Delaware
|
8742
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20-0653570
|
(State
or Other Jurisdiction of
|
(Primary
Standard Industrial
|
(IRS
Employer
|
Incorporation
or Organization)
|
Classification
Code Number)
|
Identification
No.)
|
Amount
|
||||
SEC
filing fee
|
$
|
5,138.70
|
||
Printing
and filing
|
|
* | ||
Legal
expenses, including blue sky
|
35,000.00
|
|
||
Accounting
expenses
|
25,000.00
|
*
|
||
Miscellaneous
|
|
* | ||
Total
|
*
|
*
|
Estimated.
|
Exhibit
Number
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|
Exhibit
Description
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3.1
|
|
Restated
Certificate of Incorporation 1
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3.2
|
|
By-laws
2
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4.1
|
|
Certificate
of Designation for the series A convertible preferred stock 3
|
4.2
|
|
Form
of warrant issued to Investors 3
|
4.3
|
|
Form
of warrant held by initial warrant holders 3
|
4.4
|
|
Form
of warrant held by San Juan Holdings 3
|
4.5
|
|
Form
of warrants issued to broker-dealers in January 2006 private placement
3
|
5.1
|
|
Opinion
of Sichenzia Ross Friedman Ference LLP 5
|
10.1
|
|
Form
of subscription agreement for January 2006 private placement 3
|
10.2
|
|
Registration
rights provisions for the subscription agreement 3
|
10.3
|
|
Registration
rights provisions for Elizabeth Plaza and San Juan Holdings, Inc.
3
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10.4
|
|
Employment
agreement dated January 25, 2006, between the Registrant and Elizabeth
Plaza 3
|
10.4
|
|
Employment
agreement dated January 25, 2006, between the Registrant and Nélida Plaza
3
|
10.5
|
|
Consulting
agreement dated January 25, 2006, between the Registrant and Dov
Perlysky
3
|
10.6
|
|
[Deleted]
|
10.7
|
|
2006
Long-term incentive plan 3
|
10.8
|
|
Registration
rights provisions for the subscription agreement 3
|
10.9
|
|
Lease
dated March 16, 2004 between Plaza Professional Center, Inc. and
the
Registrant 5
|
10.10
|
|
Lease
dated November 1. 2004 between Plaza Professional Center, Inc. and
the
Registrant 5
|
10.11
|
|
Employment
Agreement dated March 24, 2006, between the Registrant and Manuel
O.
Morera 6
|
10.12
|
|
Vendor
Agreement dated May 4, 2006 between Schering-Plough Products, L.L.C.
and
Plaza Consulting Group of PR, Inc. 4 (This
exhibit is the subject of a request for confidential treatment)
|
10.13
|
|
Agreement
dated January 17, 2006 between Lilly del Caribe, Inc. and Plaza Consulting
Group, Inc. 4
|
10.14
|
|
Agreement
effective as of November 1, 2005 between SB Pharmco Puerto Rico Inc.
d/b/a
GlaxoSmithKline (This exhibit is the subject of a request for confidential
treatment) 4
|
10.15
|
|
Master
Agreement dated October 11, 2004 between Johnson & Johnson Business
Services and Plaza Consulting Group dba Pharmaserv (This exhibit
is the
subject of a request for confidential treatment) 4
|
21.1
|
|
List
of Subsidiaries 5
|
23.1
|
|
Consent
of Sichenzia Ross Friedman Ference LLP (Included in Exhibit
5.1)
|
23.2
|
|
Consent
of Kevane Soto Pasarell Grant Thornton LLP
|
23.3
|
|
[Deleted]
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(1)
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Filed
as an exhibit to the Company’s current report on Form 8-K, which was filed
with the Commission on May 1, 2006 and incorporated herein by
reference.
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(2)
|
Filed
as an exhibit to the Company’s registration statement of Form 10-SB and
incorporated herein by reference.
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(3)
|
Filed
as an exhibit to the Company’s current report on Form 8-K which was filed
with the Commission on January 13, 2006 and incorporated herein by
reference.
|
(4)
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Filed
herewith.
