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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2/A
Amendment No. 4
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
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(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.
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The Date Of This Prospectus Is: November 21, 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 ............................................ 7
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 ........................................................ 8
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 ................................................. 9
Use of Proceeds ...................................................... 9
Determination of Offering Price ...................................... 9
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Dilution ............................................................. 9
Selling Shareholders ................................................. 9
Plan of Distribution ................................................. 17
Legal Proceedings .................................................... 19
Directors, Executive Officers, Promoters and Control Persons ......... 19
Security Ownership of Certain Beneficial Owners and Management ....... 21
Description of Securities ............................................ 21
Interests of Named Experts and Counsel ............................... 23
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ......................................... 23
Organization Within Last Five Years .................................. 24
Description of Business .............................................. 24
Plan of Operations ................................................... 34
Description of Property .............................................. 38
Certain Relationships and Related Transactions ....................... 39
Market for Common Equity and Related Stockholder Matters ............. 39
Executive Compensation ............................................... 41
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
Total Assets $ 77,553
Liabilities $ 7,864
Total Stockholders' Equity $ 77,553
Statement of Loss and Deficit
- ---------------------------------
From Incorporation For Six From Incorporation
On April 12, 2000 to Months Ended On April 12, 2000 to
January 31, 2001 July 31, 2001 July 31, 2001
---------------------- --------------- ---------------------
Revenue $ 241 $ 761 $ 1,002
Net Loss for
the Period $ (7,773) $ (11,838) $ (19,611)
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
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our
properties to be earned by another party or parties carrying out further
exploration or development thereof, which is not presently contemplated.
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 our management has no direct
training or experience in this area, our management may not be fully aware of
many of the specific requirements related to working within this industry. Our
management's decisions and choices may not take into account standard
engineering or managerial approaches mineral exploration companies commonly use.
Our operations, earnings, and ultimate financial success could suffer
irreparable harm due to management's lack of direct experience in this industry.
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
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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 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 build on 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 commercial uses
unlikely.
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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.
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, exploration, development and production 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.
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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.
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:
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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;
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.
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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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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 control person. We have
not had any transactions with Mr. Jones directly, but we did sell 200,000
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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 25, 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 November 21, 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 and exploration
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.
We are an exploration stage mining company. To date, we have not discovered a
commercially viable mineral deposit on the Queen property, and we cannot assure
investors that one exists on the property. Further exploration will be required
before a final evaluation as to the economic and legal feasibility is
determined.
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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.
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.
GEOLOGY AND MINERALIZATION
The northwestern portion of Vancouver Island, British Columbia, where the Queen
property is located, consists primarily of volcanic and sedimentary rocks.
Approximately 150 million years ago, due to volcanic activity, molten rock
forced its way into these volcanic and sedimentary rocks in various areas of
Vancouver Island, including an area close to the Queen property. These masses
of molten rock are known as intrusions. Such intrusions may include higher than
average levels of valuable minerals and have the potential to host mineral
deposits.
The Queen property itself is underlain by volcanic and associated sedimentary
rocks. Mineralization is widespread on the property. The Les Minfile mineral
occurrence located on the property contains many minerals often associated with
copper and gold: chalcopyrite, pyrite, magnetite and hematite. Past sampling on
the property has indicated that there are low-level anomalies in copper,
molybdenum, zinc and silver on the Queen property.
Exploration to date has not demonstrated that there are or will be economic
quantities of minerals on the Queen property. The property is without reserves
and is exploratory in nature.
EXPLORATION 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 for copper that are considered significant enough to be
potentially economic.
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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, unimproved area of Vancouver Island. Western Forest Products has
conducted logging operations in the region surrounding the Queen property.
Logging does not affect 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 pits 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, silver and arsenic.
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: Report on the Les Group of Mineral Claims; Mahatta
--------------------------------------------------
River, B.C. for Skaist Mines
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Ltd. and 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
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 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:
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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
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.
- - Report on the Les Group of Mineral Claims; Mahatta River, B.C. for Skaist
Mines Ltd.;
- - 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.
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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
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
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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, 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;
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Estimated Phase 1 Total: $41,100
-------------------------- -------
- 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
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;
Estimated Phase 2 Total: $100,000
- -------------------------- --------
- 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;
Estimated Phase 3 Total: $200,000
- -------------------------- --------
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- 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 explore further and to
develop it. 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.
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.
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
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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.
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. The assessment work
valued at about $2,715 is in addition to the $5,150 paid to Mr. McCrossan for
staking the property, for Mr. McCrossan's royalty from net smelter returns, and
the amounts we will pay to him as our professional geologist during each of our
exploration phases.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patent or trademark.
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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,
exploration 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.
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
exploration of the property or to abandon the property. If we locate a joint
venture partner, we will likely be forced to provide it with a portion of our
interest in the Queen property in exchange for a commitment to fund further
exploration.
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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 exploration of the Queen
property, we would likely contact companies who are currently conducting
exploration or development work on mineral properties in close proximity to the
Queen property, or companies that are involved in the exploration and
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.
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.
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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 become
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 exploration
and 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 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. 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
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$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 exploring and 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 turn 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 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.
