dividends. Dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, subject to the provisions of law and the Certificate of Incorporation. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation, subject to the provisions of law and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Corporation, or for such other purposes as the Board of Directors shall deem in the best interests of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created. Section 7.7 Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration or replacement of certificates for shares of stock of the Corporation. The Board of Directors may appoint one or more transfer agents or one or more registrars, or both, and may require all certificates for shares to bear the signature of either or both. ARTICLE VIII OTHER SECURITIES OF THE CORPORATION Section 8.1 Execution of Other Securities. All bonds, debentures and other corporate securities of the Corporation, other than stock certificates (covered in Section 7.1), may be signed by the Chairman of the Board (if there be one), the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal, if any, impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal, if any, on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or such other person as may be authorized by the Board of Directors, to bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before any bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the Corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not cease to be such officer of the Corporation. ARTICLE IX INDEMNIFICATION Section 9.1 Right to Indemnification. The Corporation shall indemnify and hold harmless each person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a ?proceeding?), by reason of the fact that such person is or was a director or an officer of the Corporation or such director or officer is or was serving at the request of the Corporation as a director, officer, partner, member, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter, an ?indemnitee?), to the fullest extent permitted by Colorado law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than Colorado law permitted the Corporation to provide prior to such amendment), against all expenses including attorneys? fees and expenses), judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such indemnitee in connection therewith. Section 9.2 Right to Advancement of Expenses. The right to indemnification conferred in Section 9.1 of these Bylaws shall include the right to be paid by the Corporation the expenses (including attorneys? fees) incurred by an indemnitee in defending any such proceeding in advance of its final disposition hereinafter, an (?advancement of expenses?) provided, however, that, if the General Corporation Law of the State of Colorado requires, an advancement of expenses shall be made only upon receipt by the Corporation of an undertaking (hereinafter an ?undertaking?), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is not further right to appeal (hereinafter, a ?final adjudication?) that such indemnitee is not entitled to be indemnified for such expenses under this Section 9.2 or otherwise. Section 9.3 Right of Indemnitee to Bring Suit. If a claim under Section 9.1 or 9.2 of these Bylaws is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also for the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Colorado. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Colorado, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article IX or otherwise shall be on the Corporation. Section 9.4 Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which any person may be entitled under any law, the Certificate of Incorporation, these Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise. Section 9.5 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, member, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person?s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the General Corporation Law of the State of Colorado. Section 9.6 Indemnification of Employees and Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors in its discretion, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article IX with respect to the indemnification and advancement of expenses of directors and officers of the Corporation. Section 9.7 Survival of Indemnification Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, be contract rights and such rights shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of such person. Section 9.8 Certain Definitions. a) For purposes of this article IX, references to ?the Corporation? shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article IX with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. (b) For purposes of this article IX (i) references to ?other enterprises? shall include employee benefit plans (ii) reference to ?fines? shall include any excise taxes assessed on a person with respect to an employee benefit plan (iii) references to ?serving at the request of the Corporation? shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and (iv) a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner ?not opposed to the best interests of the Corporation? as referred to in this article IX. Section 9.9 Amendment or Repeal. Neither any amendment, repeal or other modification of any of the foregoing provisions of this Article IX nor the adoption of any provisions of these Bylaws inconsistent with this Article IX, shall eliminate, reduce or otherwise adversely affect any right or protection hereunder of any person in respect of any act or omission occurring or alleged to occur prior to the time of such amendment, repeal, modification or adoption. ARTICLE X GENERAL MATTERS Section 10.1 Loans to Officers. The Corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Corporation or of its subsidiaries, including any officer or employee who is a director of the Corporation or any of its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the Corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the Corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the Corporation at law. Section 10.2 Disbursements. All checks, drafts, other orders or demands for payment of money, notes or other evidence of indebtedness of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time authorize. Section 10.