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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2/A
Amendment No. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WHISTLER INVESTMENTS, INC.
(Name of small business issuer in its charter)
NEVADA 88 - 0490890
-------------------------- ---------------------
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4340 East Washington Avenue, Suite 107, Las Vegas, Nevada 89110;
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Telephone (702) 212-9900
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(Address and telephone number of principal executive offices)
4340 East Washington Avenue, Suite 107, Las Vegas, Nevada 89110;
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Telephone (702) 212-9900
------------------------
(Address of principal place of business or intended principal
place of business)
Val-U-Corp Services, Inc., 1802 N. Carson Street, Suite 212, Carson
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City, Nevada 89701, Telephone (800) 555-9141
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(Name, address and telephone number of agent for service)
Approximate date of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. |__|
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT (1) PRICE (2) FEE
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Common Stock 4,650,000 shares $0.05 $232,500 $58.13
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(1) Based on the last sales price of $0.05 on January 30, 2001.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
COPIES OF COMMUNICATIONS TO:
Michael A. Cane, Esq.
2300 W. Sahara Blvd., Suite 500
Las Vegas, NV 89102
(702) 312-6255
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PROSPECTUS
WHISTLER INVESTMENTS, INC.
4,650,000 SHARES
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering
all of the shares of common stock offered through this
prospectus.
Our common stock is presently not traded on any market or
securities exchange.
----------------
The purchase of the securities offered through this prospectus
involves a high degree of risk. See section entitled "Risk
Factors" on pages 5 - 9.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
----------------
The Date Of This Prospectus Is: October 10, 2001
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Table Of Contents
PAGE
Summary .............................................................. 5
Risk Factors ......................................................... 5
If we do not obtain additional financing, our business will fail .. 5
Because we have only recently commenced business operations,
we face a high risk of business failure ......................... 6
Because management has only limited experience in mineral
exploration, the business has a higher risk of failure .......... 6
Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially
exploitable minerals will be found and our business will fail ... 6
Because of the inherent dangers involved in mineral exploration,
there is a risk that we may incur liability or damages as we
conduct our business ............................................ 6
If we discover commercial reserves of precious metals on our
mineral property, we cannot assure investors that we will be
able to successfully place the mineral claims into commercial
production ...................................................... 7
If we do not obtain clear title to our mineral claim, our
business may fail ............................................... 7
If the Canadian government sells its title to the Queen property,
we may lose our entire mineral claim ............................ 7
Because market factors in the mining business are largely out
of our control, we may not be able to market any ore that may
be found ........................................................ 7
If we become accountable to burdensome government regulation
or other legal uncertainties, our business will be negatively
affected ........................................................ 8
Because Dewey Jones, our president and a director, owns
approximately 45% of our outstanding common stock, he will
control and make corporate decisions that may be disadvantageous
to other minority shareholders .................................. 8
If a market for our common stock does not develop, shareholders
may be unable to sell their shares .............................. 8
If a market for our common stock develops, our stock price
may be volatile ................................................. 8
Use of Proceeds ...................................................... 9
Determination of Offering Price ...................................... 9
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Dilution ............................................................. 9
Selling Shareholders ................................................. 9
Plan of Distribution ................................................. 16
Legal Proceedings .................................................... 18
Directors, Executive Officers, Promoters and Control Persons ......... 18
Security Ownership of Certain Beneficial Owners and Management ....... 20
Description of Securities ............................................ 20
Interests of Named Experts and Counsel ............................... 22
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ......................................... 22
Organization Within Last Five Years .................................. 23
Description of Business .............................................. 23
Plan of Operations ................................................... 33
Description of Property .............................................. 37
Certain Relationships and Related Transactions ....................... 38
Market for Common Equity and Related Stockholder Matters ............. 38
Executive Compensation ............................................... 40
Index to Financial Statements ........................................ 42
Changes in and Disagreements with Accountants Disclosure ............. 43
Available Information ................................................ 43
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Summary
Prospective investors are urged to read this prospectus in its
entirety.
We are in the business of mineral exploration. We have acquired
a 100% interest except for a 2% net smelter return royalty in a
mineral claim located 20 kilometres west-northwest of Port Alice
on Vancouver Island, British Columbia, Canada, referred to as the
Queen property by us. Our objective is to conduct mineral
exploration activities on the mineral claim to assess whether it
possesses commercially exploitable reserves of minerals. Our
plan is to carry out an exploration program on the mineral claim
to make an assessment of the commercial potential of these
mineral claims.
No commercially exploitable reserves have been found on the Queen
property and we cannot assure investors that any such reserves
will be found.
We were incorporated on April 12, 2000 under the laws of the State
of Nevada. Our principal offices are located at 4340 E.
Washington Avenue, Suite 107, Las Vegas, Nevada, 89110. Our
telephone number is (702) 212-9900. Our fiscal year-end is
January 31.
The Offering
Securities Being Offered Up to 4,650,000 shares of common stock.
Offering Price We will not determine the offering
price. The offering price will be determined
by market factors and the independent
decisions of the selling shareholders.
Terms of the Offering The selling shareholders will
determine when and how they will sell the
common stock offered in this prospectus.
Termination of the Offering The offering will conclude when all
of the 4,650,000 shares of common stock have
been sold, the shares no longer need to be
registered to be sold or we decide to
terminate the registration of the shares.
Securities Issued
And to be Issued There are 8,450,000 shares of our common
stock issued and outstanding as of the date
of this prospectus. Existing shareholders
will sell all of the shares of our common
stock to be sold under this prospectus.
Use of Proceeds We will not receive any proceeds from
the sale of the common stock by the selling
shareholders.
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Summary Financial Information
Balance Sheet Data July 31, 2001
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Cash $ 69,870.00
Total Assets $ 77,553.00
Liabilities $ 7,864.00
Total Stockholders' Equity $ 77,553.00
Statement of Loss and Deficit July 31, 2001
----------------------------- -------------
Revenue $ 761.00
Net Loss for the Period $ (11,838.00)
Risk Factors
An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below and the
other information in this prospectus and any other filings we may
make with the United States Securities and Exchange Commission in
the future before investing in our common stock. If any of the
following risks occur, our business, operating results and
financial condition could be seriously harmed. The trading price
of our common stock could decline due to any of these risks, and
you may lose all or part of your investment.
If we do not obtain additional financing, our business will fail
Our current operating funds are less than necessary to complete
the development and exploration of our mineral claim, and
therefore we will need to obtain additional financing to complete
our business plan. As of July 31, 2001, we had cash in the amount
of $69,870. Our business plan calls for significant expenses in
connection with the development and exploration of our mineral
claim. We will require additional financing to complete these
activities. In addition, we will require additional financing to
sustain our business operations if we are not successful in
earning revenues once exploration and development is complete. We
do not currently have any arrangements for financing and we cannot
assure investors that we will be able to find such financing if
required. Obtaining additional financing would depend on a number
of factors, including market prices for any minerals found,
investor acceptance of our property, and investor sentiment.
These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us.
We believe the only realistic source of future funds presently
available to us is through the sale of equity capital. Any sale
of share capital will result in dilution to existing shareholders.
The only other alternative for the financing of further
exploration would be the offering by us of an interest in our
properties to be earned by another party or parties carrying out
further exploration or development thereof, which is not presently
contemplated.
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Because we have only recently commenced business operations, we
face a high risk of business failure
We have not even begun the initial stages of exploration of our
mineral claim, and thus have no way to evaluate the likelihood
that we will be able to operate the business successfully. We
were incorporated in April 2000 and to date have been involved
primarily in organizational activities and the acquisition of the
mineral claim. We have not earned any revenues as of the date of
this prospectus, have never been profitable, and expect to incur
operating losses for the foreseeable future. Potential investors
should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light
of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral
properties that we plan to undertake. Before completion of our
exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues. These
potential problems include, but are not limited to, unanticipated
problems relating to exploration and development, additional costs
and expenses that may exceed current estimates. We have no history
upon which to base any assumption as to the likelihood that our
business will prove successful, and we cannot assure investors
that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these
risks, our business will most likely fail.
Because management has only limited experience in mineral
exploration, the business has a higher risk of failure
Our management, while experienced in business operations, has only
limited experience in mineral exploration. As a result of this
inexperience, there is a higher risk of our being unable to
complete our business plan in the exploration and development of
our mineral property.
Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially
exploitable minerals will be found and our business will fail
The search for valuable minerals as a business is extremely
risky. We cannot assure investors that our mineral claim contains
commercially exploitable reserves. Exploration for minerals is a
speculative venture necessarily involving substantial risk. The
expenditures to be made by us in the exploration of our mineral
property may not result in the discovery of commercial quantities
of ore. Problems such as unusual or unexpected formations and
other conditions are involved in mineral exploration and
development and often result in unsuccessful exploration efforts.
In such a case, we would be unable to complete our business plan.
Because of the inherent dangers involved in mineral exploration,
there is a risk that we may incur liability or damages as we
conduct our business
The search for valuable minerals involves numerous hazards. As a
result, we may become exposed to liability for such hazards,
including pollution, cave-ins and other hazards against
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which we cannot insure or against which we may elect not to insure.
The payment of such liabilities may have a material adverse effect on
our financial position.
If we discover commercial reserves of precious metals on our
mineral property, we cannot assure investors that we will be able
to successfully place the mineral claims into commercial
production
Our mineral property does not contain any known bodies of ore.
If our exploration programs are successful in establishing ore of
commercial tonnage and grade, we will require additional funds to
place the mineral claims into commercial production. In such an
event, we may be unable to do so.
If we do not obtain clear title to our mineral claim, our
business may fail
While we have obtained geological reports with respect to our
mineral property, this should not be construed as a guarantee of
title. The property may be vulnerable to prior unregistered
agreements or transfers or native land claims, and title may be
affected by undetected defects. Our mining property has not been
surveyed and therefore, the precise locations and areas of the
property may be in doubt.
If the Canadian government sells its title to the Queen property,
we may lose our entire mineral claim
The Canadian government owns the fee simple title to the Queen
property which is the location for our mineral claims. If the
Canadian government sells its fee simple title to the land
comprising the Queen property, such title would still remain
subject to our rights to explore the property for minerals.
However, if a new owner of the property were to develop it, we may
be unable to access the property and unable to conduct operations.
If we are unable to access the property, we would be required to
write-off our interest in the property and our business will fail.
The remote location of the property makes development unlikely.
Because market factors in the mining business are largely out of
our control, we may not be able to market any ore that may be
found
The mining industry, in general, is intensively competitive and
we cannot assure investors that even if commercial quantities of
ore are discovered that a ready market will exist for the sale of
any ore found. Numerous factors beyond our control may affect
the marketability of any substances discovered. These factors
include market fluctuations, the proximity and capacity of
natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of
minerals and environmental protection. The exact effect of these
factors cannot be accurately predicted, but the combination of
these factors may result in our not receiving an adequate return
on invested capital.
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If we become accountable to burdensome government regulation or
other legal uncertainties, our business will be negatively
affected
To date, there are several governmental regulations that have
materially restricted the use and development of ore. In
addition, the legal and regulatory environment that pertains to
the exploration of ore is uncertain and may change. Uncertainty
and new regulations could increase our costs of doing business
and prevent us from exploring or developing ore deposits. The
growth of demand for ore may also be significantly slowed. This
could delay growth in potential demand for and limit our ability
to generate revenues. In addition to new laws and regulations
being adopted, existing laws may be applied to mining that have
not as yet been applied. These new laws may increase our cost of
doing business with the result that our financial condition and
operating results may be harmed.
Because Dewey Jones, our president and a director, owns
approximately 45% of our outstanding common stock, he will
control and make corporate decisions that may be disadvantageous
to other minority shareholders
Mr. Dewey Jones own approximately 45% of the outstanding shares
of our common stock. Accordingly, he will have a significant
influence in determining the outcome of all corporate
transactions, including mergers, consolidations and the sale of
all or substantially all of our assets, and also the power to
prevent or cause a change in control. The interests of Mr. Jones
may differ from the interests of the other stockholders and thus
result in corporate decisions that are disadvantageous to other
shareholders.
If a market for our common stock does not develop, shareholders
may be unable to sell their shares
There is currently no market for our common stock and we cannot
assure investors that a market will develop. If no market is
ever developed for our shares, it will be difficult for
shareholders to sell their stock. In such a case, shareholders
may find that they are unable to achieve benefits from their
investment.
If a market for our common stock develops, our stock price may be
volatile.
