As filed with the Securities and Exchange Commission on September 18, 2008
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLANET RESOURCES, CORP.
(Name of small business issuer in its charter)
Nevada 1040 26-2608821
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
Shelkovskoe shosse, 92/5, Suite 64 Eastbiz.com, Inc.
Moscow, Russian Federation 105523 5348 Vegas Drive, Las Vegas, Nevada 89108
Tel: +7-902-512-6747, Fax: +7-395-220-4050 Tel:(702) 871-8678 Fax: (702) 387-3827
(Address and telephone number of (Name, address and telephone
registrant's executive office) number of agent for service)
Copies to:
Dean Law Corp.
601 Union Street, Suite 4200
Seattle, Washington 98101
Telephone: (206) 274-4598
Facsimile: (206) 493-2777
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: as soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on the Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [X]
If this Form is filed to register additional common stock for an offering under
Rule 462(b) of the Securities Act, please 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 under Rule 462(c) of 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 under Rule 462(d) of 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. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Securities to Amount To Be Offering Price Aggregate Registration
be Registered Registered Per Share(1) Offering Price Fee
- --------------------------------------------------------------------------------
Common Stock 3,000,000 $0.03 $90,000 $3.54
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(1) Estimated solely for purposes of calculating the registration fee under
Rule 457.
There is no current market for the securities. Although the registrant's common
stock has a par value of $0.001, the registrant believes that the calculations
offered pursuant to Rule 457(f)(2) are not applicable and, as such, the
registrant has valued the common stock in good faith and for the purposes of the
registration fee, based on $0.03 per share. In the event of a stock split, stock
dividend or similar transaction involving our common stock, the number of shares
registered shall automatically be increased to cover the additional shares of
common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as
amended.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON 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 DATES
AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
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PROSPECTUS
PLANET RESOURCES, CORP.
SHARES OF COMMON STOCK
1,000,000 MINIMUM - 3,000,000 MAXIMUM
Before this offering, there has been no public market for the common stock.
We are offering up to a total of 3,000,000 shares of common stock in a
direct public offering, without any involvement of underwriters or
broker-dealers, 1,000,000 shares minimum, 3,000,000 shares maximum. The offering
price is $0.03 per share. In the event that 1,000,000 shares are not sold within
the 210 days, all money received by us will be promptly returned to you without
interest or deduction of any kind. However, future actions by creditors in the
subscription period could preclude or delay us in refunding your money. If at
least 1,000,000 shares are sold within 210 days, all money received by us will
be retained by us and there will be no refund. Funds will be held in our
corporate bank account. Sold securities are deemed securities which have been
paid for with collected funds prior to expiration of 210 days. Collected funds
are deemed funds that have been paid by the drawee bank. The foregoing account
is not an escrow, trust of similar account. It is a corporate account under our
control where we have segregated your funds. As a result, creditors could attach
the funds.
There are no minimum purchase requirements.
Our common stock will be sold by our officers, Maksim Selivanov and,
Alexander Deshin.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGES 4-9.
Offering Price Expenses Proceeds to Us
-------------- -------- --------------
Per Share - Minimum $ 0.03 $ 0.01 $ 0.02
Per Share - Maximum $ 0.03 $0.0033 $0.0267
Minimum $30,000 $10,000 $20,000
Maximum $90,000 $10,000 $80,000
The difference between the Aggregate Offering Price and the Proceeds to Us
is $10,000. The $10,000 will be paid to unaffiliated third parties for expenses
connected with this offering. The $10,000 will be paid from the first proceeds
of this offering.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL TO TELL YOU OTHERWISE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 17, 2008.
TABLE OF CONTENTS
Page No.
--------
Summary of our Offering ................................................. 3
Risk Factors ............................................................ 4
Use of Proceeds ......................................................... 9
Determination of Offering Price ......................................... 10
Dilution of the Price You Pay for Your Shares ........................... 11
Plan of Distribution; Terms of the Offering ............................. 13
Management's Discussion and Analysis of Financial Condition
or Plan of Operation .................................................... 15
Business ................................................................ 18
Management .............................................................. 22
Executive Compensation .................................................. 24
Principal Stockholders .................................................. 25
Description of Securities ............................................... 26
Certain Transactions .................................................... 28
Litigation .............................................................. 28
Experts ................................................................. 28
Legal Matters ........................................................... 28
Financial Statements .................................................... 28
2
SUMMARY OF OUR OFFERING
OUR BUSINESS
We are a start-up stage company. We are a company without revenues or
operations; we have minimal assets and have incurred losses since inception. We
intend to extract fine, extra-fine and fine-dispersed gold from tailings or
refuse of mining and processing industry (technogenic deposits) in Russia. To
date, the only operations we have engaged in are the development of a business
plan and the execution of consulting contract with a geologist.