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors. If not otherwise so fixed, the fiscal year of the Corporation shall be the calendar year. Section 10.4 Corporate Seal. The Board of Directors may, in its discretion, adopt a corporate seal. The corporate seal, if one is adopted by the Board of Directors, shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Colorado". The seal may be used by causing it or a facsimile thereof to be impressed, affixed or otherwise reproduced. Section 10.5 Certificate of Incorporation. All reference in these Bylaws to the Certificate of Incorporation shall mean the Certificate of Incorporation of the Corporation, as amended or restated from time to time, and shall include any Certificates of Designation thereunder. ARTICLE XI AMENDMENTS Section 11.1 Amendments. Except as otherwise provided in the Certificate of Incorporation, these Bylaws may be altered, amended or repealed, in whole or in part, and new Bylaws may be adopted, by the Board of Directors or by the affirmative vote of stockholders holding at least a majority of the voting power of the Corporation. PART II AND III 4 offeringcircular.txt OFFERING CIRCULAR Form 1-A Offering Circular Bio Fil Inc. Up to $5,000.000 in Common Share 500,000 Shares. $10.00 A Share The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered hereunder are exempt from registration The offering statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This offering circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making nay representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to WWW.investor.gov The mailing address for our office is: Bio Fil Inc 2906 E Caley Avenue Centennial, CO 80121 720-364-2476 Investing in our common shares is speculative and involves substantial risks. You should purchase these securities only if you can afford a complete loss of your investment. You should carefully review the "Risk Factors" section of this offering circular, beginning on page _8_, which contains a detailed discussion of the material risks that you should consider before you invest in our common stock. This offering consists of Common Stock that is being offered on a "best efforts" basis. Sales to Public commence on the date of Qualification from the Securities and Exchange Commission. This Offering shall remain open until December 31, 2017, unless extended by the Company. Price to Public Underwriting Discount Proceeds to Proceeds to And commissions Issuer Other Persons ________________________________________________________________ ___________ Per share/unit $10.00 0.00 $10.00 0.00 Total Minimum $1000.00 0.00 $1000.00 0.00 Total Maximum $5,000,000 0.00 $5,000,000 0.00 Minimum investment is 100 shares This Offering Circular follows the Form S-1 disclosure format. The date of this offering circular is January 24, 2017 Table of Contents Page Offering Summary 3 Business Description 4 Risk Factors 8 Use of Proceeds 10 Plan of Distribution and Selling Security Holders 10 Description of Property 11 Management's Discussion and Analysis of 11 Financial Condition and Results of Operations Securities Offered 12 Dilution 14 Directors, Executive Officers and Significant Employees 14 Compensation of Directors and Executive Officers 16 Security Ownership of Management and Certain Securityholders 17 Interest of Management and Others in Certain Transactions 17 Disqualifying Events 18 Section F/S 19 Part III: Exhibit 21 Signatures 24 Acknowledgement Adopting Typed Signature 25 OFFERING SUMMARY The following summary highlights selected information contained in this Offering Circular. this summary does not contain all the information that may be important. Before investing in this offering, please review all information carefully, ask any question that you would like answered and consult your own counsel. References to "we", "us", "our", "Company" mean Bio Fil Inc. The principle purposes of this Offering is to use the proceeds to produce, market, and obtain FDA's approval of a Biodegradable Cigarette Filter. There is currently no trading market for our common stock. The absence of an active trading market will limit shareholders' ability to sell their shares. Management is actively seeking for market maker(s) to sponsor our securities and, subject to availability of funds and FINRA requirements, will either have our securities quoted on the OTC, or Pink Market. However, there is no assurance that an active trading market for the Company's stock will develop due to our no prior operating history. Price to Public Underwriting Discount Proceeds to Proceeds to And commissions Issuer Other Persons ________________________________________________________________ ___________ Per share/unit $10.00 0.00 $10.00 0.00 Total Minimum $1000.00 0.00 $1000.00 0.00 Total Maximum $5,000,000 0.00 $5,000,000 0.00 Business Description Conventional cigarettes typically have a substantially cylindrical rod shaped structure and include a charge, roll or column of smokable material, such as shredded tobacco (e.g., in cut filler form), surrounded by a paper wrapper, thereby forming a so-called ?smokable rod? or ?tobacco rod.? Normally, a cigarette also has a cylindrical filter element aligned in an end-to-end relationship with the tobacco rod. The filter element is commonly made of cellulose acetate fibers (typically as many as 12,000 fibers) bonded to each other by triacetin circumscribed by a paper material known as a ?plug wrap.? Certain filter elements can also incorporate polyhydric alcohols. Typically, the filter element is attached to one end of the tobacco rod using a circumscribing wrapping material known as ?tipping paper.? After smoking, the spent filters are sometimes