If a market for our common stock develops, we anticipate that the
market price of our common stock will be susceptible to wide
fluctuations in response to several factors, including:
(1) actual or anticipated variations in our results of operations;
(2) our ability or inability to generate new revenues;
(3) increased competition; and
(4) conditions and trends in the mining industry.
Further, if our common stock is traded on the NASD over the
counter bulletin board, our stock price may be impacted by
factors that are unrelated or disproportionate to our operating
performance. These market fluctuations, as well as general
economic, political and market conditions, such as recessions,
interest rates or international currency fluctuations may
adversely affect the market price of our common stock.
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Forward-Looking Statements
This prospectus contains forward-looking statements that involve
risks and uncertainties. We use words such as anticipate,
believe, plan, expect, future, intend and similar expressions to
identify such forward-looking statements. You should not place
too much reliance on these forward-looking statements. Our actual
results are likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the
risks faced by us described in this Risk Factors section and
elsewhere in this prospectus.
Use Of Proceeds
We will not receive any proceeds from the sale of the common stock
offered through this prospectus by the selling shareholders.
Determination Of Offering Price
We will not determine the offering price of the common stock. The
offering price will be determined by market factors and the
independent decisions of the selling shareholders.
Dilution
The common stock to be sold by the selling shareholders is common
stock that is currently issued and outstanding. Accordingly,
there will be no dilution to our existing shareholders.
Selling Shareholders
The selling shareholders named in this prospectus are offering
all of the 4,650,000 shares of common stock offered through this
prospectus. The shares include the following:
1. 3,000,000 shares of our common stock that the selling
shareholders acquired from us under section 4(2) of the
Securities Act in an offering that was completed on
September 5, 2000;
2. 500,000 shares of our common stock that the selling
shareholders acquired from us in an offering that was exempt
from registration under Regulation S of the Securities Act
of 1933 and completed on September 13, 2000; and
3. 1,150,000 shares of our common stock that the selling
shareholders acquired from us under Rule 504 of Regulation D
of the Act and completed on January 30, 2001.
The following table provides as of the date of this prospectus,
information regarding the beneficial ownership of our common
stock held by each of the selling shareholders, including:
1. the number of shares owned by each before this offering;
2. the total number of shares that are to be offered for each;
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3. the total number of shares that will be owned by each upon
completion of the offering;
4. the percentage owned by each; and
5. the identity of the beneficial holder of any entity that
owns the shares.
Total Total
Number Of Shares Percent
Shares To To Be Owned Owned
Be Offered Upon Upon
Shares Owned For Selling Completion Completion
Name Of Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
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Sultan Akber 50,000 50,000 Nil Nil
438 East 1st St.
N. Vancouver, B.C.
V7L 1B7
Shairoz Alibhai 500,000 500,000 Nil Nil
202 Schitmar
Heath N.W
Calgary, Alberta
T2X 2V8
Alnoor Bhulji 50,000 50,000 Nil Nil
6 - 3826 Brockton Cres.
N. Vancouver, B.C.
V7G 1R6
Zamila Bhulji 50,000 50,000 Nil Nil
6 - 3826 Brockton Cres.
N. Vancouver, B.C.
V7G 1R6
Gayle M. Brady 50,000 50,000 Nil Nil
3230 E. Flamingo Rd.
Las Vegas, Nevada
89121
Joan M. Britton 50,000 50,000 Nil Nil
4574 Lone Mesa Dr.
Las Vegas, Nevada
89147
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Total Total
Number Of Shares Percent
Shares To To Be Owned Owned
Be Offered Upon Upon
Shares Owned For Selling Completion Completion
Name Of Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
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James P. Cena 50,000 50,000 Nil Nil
801 S. Decatur
Las Vegas, Nevada
89117
Maria Lisa Clark 50,000 50,000 Nil Nil
Suite #1141
3655 W. Tropicana
Las Vegas, Nevada
89117
Sherrie Coverdell 50,000 50,000 Nil Nil
4532 Montebello Ave.
Las Vegas, Nevada
89110
Zahir Dhanani 500,000 500,000 Nil Nil
136 East 1st St.
N. Vancouver, B.C.
V7L 1B7
Marsha Duxbury 50,000 50,000 Nil Nil
242 Mt. Lorette Pl. SE
Calgary, Alberta
T2Z 2L9
Farhang Farhadi 500,000 500,000 Nil Nil
2728 Messina Court
Las Vegas, Nevada
89117
Sadrudin
Gulamhussein 50,000 50,000 Nil Nil
Suite 604
3600 Windcrest Dr.
N. Vancouver, B.C.
V7G 2S5
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Total Total
Number Of Shares Percent
Shares To To Be Owned Owned
Be Offered Upon Upon
Shares Owned For Selling Completion Completion
Name Of Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
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Richard Gumienny 50,000 50,000 Nil Nil
242 Mt. Lorette Pl. SE
Calgary, Alberta
T2Z 2L9
Eric Horn 50,000 50,000 Nil Nil
60 Quail Run Dr.
Las Vegas, Nevada
89119
Amin Hudda 50,000 50,000 Nil Nil
Suite 1406
148 West 16th St.
N. Vancouver, B.C.
V7M 1T5
El Hudda 50,000 50,000 Nil Nil
Suite 1406
148 West 16th St.
N. Vancouver, B.C.
V7M 1T5
Akber Jamal 50,000 50,000 Nil Nil
438 East 1st St.
N. Vancouver, B.C.
V7L 1B7
Zahur Jamal 50,000 50,000 Nil Nil
438 East 1st St.
N. Vancouver, B.C.
V7L 1B7
Teresa Jensen 50,000 50,000 Nil Nil
245 Bismarck Way
Henderston, Nevada
89015
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Total Total
Number Of Shares Percent
Shares To To Be Owned Owned
Be Offered Upon Upon
Shares Owned For Selling Completion Completion
Name Of Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
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Shelina Jessa 500,000 500,000 Nil Nil
Suite141
2319 56 St. N.E.
Calgary, Alberta
T1Y 2M2
Kimberly Johnson 50,000 50,000 Nil Nil
1316 Georgia Dr.
Boulder City, Nevada
89005
Eldon A. Jones 50,000 50,000 Nil Nil
4815 W. Russel Rd.
Suite 17Q
Las Vegas, Nevada
89118
Ida I. Jones 50,000 50,000 Nil Nil
4815 W. Russel Rd.
Suite 17Q
Las Vegas, Nevada
89118
Irma C. Jones 50,000 50,000 Nil Nil
7924 Asbert Way
Las Vegas, Nevada
89149
Jason A. Jones 50,000 50,000 Nil Nil
4815 W. Russel Rd.
Suite 18R
Las Vegas, Nevada
89118
Dusrat Mangry 50,000 50,000 Nil Nil
2201 S. Industrial Dr.
Las Vegas, Nevada
89102
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Total Total
Number Of Shares Percent
Shares To To Be Owned Owned
Be Offered Upon Upon
Shares Owned For Selling Completion Completion
Name Of Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
--------------------------------------------------------------------------
Joyce Messer 50,000 50,000 Nil Nil
904 Painted Peak Way
Las Vegas, Nevada
89108
Riyaz Nurani 500,000 500,000 Nil Nil
36 Whiteram Mews N.E.
Calgary, Alberta
T1Y 5W5
Wendy D. Orcutt 50,000 50,000 Nil Nil
5509 Big Sky Lane
Las Vegas, Nevada
89149
Ruth Anne Page 50,000 50,000 Nil Nil
P.O. Box 231611
Las Vegas, Nevada
89123
Malek Sultan
Sadrudin 50,000 50,000 Nil Nil
Suite 604
3600 Windcrest Dr.
N. Vancouver, B.C.
V7G 2S5
Ernie Silverburg 50,000 50,000 Nil Nil
5046 S. Rainbow
Apt. 203
Las Vegas, Nevada
89118
Frances
Slezinski 50,000 50,000 Nil Nil
423 Lake Bonavist Dr. SE
Calgary, Alberta
T2J 0M2
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Total Total
Number Of Shares Percent
Shares To To Be Owned Owned
Be Offered Upon Upon
Shares Owned For Selling Completion Completion
Name Of Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
--------------------------------------------------------------------------
Nick A.
Slezinski 500,000 500,000 Nil Nil
423 Lake Bonavista
Dr. S.E.
Calgary, Alberta
T2J 0M2
John Slezinsky 50,000 50,000 Nil Nil
11817 43 Street
Edmonton, Alberta
T5S 2P3
Shirley Slezinsky 50,000 50,000 Nil Nil
11817 43 Street
Edmonton, Alberta
T5S 2P3
Stephen M. Stone 50,000 50,000 Nil Nil
35 N. Lamb
Las Vegas, Nevada
89101
Nurjehan Zool 50,000 50,000 Nil Nil
Suite 1406
148 West 16th St.
N. Vancouver, B.C.
V7M 1T5
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Except as otherwise noted in the above list, the named party
beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table
assume that none of the selling shareholders sells shares of
common stock not being offered in this prospectus or purchases
additional shares of common stock, and assumes that all shares
offered are sold. The percentages are based on 8,450,000 shares
of common stock outstanding on the date of this prospectus.
None of the selling shareholders or their beneficial owners:
* has had a material relationship with us other than as a
shareholder at any time within the past three years; or
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* has ever been one of our officers or directors or an
officer or director of our predecessors or affiliates.
The following selling shareholders are related to the directors
or officers as follows:
1. Irma Jones is Dewey Jones' wife.
2. Eldon Jones is Dewey Jones' father.
3. Ida Jones is Dewey Jones' mother.
4. Jason Jones is Dewey Jones' son.
Plan Of Distribution
The selling shareholders may sell some or all of their common
stock in one or more transactions, including block transactions:
1. On such public markets or exchanges as the common stock
may from time to time be trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
The sales price to the public may be:
1. The market price prevailing at the time of sale;
2. A price related to such prevailing market price; or
3. Such other price as the selling shareholders determine
from time to time.
The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.
The selling shareholders may also sell their shares directly to
market makers acting as principals or brokers or dealers, who may
act as agent or acquire the common stock as a principal. Any
broker or dealer participating in such transactions as agent may
receive a commission from the selling shareholders, or, if they
act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and
customary brokerage fees for such services. Brokers or dealers
may agree with the selling shareholders to sell a specified
number of shares at a stipulated price per share and, to the
extent such broker or dealer is unable to do so acting as agent
for the selling shareholders, to purchase, as principal, any
unsold shares at the price required to fulfill the respective
broker's or dealer's commitment to the selling shareholders.
Brokers or dealers who acquire shares as principals may
thereafter resell such shares from time to time in transactions
in a market or on an exchange, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such re-sales may pay
or receive commissions to or from the purchasers of such shares.
These transactions may involve cross and block transactions that
may involve sales to and
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through other brokers or dealers. If
applicable, the selling shareholders may distribute shares to one
or more of their partners who are unaffiliated with us. Such
partners may, in turn, distribute such shares as described above.
We cannot assure investors that all or any of the common stock
offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the
common stock. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in
connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the
Securities Act and the Securities Exchange Act in the offer and
sale of the common stock. In particular, during such times as the
selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to
be an underwriter, they must comply with applicable law and may,
among other things:
1. Not engage in any stabilization activities in connection
with our common stock;
2. Furnish each broker or dealer through which common stock may
be offered, such copies of this prospectus, as amended from
time to time, as may be required by such broker or dealer;
and
3. Not bid for or purchase any of our securities or attempt to
induce any person to purchase any of our securities other
than as permitted under the Securities Exchange Act.
The Securities Exchange Commission has adopted rules that
regulate broker-dealer practices in connection with transactions
in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities registered
on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with
respect to transactions in such securities is provided by the
exchange or system). The penny stock rules require a broker-
dealer, before a transaction in a penny stock not otherwise
exempt from those rules, deliver a standardized risk disclosure
document prepared by the Commission, which: (a) contains a
description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading; (b)
contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements
of Securities' laws; (c) contains a brief, clear, narrative
description of a dealer market, including "bid" and "ask" prices
for penny stocks and significance of the spread between the
"bid" and "ask" price; (d) contains a toll-free telephone number
for inquiries on disciplinary actions; (e) defines significant
terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in
such form (including language, type, size and format), as the
Commission shall require by rule or regulation. The broker-
dealer also must provide, before effecting any transaction in a
penny stock, the customer: (a) with bid and offer quotations for
the penny stock; (b) the compensation of the broker-dealer and
its salesperson in the transaction; (c) the number of shares to
which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for
such stock; and (d) monthly account statements showing the market
value of each penny stock held in the customer's account. In
addition, the penny stock rules
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require that before a transaction
in a penny stock not otherwise exempt from those rules; the
broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and
receive the purchaser's written acknowledgment of the receipt of
a risk disclosure statement, a written agreement to transactions
involving penny stocks, and a signed and dated copy of a written
suitably statement. These disclosure requirements may have the
effect of reducing the trading activity in the secondary market
for our stock if it becomes subject to these penny stock rules.