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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 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 our plan for exploration of the property. Mining has
never been conducted on the Queen property; it is solely an exploration
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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 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.
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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 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.
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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, 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 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 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
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
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
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.
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. The
46
following is a legal and
factual analysis regarding our compliance with Regulation S for this offering:
The availability of Regulation S is dependent upon the satisfaction of a series
of requirements:
(1) Rule: All offers and sales must be made in offshore transactions.
----
Compliance: All offers and sales were made to non-U.S. residents. All ten
- ----------
purchasers under this offering are residents of British Columbia, Canada.
- ----
(2) Rule: No directed selling efforts can be made in the United States by
----
the us, a distributor, their affiliates, or any person acting on behalf of any
of the foregoing.
Compliance: No directed selling efforts were made in the United States.
----------
(3) Rule: The issuer must satisfy the conditions of Category 1, 2 or 3
----
of Rule 903, Regulation S.
Compliance: We have complied with the conditions of Category 3 of 903(b):
- ----------
(a) Rule: Offering restrictions must be implemented.
- --- ----
Compliance: We implemented offering restrictions in the Subscription Agreements
- ----------
with investors and a Regulation S Investment Agreement;
(b) Rule: All offers or sales made prior to the expiration of a one-year
- --- ----
distribution compliance period (i.e., September 13, 2001) may not have been made
- ---
to a U.S. person or for the account or benefit of a U.S. person.
Compliance: The purchasers in this offering are all non-U.S. residents.
----------
None of these purchasers have offered or sold their shares to date. Their
shares are being registered as part of this form SB-2 registration statement;
(c) Rule: Offers or sales made prior to the expiration of a one-year
- --- ----
distribution compliance period must have been made pursuant to the following
- ---
four conditions:
- ---
i. Rule: The purchaser of the securities certified that it is not a U.S.
----
person and is not acquiring the securities for the account or benefit of any
U.S. person or is a U.S. person who purchased securities in a transaction that
did not require registration under the Act.
Compliance: Each purchaser in the offering so agreed in the Regulation S
- ----------
Investment Agreement.
- ------
ii. Rule: The purchaser of the securities agreed to resell such securities
- --- ----
only in accordance with the provisions of Regulation S, pursuant to a
registration statement under the Securities Act of 1933, as amended (the "Act"),
or pursuant to an available exemption from registration; and agreed not to
engage in hedging transactions with regard to such securities unless in
compliance with the Act.
Compliance: Each purchaser in the offering so agreed in the Regulation S
- ----------
Investment Agreement.
- -------
Rule: The issuer's securities contained a legend to the effect that transfer is
- ----
prohibited except in accordance with the provisions of Regulation S, or pursuant
to an available exemption from registration; and that hedging transactions
involving those securities may not be conducted unless in
47
compliance with the Act.
Compliance: A restricted legend was affixed to share certificate nos.
- ----------
1008-1017, inclusive, representing all shares purchased in the offering made
- ---------
under Regulation S:
- ---
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, PLEDGED,
HYPOTECATED, OR OTHERWISE TRANFERRED IN THE UNITED STATES BY A U.S. PERSON
UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT IS APPLICABLE OR AS OTHERWISE
PROVIDED IN REGULATION S PROMULGATED UNDER SUCH ACT. NO OFFERS OR SALES OR
TRANSFER (INCLUDING INTERESTS THEREIN) MAY BE MADE OF ANY OF THE SECURITIES IN
THE UNITED STATES OR TO A U.S. PERSON OR FOR THE ACCOUNT AND BENEFIT OF A U.S.
PERSON, EXCEPT AS PERMITTED BY REGULATION S."
iii. Rule: The issuer is required, either by contract or a provision in its
- ---- ----
bylaws, articles or charter or comparable documents, to refuse to register any
transfer of the securities not made in accordance with the provisions of
Regulation S, pursuant to registration under the Act, or pursuant to an
available exemption from registration; provided, however, that if the securities
are in bearer form or foreign law prevents the issuer of the securities from
refusing to register securities transfers, other reasonable procedures (such as
the Regulation S legend described above) are implemented to prevent any transfer
of the securities not made in accordance with the provisions of Regulation S.
Compliance: Whistler Investments, Inc. and the subscriber both agreed in the
- ----------
Regulation S Investment Agreement that the we will refuse to register any
- --
transfer of these Regulation S shares not made in accordance with the
- --
above-stated rule.
- --
(d) Rule: Each distributor selling securities to a distributor, a dealer, or
- --- ----
a person receiving a selling commission, fee or other remuneration, prior to the
expiration of a 40-day distribution compliance period in the case of debt
securities, or a one-year distribution compliance period in the case of equity
securities, sends a confirmation or other notice to the purchaser stating that
the purchaser is subject to the same restrictions on offers and sales that apply
to a distributor.
Compliance: Not applicable to facts of offering.
- ----------
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
48
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.
49
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.
50
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 November 21, 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 November 21, 2001
- ---------------- Officer and Director
Dewey Jones
Secretary, Treasurer November 21, 2001
/s/ Stacey Fling Chief Financial Officer
- ----------------- and Director
Stacey Fling
/s/ Gregory Navone
- ----------------- Director November 21, 2001
Gregory Navone