improperly discarded in the environment. The cellulose acetate filaments tend to degrade slower than tobacco and/or the paper parts of the cigarette, due to the highly entangled nature of the fibers, solvent bonding between the fibers, and the slow degradability of the cellulose acetate polymer. Typically, the time required for a cigarette filter to break down is 10-15 years, and it is estimated that every year worldwide approximately 4.5 trillion cigarette butts wind up as litter. It is estimated that about 30 per cent of the waste along U.S. shorelines, waterways, and on land is made up by cigarette butts. Seeing the need for a biodegradable filter, one that can break down significantly faster than the current filter on market, Bio Fil Inc. has come up with a new filter to replace the one currently used. Our cigarette filters are completely made of organic materials, they break down significantly faster than conventional filters, thereby having less impact on the environment compared to conventional cigarette filters. For example, there is less pollution around shorelines, waterways and on land, which is not only aesthetically pleasing but also reduces cleanup costs. A safer environment for animals is also created, that might otherwise ingest conventional plastic cigarette filters. There may even be some degree of health benefits to smokers resulting from using the biodegradable cigarette filters. While smoking undoubtedly presents serious health hazards, a significant portion of these health problems result from tar and other chemicals entering the lungs of the smokers. Our biodegradable cigarette filters described capture a larger amount of tar compared to conventional cigarette filters, and thereby reduce the amount of tar that ends up in the smoker?s lungs. So while smoking cessation is clearly the best way to address health issues related to smoking, a person who is not able to do this may still experience some degree of benefit when smoking cigarettes that have a biodegradable filter. In addition, the biodegradable filter shows a minimum reduction in flavor compared to conventional cigarette filters. As a result, Bio Fil Inc. is formed. Our business goal here is to make a biodegradable filter to replace those that are currently used. We do not involve in cigarette manufacturing. We only make filters and filter tubes to provide to cigarette manufacturing companies, cigarette filter companies, and perhaps, sell to cigarette stores nationwide. The company founder, Thuan Lu, holds a pending patent for a biodegradable filter (Application Number 62426108). Bio Fil Inc. looks to manufacture its biodegradable filters to replace the current filters on market. Prototypes of our product will be available to prospective investors upon request. Bio Fil Inc is a start up company Incorporated in the State of Colorado and operates its business in the State of Colorado. We are located at 2906 E Caley Ave Centennial CO 80121 and our current phone number is 720-364-2476. When the Company secure the funds needed for our operations, management will identify another location for our office and plant and will update the information to all investors appropriately. As of the date of this Offering Circular, the Company has no employee, part time or full time. The Company has not filed for bankruptcy protection nor has it ever been involved in receivership or similar proceedings. The Company is not presently involved in any legal proceedings material to the business or financial condition of the Company. The Company does not anticipate any material reclassification, merger, consolidation, or purchase, or sale of a significant amount of assets not in the ordinary course of business. The Industry During 2015, more than 4 billion cigarettes were sold in the United States. Four companies?Philip Morris USA, Reynolds American Inc., ITG Brands, and Liggett, accounted for about 91% of U.S. cigarette sales. Imports accounted for approximately 9% of U.S. cigarette sales in 2015. The U.S. Market According to the Centers for Disease Control Prevention, below is the percentage of adults aged 18 years or older who were current cigarette smokers in the United States in 2015: * 15.1% of all adults (36.5 million people): 16.7% of males, 13.6% of females * Nearly 22 of every 100 non-Hispanic American Indians/Alaska Natives (21.9%) * About 20 of every 100 non-Hispanic multiple race individuals (20.2%) * Nearly 17 of every 100 non-Hispanic Blacks (16.7%) * Nearly 17 of every 100 non-Hispanic Whites (16.6%) * About 10 of every 100 Hispanics (10.1%) * 7 of every 100 non-Hispanic Asians (7.0%) Each day, more than 3,200 people younger than 18 years of age smoke their first cigarette and an estimated 2,100 youth and young adults who have been occasional smokers become daily cigarette smokers. During 2015, more than 4 billion cigarettes were sold in the United States. World Market Statistic show that revenues of the cigarette industry is over 400 billion annually. Globally, approximate 5.8 trillion cigarettes are produced in 2015. The number of smokers and cigarettes produced keep rising due to population growth. It is expected that by 2025, the number of smoker worldwide will be 1.6 billion. Competitive Analysis As a start up company, Bio Fil Inc.faces some competitions and they are identified below: 1. Electronic Cigarettes A number of electronic products, such as electronic cigarettes (e-cigarettes), electronic cigars (e-cigars), and electronic pipes (e-pipes), are being introduced in the marketplace in recent years. Electronic cigarette uses are on the rise in the United States and it is expected to continue rising over time. However, electronic cigarettes have many set backs and that's why it has not hurt the cigarette industry much since its introduction to the market. * Electronic cigarette is not safe. Defective battery can explode or if improperly use. * E Liquids are very poisonous, especially to toddlers and children; who might drink the liquid because of the pleasant smell. * Electronic cigarettes don't deliver the buzz that all smokers want compare to conventional cigarettes. * Electronic cigarettes are expensive. It is important to note that the high percentage of smokers in the world are middle and low income people. Many of the smokers, buying one electronic cigarette, could equal to few months of their income. As a result, the volume of electronic cigarette uses is very low in the third world countries. 