Our principal executive office is located at Shelkovskoe shosse, 92/5,
Suite 64, Moscow, Russian Federation 105523. Our telephone number is
+7-902-512-6747. We were incorporated on April 24, 2008 under the laws of the
state of Nevada. Our registered agent for service of process is the Eastbiz.com,
Inc, located at 5348 Vegas Dr, Las Vegas, Nevada, 89108. Our fiscal year end is
July 31.
THE OFFERING
Following is a brief summary of this offering:
Securities being offered Up to 3,000,000 shares of common stock, par
value $0.001.
Offering price per share $0.03
Offering period The shares are being offered for a period not
to exceed 210 days.
Net proceeds to us $20,000 assuming the minimum number of shares
is sold.
$80,000 assuming the maximum number of shares
is sold.
Use of proceeds We will use the proceeds to pay for
administrative expenses, the implementation of
our business plan, and for working capital.
Number of shares outstanding
before the offering 5,000,000
Number of shares outstanding
after the offering if all of
the shares are sold 8,000,000
3
SELECTED FINANCIAL DATA
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of July 31,2008
------------------
(Audited)
BALANCE SHEET
Total Assets $ 7,946
Total Liabilities $ 3,443
Stockholders Equity $ 4,503
Period from April 24, 2008
(date of inception) to
July 31,2008
------------
(Audited)
INCOME STATEMENT
Revenue $ --
Total Expenses $ 497
Net Loss $ (497)
RISK FACTORS
PLEASE CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO INVEST IN OUR
COMMON STOCK.
THERE IS SUBSTANTIAL DOUBT AS TO WHETHER WE WILL CONTINUE OPERATIONS. IF WE
DISCONTINUE OPERATIONS, YOU COULD LOSE YOUR INVESTMENT.
We were incorporated on April 24, 2008 and we have not started our proposed
business operations or realized any revenues. We have no operating history upon
which an evaluation of our future success or failure can be made. Our net loss
since inception is $497of which $81 is for bank charges, $8 is for a SEC
registration fee and $408 is for an incorporation service fee. These factors
raise substantial doubt regarding the ability of our business to continue as a
going concern. We anticipate that we will incur increased expenses without
realizing enough revenues. We therefore expect to incur significant losses in
the foreseeable future. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to execute exploration stage of
evaluation of fine, extra-fine and fine-dispersed gold from tailings or refuse
of mining and processing industry and earn profit by extracting gold. We cannot
guarantee that we will be successful in generating revenues and profit in the
future. Failure to generate revenues and profit will cause us to suspend or
cease operations. If this happens, you could lose all or part of your
investment.
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO
START OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE
REVENUES. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.
We have not started our business. We need the proceeds from this offering
to start our operations. If the minimum of $30,000 is raised, this amount will
4
enable us, after paying the expenses of this offering, to begin the exploration
stage of our business plan. We will be able to hire an exploration team and pay
the expenses for the exploration of tailing dumps of gold extracting mines for
fine-gold evaluation. However, we will need additional funds to complete further
development of our business plan to achieve a sustainable production and sales
level where ongoing operations can be funded out of revenues. During the
extraction stage, funds are needed for leasing or renting equipment for fine,
extra-fine and fine-dispersed gold extraction, for hiring a mining team and
paying all other expenses during extraction. There is no assurance that any
additional financing will be available or if available, on terms that will be
acceptable to us.
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WOULD
REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares
of common stock, par value $0.001 per share, of which 5,000,000 shares are
issued and outstanding. The future issuance of common stock may result in
substantial dilution in the percentage of our common stock held by our then
existing shareholders. We may value any common stock issued in the future on an
arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect on
any trading market for our common stock.
A DECLINE IN OR SUBSTANTIAL VOLATILITY OF GOLD PRICE COULD ADVERSELY AFFECT
OUR BUSINESS, WHICH COULD MEAN A DECREASE IN OUR REVENUES.