Therefore, if our common stock become accountable to the penny
stock rules, stockholders may have difficulty selling those
securities.
We have advised shareholders of their rights and obligations with
respect to the resale of our common shares. However, we advise
investors that there are no lock-up or other agreements in place
between our company and the shareholders regarding the resale of
the common shares by shareholders.
Legal Proceedings
There are no legal proceedings pending or threatened against us.
Directors, Executive Officers, Promoters And Control Persons
Directors:
Name of Director Age
---------------------- ---
Dewey Jones 62
Stacey Fling 41
Gregory Navone 54
Executive Officers:
Name of Officer Age Office
-------------------- --- -------
Dewey Jones 62 President, Chief
Executive Officer
Stacey Fling 41 Secretary and Treasurer
The following describes the business experience of our directors
and executive officers, including other directorships held in
reporting companies:
Mr. Dewey Jones has been our president, chief executive officer
and one of our directors since our inception. Mr. Jones served
in the United States Navy for two years after graduating from
high school. In 1960, Mr. Jones obtained his Nevada real estate
license before taking architecture courses at the University of
Utah in 1962 and 1963.
Since 1990, Mr. Jones has owned and operated his own general
contracting and residential design business, D.J. Developments,
Inc. in the Las Vegas, Nevada area. He has provided plans
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and specifications for over 3,000 houses constructed throughout
Nevada. His business has also constructed over 550 houses and
commercial establishments in the state. Mr. Jones spends
approximately 15% of his time on our business. He provides
management and administration services and sets our overall
corporate direction.
Ms. Stacey Fling has been our treasurer, secretary and one of our
directors since our inception. From April 1989 to August 1998,
Ms. Fling was the office manager for Ameritech Design &
Engineering, Inc., first in San Diego, California and then in Las
Vegas, Nevada from May 1996 until August 1998. Ms. Fling managed
the office personnel, accounts receivable and payable, payroll,
collections and customer service for Ameritech. Since January
1999, she has been employed as marketing coordinator for Salim S.
Rana Investments Corp. in Las Vegas, Nevada. Her duties include
leasing retail space, coordinating vouchers for a disbursement
management company and coordinating permits and related matters
with the City of Las Vegas for ongoing construction projects.
Ms. Fling spends approximately 25% of her time on our business.
Ms. Fling provides management and administration services
including bookkeeping and maintenance of corporate records.
Mr. Gregory Navone has been one of our directors since our
inception. In 1968, Mr. Navone obtained his Bachelor of Arts
degree, majoring in history, from St. Mary's College in Walnut
Creek, California. In 1969, he studied real estate appraisal at
Merit College in Oakland. Since 1984, Mr. Navone has acted as
the president and principal of First Capital Financial Company, a
privately owned company located in Las Vegas, Nevada that
provides financial broker and investment services relating to
mortgages. Mr. Navone is currently self-employed and not
affiliated with any real estate companies. Mr. Navone spends
approximately 20% of his time on our business.
Gregory Navone is our only director who is directly involved in
the real estate business. Because Mr. Navone is not involved in
the purchase or sale of resource properties, his business
endeavors will not pose a conflict of interest to the Company's
plans.
Term of Office
Our directors are appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or until
removed from office in accordance with our bylaws. Our officers
are appointed by our board of directors and hold office until
removed by the board.
Significant Employees
We have no significant employees other than the officers and
directors described above.
Promoters and Control Persons
Dewey Jones, in addition to being our president, CEO, and a
director, is also a promoter and control person. Mr. Jones was
involved in the founding and organizing of our company. He also
is the beneficial owner of 45% of the common shares currently
issued and outstanding, making him a
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control person. We have not had any transactions with Mr. Jones directly,
but we did sell 200,000 shares to four of his close relatives. We have
attributed nominal value to Mr. Jones' services from inception to July 31,
2001.
Security Ownership Of Certain Beneficial Owners And Management
The following table provides the names and addresses of each
person known to us to own more than 5% of our outstanding common
stock as of the date of this prospectus, and by the officers and
directors, individually and as a group. Except as otherwise
indicated, all shares are owned directly and the percentage shown
is based on 8,450,000 shares of common stock issued and
outstanding on October 10 2001.
Name and Address Amount and Nature Percent
Title of Class of Beneficial Owner of Beneficial Owner of Class
-------------- ------------------ --------------------- ---------
Common stock Dewey Jones 3,800,000 45.0 %
4815 West Russell Rd.
Las Vegas, Nevada
89110
Common stock Stacey Fling 0 0.0 %
4340 E. Washington Ave., #107
North Las Vegas, Nevada
89031
Common stock Gregory Navone 0 0.0 %
801 South Decatur
Las Vegas, Nevada
89117
Common stock All executive officers
and directors as a
group 3,800,000 45.0 %
-----------------------------------------------------------------------
Description Of Securities
General
The securities being offered are our common stock, par value
$0.001 per share. Under our articles of incorporation, we are
authorized to issue 70,000,000 shares of common stock, par value
$0.001 per share. As of October 10 2001, a total of 8,450,000
shares of our common stock were issued and outstanding and held
by 40 shareholders.
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Common Stock
Holders of our common stock are entitled to one vote for each
share on all matters submitted to a stockholder vote. Holders of
common stock do not have cumulative voting rights. Therefore,
holders of a majority of the shares of common stock voting for
the election of directors can elect all of the directors.
Holders of our common stock representing a majority of the voting
power of our capital stock issued and outstanding and entitled to
vote, represented in person or by proxy, are necessary to
constitute a quorum at any meeting of our stockholders. A vote
by the holders of a majority of our outstanding shares is
required to effectuate certain fundamental corporate changes such
as liquidation, merger or an amendment to our Articles of
Incorporation.
Holders of common stock are entitled to share in all dividends
that the board of directors, in its discretion, declares from
legally available funds. In the event of a liquidation,
dissolution or winding up, each outstanding share entitles its
holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of
stock, if any, having preference over the common stock. Holders
of our common stock have no pre-emptive rights, no conversion
rights and there are no redemption provisions applicable to our
common stock.
Preferred Stock
Our articles of incorporation also provide that we are authorized
to issue up to 5,000,000 shares of preferred stock with a par
value of $0.001 per share. As at the date of prospectus, there are
no shares of preferred stock issued and outstanding. Our board of
directors has the authority, without further action by the
shareholders, to issue from time to time the preferred stock in
one or more series for such consideration and with such relative
rights, privileges, preferences and restrictions that the Board
may determine. The preferences, powers, rights and restrictions
of different series of preferred stock may differ with respect to
dividend rates, amounts payable on liquidation, voting rights,
conversion rights, redemption provisions, sinking fund provisions
and purchase funds and other matters. The issuance of preferred
stock could adversely affect the voting power or other rights of
the holders of common stock.
Dividend Policy
We have never declared or paid any cash dividends on our common
stock. We currently intend to retain future earnings, if any, to
finance the expansion of our business. As a result, we do not
anticipate paying any cash dividends in the foreseeable future.
Warrants
We have not issued and do not have outstanding any warrants to
purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to
purchase shares of our common stock.
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Convertible Securities
We have not issued and do not have outstanding any securities
convertible into shares of our common stock or any rights
convertible or exchangeable into shares of our common stock.
Nevada Anti-Takeover laws
Nevada revised statutes sections 78.378 to 78.3793 provide state
regulation over the acquisition of a controlling interest in
certain Nevada corporations unless the articles of incorporation
or bylaws of the corporation provide that the provisions of these
sections do not apply. The statute creates a number of
restrictions on the ability of a person or entity to acquire
control of a Nevada company by setting down certain rules of
conduct and voting restrictions in any acquisition attempt, among
other things. The statute is limited to corporations that are
organized in the state of Nevada and that have 200 or more
stockholders, at least 100 of whom are stockholders of record and
residents of the State of Nevada; and does business in this state
directly or through an affiliated corporation.
Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared
or certified any part of this prospectus or having given an
opinion upon the validity of the securities being registered or
upon other legal matters in connection with the registration or
offering of the common stock was employed on a contingency basis,
or had, or is to receive, in connection with the offering, a
substantial interest, direct or indirect, in the registrant or any
of its parents or subsidiaries. Nor was any such person connected
with the registrant or any of its parents or subsidiaries as a
promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Michael A. Cane of Cane & Company, LLC, our independent legal
counsel, has provided an opinion on the validity of our common
stock.
The financial statements included in this prospectus and the
registration statement have been audited by Lancaster & David,
chartered accountants, to the extent and for the periods set
forth in their report appearing elsewhere herein and in the
registration statement, and are included in reliance upon such
report given upon the authority of said firm as experts in
auditing and accounting.
The geological report for the Queen property was prepared by
Edward McCrossan, P. Geo. and is included in reliance upon such
report given upon the authority of Mr. McCrossan as a
professional geologist.
Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities
Our directors and officers are indemnified as provided by the
Nevada Revised Statutes and our Bylaws. We have been advised that
in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act
is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. If a claim for indemnification
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against such liabilities is asserted by one of our directors,
officers, or controlling persons in connection with the
securities being registered, we will, unless in the opinion of
our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We
will then be governed by the court's decision.
Organization Within Last Five Years
We were incorporated on April 12, 2000 under the laws of the
state of Nevada. On that date, Dewey Jones, Stacey Fling and
Gregory Navone were appointed as our directors. On the same day,
Mr. Jones became our president and chief executive officer, and
the board appointed Stacey Fling as our secretary and treasurer.
Description Of Business
We are an exploration stage company engaged in the acquisition,
exploration and development of mineral properties. Through a
mineral property staking and sales agreement dated September 19,
2000 we retained Mr. Edward McCrossan to stake 20 mineral claims
units approximately 20 kilometres west-northwest of Port Alice on
Vancouver Island, Nanaimo Mining Division, British Columbia in an
area having the potential to contain economic copper-gold and/or
gold-silver mineralization. This mineral property is referred to
by us as the Queen property. The Canadian government owns fee
simple title to the lands comprising the Queen property. Mr.
McCrossan is the registered owner of the mineral rights respecting
the Queen property. Mr. McCrossan concurrently agreed to sell to
us a 100% interest in the staked claims except for a 2% net
smelter returns royalty for the sum of $2,550 payable upon
execution of the agreement and a further $2,600 payable by October
10, 2000. We made these two payments by the required deadlines
Mr. McCrossan holds the Queen property in trust for us as provided
by paragraph 4.2 of the property staking and sales agreement dated
September 19, 2000.
If commercial production commences on the Queen property, Mr.
McCrossan shall be entitled to receive 2% of net smelter returns.
Net smelter returns are the amount that a smelter pays after
freight charges, treatment charges and government royalties are
deducted. We are not under any obligation to place the claims
into commercial production.
If we acquire an interest in any other mineral claims within two
miles of the Queen property prior to September 20, 2002, Mr.
McCrossan shall be entitled to a 2% net smelter returns royalty on
these claims as well.
To date, we have not discovered an economically viable mineral
deposit on the Queen property, and we cannot assure investors that
we will discover one.
Technical Information Regarding the Property
The Queen property is the subject of a geological report prepared
by Edward McCrossan, P. Geo., dated October 3, 2000. The
following summary description of the Queen property is summarized
from Mr. McCrossan's report.
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Location and Access
The Queen property is situated approximately 20 kilometres west-
northwest of Port Alice on the northern tip of Vancouver Island,
British Columbia. The property is accessible by Western Forest
Products logging roads located south of Port Alice on the east
side of Neroutsos Inlet. Descriptions of the location and access
to the Queen property throughout this prospectus are provided by
our geologist Edward McCrossan and contained in his report dated
October 3, 2000. Mr. McCrossan obtained this information from
B.C. Ministry of Energy and Mines: Minfile 092L320, Capsule
Geology. The B.C. Ministry of Energy and Mines, a ministry of
the British Columbia provincial government, compiles
documentation on mineral occurrences in the province for public
viewing.