2. Current Cigarette Filter Manufacturing Companies The company will face competition from existing cigarette filter manufacturing companies, who will fight to retain their market shares. However, most competing companies do not have the filter that is biodegradable like Bio Fil Inc does. Bio Fil Inc. will capitalize on its competitors' weaknesses by building on the following strengths: * Unique filter that is protected by the patent. * Reduce costs as much as possible to keep its price competitive and to increase investor's profit. * Knowledgeable management team. 3. Cigarette Companies To convince cigarette companies to switch to Bio Fil Inc.'s degradable filter, the Company will: * Keep prices very competitive to what they are paying now. * Show that our biodegradable filters benefit cigarette companies in terms of costs and negative publicity. * Show that cigarette companies can help save our ocean, waterways, widlife? According to the Center for Marine Conservation, cigarette butt litter accounts for one in every five items collected on cleanups, making it the most prevalent form of litter ON EARTH. Globally, approximately 5 trillion cigarette butts are littered every year. Smokers in the USA account for over 250 billion cigarette butts, in the UK 200 tons of butts are discarded, and Australian smokers litter over 7 billion cigarette butts annually. In most Western countries cigarette butt litter accounts for around 50% of all litter. * There are 1 billion smokers in the world today, and if current trends continue, that number is expected to increase to 1.6 billion by the year 2025. * Worldwide, approximately 10 million cigarettes are purchased a minute, 15 billion are sold each day, and upwards of 5 trillion are produced and used on an annual basis. * Cigarette filters are made of cellulose acetate, a plastic. After discarded, it can take up to 15 years for the filter to decay. It's estimated that trillions of filters, filled with toxic chemicals from tobacco smoke, make their way into our environment as discarded waste yearly. Economic & Environmental Impact When it comes to cigarette litter, we all pay. Cigarette litter not only affects us as individuals, but also impacts your local community, including business owners and residents as well as the community environment. Economically, cigarette butt litter: Requires additional sidewalk and street sweeping, greenway and park maintenance, storm drain cleaning, and increased maintenance of stormwater filters. Makes business owners bear the expense of cigarette butt and cigar tip litter cleanup around entrances, exits, sidewalks, and parking lots. Can result in a decline in a city?s foot traffic, tourism, business development, and housing. In fact, the presence of litter in a community decreases property values by a little over 7%. Focusing on small improvements, like reducing cigarette butt litter, creates safer and more economically vibrant communities. Takes a toll on recreation areas and public spaces. Tobacco litter represents nearly 34.4% of all litter in outdoor recreation areas such as picnic areas, hiking trails, parks, etc. decreasing the appeal of these natural areas. Environmentally, cigarette butt litter: 32% of litter at storm drains is tobacco products. 80% of butts on the ground find their way into our water systems and detract from the quality of our drinking water. Cigarette butts have been found in the stomachs of fish, whales, birds and other marine animals which leads to ingestion of hazardous chemicals and digestive blockages. Animals, marine life, and toddlers who ingest dropped cigarette butts can become ill or die from them. Risks Associated with Our Business "RISK FACTORS" Investing in our common stock involves a number of risks, some of which, including market, regulatory risks, competitions.... You should carefully consider the risks described below before making a decision to invest in our common stock. 1. We face competitors in the conventional cigarette filter market. Conventional cigarette filters will continue to dominate the market in the beginning. As we introduce our filter to the market, gradually, more and more consumers will know about our filter and its biodegradable feature. 2. Regulations and Taxes could lead to declination in numbers of smokers. New laws may ban smoking altogether or increase in taxes will lead to higher prices of cigarette, which will lead to declination of cigarette consumption, and thus, reduce our sales and our profitability. 3. We may face increase costs in labor. Wage laws may change, which may increase our costs of labor and reduce our profitability. 4 Negative publicity may reduce sale of tobacco products. Due to health risk, consumption of cigarette continue to decline. Declination in cigarette consumption will lead to lower demand for our filter, which will lead to low sale volume and lower profit. 5. Counterfeit. When our product is superior than current filter, counterfeit products may appear on the market. Counterfeiting will reduce our revenue and profit. 6. The reliance on outside suppliers for raw materials. We rely on many Southeast countries for our fibers, which is the main material used in the production of our filter. Changes in climate, regulations, import and export restrictions, could affect our ability to buy the fibers needed. 7. E-Cigarette Trend could reduce cigarette consumptions. Electronic cigarette uses currently on the rise. It could reduce the demand for conventional cigarette and thus, lead to lower demand for our filter. 