We anticipate that our business will be primarily determined by the price
of gold. Significant declines in price for gold could harm our financial
condition, results of operations and quantities of reserves recoverable on an
economic basis. A decline in the price of gold will cause a reduction in
production activities and can materially and adversely affect our business and
could seriously decrease our revenues or prevent us from generating any
revenues.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES,
THERE IS A RISK THAT TAILINGS AND REFUSE DUMPS OF MINING INDUSTRY DO NOT CONTAIN
ECONOMIC MINERALIZATION OR RESERVES OF FINE, EXTRA-FINE AND FINE-DISPERSED GOLD.
The search for valuable minerals as a business is extremely risky. We
cannot provide investors with any assurance that our potential tailing dumps of
gold extracting mines contain economic mineralization or reserves of fine-gold.
Exploration for fine, extra-fine and fine-dispersed gold is a speculative
venture, involving substantial risk. Problems such as unusual or unexpected
formations and other conditions are involved in mineral exploration and often
result in unsuccessful exploration efforts. In such a case, we will be unable to
generate any revenues from operations and will be unable to successfully
complete our business plan.
WE RELY HEAVILY UPON RESERVE ESTIMATES WHEN DETERMINING WHETHER OR NOT TO
COMMENCE EXPLORATION ON A PARTICULAR FINE, EXTRA-FINE AND FINE-DISPERSED GOLD
PROPERTY.
The fine-gold reserve information that we use in evaluating gold prospects
is based on reserve estimates involving a great deal of uncertainty. The process
of estimating fine, extra-fine and fine-dispersed gold reserves is complex, and
will require us to use significant decisions and assumptions in the evaluation
of available geological, geophysical, engineering and economic data for each
property. Different reserve engineers may make different estimates of reserves
and cash flows based on the same available data. Reserve estimates depend in
large part upon the reliability of available geologic and engineering data,
5
which is inherently imprecise. Reserve estimates also require numerous
assumptions relating to operating conditions and economic factors, including the
price at which recovered gold can be sold, the costs of recovery, assumptions
concerning future operating costs, severance and excise taxes, development costs
and workover and remedial costs, prevailing environmental conditions associated
with production sites, availability of enhanced recovery techniques, and
governmental and other regulatory factors, such as taxes and environmental laws.
Economic factors beyond our control, such as interest rates and exchange rates,
will also impact the value of our reserves. Some of these assumptions are
inherently subjective, and the accuracy of our reserve estimates relies in part
on the ability of our management team, engineers and other advisors to make
accurate assumptions. As a result, our reserve estimates will be inherently
imprecise. A negative change in any one or more of these factors could result in
quantities of gold previously estimated as proved reserves becoming uneconomic.
SEASONAL WEATHER PATTERNS COULD ADVERSELY INFLUENCE OUR BUSINESS AND RESULT
IN A TOTAL LOSS OF YOUR INVESTMENT.
Most gold mines in Russia are located in Siberia and in Northern Russia.
Because of extremely cold weather conditions in the winter, the gold exploration
and production season lasts for 5-6 months as gold extraction technology
involves water. Moreover, during the production season wet weather can make the
ground unstable, and result in road closures that restrict the movement of heavy
equipment, thereby decreasing activity levels. Damage caused by severe weather,
natural disasters or other operating hazards could result in substantial losses
to us. We are not covered by insurance for any business interruption resulting
from such events and, upon the occurrence of a natural disaster; this lack of
coverage could harm our financial position and results of operations. We believe
that a severe change in weather patterns affecting our future properties could
lower our business or cause us to go out of business.
BECAUSE OUR OFFICERS AND SOLE DIRECTOR HAVE OTHER BUSINESS INTERESTS, THEY
MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our officers and sole director will only be devoting limited time to our
operations. Alexander Deshin, our president and sole director, intends to devote
approximately 30% of his business time to our affairs. Maksim Selivanov, our
secretary, will be devoting approximately 20% of his business time to our
operations. Because our officers and sole director will only be devoting limited
time to our operations, our operations may be sporadic and occur at times which
are convenient to them. As a result, operations may be periodically interrupted
or suspended which could result in a lack of revenues and a possible cessation
of operations. It is possible that the demands on Alexander Deshin and Maksim
Selivanov from their other obligations could increase with the result that they
would no longer be able to devote sufficient time to the management of our
business. In addition, Mr. Deshin and Mr. Selivanov may not possess sufficient
time for our business if the demands of managing our business increase
substantially beyond current levels.