Exploration and Development History
Skaist Mines Ltd. investigated the area during 1969 and 1970,
completing geo-chemical and geophysical surveys on the Queen
property. Geo-chemical surveys involve using chemical tests in
the search for mineral deposits by analyzing stream or lake
sediments, natural waters, soil, rocks or vegetation for unusually
high traces of metals. The geo-chemical surveys conducted on the
Queen property found that mineralization was widespread.
Previous chip samples, small rock chips that are collected across
a section of surface rock on the property, were analysed in a
laboratory to determine their mineral content. These returned
values between 0.15% and 0.60% copper. These are considered
significant given that the nearby Island Copper Mine was economic
with an average grade of 0.41% copper.
Geophysical surveying is the search for mineral deposits by
measuring the physical property of near-surface rocks, and looking
for unusual responses caused by the presence of mineralization.
Electrical, magnetic, gravitational, seismic and radioactive
properties are the ones most commonly measured.
The land comprising the Queen property has not been used for any
purpose since Skaist Mines' investigation of it in 1969-70. The
claims are located in a remote, undeveloped area of Vancouver
Island. Western Forest Products has conducted logging operations
in the region surrounding the Queen property. Logging does not
affect the our plan for development of the property. Neither has
mining ever been conducted on the Queen property; it is solely an
exploration stage property. Accordingly, there are no open pit
or underground mines on the property, there are no plants or
equipment on the property and there is no electrical or other
power source on the property.
In order to keep the Queen property claims in good standing, in
June and July 2001 we retained Mr. Edward McCrossan to complete an
assessment report on the property. British Columbia law requires
that a holder of title to mineral claims must spend at least
CDN$100 per mineral claim unit per year in order to keep the
property in good standing. Since the Queen property consists of
20 claim units, we are required to spend at least CDN$2,000 on the
claims by October 2, 2001.
When Mr. McCrossan staked the Queen property in September 2000, he
gathered 50 rock samples from the claims surface and sent them to
Acme Analytical Laboratories Ltd. to be analysed for metal
content. Results indicated the presence of low level anomalies in
copper, molybdenum, zinc,
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silver and arsenic. Copper values
ranged up to 167 parts per million, or approximately 0.017%, zinc
values were as high as 151 parts per million, or approximately
0.015%. The highest silver value returned was 0.7 grams per
tonne. While these results do not indicate the presence economic
levels of metals on the property surface, they do suggest that
surface rocks contain significant levels of copper and zinc. As
leaching caused by precipitation often tends to carry metals such
as copper to greater soil depths, greater amounts of metals may be
encountered below surface.
In his assessment report, Mr. McCrossan indicates that his
proposed phase one exploration is still recommended. The
assessment report will be filed with the British Columbia mineral
titles office.
The cost of Mr. McCrossan's assessment work converted to U.S.
dollars from Canadian funds (CDN$1 = US$0.65) is as follows:
Geologist at $260 per day: $1,300
Vehicle rental $228
Hotel, food, gas, miscellaneous: $338
Assays $670
Drafting, typing, photocopies $179
Total: $2,715
To date, Mr. McCrossan has invoiced us $1,364.37 for this
assessment work.
The description of previous work conducted on the Queen property
is taken from the following two reports: Dodson, E.D. 1970:
Report on the Les Group of Mineral Claims; Mahatta River, B.C.
for Skaist Mines Ltd.; and Stokes, R.B. 1970: Geological and
Geochemical Report on the Les Claim Group for Skaist Mines Ltd.
Conclusions and Recommendations of the Geological Report
The geological report concluded that Northern Vancouver Island has
the potential to host precious metal or polymetallic mineral
occurrences and deposits. The Island Copper Mine, located 16
kilometres south of Port Hardy, and operated by BHP Minerals
Canada Ltd. between 1971 and 1994, produced 345 million tonnes of
ore averaging 0.41% copper, 0.017% molybdenum, 0.19 grams per
tonne gold and 1.4 grams per tonne silver.
The geological report has thus recommended further work be done on
the property in an initial phase program of grid emplacement
accompanied by geological, geo-chemical and geophysical surveys.
Grid emplacement involves dividing a portion of the property being
explored into small sections. Our consulting geologist will then
records results based on the section from which a sample is taken.
The geo-chemical portion of the initial phase program will consist
of our consulting geologist and his assistant gathering chip
samples and grab samples from property areas with the most
potential to host economically significant mineralization based on
past exploration results. Grab samples are soil samples or pieces
of rock that appear to contain precious metals such as gold and
silver, or
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industrial metals such as copper and nickel. All
samples gathered will be sent to a laboratory where they are
crushed and analysed for metal content.
Our consulting geologist will then oversee the conduct
magnetometer, VLF and induced polarization geophysical surveys
over the same grid area. The magnetometer method involves
measuring the strength of the earth's magnetic field. Variations
in the magnetic readings on the property may indicate the
increased likelihood of precious or base minerals in the area.
VLF, or very low frequency, surveys use radio waves to determine
whether rocks on a mineral property conduct electricity. Almost
all of the precious and base metals that we seek are above average
conductors of electricity and will affect VLF readings.
Induced polarization surveys measure various electrical responses
to the passage of alternating currents of different frequencies.
Readings can indicate the presence of certain types of mineral
deposits.
All information obtained from the initial phase work program is
plotted on a map to determine possible mineralised areas. Based
on positive results, we intend to conduct a phase two exploration
program on the Queen property consisting of trenching. Trenching
involves removing surface soil using a backhoe or bulldozer.
Samples are then taken from the bedrock below and analysed for
mineral content.
If sample results from the trenching program are encouraging, then
we intend to conduct a drilling program on the Queen property.
Drilling involves extracting a long cylinder of rock from the
ground to determine amounts of metals at different depths. Pieces
of the rock obtained, known as drill core, are analysed for
mineral content.
According to the report, this phase of work should be followed by
an exploration phase of detailed geological surveys and trenching
and then a third phrase of diamond drilling, if warranted.
The recommended budget for the first phase of the work program is
as follows:
Project administration and logistics: $3,300.00
Aerial photograph acquisition and interpretation: $1,500.00
Geologist ($270/day): $3,375.00
Geophysicist ($270/day): $3,375.00
Assistants ($70/day) $10,500.00
Sample processing: $5,500.00
Vehicle rental and fuel: $2,000.00
Field equipment and rental: $1,000.00
Travel, accommodations: $2,000.00
Data compilation and reports: $6,700.00
Drafting, typing, photocopies: $1,500.00
Miscellaneous: $350.00
----------
Total Phase I Costs: $41,100.00
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We intend to use our existing working capital to conduct this
phase of the recommended work program.
Our geologist Mr. McCrossan based his conclusions and
recommendations upon his visit to the Queen property and his
review of the following reports:
* B.C. Ministry of Energy and Mines: Minfile 092L320,
Capsule Geology. The B.C. Ministry of Energy and Mines,
a ministry of the British Columbia provincial government,
compiles documentation on mineral occurrences in the
province for public viewing.
* Dodson, E.D. 1970: Report on the Les Group of Mineral
Claims; Mahatta River, B.C. for Skaist Mines Ltd.;
* Stokes, R.B. 1970: Geological and Geochemical Report on
the Les Claim Group for Skaist Mines Ltd.
Description of Exploration Program
We intend to retain Mr. Edward McCrossan to complete the phase one
work program recommended in his geological report. Mr. McCrossan
graduated in 1984 from the University of British Columbia with a
bachelor's degree in geology. He is a member of the Society of
Economic Geologists, the Canadian Institute of Mining and
Metallurgy, a Fellow of the Geological Association of Canada and
a registered member in good standing of the Association of
Professional Engineers and Geoscientists of British Columbia.
Mr. McCrossan has conducted similar geological programs on
mineral claims located near the Queen property. As well, he has
been employed as a geologist by numerous mining companies and has
worked on projects in the United States, Thailand, China,
Argentina, Chile, Bolivia, Peru, Venezuela, Central America and
Mexico. If Mr. McCrossan is unavailable, we will retain another
geologist with comparable experience and credentials. We will
assist the geologist in retaining a geophysicist for the project,
as well as assistants. With the geologist's help, we will also
arrange vehicle and equipment rentals, as well as accommodation.
The work program will consist of:
* grid emplacement
* geological surveys
* geo-chemical surveys; and
* geophysical surveys
Grid emplacement will involve locating and identification of lines
and stations over the portion of the claims to be explored in
detail
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The geologist then maps the rock formations and alteration types
on the claims to determine which areas are most likely to host
significant copper mineralization. Rocks that contain significant
amounts of copper usually contain greater amounts of other
minerals as well. These other minerals are easier to locate and
may indicate the presence of copper. A geologist will often
choose these areas for the various surveys described below. The
geologist records such areas on a map of the grid described above.
The geochemical portion of the work program will consist of the
geologist overseeing the gathering of soil samples and rock chip
samples and grab samples from different sections of the grid that
have the potential to host economically significant mineralization
based on the types of rocks identified in the claim area. Grab
samples are pieces of rock or soil that the geologist specifically
selects because they may contain valuable precious or industrial
minerals such as gold and copper. Chip samples are obtained from
exposed surface rock. A geologist uses a tool, such as a hammer
or pick, to chip a piece of rock from a larger rock. The
geologist and his assistants place these grab and chip samples in
plastic bags and then number them to indicate from which section
of the grid the sample was taken. The samples are then shipped to
an analytical laboratory where each is crushed and analysed for
metal content. The laboratory then prepares a report detailing
the quantity of certain metals, such as gold, silver and copper,
found in each sample. The geologist plots the sample results on a
map of the grid.
In addition to collecting samples from the Queen claims, Mr.
Edward McCrossan also recommends a geophysical survey of the
property. Geophysics involves the search for mineral deposits by
measuring the physical properties of near-surface rocks.
Specifically, we intend to conduct magnetometer, VLF and induced
polarization surveys over the Queen claims grid.
The magnetometer method involves measuring the strength of the
earth's magnetic field. Variations in measurements are caused by
natural variations in the amount of magnetic minerals present in
rocks. The most important of these are magnetite and pyrrhotite,
which may indicate the presence of precious and industrial
minerals. A magnetometer survey will be used to search for these
minerals.
Our geologist will conduct this survey using a hand-held device.
Results are plotted alongside geological maps of the same area.
The geologist then attempts to explain areas of high readings in
terms of rock types or structures. If this cannot be done
satisfactorily, then future investigation of these areas may be
warranted in the future.
Next, our geologist will oversee a VLF, or very low frequency,
electromagnetic survey using equipment that measures a secondary
electromagnetic field to determine whether rocks on a mineral
property conduct electricity. The copper mineralization that we
are attempting to locate is an above average conductor of
electricity and will affect VLF readings if it is present. Again,
our geologist will plot VLF survey results on the map of the grid.
The last survey that our geologist will conduct on the Queen
property is an induced polarization survey. A pulse of current is
passed through one pair of electrodes and the ground retains some
of this energy in the form of an electrical charge. The length of
time that the ground retains the charge is measured at the other
pair of electrodes in milliseconds. Areas that have a high
chargeability,
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meaning that they can retain a charge for a long
time, may indicate the presence of certain minerals such as
copper.
After all the geochemical and geophysical surveys are complete,
the geologist compiles the various data and plots it on the grid
map. By analysing the data, the geologist is able to determine
whether additional work is warranted on the Queen property.
If warranted, we intend to conduct a phase two exploration program
on the Queen property consisting of trenching the most prospective
areas. Trenching involves removing surface soil and overburden
using a backhoe or bulldozer. Samples are then taken from the
bedrock below and analysed for metal content by the laboratory.
If sample results from the trenching program indicate that there
is potential to develop an economic copper mine on the claims,
then we intend to conduct a drilling program on the Queen
property. Drilling involves extracting a long cylinder of rock
from the ground to determine the amounts of metals occurring in
the rock at different depths. Pieces of the rock obtained, known
as drill core, are analysed for metal content in the same manner
described above.
We have not conducted any exploration on the Queen property to
date --- Mr. Edward McCrossan, while he was staking the Queen
property on our behalf, conducted a two-day site visit to the
property and made general observations regarding the property's
geology which are contained in his geological report. The size of
our staff will not affect our ability to execute our exploration
plans. We will retain consultants to conduct the intended work
programs on the Queen property. British Columbia has a notable
mining-based workforce component resulting from the operation of
various mines and the prevalence of junior mining companies in the
province.