8. Emerging Market Foreign markets could introduce their products to the U.S. market illegally and affect the demand of cigarette use in the United States, which will lead to lower demand for our filter. 9. Cigarette Companies May Not Accept Our Filter Our filters may not be accepted by cigarette companies and we cannot sell. We will not have revenue. 10. The Food and Drug Administration The FDA requires that product used by human be free from possible harmful side effects resulting from use. While our raw material used is organic and safe, it still needs FDA approval prior to production. 11. Unknown Risks Unforeseen risks such as war, nature, bans of cigarette uses, diminishing social acceptance, all can lead to lower demand for our filter. If any the the above risks actually occur, the trading price of our common stock would likely decline, and you may lose all or part of your investment. USE OF PROCEEDS The principal purposes of the offering are to raise capitals needed to put the Company in operations. Assuming the offering is fully subscribed, our net proceeds from the offering at $10.00 a share will be $5,000,000 since there is no underwriter involved. However, if the Company finds and retain the services of the underwriter, depend on discounts and commissions agreed, our net proceeds will be less than the amount anticipated. We will update the information if we have any arrangement made. The Company intends to use its proceeds as follow: a. 20% fee pay to the Food and Drug Administration. b. 30% to purchase machineries and equipment. c. 20% to purchase raw materials and supplies. d. 30% for operating expenses. Management of the Company has wide latitude and discretion in the use of proceeds from this Offering. Our first priority is to use the funds to get our filter product to pass Food and Drug Administration?s approval. The remaining proceeds from this Offering will be used for working capitals such as materials and supplies, machineries and equipment, and a portion of the proceeds from this Offering may be used to make payments to officers, directors, and employees of the issuer. At present, there are no agreements between the Company and its officers or directors arranged. The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company?s management. If we failed to raise the full amount of this Offering, the Company may reallocate the estimated use of proceeds among the various categories. In such case, the Company may spend whatever we raised from this Offering for FDA; since FDA fees is not fixed, management expect that fees pay to the FDA could be more than 20% anticipated. Depending upon developments in the Company's business, the Company may also need more working capitals and may finance it through the sale of additional securities. Given the scope of the market, additional sale of securities is very likely as we expand our company. Plan of Distribution and Selling Security Holders We may sell the securities offered pursuant to this Offering Circular in any of the following ways: ? directly to one or more purchasers; ? through agents; ? through underwriters, brokers or dealers; or ? through a combination of any of these methods of sale. All of the Common Stock is newly authorized and issued by the Company. None of the Shares being sold in this offering are being sold by present securities holders. At present, Bio Fil Inc. does not have an underwriter and does not engage any Broker Dealer or Transfer Agent with our Offering. There are no plans to return funds to subscribers if all of the securities to be offered are not sold. The sale of other securities of the same class as those to be offered for the period of distribution will be limited and restricted to those sold through this Offering. Because the Shares being sold are not publicly or otherwise traded, the market for the securities offered is presently stabilized. Description of Property As of the date of this Offering Circular, our place of operation is 2906 E Caley, Centennial, CO 80121. When the Company successfully raised enough funds needed for our operations, management will identify another location for our office and plant and will update the information to all investors of records either through email or conventional mails.. Management's Discussion and Analysis of Financial Condition and Results of Operations This discussion contains forward looking statements reflecting our current expectations that involve risks and uncertainty. Actual results and timing of events may differ materially from those contained in these forward looking statements due to a number of factors, including those discussed in the "Risk Factors" and elsewhere in this Offering Circular. Bio Fil Inc. was formed in the State of Colorado on January 13th, 2017. The Company was formed for the purpose of manufacture biodegradable cigarette filters and sell our filters to cigarette filter manufacturing companies or cigarette companies worldwide. Operating Results Revenue: Bio Fil In. is in the startup phase and as of the date of this Offering Circular, the Company has no sales and no revenue. Operating Expenses: Operating expenses since date of inception were $365.00. Operating expense was paid to the Secretary of State to incorporate the Company and our corporate bylaws. Net Loss: Net loss since inception date was ($365.00) Since we have administrative expenses such as professional service fees, Securities and Exchange Commission fees, We expect our operating expenses to increase with setting up the operations. Our operating costs exceed revenue because we have no sales. Liquidity and Capital Resources. Currently, we have net cash of $0.00. Our net loss of ($365.00) was advanced from our Founder and CEO, Thuan Lu. Until we receive an approval from the FDA, and until we receive orders from prospective clients, our net loss only increase. Also, until we raise funds in this Offering, our CEO will continue to advance the capitals needed for us. Plan of Operations Assuming that we