IF ALEXANDER DESHIN, OUR OFFICER AND SOLE DIRECTOR, SHOULD RESIGN OR DIE,
WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS
SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.
We are extremely dependent on the services of our officer and sole
director, Alexander Deshin, for the future success of our business. The loss of
the services of Mr. Deshin could have an adverse effect on our business,
financial condition and results of operations. If he should resign or die we
will not have a chief executive officer. If that should occur, until we find
6
another person to act as our chief executive officer, our operations could be
suspended. In that event it is possible you could lose your entire investment.
BECAUSE OUR OFFICERS AND DIRECTOR OWN 62.5% OF OUR OUTSTANDING COMMON
STOCK, THEY WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE
DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
If the maximum number of shares in the offering are sold, our officers and
sole director, will own 62.5% of the outstanding shares of our common stock.
Accordingly, they will have significant influence in determining the outcome of
all corporate transactions or other matters, including the election of
directors, 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. Deshin and Mr. Selivanov may differ from the interests of the
other stockholders and may result in corporate decisions that are
disadvantageous to other shareholders.
US INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS NON-U.S. OFFICERS AND SOLE DIRECTOR.
While we are organized under the laws of State of Nevada, our corporate
headquarters and officers and sole director are located outside the United
States. Consequently, it may be difficult for investors to effect service of
process on Mr. Deshin and Mr. Selivanov in the United States and to enforce in
the United States judgments obtained in United States courts against Mr. Deshin
and Mr. Selivanov based on the civil liability provisions of the United States
securities laws. Since all our assets are located outside of U.S. it may be
difficult or impossible for U.S. investors to collect a judgment against us. As
well, any judgment obtained in the United States against us may not be
enforceable in the United States.
OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATION, AS ALL OF OUR
OPERATIONS WILL BE IN RUSSIA AND IN RUSSIAN RUBLES.
All of our operations will be in Russia and in Russian Rubles, therefore we
will be affected by changes in foreign exchange rates. For the last six years
the Russian Ruble has risen 30% against the US Dollar. To protect our business,
we may enter into foreign currency exchange contracts with major financial
institutions to hedge overseas transactions and limit our exposure to those
currency fluctuations. If we are not able to successfully protect ourselves
against those currency rate fluctuations, then our profits will also fluctuate
which could cause us to be less profitable or incur losses, even if our business
is doing well.
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK' RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL
BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE
THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in
connection with transactions in "penny stocks." Penny stocks generally are
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). Penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, to deliver a standardized risk disclosure
document prepared by the SEC, which specifies information about penny stocks and
the nature and significance of risks of the penny stock market. A broker-dealer
must also provide the customer with bid and offer quotations for the penny
7
stock, the compensation of the broker-dealer, and sales person in the
transaction, and monthly account statements indicating the market value of each
penny stock held in the customer's account. In addition, the penny stock rules
require that, prior to 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 agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. If a trading market for
our common stock develops, our common stock will probably become subject to the
penny stock rules, and shareholders may have difficulty in selling their shares.
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in
complying with the various rules and regulations, which are required of a public
company. As a result, we may not be able to operate successfully as a public
company, even if our operations are successful. We plan to comply with all of
the various rules and regulations, which are required of a public company.
However, if we cannot operate successfully as a public company, your investment
may be adversely affected. Our inability to operate as a public company could be
the basis of your losing your entire investment in us.
THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING
MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY
SELLING THEIR SHARES.
There is currently no established public trading market for our securities
and an active trading market in our securities may not develop or, if developed,
may not be sustained. We intend to have a market maker apply for admission to
quotation of our securities on the Over-the-Counter Bulletin Board after the
Registration Statement relating to this prospectus is declared effective by the
SEC. Currently, we do not have a market maker who has agreed to file such
application. If for any reason our common stock is not quoted on the
Over-the-Counter Bulletin Board or a public trading market does not otherwise
develop, purchasers of the share may have difficulty selling their common stock
should they desire to do so. No market makers have committed to becoming market
makers for our common stock and none may do so.
WHEN OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD,
THE TRADING PRICE MAY FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE
DIFFICULTY RESELLING THEIR SHARES.