There are three phases of exploration on the Queen property:
* Phase 1: Grid emplacement accompanied by geological,
geochemical and geophysical surveys. We
expect phase one to commence September 2001,
cost $41,100 and take about three months to
complete. At the conclusion of phase one, our
geologist will either recommend further work
or abandonment of the Queen property;
* Phase 2: Trenching. If our geologist recommends
further work on the Queen property and
sufficient financing is arranged, trenching
will be conducted in phase two. We
anticipate this program will commence by
February 2002, cost approximately $100,000
and take about three months to complete. At
the conclusion of this phase, our consulting
geologist will either recommend further work
or abandonment of the Queen property. We
estimate the costs for phase two will
breakdown as follows:
Phase 2 -Trenching
------------------
geologist: $10,000
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assistants: $30,000
assays: $8,000
equipment rental and fuel: $30,000
travel and accommodation: $5,000
data compilation and reports: $10,000
drafting, typing, photocopies: $3,000
miscellaneous: $4,000;
* Phase 3: Drilling. Phase three will begin if our
geologists recommends its undertaking and
sufficient financing is arranged. We expect
this program to commence by May 2002, cost
about $200,000 and take approximately four
months to complete. At the conclusion of the
program, our consulting geologist will either
recommend further work or abandonment of the
Queen property. We estimate the costs for
phase three will breakdown as follows
Phase 3 - Drilling
------------------
diamond drilling, including labor: $120,000
assays: $20,000
geologist: $25,000
travel and accommodation: $10,000
data compilation and reports: $15,000
drafting, typing, photocopies: $6,000
miscellaneous: $4,000;
* Post-Phase 3: If results of Phase three are positive,
we will either try to sell the property or
negotiate with a major mining company, or we
may decide to conduct additional drilling on
the property.
Each successive phase is based on positive results from the
previous phase. Assuming that the three phases are successful and
the Queen property continues to show potential for hosting an
economic copper deposit, we would likely undertake another drill
program to establish additional copper reserves on the property.
Such a program would be based on recommendations from our
geologist.
Typically, a junior resource company such as ours does not place
its mineral properties in production. Once we establish that the
Queen property has good potential to host an economic copper
deposit, which we cannot assure investor will ever occur, our
intention would be to sell, or joint venture, the property to a
major mining company that is better equipped to develop it
further. It is expected that we would receive cash for selling a
majority interest in the property and retain a small minority
interest.
With respect to surveying, the Queen property was staked in
accordance with the provisions of the British Columbia Mineral
Tenure Act. However, we have not conducted surveys on the Queen
property and there is a risk that the boundaries thereof could be
challenged or impugned.
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In the event that we do not have adequate funding to implement our
business plan, namely conducting the recommended phase one
exploration program on the Queen property, we expect to conduct
exploration in smaller phases. For instance, we may hire a
geologist to complete a geochemical survey of the property for
approximately $10,000. Based on results from such a survey and on
our ability to raise additional financing for exploration, we
would complete a geophysical survey at a later date. Our total
costs for the phase one exploration program would increase by
about $10,000 if we were required to complete the program in
several visits to the property.
If we abandon our exploration plans in any phase, we expect to
attempt to acquire interests in additional North American mineral
properties with potential to host economic mineral deposits.
Compliance with Government Regulation
We will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to
the exploration of minerals in Canada generally, and in the
Province of British Columbia, specifically. Under these laws,
before production, we have the right to explore the property,
dependent only to a notice of work which may entail posting a
bond. In addition, production of minerals in the Province of
British Columbia will require prior approval of applicable
governmental regulatory agencies. We cannot assure investors that
such approvals will be obtained. The cost and delay involved in
attempting to obtain such approvals cannot be known at this time.
We have budgeted for regulatory compliance costs in the proposed
work program recommended by the geological report. British
Columbia law requires that a holder of title to mineral claims
must spend at least CDN$100 per mineral claim unit per year in
order to keep the property in good standing, which we have done.
We will also have to sustain the cost of reclamation and
environmental mediation for all exploration (and development)
work undertaken. The amount of these costs is not known at this
time as we do not know the extent of the exploration program that
will be undertaken beyond completion of the recommended work
program. Because there is presently no information on the size,
tenor, or quality of any resource or reserve at this time, it is
impossible to assess the impact of any capital expenditures on
earnings, our competitive position or us in the event a
potentially economic deposit is discovered.
In conducting exploration on the Queen property, we will be
subject to the British Columbia Mineral Exploration Code and the
Health, Safety and Reclamation Code. Prior to undertaking
mineral exploration activities, we must make application under
the British Columbia Mines Act for a permit. A permit is issued
within 45 days of a complete and satisfactory application. We do
not anticipate any difficulties in obtaining a permit.
If we enter into production, the cost of complying with permit
and regulatory environment laws will be greater than in phase one
because the impact on the project area is greater. Permits and
regulations will control all aspects of any production program if
the project continues to that stage because of the potential
impact on the environment. Examples of regulatory requirements
include:
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- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise
re-mediated;
- Dumping of material on the surface will have to be re-
contoured and re-vegetated;
- An assessment of all material to be left on the surface
will need to be environmentally benign;
- Ground water will have to be monitored for any
potential contaminants;
- The socio-economic impact of the project will have to
be evaluated and if deemed negative, will have to be
re-mediated; and
- There will have to be an impact report of the work on
the local fauna and flora.
However, we have no intention of placing the Queen property into
commercial production ourselves. Rather, we anticipate selling a
majority interest in the property to a major mining company
familiar with production if results from our exploration on the
property warrant. Such a company would be responsible for
complying with British Columbia environmental regulations.
During the exploration phase, a bond will need to be provided
covering possible land disturbance. In the case of normal
fieldwork, this should be minimal. The costs of compliance with
environmental regulations in the production phase are variable
and cannot be determined at this time. We must commence
reclamation of the Queen property within one year of cessation of
exploration activities on the property. We will be required to
burn, bury or remove all refuse. We must also remove all
exploration camp materials and equipment, and divert surface
drainage around areas which have been reclaimed. Mr. Edward
McCrossan estimates that government required reclamation measures
will cost us approximately $25,000, assuming we complete all
three phases of exploration, including drilling. No reclamation
will be necessary if we only complete the first recommended phase
of exploration.
Employees
As of the date of this prospectus, we do not have any employees
other than our officers. We intend to retain independent
geologists and consultants on a contract basis to conduct the
proposed work programs on the Queen property.
Research and Development Expenditures
We have not incurred any research or development expenditures
since our incorporation. Pursuant to our property staking
agreement with Mr. McCrossan, we paid him a total of $5,150. As
part of this arrangement, Mr. McCrossan completed an initial
assessment of the property valued at approximately $2,715, of
which Mr. McCrossan has invoiced us $1,364.37 to date.
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Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or
trademark.
Plan Of Operations
Our plan of operations for the twelve months following the date
of this registration statement is to complete the following
objectives within the time periods specified, assuming we obtain
the funding necessary for the continued exploration and
development of the Queen property and for the acquisition and
development of additional mineral properties:
1. We plan to commence the recommended exploration program on
the Queen property consisting of geological, geo-chemical
and geophysical surveys as soon as we are able to retain a
geologist qualified to conduct it. Depending on his
schedule, we intend to retain Mr. Edward McCrossan. He will
need to make the necessary arrangements to retain a
geophysicist to conduct a geophysical survey of the Queen
property as well as several assistants. He will also need to
arrange for the rental or purchase of equipment and for
accommodation supplies. We anticipate that the geologist
will complete these arrangements by September 2001. We
anticipate that the cost of this part of the recommended
work program will cost approximately $41,100. Our ability
to complete our exploration program on schedule depends on
the weather and, to a lesser extent, access to the property.
The Queen property is accessible throughout the entire year
by logging roads. In some areas of the property, second
growth vegetation in previously logged areas can be dense and
difficult to transverse. Rainfall, at times, can be heavy
and continuous. On rare occasions, Vancouver Island may
encounter substantial snow accumulations which could delay
exploration for up to several months.
We then expect the phase one work program on the Queen
property to commence in September 2001 and to take
approximately three months. This time frame includes the
periods necessary to complete the actual field work, to
obtain assay results from the laboratory, to compile the data
from the program and to prepare a geological report
disclosing the results of the program.
Following completion of the phase one work program, our
geologist will compile exploration results and prepare a
geological report either recommending that we conduct
further work on the property or recommending that we abandon
the property due to poor results. Results are considered
"positive" if they confirm that the property still has the
potential to host an economic copper reserve. Previous
samples from the property have yielded between 0.15% and
0.60% copper. The nearby profitable Island Copper Mine
produced 345 million tonnes of ore averaging 0.41% copper.
If results from the phase one program suggest that a similar
reserve may be found on the Queen property, they would be
considered positive.
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2. If results from phase one of the work program on the
Queen property are positive, we will attempt to raise the
funds necessary to conduct a second phase of exploration on
the property to consist of detailed geological surveys and
trenching. We expect to raise this money through the sale
of our securities on a private placement basis. Our ability
to raise this money, estimated to be approximately $100,000,
will depend on the market conditions at the time, the price of
copper and the results from the phase one program. If we are
unable to raise the necessary funds, we will be forced to find
a joint venture partner for development of the property or to
abandon the property. If we locate a joint venture partner,
we will likely be forced to provide it will a portion of our
interest in the Queen property in exchange for a commitment
to fund further exploration.
Based on raising the necessary financing and positive
exploration results, we expect to commence a phase two work
program on the Queen property by February 2002. Again,
based upon successful results and our ability to raise
further financing, we anticipate commencing a phase three
drilling program on the property by May or June 2002. The
drill program is estimated to cost $200,000.
3. We anticipate spending approximately $2,000 in ongoing
general and administrative expenses per month for the next
twelve months.
Our completion of the work program and investigation and
acquisition of additional mineral property interests depends on us
obtaining adequate financing. During the 12-month period
following the date of this registration statement, we do not
anticipate that we will generate any revenue. We intend to raise
additional capital through private or public offerings of our
common stock. We do not have any financing arranged, nor has an
underwriter expressed an interest in a public offering.
Accordingly, we cannot assure investors that additional funding
will be available. In the absence of such financing, our business
plan will fail.
We will attempt to finance future exploration programs through the
sale of our securities on a private placement basis. If this is
unsuccessful, we will attempt to locate one or more joint venture
partners that would help finance further exploration of the Queen
property in exchange for an interest in the property. We have
not undertaken any efforts to locate a joint venture partner for
the Queen property nor have we identified any potential joint
venture partners. Any joint venture arrangement would likely
require us to transfer a percentage of our interest in the Queen
property to the joint venture partner. If we decide to pursue
joint venture development of the Queen property, we would likely
contact companies who are currently conducting development work
on mineral properties in close proximity to the Queen property,
or companies that are involved in the development of
copper/gold/silver properties similar to the Queen property.
The terms that we would likely propose to a joint venture partner
would be to acquire up to a 50% interest in the Queen property,
subject to a pro rata portion of Mr. McCrossan's net smelter
returns royalty, by making significant cash payments or share
issuances, in the case of publicly trading partners, to us, as
well as the joint venture partner paying 50% of all further
exploration expenditures to be incurred on the Queen property.
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Any company interested in acquiring an interest in the Queen
property would likely require that Mr. McCrossan either register
part of the claims in that company's name, or acknowledge in
writing that he holds a portion of the property in trust for this
other company. Mr. McCrossan has indicated that he is prepared
to transfer title to the Queen property as we direct. Our
staking agreement with Mr. McCrossan confirms that he holds the
claims in trust.
Mr. McCrossan's 2% net smelter returns royalty would be unlikely
to deter a joint venture partner from entering into an agreement
with us. Such a royalty is not seen as holding significant value
until an economic deposit is discovered on a property.
However, if an economic resource is discovered, this may impact
our ability to reach an arrangement with a major mining company.
If a mining company believes that mining operations on the Queen
property would be marginally economic, the royalty may be a
determining factor in deciding whether to become involved in the
project. In such a situation, the major mining company may
refuse to acquire an interest in the property from us, or may
attempt to purchase the royalty from Mr. McCrossan.
Based on the nature of our business, we anticipate incurring
operating losses in the foreseeable future. We base this
expectation, in part, on the fact that very few mineral
properties in the exploration stage ultimately develop into
producing, profitable mines. Our future financial results are
also uncertain due to a number of factors, some of which are
outside our control. These factors include, but are not limited
to:
* our ability to raise additional funding
* the market for minerals such as copper and gold
* results of our proposed exploration programs on the Queen property
* our ability to find joint venture partners for the development of
our property interests
If we are successful in completing an equity financing, existing
shareholders will experience dilution of their interest in our
company. In the event we are not successful in raising
additional financing, we anticipate that we will not be able to
proceed with our business plan. In such a case, we may decide to
discontinue our current business plan and seek other business
opportunities. In the event no other such opportunities are
available, we may be forced to discontinue business.