successfully raised the amount needed in this Offering, our plan of operation for the 12 months following the commencement of this Offering as follow: Our first priority is to send our Biodegradable Cigarette Filter prototype to the Food and Drug Administration for approval. In the meantime, we will identify a location for our office and plant and obtain all necessary licenses. We will have a team in place for machineries and equipments, purchase raw materials and supplies needed. We will put in sale teams for discussing with cigarette companies and cigarette manufacturing companies worldwide. The proceeds from this Offering will not satisfy our cash requirements and we anticipated to raise additional funds to implement our plan of operations. If our biodegradable filter is welcome by cigarette companies and advance orders be taken, management will have to raise additional capital to finance our production requirements. Trend Information: Since we are a start up company and have not started to produce our filter for sale yet, we are unable to identify the recent trends in production, sale, inventory, the state of the order book, costs, or selling prices since the latest financial year. For the same reason, for the current year, we are unable to identify any known trends, uncertainties, demands, commitments or events based our our business that are reasonably likely to have a material effects on our net sales or revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause the reported financial information in this Offering not necessarily to be indicative of future operating results or financial condition. Investors are encouraged to read sections ?RISK FACTORS? and ?BUSINESS DESCRIPTION? carefully.. Securities Offered This offering consists of Common Stock that is being offered on a "best efforts" basis, which means that there is no guaranteed that any minimum amount will be sold. The Shares are being offered and sold by Bio Fil Inc. There is no minimum number of shares that needs to be sold in order for funds to be used in the operations of the Company's business in a manner consistent with the "Use of Proceeds" in this Offering Circular The Company is offering Shares of its Common Stock. Except as otherwise required by law, the Company?s Certificate of Incorporation or Bylaws, each Shareholder shall be entitled to one vote for each Share held by such Shareholder on the record date of any vote of Shareholders of the Company. The Shares of Common Stock, when issued, will be fully paid and nonassessable. The Company does not expect to declare dividends for holders of Common Stock in the foreseeable future. Dividends will be declared, if at all (and subject to rights of holders of additional classes of securities, if any), in the discretion of the Company?s Board of Directors. Dividends, if ever declared, may be paid in cash, in property, or in shares of the capital stock of the Company, subject to the provisions of law, the Company?s Bylaws and the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Company available for dividends such sums as the Board of Directors, in its absolute discretion, deems proper as a reserve for working capital, to meet contingencies, for equalizing dividends, for repairing or maintaining any property of the Company, or for such other purposes as the Board of Directors shall deem in the best interests of the Company. The minimum subscription that will be accepted from an investor is One Thousand Dollars ($1000.00) (the "Minimum Subscription"). A subscription may be made only by tendering to the Company the executed Subscription Agreement (electronically or in writing) delivered with the subscription price in a form acceptable to the Company, via cash, check, or money order. The execution and tender of the documents required, as detailed in the materials, constitutes a binding offer to purchase the number of Shares stipulated therein and an agreement to hold the offer open until the Expiration Date or until the offer is accepted or rejected by the Company, whichever occurs first. The Company reserves the unqualified discretionary right to reject any subscription for Shares, in whole or in part. If the Company rejects any offer to subscribe for the Shares, it will return the subscription payment, without interest or reduction. The Company's acceptance of your subscription will be effective when an authorized representative of the Company issues you written or electronic notification that the subscription was accepted. There are no liquidation rights, preemptive rights, conversion rights, redemption provisions, sinking fund provisions, impacts on classification of the Board of Directors where cumulative voting is permitted or required related to the Common Stock, provisions discriminating against any existing or prospective holder of the Common Stock as a result of such Shareholder owning a substantial amount of securities, or rights of Shareholders that may be modified otherwise than by a vote of a majority or more of the shares outstanding, voting as a class defined in any corporate document as of the date of filing. The Common Stock will not be subject to further calls or assessment by the Company. There are no restrictions on alienability of the Common Stock in the corporate documents other than those disclosed in this Offering Circular. There are no known potential liabilities imposed on securityholders under state statutes or foreign laws.For additional information regarding the Shares, please review the Company?s Bylaws, which are attached to this Offering Circular. The Company does not have any shares of preferred stock authorized or have any debt securities authorized. There are no other classes of stock in the Company as of the date of this Offering Circular. Dilution The investor's stake in a company could be diluted due to the company issuing additional shares. If we decide to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage an investor owns being less than before. In other words, when the