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(5)
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Previously
filed.
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(6)
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Filed
as an exhibit to the Company’s current report on Form 8-K which was filed
with the Commission on April 10, 2006, and incorporated herein by
reference.
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(a)
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The
undersigned registrant hereby
undertakes:
|
|
1.
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To
file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement
to:
|
|
i.
|
Include
any prospectus required by section 10(a)(3) of the Securities
Act;
|
|
ii.
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Reflect
in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration
statement; and Notwithstanding the forgoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
From
the low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in the volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in
the
effective registration statement.
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iii.
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Include
any additional or changed material information on the plan of
distribution.
|
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2.
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For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered,
and
the offering of the securities at that time to be the initial bona
fide
offering.
|
|
3.
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File
a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the
offering.
|
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4.
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For
determining liability of the undersigned small business issuer under
the
Securities Act to any purchaser in the initial distribution of the
securities, the undersigned small business issuer undertakes that
in a
primary offering of securities of the undersigned small business
issuer
pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities
are
offered or sold to such purchaser by means of any of the following
communications, the undersigned small business issuer will be a seller
to
the purchaser and will be considered to offer or sell such securities
to
such purchaser:
|
|
i.
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Any
preliminary prospectus or prospectus of the undersigned small business
issuer relating to the offering required to be filed pursuant to
Rule
424;
|
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ii.
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Any
free writing prospectus relating to the offering prepared by or on
behalf
of the undersigned small business issuer or used or referred to by
the
undersigned small business issuer;
|
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iii.
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The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned small business
issuer or its securities provided by or on behalf of the undersigned
small
business issuer; and
|
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iv.
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Any
other communication that is an offer in the offering made by the
undersigned small business issuer to the
purchaser.
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(b)
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For
determining any liability under the Securities Act, treat the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the small business issuer under Rule 424(b)(1), or (4) or
497(h)
under the Securities Act as part of this registration statement as
of the
time the Commission declared it
effective.
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(c)
|
For
determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a
new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the
initial
bona fide offering of those
securities.
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Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions,
or otherwise, the small business issuer has been advised that in
the
opinion of the Securities and Exchange Commission such indemnification
is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such
liabilities (other than the payment by the small business issuer
of
expenses incurred or paid by a director, officer or controlling person
of
the small business issuer in the successful defense of any action,
suit or
proceeding) is asserted by such director, officer or controlling
person in
connection with the securities being registered, the small business
issuer
will, unless in the opinion of its counsel the matter has been settled
by
controlling precedent, submit to a court of appropriate jurisdiction
the
question whether such indemnification by it is against public policy
as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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PHARMA-BIO
SERV, INC.
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|
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By:
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/s/ ELIZABETH
PLAZA
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Name:
Elizabeth Plaza
Title:
President and CEO
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Signature
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Title
|
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Date
|
|
|
|
|
|
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|
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|
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/s/
Elizabeth Plaza*
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|
President,
Chief Executive Officer and Director
|
|
October 26
, 2006
|
Elizabeth
Plaza.
|
|
(Principal
Executive Officer)
|
|
|
|
|
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/s/
Manuel O. Morera
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Chief
Financial Officer
|
|
October 26,
2006
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Manuel
O. Morera
|
|
(Principal
Financial and Accounting Officer)
|
|
|
|
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/s/
Dov Perlysky*
|
|
Director
|
|
October 26,
2006
|
Dov
Perlysky
|
|
|
|
|
|
|
|
|
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/s/
Kirk Michel*
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|
Director
|
|
October 26,
2006
|
Kirk
Michel
|
|
|
|
|
|
|
|
|
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/s/
Howard Spindel*
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Director
|
|
October 26,
2006
|
Howard
Spindel
|
|
|
|
|
|
|
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/s/
Irving Wiesen *
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|
Director
|
|
October 26,
2006
|
Irving
Wiesen
|
|
|
|
|
|
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*By:
/s/ Elizabeth Plaza
|
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Elizabeth
Plaza, attorney-in-fact
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October 26,
2006
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