We currently have cash on hand of $69,870. We anticipate that
during the next 12 months, we will spend $21,000 on general and
administrative costs, leaving approximately $49,000 for mineral
property exploration and development expenditures. These funds
will be sufficient for us to complete the phase one work program
on the Queen property. Whistler will not be making any purchases
of plants or significant equipment before June 2002. The only
significant assets, if any, that we intend to acquire during the
coming twelve months are mineral properties. We do not
specifically have any additional resource properties in mind for
acquisition. However, we do intend to focus on the acquisition
of gold and copper claims located in North America.
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Acquisition targets will depend on market conditions and precious
and base metal prices. We do not intend to consider any acquisition
opportunities until we complete the initial phase exploration
program on the Queen property. If our consulting geologist does
not recommend additional work on the Queen property after
analyzing results from the first phase of exploration, and if we
are unable to raise additional funds to acquire interests in
other mineral properties, we may consider entering alternative
business sectors.
If the results of the phase one exploration program warrant, we
intend to conduct further phases. A phase two program consisting
of detailed geological surveys and trenching is estimated to cost
$100,000. A phase three program consisting of drilling is
estimated to cost $200,000. The anticipated cost of the phase
three is in excess of our projected cash reserves remaining upon
completion of phase two of the exploration program.
We do not currently have the cash on hand to cover the costs of
further exploration programs. We anticipate raising these funds
through the sale of our securities on a private placement basis,
or by developing the property on a joint venture basis. Due to
the nature of our business and the high risk involved, we will
not qualify for bank or traditional debt financing. The amount
of time and financing required to develop a grass roots
exploration project such as the Queen property into a producing
mining operation, and the likelihood of failure makes banks and
other institutions are usually unwilling to finance early phase
drilling programs. We do not have any arrangements in place for
any future equity financing. We cannot assure investors that we
will be able to raise sufficient funding from the sale of our
common stock to fund phases two or three of the exploration
program. If results from phase one are disappointing and we are
unable to raise funds for successive work program, we intend to
abandon the Queen property. We then intend to pursue the
acquisition of alternative mineral properties or alternative
business opportunities that investors would be prepared to
finance.
We do not anticipate generating revenue from the Queen property
in the foreseeable future. If a phase three drilling program on
the property is successful, we may be able to market it to or
joint venture with a major mining company. Typically, major
mining companies will pay cash and issue securities to purchase a
property that has a potentially economic mineral deposit. They
may also attempt to purchase all the issued and outstanding
securities of the junior resource company that owns the property.
It is not until this point that we would generate significant
revenue.
If the potential of the Queen property is not clear following a
phase three drilling program, we may have to complete additional
drilling programs on the property to establish that the property
has the potential to host economic quantities of copper and this
will require additional funding.
Due to our lack of operating history and present inability to
generate revenues, our auditors have stated their opinion that
there currently exists substantial doubt about our ability to
continue as a going concern.
We intend to retain consultants rather than hire employees, which
is typical in the junior resource business. This is in our best
interests since exploration programs are conducted on a periodic
basis. As well, exploration can only be conducted on some
mineral properties at certain times of
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the year. It would not be
economic to be paying employees wages or making severance
payments when we are not actively engaged in an exploration
program.
There is a large pool of qualified labor with expertise in the
mineral exploration field that lives in British Columbia. Due to
the current low price of many precious and base metals, such
employees are readily available at reasonable rates.
Results of Operations
We have had no operating revenues since we incorporation on April
12, 2000. Our activities have been financed from the proceeds of
share subscriptions. Since our incorporation, we have raised a
total of $89,300 from private offerings of its securities. From
incorporation to January 31, 2001, we incurred $3,336 in
professional fees consisting entirely of legal fees. For the
period from April 12, 2000 to January 31, 2001, we incurred
general and administrative expenses of $178and rent and office
costs totalling $4,500. From February 1, 2001 to July 31, 2001,
the company incurred $9,000 in professional fees consisting of
legal fees ($5,500) and audit costs ($3,500). The audit costs
relate to the preparation of the Company's audited financial
statements for the period ended January 31, 2001. The legal fees
relate to services associated with the incorporation of the
Company, the Company's acquisition of an interest in the Queen
property, various share offerings, the preparation of an offering
memorandum and preparation of the registration statement on Form
SB-2. During the six month period ended July 31, 2001, we
incurred general and administrative expenses of $599, and rent
and office costs totalling $3,000. The professional fees described
in our audited financial statements consist entirely of legal fees
relating to the preparation of our SB-2 registration statement.
We generated interest income of $761 during the six month period
ended July 31, 2001and realized a net loss of $11,838 during that
period.
At July 31 2001, we had cash on hand of $69,870, accounts payable
of $364 and $7,500 due to our President, Mr. Dewey Jones, for rent
and office expenses. The cash on hand figure relates to $89,300
that we raised through the sale of our common stock and interest
on these funds of $1,366.00, less $21,158 representing amounts
paid to suppliers.
Description Of Property
Our executive offices are located at 4340 E. Washington Avenue,
Suite 107, Las Vegas Nevada, 89110. This office space is provided
to us by our president through a letter office services agreement.
The Queen property is accessible throughout the entire year by
logging roads. In some areas of the property, second growth
vegetation in previously logged areas can be dense and difficult
to transverse. The Queen property consists of 20 mineral claims
units approximately 20 kilometres west-northwest of Port Alice on
Vancouver Island, Nanaimo Mining Division, British Columbia,
Canada. We hold a 100% interest in these twenty staked claims
except for a 2% net smelter returns royalty for the sum of $2,550
payable upon execution of the agreement and a further $2,600
payable by October 10, 2000. We made these two payments by the
required deadlines Mr. McCrossan
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sold this interest to us and
currently holds the Queen property in trust for us as provided by
paragraph 4.2 of the property staking and sales agreement dated
September 19, 2000.
The land comprising the Queen property has not been used for any
purpose since Skaist Mines' investigation of it in 1969-70.
Western Forest Products has conducted logging operations in the
region surrounding the Queen property but logging does not affect
the our plan for development of the property. Mining has never
been conducted on the Queen property; it is solely an exploration
stage property. Accordingly, there are no open pit or
underground mines on the property, there are no plants or
equipment on the property and there is no electrical or other
power source on the property.
Certain Relationships And Related Transactions
Except as noted below, none of the following parties has, since
our date of incorporation, had any material interest, direct or
indirect, in any transaction with us or in any presently proposed
transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly,
shares carrying more than 10% of the voting rights attached
to our outstanding shares of common stock;
* Any of our promoters;
* Any relative or spouse of any of the foregoing persons who
has the same house as such person.
Shares were sold in private offerings to the following relatives
of Dewey Jones, the president, CEO and a director of our company:
Name of Relative Number of Shares Relationship to Director
---------------- ---------------- ------------------------
Irma Jones 50,000 wife
Eldon Jones 50,000 father
Ida Jones 50,000 mother
Jason Jones 50,000 son
By an agreement dated May 1, 2000, we also agreed to pay $500 per
month in consideration of office rent to Dewey Jones, our
president and director.
Market For Common Equity And Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We
anticipate applying for trading of our common stock on the over
the counter bulletin board upon the effectiveness of the
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registration statement of which this prospectus forms a part.
However, we cannot assure investors that our shares will be
traded on the bulletin board or, if traded, that a public market
will materialize.
Holders of Our Common Stock
As of the date of this registration statement, we had 40
registered shareholders.
Registration Rights
We have not granted registration rights to the selling
shareholders or to any other persons.
Dividends
There are no restrictions in our articles of incorporation or
bylaws that restrict us from declaring dividends. The Nevada
Revised Statutes, however, do prohibit us from declaring dividends
where, after giving effect to the distribution of the dividend:
(1) we would not be able to pay our debts as they become
due in the usual course of business; or
(2) our total assets would be less than the sum of our
total liabilities, plus the amount that would be needed
to satisfy the rights of shareholders who have
preferential rights superior to those receiving the
distribution.
We have not declared any dividends. We do not plan to declare
any dividends in the foreseeable future.
Rule 144 Shares
A total of 3,800,000 shares of our common stock will be available
for resale to the public after September 5, 2001, in accordance
with the volume and trading limitations of Rule 144 of the Act.
In general, under Rule 144 as currently in effect, a person who
has beneficially owned shares of a company's common stock for at
least one year is entitled to sell within any three month period
a number of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock
then outstanding which, in our case, will equal
approximately 84,500 shares as of the date of this
prospectus; or
2. the average weekly trading volume of the company's common
stock during the four calendar weeks preceding the filing of
a notice on form 144 with respect to the sale.
Sales under Rule 144 are also must comply with manner of sale
provisions and notice requirements and to the availability of
current public information about the company.
Under Rule 144(k), a person who is not one of the company's
affiliates at any time during the three months preceding a sale,
and who has beneficially owned the shares proposed to be sold for
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at least 2 years, is entitled to sell shares without complying
with the manner of sale, public information, volume limitation or
notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates
hold 3,800,000 of the shares that may be sold pursuant to Rule
144 after September 5, 2001.
Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by,
or paid to our executive officers by any person for all services
rendered in all capacities to us from the date of our inception
until December 31, 2000.
Annual Compensation Long Term Compensation
------------------- ----------------------
Other All
Annual Other
Com- Com-
pen- Restricted pen-
sa- Stock Options/* LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs (#)payouts($)tion
---- ----- ---- ------ ----- ------ ------- ------- --------- ----
Dewey
Jones Presi- 2000 0 0 0 0 0 0 0
dent,
CEO,
Director
Stacy
Fling Secre- 2000 0 0 0 0 0 0 0
tary,
Treasurer,
and
Director
Gregory
Navone Director 2000 0 0 0 0 0 0 0
None of our directors have received monetary compensation since
our incorporation to the date of this registration statement. We
currently do not pay any compensation to our directors serving on
our board.
Stock Option Grants
We have not granted any stock options to the executive officers
since our incorporation on April 12, 2000.
Employment Agreements
We do not have an employment or consultant agreement with Mr.
Dewey Jones, our president, chief executive officer and a
director. We do not pay any salary to Mr. Jones. Mr. Jones
spends 15% of his time working for us.
We do not have an employment or consultant agreement with Ms.
Stacey Fling, our secretary,
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treasurer and a director. We do not
pay any salary or consulting fees to Ms. Fling. Ms. Fling spends
25% of her time working for us.
We do not have an employment or consultant agreement with Mr.
Gregory Navone, one of our directors. We do not pay any salary
to Mr. Navone.
We do not have any agreements providing for the future
compensation of our officers and directors.
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Index To Financial Statements
Our audited financial statements, as described below, are attached hereto.
1. Audited financial statements for the period ended January 31, 2001,
including:
(a) Auditors' Report
(b) Balance Sheet;
(c) Statement of Loss and Deficit;
(d) Statement of Cash Flows;
(e) Statement of Stockholders' Equity; and
(f) Notes to Financial Statements.
2. Un-audited Financial Statements
(a) Balance Sheet as of July 31, 2001 and January 31, 2001
(b) Statement of Loss and Deficit for the six-month period
ending July 31, 2001
(c) Statement of Cash Flows for the six-month period ending
July 31, 2001
(d) Statement of Stockholders Equity for the period ending
July 31, 2001
(e) Notes to Un-audited Financial Statements
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WHISTLER INVESTMENTS, INC.
FINANCIAL STATEMENTS
January 31, 2001
AUDITORS' REPORT
BALANCE SHEET
STATEMENT OF LOSS AND DEFICIT
STATEMENT OF CASH FLOWS
STATEMENT OF STOCKHOLDERS' EQUITY
NOTES TO FINANCIAL STATEMENTS
<Page>
LANCASTER & DAVID Incorporated Partners
----------------- David E. Lancaster, CA
Chartered Accountants Michael J. David, CA
Associates
B.R. (Doc) Street, CA
Frank E. Powell, CA
AUDITORS' REPORT
========================================================================
To the Directors of Whistler Investments, Inc.
We have audited the balance sheet of Whistler Investments, Inc. as at
January 31, 2001 and the statements of loss and deficit, cash flows and
stockholders' equity for the period from incorporation on April 12,
2000 to January 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with United States and Canadian
generally accepted auditing standards. Those standards require that we
plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at January
31, 2001, and the results of its operations and its cash flows for the
period from incorporation on April 12, 2000 to January 31, 2001 in
accordance with United States generally accepted accounting principles.