As of the date of this Registration Statement, our common stock does not
yet trade on the Over-the-Counter Bulletin Board. When our shares of common
stock commence trading on the Bulletin Board, there is a volatility associated
with Bulletin Board securities in general and the value of your investment could
decline due to the impact of any of the following factors upon the market price
of our common stock: (i) disappointing results from our exploration or
development efforts; (ii) failure to meet our revenue or profit goals or
operating budget; (iii) decline in demand for our common stock; (iv) downward
revisions in securities analysts' estimates or changes in general market
conditions; (v) technological innovations by competitors or in competing
technologies; (vi) lack of funding generated for operations; (vii) investor
perception of our industry or our prospects; and (viii) general economic trends.
In addition, stock markets have experienced price and volume fluctuations
and the market prices of securities have been highly volatile. These
fluctuations are often unrelated to operating performance and may adversely
8
affect the market price of our common stock. As a result, investors may be
unable to sell their shares at a fair price and you may lose all or part of your
investment.
STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE
STATES AND CONDITIONS UNDER WHICH YOU CAN SELL THE SHARES OFFERED BY THIS
PROSPECTUS.
Secondary trading in common stock sold in this offering will not be
possible in any state until the common stock is qualified for sale under the
applicable securities laws of the state or there is confirmation that an
exemption, such as listing in certain recognized securities manuals, is
available for secondary trading in the state. If we fail to register or qualify,
or to obtain or verify an exemption for the secondary trading of the common
stock in any particular state, the common stock could not be offered or sold to
or purchased by a resident of that state. In the event that a significant number
of states refuse to permit secondary trading in our common stock the liquidity
for the common stock could be significantly impacted thus causing you to realize
a loss on your investment.
BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF
WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR
OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, OR OUR OFFICERS OR
DIRECTOR MISAPPROPRIATES THE FUNDS FOR THEIR OWN USE, YOU WILL LOSE YOUR
INVESTMENT.
Your funds will not be placed in an escrow or trust account. Accordingly,
if we file for bankruptcy protection or a petition for involuntary bankruptcy is
filed by creditors against us, your funds will become part of the bankruptcy
estate and administered according to bankruptcy laws. If a creditor sues us and
obtains a judgment against us, the creditor could garnish our bank account and
take possession of the subscriptions. As such, it is possible that a creditor
could attach your subscription which could preclude or delay the return of money
to you. Further, our officer and sole director will have the power to
appropriate the $90,000 we raise. As such, they could take the funds without
your knowledge for their own use. If that happens, you will lose your investment
and your funds will be used to pay creditors.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to
pay cash dividends on our common stock at any time in the foreseeable future.
The future payment of dividends directly depends upon our future earnings,
capital requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock.
USE OF PROCEEDS
Our offering is being made on a self-underwritten $30,000 minimum, $90,000
maximum basis. The table below sets forth the use of proceeds if $30,000 or
$90,000 of the offering is sold.
$30,000 $90,000
------- -------
Gross proceeds $30,000 $90,000
Offering expenses $10,000 $10,000
Net proceeds $20,000 $80,000
9
The net proceeds will be used as follows:
Equipment lease or rent $ 8,000 $46,000
Salaries/Consulting pay $10,000 $20,000
Expenses $ 1,000 $10,000
Working capital $ 1,000 $ 4,000
Total offering expenses to be paid from the proceeds are $10,000. They
consist of $2,000 for legal fees; $196.46 for printing our prospectus; $2,800
for accounting fees; $5,000 for our transfer agent; and $3.54 for our SEC filing
fee.
Upon the completion of this offering, we plan to initiate the research
stage of our business plan. We intend to locate mining sites with tailings or
refuse of mining and processing industry (technogenic deposits) and determine
the possibility of extracting fine, extra-fine and fine-dispersed gold from such
sites. We have executed a consulting agreement with an independent
consultant-geologist who will perform these tasks on our behalf. We will pay our
consultant-geologist $5,000.00 and two percent NSR (net smelter royalty) for
conducting this research.
Following successful completion of the research stage, we plan to commence
the exploration stage of our business plan. This stage will include taking
additional samples and will be aimed at determining the economic potential of
our properties. The expenditures of the exploration stage are expected to be
approximately $15,000 to $20,000 which will include equipment lease or rent,
salaries, travel, meal and accommodation expenses. The level of expenditures may
vary according to the amount of financing that we raise.