company issue more shares, the percentage of the company that you own will decrease. If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it's important to realize how the value of those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings per share. Compensation of Executive Officers and Directors. Directors, Executive Officers and Significant Employees The directors, executive officers and significant employees of the Company as of January 24th, 2017 are as follows: Name Position Age Term of Office Approximate hours per week for part time employee(2) Executive Officer Thuan Lu Chief Executive Officer 44 01/13/17 - present 10 Peter Pham Chief Operating Officer 57 01/13/17 - present 0 Bao Ho Executive President of Marketing 34 01/13/17 - present 0 Directors Tu Huynh Director 35 01/13/17 - present n/a Significant Employee n/a n/a n/a n/a There are no arrangement or understanding exist among the Company, its Executive Officers and Directors. There is no family relationship between any of our Executive Officers and Directors. Thuan Lu, Company Founder and CEO Prior to this, Mr. Lu worked as a real estate agent from 1998 to 2004. In 2003, Mr. Lu started an insurance agency and worked as an agent and broker in the insurance industry from 2003 to 2016. Mr. Lu also owned and managed nail salons, travel agency, and provides bookkeeping for businesses in the Vietnamese community. Mr. Lu earned his Bachelor of Science degree in Business Administration, with a Minor in Economics,from the University of Colorado at Boulder. He is fluent in English and Vietnamese, and also speak some Chinese. Peter Pham Mr. Pham currently is self employed. He owns, operates, and manage various businesses such as restaurants and landscaping company. Mr. Pham has a BS in Business Administration from the University of Hue. Mr. Pham will serve the Company as President and Chief Operating Officer. Bao Ho Mr. Ho currently is contracted with various government agencies such as the Department of Homeland Security, Department of Justice, and the Department of Defense. Mr. Ho has a BS in Finance from the University of Denver, Colorado. Mr. Ho will serve the Company as the Executive President of Marketing. Tu Huynh Mr. Huynh currently works as a Data Analyst for Precision Discovery in Colorado. Mr. Huynh earned his Master degree in Applied Mathematics from the University of Denver in 2006. Mr Huynh will serve the company as Executive Vice President of Marketing. To the best of our knowledge, there are no legal proceedings pending against any of our Executive Officers and Director regards bankruptcy, or a receiver, fiscal agent, or similar officer appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.and to the best of our knowledge, there are no such legal events occurred in the last five years. To the best of our knowledge, there are no criminal proceeding pending against, contemplated, or threatened to any of our Executive Officers and Directors, or the Company. Compensation of Directors and Executive Officers Name Capacities in which compensation was received Cash Compensation $ Other Compensation $ Total Compensation $ Thuan Lu Chief Executive Officer 0.00 0.00 0.00 Peter Pham Chief Operating Officer 0.00 0.00 0.00 Bao Ho Executive President of Marketing 0.00 0.00 0.00 Tu Huynh Director 0.00 0.00 0.00 At present, the Company has three Executive Officers and one Director. At present, none of our Executive Officers or Director are being compensated for their services to the Company. The Company may choose to compensate the present director in the future, as well as compensate future directors, in the Company?s discretion. We have not entered into any employment agreements with our executive officers or director to date. We may enter into employment agreements with them in the future. Since our Chief Executive Officer holds a pending patent for our product line (the Biodegradable Cigarette Filter), Management have decided that we will pay our Chief Executive Officer $3000.00 royalty per month for Copyright use of the filter. Royalty payments begin on the 1st date of each month with the first payment due February 1st, 2017. As of January 24th, 2017, the Company have no employee. The Company plans to hire additional employees at such time as the Company has sufficient cash to fund the expanded launch of its business plans. Security Ownership of Management and Certain Securityholders As of January 24th, 2017, there is no beneficial ownership of our Common Stock at the time of this Offering by any of our directors or executive officers or by all of our directors and executive officers as a group. There are no other securityholder who beneficially owns more than 10% of any class of the issuer?s voting securities as such beneficial ownership would be calculated if the issuer were subject to Rule 13d-3(d)(1)of the Securities Exchange Act of 1934. Title of Class Name and Address of Beneficial Owner(1) Amount and nature of Beneficial Ownership Amount and Nature of Beneficial ownership Acquirable(2) Percent of Class(3) n/a n/a n/a n/a n/a Interest of Management and Others in Certain Transactions Bio Fil Inc. was incorporated on January 13th, 2017 and the Company does not have information for the last two fiscal year. For current fiscal year,there is no transaction or proposed transactions to which the issuer or any of its subsidiaries was or is to be a participant. and that there are no persons had or is to have a direct or indirect material interest in the Company. Disqualifying Events Recent changes to Regulation A promulgated under the Securities Act prohibit an issuer from claiming an exemption from registration of its securities under such rule if the issuer, any of its predecessors, any affiliated issuer, any director, executive officer, other officer participating in the offering of the interests, general partner or managing member of the issuer, any beneficial owner of 20% or more of the voting power of the issuer?s outstanding voting equity securities, any