/S/ Lancaster & David
CHARTERED ACCOUNTANTS
Vancouver, B.C.
February 15, 2001
COMMENTS BY INDEPENDENT AUDITORS FOR U.S. READERS
ON CANADA - U.S. REPORTING CONFLICT
========================================================================
In the United States, reporting standards for auditors require the
expression of an explanatory paragraph when the financial statements
are affected by significant uncertainties that raise a substantial
doubt on the continuance of the Company as a going concern as described
in Note 1 of the financial statements. The opinion in our report dated
February 15, 2001 does not contain an explanatory paragraph as such
opinion would not be in accordance with Canadian reporting standards
for auditors if the significant uncertainties are adequately disclosed
in the financial statements.
/S/ Lancaster & David
CHARTERED ACCOUNTANTS
Vancouver, B.C.
February 15, 2001
Burnaby Office - Suite 3, 7375 Kingsway, Burnaby, BC,
Canada, V3N 3B5 Facsimile: (604) 524-9837
Vancouver Office - Suite 3240, 666 Burrard Street, Vancouver, BC,
Canada, V6C 2X8 Facsimile: (604) 602-0867
Telephone: (604) 717-5526 Email: admin@lancasteranddavid.ca
<Page>
WHISTLER INVESTMENTS, INC.
BALANCE SHEET
January 31,
2001
===============================================================================
ASSETS
CURRENT
Cash $ 78,708
Prepaid expenses 2,533
-------------------------------------------------------------------------------
81,241
MINERAL PROPERTY (Note 3) 5,150
-------------------------------------------------------------------------------
$ 86,391
===============================================================================
LIABILITIES
CURRENT
Accounts payable and accrued liabilities $ 364
Due to related parties (Note 4) 4,500
-------------------------------------------------------------------------------
4,864
-------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
PREFERRED STOCK, $0.001 par value per share
Authorized - 5,000,000 shares
Issued - Nil -
COMMON STOCK, $0.001 par value per share
Authorized - 70,000,000 shares
Issued - 8,450,000 shares 8,450
ADDITIONAL PAID IN CAPITAL 80,850
DEFICIT (7,773)
-------------------------------------------------------------------------------
81,527
-------------------------------------------------------------------------------
$ 86,391
===============================================================================
Approved on behalf of the Board:
"Dewey Jones" signed "Stacey Fling" signed
---------------------------------- ----------------------------------
Dewey Jones - Director Stacey Fling - Director
The accompanying notes are an integral part of these financial
statements
<Page>
WHISTLER INVESTMENTS, INC.
STATEMENT OF LOSS AND DEFICIT
FROM INCORPORATION ON APRIL 12, 2000 TO JANUARY 31, 2001
===============================================================================
REVENUE
Interest income $ 241
-------------------------------------------------------------------------------
EXPENSES
General and administrative 178
Professional fees 3,336
Rent and office 4,500
-------------------------------------------------------------------------------
8,014
-------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD (7,773)
DEFICIT, BEGINNING OF PERIOD -
-------------------------------------------------------------------------------
DEFICIT, END OF PERIOD $ (7,773)
===============================================================================
BASIC LOSS PER SHARE $ (0.002)
Weighted Average number of shares outstanding 4,084,211
The accompanying notes are an integral part of these financial
statements
<Page>
WHISTLER INVESTMENTS, INC.
STATEMENT OF CASH FLOWS
FROM INCORPORATION ON APRIL12, 2000 TO JANUARY 31, 2001
===============================================================================
CASH FLOWS PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Interest income and other received $ 605
Paid to suppliers (11,197)
-------------------------------------------------------------------------------
(10,592)
-------------------------------------------------------------------------------
FINANCING ACTIVITIES
Common stock issued for cash 8,450
Additional paid in capital 80,850
-------------------------------------------------------------------------------
89,300
-------------------------------------------------------------------------------
INCREASE IN CASH 78,708
CASH, BEGINNING OF PERIOD -
-------------------------------------------------------------------------------
CASH, END OF PERIOD $ 78,708
===============================================================================
The accompanying notes are an integral part of these financial
statements
<Page>
WHISTLER INVESTMENTS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
FROM INCORPORATION ON APRIL 12, 2000 TO JANUARY 31, 2001
Common Stock Additional
---------------------- Paid In Accumulated
Shares Amount Capital Deficit Total
===============================================================================
BALANCE, beginning of
Period - $ - $ - $ - $ -
Issuance of stock for
Cash 8,450,000 8,450 80,850 - 89,300
Net loss for the period - - - (7,773) (7,773)
-------------------------------------------------------------------------------
BALANCE, as at
January 31, 2001 8,450,000 $ 8,450 $80,850 $ (7,773) $ 81,527
===============================================================================
The accompanying notes are an integral part of these financial
statements
<Page>
WHISTLER INVESTMENTS, INC.
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2001
===============================================================================
NOTE 1 - NATURE OF OPERATIONS
The Company was incorporated in the State of Nevada, USA on April 12,
2000 under the name Whistler Investments, Inc.
The Company's principal business is the exploration and development of
mineral resources. There is no assurance that the Company will
successfully acquire businesses or assets that will produce a profit.
Moreover, if a potential business or asset is identified which warrants
acquisition or participation, additional funds may be required to
complete the acquisition or participation and the Company may not be able
to obtain such financing on terms which are satisfactory to the Company.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and
discharge its liabilities in the normal course of business. The Company
has neither a history of earnings nor has it paid any dividends and it is
unlikely to pay dividends or enjoy earnings in the immediate or
foreseeable future. The continuation of the Company as a going concern is
dependent upon the continued financial support from its shareholders and
other related parties, the ability of the Company to obtain necessary
equity financing to continue operations, and the attainment of profitable
operations. There is no assurance that the Company will successfully
acquire businesses or assets that will produce a profit. Moreover, if a
potential business or asset is identified which warrants acquisition or
participation, additional funds may be required to complete the
acquisition or participation and the Company may not be able to obtain
such financing on terms which are satisfactory to the Company. These
financial statements do not include any adjustments to the recoverability
and classification of recorded asset amounts and classification of
liabilities that might be necessary should the Company be unable to
continue as a going concern.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
Cash equivalents consist of highly liquid investments, which are readily
convertible into cash with maturities of three months or less when
acquired. As at January 31, 2001 there were no cash equivalents.
Mineral Properties
The Company capitalizes the acquisition cost of mineral properties.
Exploration costs, such as prospecting and geophysical analysis, are
expensed as incurred, and pre-production development costs are generally
capitalized on an individual property basis. These costs, which do not
necessarily reflect present values, will be amortized over the estimated
productive lives of the properties following the commencement of
commercial production using the unit of production method. If a property
is subsequently abandoned, sold or determined not to be economic, all
related costs are written down. It is reasonably possible that
economically recoverable reserves may not be discovered and accordingly a
material portion of the carrying value of mineral properties and related
deferred exploration costs could be written off. Properties acquired
under option agreements whereby payments are made at the sole discretion
of the Company are recorded in the accounts at such time as the payments
are made. Although the Company has taken steps to verify title to mineral
properties in which it has an interest, according to the usual industry
standards for the stage of exploration of such properties, these
procedures do not guarantee the Company's title. Such properties may be
subject to prior agreements or transfers and title may be affected by
undetected title defects.
Foreign Currency Translation
The financial statements are presented in United States dollars. Foreign
denominated monetary assets and liabilities are translated to their
American dollar equivalents using foreign exchange rates in effect at the
balance sheet date. Non-monetary items are translated at historical
exchange rates, except for items carried at market value, which are
translated at the rate of exchange in effect at the balance sheet date.
Revenues and expenses are translated at average rates of exchange during
the period. Exchange gains or losses arising on foreign currency
translation are included in the determination of operating results for
the period.
Loss per Share
The loss per share figure has been calculated using the weighted average
number of shares outstanding during the period. Fully diluted loss per
common share has not been presented, as there were no convertible or
dilutive securities outstanding at period end.
<Page>
WHISTLER INVESTMENTS, INC. Page 2
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2001
===============================================================================
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Estimates and Assumptions
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the period. Actual results could differ from those
estimates.
Financial Instruments
The fair value of the Company's current assets and current liabilities
were estimated to approximate their carrying values due to the immediate
or short-term maturity of these financial instruments.
NOTE 3 - MINERAL PROPERTY
By an agreement dated September 19, 2000, the Company acquired a 100%
interest, subject to a 2% net smelter royalty, in the Queen mineral
property in consideration for the payment of $5,150. This property
consists of 20 mineral claim units located in the Nanaimo Mining
Division, British Columbia, Canada.
NOTE 4 - RELATED PARTY TRANSACTIONS
By an agreement dated May 1, 2000, the Company agreed to pay $500 per
month in consideration of office rent to the president and director of
the Company. No compensation has been recognized for services provided
by the directors or officers during the period as the amounts are
immaterial in the aggregate.
<Page>
WHISTLER INVESTMENTS, INC.
FINANCIAL STATEMENTS
(Unaudited Prepared by Management)
(Stated in U.S. Dollars)
<Page>
WHISTLER INVESTMENTS, INC.
BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
JULY 31, 2001 JANUARY 31, 2001
===============================================================================
Unaudited) (Audited)
ASSETS
CURRENT
Cash $ 69,870 $ 78,708
Prepaid expenses 2,533 2,533
-------------------------------------------------------------------------------
72,403 81,241
MINERAL PROPERTY (Note 3) 5,150 5,150
-------------------------------------------------------------------------------
$ 77,553 $ 86,391
===============================================================================
LIABILITIES
CURRENT
Accounts payable and
accrued liabilities $ 364 $ 364
Due to related parties (Note 4) 7,500 4,500
-------------------------------------------------------------------------------
7,864 4,864
-------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
PREFERRED STOCK, $0.001 par
value per share
Authorized - 5,000,000 shares
Issued - Nil -
COMMON STOCK, $0.001 par value per share
Authorized - 70,000,000 shares
Issued - 8,450,000 shares 8,450 8,450
ADDITIONAL PAID IN CAPITAL 80,850 80,850
DEFICIT (19,611) (7,773)
-------------------------------------------------------------------------------
69,689 81,527
-------------------------------------------------------------------------------
$ 77,553 $ 86,391
===============================================================================
Approved on behalf of the Board:
/s/ Dewey Jones /s/ Stacey Fling
----------------------------------- --------------------------------
Dewey Jones - Director Stacey Fling - Director
<Page>
WHISTLER INVESTMENTS, INC.
STATEMENT OF LOSS AND DEFICIT
(Unaudited - Prepared by Management)
(Stated in U.S. Dollars)
From
Incorporation
For Six on April 12,
Months Ended 2000 To
July 31, 2001 January 31, 2001
===============================================================================
REVENUE
Interest income $ 761 $ 241
-------------------------------------------------------------------------------
EXPENSES
General and Administrative 599 178
Professional Fees 9,000 3,336
Rent and Office 3,000 4,500
-------------------------------------------------------------------------------
12,599 8,014
-------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD (11,838) (7,773)
DEFICIT, BEGINNING OF PERIOD (7,773) -
-------------------------------------------------------------------------------
DEFICIT, END OF PERIOD $ (19,611) $ (7,773)
===============================================================================
<Page>
WHISTLER INVESTMENTS, INC.
STATEMENT OF CASH FLOWS
(Unaudited - Prepared by Management)
(Stated in U.S. Dollars)
From
Incorporation
For Six on April 12,
Months Ended 2000 To
July 31, 2001 January 31, 2001
===============================================================================
CASH FLOWS PROVIDED BY (USED FOR):
OPERATING ACTIVITIES
Interest income and other received $ 761 $ 605
Paid to suppliers (9,599) (11,197)
-------------------------------------------------------------------------------
(8,838) (10,592)
-------------------------------------------------------------------------------
FINANCING ACTIVITIES
Common stock issued for cash - 8,450
Additional paid in capital - 80,850
-------------------------------------------------------------------------------
- 89,300
-------------------------------------------------------------------------------
INCREASE IN CASH (8,838) 78,708
CASH, BEGINNING OF PERIOD 78,708 -
-------------------------------------------------------------------------------
CASH, END OF PERIOD $ 69,870 $ 78,708
===============================================================================
<Page>
WHISTLER INVESTMENTS, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited - Prepared by Management)
(Stated in U.S. Dollars)
Common Stock Additional
---------------------- Paid In Accumulated
Shares Amount Capital Deficit Total
===============================================================================
BALANCE,
beginning of period - $ - $ - $ - $ -
Issuance of stock
for cash 8,450,000 8,450 80,850 - 89,300
Net loss for the period - - - (7,773) (7,773)
-------------------------------------------------------------------------------
BALANCE, as at
January 31, 2001 8,450,000 $ 8,450 $ 80,850 ($ 7,773)$ 81,527
Issuance of stock
for cash - - - - -
Net loss for the period - - - (11,838) (11,838)
-------------------------------------------------------------------------------
BALANCE, as at
July 31, 2001 8,450,000 $ 8,450 $ 80,850 ($19,611)$ 69,689
===============================================================================
WHISTLER INVESTMENTS, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2001
(Unaudited - Prepared by Management)
===============================================================================
NOTE 1 - NATURE OF OPERATIONS
The Company was incorporated in the State of Nevada, USA on April 11,
2000 under the name Whistler Investments, Inc.