Following successful completion of the exploration stage we intend to
commence extraction of fine, extra-fine and fine-dispersed gold. During
extraction stage we plan to lease or rent equipment for fine gold extraction. If
we only raise the minimum amount from this offering we will use smaller, less
sophisticated equipment. Any funds left over from the exploration stage will be
spent on leasing more sophisticated and more efficient equipment. We may also
use the extra funds to expand our mining team by hiring more geologists, and
general mining workers. We expect to spend a minimum of $10,000 to set up the
extraction stage of our operations.
As shown above, we require a minimum of $40,000 to begin the extraction
stage of our business plan. If we only raise the minimum amount from this
offering and are unable to raise additional funds by the time we reach the
extraction stage of our business plan, we will likely be unable to generate
revenues and may have to cease operations.
We do not plan to rent office as we have oral agreement with our President
to use his office at Shelkovskoe shosse, 92/5, Suite 64, Moscow, Russian
Federation 105523.
DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined in order
for us to raise up to a total of $90,000 in this offering. The offering price
bears no relationship whatsoever to our assets, earnings, book value or other
criteria of value. Among the factors considered were:
- our lack of operating history
- the proceeds to be raised by the offering
10
- the amount of capital to be contributed by purchasers in this offering
in proportion to the amount of stock to be retained by our existing
Stockholders, and
- our relative cash requirements.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
As of July 31, 2008, the net tangible book value of our shares of common
stock was $4,503 or approximately $0.0009 per share based upon 5,000,000 shares
outstanding.
IF 100% OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event all of the shares are sold,
the net tangible book value of the 8,000,000 shares to be outstanding will be
$94,503 or approximately $0.012 per share. The net tangible book value of the
shares held by our existing stockholders will be increased by $0.011 per share
without any additional investment on their part. You will incur an immediate
dilution from $0.03 per share to $0.012 per share.
After completion of this offering, if 3,000,000 shares are sold, you will
own approximately 37.50% of the total number of shares then outstanding for
which you will have made cash investment of $90,000, or $0.03 per share. Our
existing stockholders will own approximately 62.50% of the total number of
shares then outstanding, for which they have made contributions of cash totaling
$5,000.00 or $0.001 per share.
IF 2,000,000 SHARES ARE SOLD:
Upon completion of this offering, in the event 2,000,000 shares are sold,
the net tangible book value of the 7,000,000 shares to be outstanding will be
$64,503, or approximately $0.009 per share. The net tangible book value of the
shares held by our existing stockholders will be increased by $0.008 per share
without any additional investment on their part. You will incur an immediate
dilution from $0.03 per share to $0.009 per share.
After completion of this offering, if 2,000,000 shares are sold, you will
own approximately 28.57% of the total number of shares then outstanding for
which you will have made a cash investment of $60,000, or $0.03 per share. Our
existing stockholders will own approximately 71.43% of the total number of
shares then outstanding, for which they have made contributions of cash totaling
$5,000.00 or $0.001 per share.
IF THE MINIMUM NUMBER OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event 1,000,000 shares are sold,
the net tangible book value of the 6,000,000 shares to be outstanding will be
$34,503, or approximately $0.006 per share. The net tangible book value of the
shares held by our existing stockholders will be increased by $0.005 per share
11
without any additional investment on their part. You will incur an immediate
dilution from $0.03 per share to $0.006 per share.
After completion of this offering, if 1,000,000 shares are sold, you will
own approximately 16.67% of the total number of shares then outstanding for
which you will have made a cash investment of $30,000, or $0.03 per share. Our
existing stockholders will own approximately 83.33% of the total number of
shares then outstanding, for which they have made contributions of cash totaling
$5,000.00 or $0.001 per share.
The following table compares the differences of your investment in our
shares with the investment of our existing stockholders.
EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD:
Price per share $ 0.001
Net tangible book value per share before offering $ 0.0009
Potential gain to existing shareholders $ 90,000
Net tangible book value per share after offering $ 0.012
Increase to present stockholders in net tangible book value
per share after offering $ 90,000
Capital contributions $ 5,000
Number of shares outstanding before the offering 5,000,000
Number of shares after offering assuming the sale of the
maximum number of shares 8,000,000
Percentage of ownership after offering 62.50%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
Price per share $ 0.03
Dilution per share $ 0.012
Capital contributions $ 90,000
Number of shares after offering held by public investors 3,000,000
Percentage of capital contributions by existing shareholders 5.26%
Percentage of capital contributions by new investors 94.74%
Percentage of ownership after offering 37.50%
PURCHASERS OF SHARES IN THIS OFFERING IF TWO-THIRD OF SHARES SOLD
Price per share $ 0.03
Dilution per share $ 0.009
Capital contributions $ 60,000
Number of shares after offering held by public investors 2,000,000
Percentage of capital contributions by existing shareholders 7.69%
Percentage of capital contributions by new investors 92.31%
Percentage of ownership after offering 28.57%
12
PURCHASERS OF SHARES IN THIS OFFERING IF MINIMUM NUMBER OF SHARES SOLD
Price per share $ 0.03
Dilution per share $ 0.005
Capital contributions $ 30,000
Percentage of capital contributions by existing shareholders 14.29%
Percentage of capital contributions by new investors 55.71%
Number of shares after offering held by public investors 1,000,000
Percentage of ownership after offering 16.67%
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
We are offering 3,000,000 shares of common stock on a self-underwritten
basis, 1,000,000 shares minimum, and 3,000,000 shares maximum basis. The
offering price is $0.03 per share. Funds from this offering will be placed in
our corporate bank account. This account is not an escrow, trust or similar
account. The funds will be maintained in our bank account until we receive a
minimum of $30,000 at which time we will begin to use them as set forth in the
Use of Proceeds section of this prospectus. Since, your subscription will be
deposited in our corporate bank account, if we are sued for any reason and a
judgment is rendered against us, your subscription could be seized in a
garnishment proceeding and you could lose your investment, even if we fail to
raise the minimum amount in this offering. As a result, there is no assurance
that your funds will be returned to you if the minimum offering is not reached.
Any funds received by us thereafter will immediately used by us. If we do not
receive the minimum amount of $30,000 within 210 days of the effective date of
our registration statement, all funds will be promptly returned to you without a
deduction of any kind. During the 210 day period, no funds will be returned to
you. You will only receive a refund of your subscription if we do not raise a
minimum of $30,000 within the 210 day period referred to above. You will only
have the right to have your funds returned if we do not raise the minimum amount
of the offering or there would be a change in the material terms of the
offering. The following are material terms that would allow you to be entitled
to a refund of your money:
* change in the offering price;
* change to allow sales to affiliates in order to meet the minimum sales
requirement;
* extension of the offering period beyond 210 days;
* change in the minimum sales requirement;
* change in the amount of proceeds necessary to release the proceeds
held in our bank account; and,
If the changes above occur, any new offering may be made by means of a
post-effective amendment.
We will sell the shares in this offering through our officers and sole
director, Maksim Selivanov and Alexander Deshin. They will receive no commission
from the sale of any shares. They will not register as a broker-dealer under
section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1.
Rule 3a4-1 sets forth those conditions under which a person associated with an
issuer may participate in the offering of the issuer's securities and not be
deemed to be a broker/dealer. The conditions are that:
1. The person is not statutorily disqualified, as that term is defined in
Section 3(a)(39) of the Act, at the time of his participation; and,
2. The person is not compensated in connection with his participation by
the payment of commissions or other remuneration based either directly or
indirectly on transactions in securities;
3. The person is not at the time of their participation, an associated
person of a broker/dealer; and,
13
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of
the Exchange Act, in that he (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of the
Issuer otherwise than in connection with transactions in securities; and (B) is
not a broker or dealer, or an associated person of a broker or dealer, within
the preceding twelve (12) months; and (C) do not participate in selling and
offering of securities for any Issuer more than once every twelve (12) months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Alexander Deshin and Maksim Selivanov are not statutorily disqualified, are
not being compensated, and are not associated with a broker/dealer. They are and
will continue to be our officers and sole director at the end of the offering
and have not been during the last twelve months and are currently not a
broker/dealer or associated with a broker/dealer. They will not participate in
selling and offering securities for any issuer more than once every twelve
months.
Only after our registration statement is declared effective by the SEC, do
we intend to advertise, through tombstones, and hold investment meetings in
various locations where the offering will be registered. We will not utilize the
Internet to advertise our offering. Mr. Deshin and Mr. Selivanov will also
distribute the prospectus to potential investors at the meetings, to business
associates and to his friends and relatives who are interested in us and a
possible investment in the offering. No shares purchased in this offering will
be subject to any kind of lock-up agreement.