promoter connected with the issuer in any capacity as of the date hereof, any investment manager of the issuer, any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with such sale of the issuer?s interests, any general partner or managing member of any such investment manager or solicitor, or any director, executive officer or other officer participating in the offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor has been subject to certain ?Disqualifying Events? described in Rule 506(d)(1) of Regulation D subsequent to September 23, 2013, subject to certain limited exceptions. The Company is required to exercise reasonable care in conducting an inquiry to determine whether any such persons have been subject to such Disqualifying Events and is required to disclose any Disqualifying Events that occurred prior to September 23, 2013 to investors in the Company. The Company believes that it has exercised reasonable care in conducting an inquiry into Disqualifying Events by the foregoing persons and is aware of the no such Disqualifying Events exist. It is possible that (a) Disqualifying Events may exist of which the Company is not aware and (b) the SEC, a court or other finder of fact may determine that the steps that the Company has taken to conduct its inquiry were inadequate and did not constitute reasonable care. If such a finding were made, the Company may lose its ability rely upon exemptions under Regulation A, and, depending on the circumstances, may be required to register the Offering of the Company?s Common Stock with the SEC and under applicable state securities laws or to conduct a rescission offer with respect to the securities sold in the Offering. Section F/S Financial Statements Bio Fil Inc. Consolidated Balance Sheet December 31, 2017 As of January 24th, 2017 (inception) Assets Prepaid expenses and other current assets $0.00 Total current assets $0.00 Total Non Current Assets $0.00 Total Assets $0.00 Liabilities and stockholder?s equity Current Liabilities $0.00 Account Payable $0.00 Total Current Liabilities $0.00 Stockholder?s equity $0.00 Total Stockholder?s equity $0.00 Total Liabilities and stockholder?s equity $0.00 Bio Fil Inc. Consolidated Statement of Income December 31, 2017 As of January 24th, 2017 (inception) Income from operating activities $0.00 Total Income $0.00 Bio Fil Inc. Consolidated Cash Flows December 31, 2017 As of January 24th, 2017 (inception) Cash flows from operating activities Net Loss $ (365.00) Total Loss $ (365.00) Bio Fil Inc. Consolidated Statement of Stockholder?s Equity December 31, 2017 As of January 24th, 2017 (inception) Stockholder?s Equity $0.00 Total Stockholder?s Equity $0.00 PART III: EXHIBITS Index to Exhibits Description Item Exhibit Underwriting Agreement 17.1 1-a Charter and bylaws 17.2 1-b Subscription Agreement 17.4 1-c Voting Trust Agreement 17.5 1-d Material Contracts 17.6 1-e Plan of acquisition, reorganization 17.7 1-f Arrangement, liquidation, or succession Escrow Agreements 17.8 1-g Letter re change in certifying accountant 17.9 1-h Power of Attorney 17.10 1-i Consents 17.11 1-j Opinion re legality 17.12 1-k Testing the waters 17.13 1-l Appointment of Agent for Service of Process 17.14 1-m Additional exhibits 17.15 1-n Exhibit 1-a Underwriting Agreement There are no underwriting contract or agreement exists with this Offering. Exhibit 1-b Charter and Bylaws including Amendments Attachment Exhibit 1-c Subscription Agreement Attachment Exhibit 1-d Voting Trust Agreement As of the date of this filing, there are no voting trust agreement or amendments exists. Exhibit 1-e Material Contracts As of the date of this filing, there are no material contracts exists. Exhibit 1-f Plan of acquisition, reorganization, arrangement, liquidation, or succession As of the date of this filing, there are no plan of acquisition, disposition, reorganization, readjustment, succession, liquidation, or arrangement pending or exists. Exhibit 1-g Escrow Agreements There are no escrow agreement or similar arrangement which has been executed in connection with this Regulation A Offering Exhibit 1-h Letter re Change in Certifying Accountant As of the date of this filing, there are no accountant involves is this Regulation A Offering Exhibit 1-i Power of Attorney As of the date of this filing, there are no power of attorney authorized. Exhibit 1-j Consents Af of the date of this filing, there are no consent, written or orally, from any experts or any other persons in connect with this Offering. Exhibit 1-k Opinion re Legality As of the date of this filing, there are no counsel opinion as to the legality of the securities covered by the Offering Statement. Exhibit 1-l Testing the Waters As of the date of this filing, there are no written communication or broadcast script used under the authorization of Rule 255. Exhibit 1-m Appointment of agent for Services of Process As of the date of this filing, there are no appointment of agent for service of process authorized. Exhibit 1-n Additional Exhibits None. SIGNATURES Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Centennial, State of Colorado, on January 24th, 2017 Bio Fil Inc. By ___________Thuan Lu___________ Chief Executive Officer This offering statement has been signed by the following persons in the capacities and on the dates indicated By __________Bao Ho______________. Executive President of Marketing Date _____01/24/2017______________. By _______Tu Huynh_______________. Director Date ______01/24/2017_____________. ACKNOWLEDGEMENT ADOPTING TYPED SIGNATURES The undersigned hereby authenticate, acknowledge and otherwise adopt the typed signatures above and as otherwise appear in this filing and Offering. By: ___/S/_______________________________________ Thuan Lu Thuan Lu Chief Executive Officer January 24th, 2017 By: ___/S/_______________________________________ Bao Ho Bao Ho Chief Executive Officer of Marketing January 24th, 2017 By: ___/S/_______________________________________ Tu Huynh Tu Huynh Director January 24th, 2017