The Company's principal business is the exploration and development of
mineral resources. There is no assurance that the Company will
successfully acquire businesses or assets that will produce a profit.
Moreover, if a potential business or asset is identified which warrants
acquisition or participation, additional funds may be required to
complete the acquisition or participation and the Company may not be
able to obtain such financing on terms which are satisfactory to the
Company.
These financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and
discharge its liabilities in the normal course of business. The Company
has neither a history of earnings nor has it paid any dividends and it
is unlikely to pay dividends or enjoy earnings in the immediate or
foreseeable future. The continuation of the Company as a going concern
is dependent upon the continued financial support from its shareholders
and other related parties, the ability of the Company to obtain
necessary equity financing to continue operations, and the attainment of
profitable operations. There is no assurance that the Company will
successfully acquire businesses or assets that will produce a profit.
Moreover, if a potential business or asset is identified which warrants
acquisition or participation, additional funds may be required to
complete the acquisition or participation and the Company may not be
able to obtain such financing on terms which are satisfactory to the
Company. These financial statements do not include any adjustments to
the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company
be unable to continue as a going concern.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Cash and cash equivalents
Cash equivalents consist of highly liquid investments, which are readily
convertible into cash with maturities of six months or less when
acquired. As at July 31, 2001 there were no cash equivalents.
Mineral Properties
The Company capitalizes the acquisition cost of mineral properties.
Exploration costs, such as prospecting and geophysical analysis, are
expensed as incurred, and pre-production development costs are generally
capitalized on an individual property basis. These costs, which do not
necessarily reflect present values, will be amortized over the estimated
productive lives of the properties following the commencement of
commercial production using the unit of production method. If a
property is subsequently abandoned, sold or determined not to be
economic, all related costs are written down. It is reasonably possible
that economically recoverable reserves may not be discovered and
accordingly a material portion of the carrying value of mineral
properties and related deferred exploration costs could be written off.
Properties acquired under option agreements whereby payments are made at
the sole discretion of the Company are recorded in the accounts at such
time as the payments are made. Although the Company has taken steps to
verify title to mineral properties in which it has an interest,
according to the usual industry standards for the stage of exploration
of such properties, these procedures do not guarantee the Company's
title. Such properties may be subject to prior agreements or transfers
and title may be affected by undetected title defects.
<Page>
Foreign Currency Translation
The financial statements are presented in United States dollars.
Foreign denominated monetary assets and liabilities are translated to
their American dollar equivalents using foreign exchange rates in effect
at the balance sheet date. Non-monetary items are translated at
historical exchange rates, except for items carried at market value,
which are translated at the rate of exchange in effect at the balance
sheet date. Revenues and expenses are translated at average rates of
exchange during the period. Exchange gains or losses arising on foreign
currency translation are included in the determination of operating
results for the period.
Loss per Share
The loss per share figures have not been calculated as they are not
considered meaningful at this stage of the Company's operations.
Estimates and Assumptions
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the period. Actual results could differ from those
estimates.
Financial Instruments
The fair value of the Company's current assets and current liabilities
were estimated to approximate their carrying values due to the
immediate or short-term maturity of these financial instruments.
NOTE 3 - MINERAL PROPERTY
By an agreement dated September 19, 2000, the Company acquired a 100%
interest, subject to a 2% net smelter royalty, in the Queen mineral
property in consideration for the payment of $5,150. This property
consists of 20 mineral claim units located in the Nanaimo Mining
Division, British Columbia, Canada.
NOTE 4 - RELATED PARTY TRANSACTIONS
By an agreement dated May 1, 2000, the Company agreed to pay $500 per
month in consideration of office rent to the president and director of
the Company. No compensation has been recognized for services provided
by the directors or officers during the period as the amounts are
immaterial in the aggregate.
<Page>
Changes In And Disagreements With Accountants
We have had no changes in or disagreements with our accountants.
Available Information
We have filed a registration statement on Form SB-2 under the
Securities Act with the Securities and Exchange Commission with
respect to the shares of our common stock offered by this
prospectus. This prospectus was filed as a part of that
registration statement but does not contain all of the
information contained in the registration statement and exhibits.
Reference is thus made to the omitted information. Statements
made in this prospectus are summaries of the material terms of
contracts, agreements and documents and are not necessarily
complete; however, all information we considered material has
been disclosed. Reference is made to each exhibit for a more
complete description of the matters involved and these statements
are qualified in their entirety by the reference. You may
inspect the registration statement, exhibits and schedules filed
with the Securities and Exchange Commission at the Securities and
Exchange Commission's principle office in Washington, D.C.
Copies of all or any part of the registration statement may be
obtained from the Public Reference Section of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549. The Securities and Exchange Commission also maintains a
web site (http://www.sec.gov) that contains this filed
registration statement, reports, proxy statements and information
regarding us that we have filed electronically with the
Commission. For more information pertaining to our company and
the common stock offered in this prospectus, reference is made to
the registration statement.
43
<Page>
Until ______, all dealers that effect transactions in these
securities whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the
dealer's obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
44
<Page>
Part II
Information Not Required In The Prospectus
Item 24. Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the
Nevada Revised Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or
its shareholders for monetary liabilities applies automatically
unless it is specifically limited by a company's articles of
incorporation that is not the case with our articles of
incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or
its shareholders in connection with a matter in which
the director has a material conflict of interest;
(2) a violation of criminal law (unless the director had
reasonable cause to believe that his or her conduct was
lawful or no reasonable cause to believe that his or
her conduct was unlawful);
(3) a transaction from which the director derived an
improper personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and
officers to the fullest extent not prohibited by Nevada law;
provided, however, that we may modify the extent of such
indemnification by individual contracts with our directors and
officers; and, provided, further, that we shall not be required
to indemnify any director or officer in connection with any
proceeding (or part thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made
by law;
(2) the proceeding was authorized by our Board of
Directors;
(3) such indemnification is provided by us, in our sole
discretion, pursuant to the powers vested us under
Nevada law; or
(4) such indemnification is required to be made pursuant to
the bylaws.
Our bylaws provide that we will advance all expenses incurred to
any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was our
director or officer, or is or was serving at our request as a
director or executive officer of another company, partnership,
joint venture, trust or other enterprise, before the final
disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking
by or on behalf of such person to repay said amounts should it be
ultimately determined that the person was not entitled to be
indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to
any officer in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, if a determination is
reasonably and promptly made: (a) by the board of directors by a
majority vote of a quorum
45
<Page>
consisting of directors who were not
parties to the proceeding; or (b) if such quorum is not
obtainable, or, even if obtainable, a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, that the facts known to the decision-making party at the
time such determination is made demonstrate clearly and
convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to our
best interests.
Item 25. Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 61.62
Federal Taxes $ NIL
State Taxes and Fees $ NIL
Transfer Agent Fees $ 2,500.00
Accounting fees and expenses $ 3,500.00
Legal fees and expenses $ 20,000.00
Blue Sky fees and expenses $ NIL
Miscellaneous $ NIL
-------------
Total $ 26,061.62
=============
-------------------------------------------------------------------------
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No
portion of these expenses will be borne by the selling
shareholders. The selling shareholders, however, will pay any
other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item 26. Recent Sales Of Unregistered Securities
We completed an offering of 6,800,000 common shares to a total of
seven (7) purchasers at a price of $0.001 per share pursuant to
Rule 504 of Regulation D of the Securities Act on September 5,
2000. The total amount received from this offering was $6,800.
3,800,000 of the 6,800,000 common shares issued were sold to Mr.
Dewey Jones, our president, chief executive officer and a
director. Each purchaser represented their intention to acquire
the securities for investment only and not with a view toward
distribution. Appropriate legends were affixed to the stock
certificates issued in accordance with Regulation D. All
purchasers were given adequate access to sufficient information
about us to make an informed investment decision. None of the
securities were sold through an underwriter and accordingly,
there were no underwriting discounts or commissions involved.
46
<Page>
We completed an offering of 500,000 shares of our common stock at
a price of $0.05 per share to a total of ten purchasers on
September 13, 2000. The total amount received from this offering
was $25,000. We completed the offering pursuant to Regulation S
of the Securities Act. Each purchaser represented to us that he
was a non-U.S. person as defined in Regulation S and was not
acquiring the securities for the account or benefit of any U.S.
person. We did not engage in a distribution of this offering in
the United States. Each purchaser represented his intention to
acquire the securities for investment only and not with a view
toward distribution and to sell their shares only in accordance
with the provisions of Regulation S, pursuant to registration
under the Securities Act, or pursuant to an available exemption
from registration. Appropriate legends were affixed to the stock
certificate issued to each purchaser in accordance with
Regulation S. Each investor was given adequate access to
sufficient information about us to make an informed investment
decision. None of the securities were sold through an
underwriter and accordingly, there were no underwriting discounts
or commissions involved. No registration rights were granted to
any of the purchasers.
We completed an offering of 1,150,000 shares of our common stock
at a price of $0.05 per share to a total of 23 purchasers on
January 30, 2001 pursuant to Rule 504 of Regulation D of the
Securities Act. The total amount received from this offering was
$57,500. Each purchaser represented their intention to acquire
the securities for investment only and not with a view toward
distribution. Appropriate legends were affixed to the stock
certificates issued in accordance with Regulation D. All
purchasers were given adequate access to sufficient information
about us to make an informed investment decision. None of the
securities were sold through an underwriter and accordingly, there
were no underwriting discounts or commissions involved. The
selling shareholders named in this prospectus include all of the
purchasers who purchased shares pursuant to this Regulation D
offering.
Item 27. Exhibits
EXHIBIT
NUMBER DESCRIPTION
------------ -------------
3.1 Articles of Incorporation (1)
3.2 By-Laws (1)
4.1 Share Certificate (1)
5.1 Opinion of Cane & Company, LLC, with consent to use(1)
10.1 Mineral Claim (1)
10.2 Mineral Property Staking and Sales Agreement (1)
10.3 Office Services Agreement (1)
23.1 Consent of Independent Auditors
23.2 Consent of Geologist to use of name (1)
(1) Previously filed as an Exhibit to Whistler Investments, Inc.
Form SB-2 on May 29, 2001.
47
<Page>
Item 28. Undertakings
The undersigned registrant hereby undertakes:
A) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement to:
(1) include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(2) reflect in the prospectus any facts or events
arising after the effective date of this
registration statement, or most recent post-
effective amendment, which, individually or in the
aggregate, represent a fundamental change in the
information set forth in this registration
statement; and
(3) include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change
to such information in the registration statement.
(B) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered herein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(C) To remove from registration by means of a post-
effective amendment any of the securities being
registered hereby which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the provisions above, or
otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. If a claim for indemnification against
such liabilities, other than the payment by us of expenses
incurred or paid by one of our directors, officers, or
controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or
controlling person sin connection with the securities being
registered, we 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 is against public policy as expressed in the
Securities Act, and we will be governed by the final adjudication
of such issue.
48
<Page>
Signatures
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, in the city of Las Vegas, State of
Nevada on October 10, 2001.
Whistler Investments, Inc.
By: /s/ Dewey Jones
-------------------------
Dewey Jones, President
Power Of Attorney
ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Dewey Jones, his true and
lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this registration statement, and to
file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any one of them, or
their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this registration statement was signed by the following
persons in the capacities and on the dates stated.
Signature Capacity In Which Signed Date
--------- ------------------------- -----
President and
/s/ Dewey Jones Chief Executive October 10, 2001
---------------- Officer and Director
Dewey Jones
Secretary, Treasurer October 10, 2001
/s/ Stacey Fling Chief Financial Officer
----------------- and Director
Stacey Fling
/s/ Gregory Navone
----------------- Director October 10, 2001
Gregory Navone
49