Management and affiliates thereof will not purchase shares in this offering
to reach the minimum.
We intend to sell our shares outside the United States.
SECTION 15(g) OF THE EXCHANGE ACT
Our shares are covered by Section 15(g) of the Securities Exchange Act of
1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated
thereunder. They impose additional sales practice requirements on broker/dealers
who sell our securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules
15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the
penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in
penny stocks unless the broker/dealer has first provided to the customer a
standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a
penny stock transaction unless the broker/dealer first discloses and
subsequently confirms to the customer current quotation prices or similar market
information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock
transactions for a customer unless the broker/dealer first discloses to the
customer the amount of compensation or other remuneration received as a result
of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock
transaction, other than one exempt under Rule 15g-1, disclose to its customer,
at the time of or prior to the transaction, information about the sales persons
compensation.
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Rule 15g-6 requires broker/dealers selling penny stocks to provide their
customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the
customer's account; obtain a written agreement from the customer setting forth
the identity and quantity of the stock being purchased; obtain from the customer
information regarding his investment experience; make a determination that the
investment is suitable for the investor; deliver to the customer a written
statement for the basis for the suitability determination; notify the customer
of his rights and remedies in cases of fraud in penny stock transactions; and,
FINRA's toll free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons. The application of the penny stock
rules may affect your ability to resell your shares.
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date of this prospectus and continue for a
period of up to 210 days.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
- execute and deliver a subscription agreement
- deliver a check, certified funds or send funds via bank wire to us for
acceptance or rejection.
All checks for subscriptions must be made payable to Planet Resources, Inc.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part,
for any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking
statements that reflect our current views with respect to future events and
financial performance. Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.
We are a start-up stage corporation and have not started operations or
generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that our
auditors believe there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have not generated any revenues and no revenues
15
are anticipated until we complete exploration stage of our business plan and
start production of fine, extra-fine and fine-dispersed gold. Accordingly, we
must raise cash from sources other than operations. Our only other source for
cash at this time is investments by others in our company. We must raise cash to
implement our project and begin our operations. Even if we raise the maximum
amount of money in this offering, we do not know how long the money will last.
We will not begin operations until we raise money from this offering.
To meet our need for cash we are attempting to raise money from this
offering. We believe that we will be able to raise enough money through this
offering to begin operations but we cannot guarantee that once we begin
operations we will stay in business after operations have commenced. If we are
unable to successfully finish exploration stage of our business plan and find
economic mineralization of fine, extra-fine and fine-dispersed gold in tailings
or refuse of mining and processing industry and start production, we may quickly
use up the proceeds from the minimum amount of money from this offering and will
need to find alternative sources of funding. At the present time, we have not
made any arrangements to raise additional cash, other than through this
offering.
If we need additional cash and cannot raise it, we will either have to
suspend operations until we do raise the cash, or cease operations entirely. If
we raise the minimum amount of money from this offering, it may not be enough to
start production or extraction stage of our business plan. If we raise the
maximum amount, we believe the money will be sufficient to able to start
extraction of fine-gold and provide for growth strategy. If we raise less than
the maximum amount and we need more money we will have to revert to obtaining
additional money. Additional funding may come from selling additional shares of
our stock or from loans from our officers and director. If we will not be
successful in obtaining additional funding, our operations may fail.
PLAN OF OPERATION
Assuming we raise the minimum amount in this offering, we believe we can
satisfy our cash requirements up to the extraction stage of our business plan.
Upon completion of our public offering, our specific goal is to locate mining
sites with tailings or refuse of mining; determine the prospects of extracting
fine, extra-fine and fine-dispersed gold from such sites; and profitably extract
this gold. Our plan of operations following filing of this registration
statement is as follows:
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within 210 days after the
effectiveness of our registration statement by the Securities and Exchange
Commissions. We intend to concentrate all our efforts on raising capital during
this period. We do not plan to begin business operations until we complete our
public offering.
RESEARCH STAGE OF OUR BUSINESS PLAN
After the completion of this offering, we plan to initiate the research
stage of our business plan. We intend to locate mining sites with tailings or
refuse of mining and processing industry (technogenic deposits) and determine
the possibility of extracting fine, extra-fine and fine-dispersed gold from such
sites. We have executed a consulting agreement with an independent
consultant-geologist who will perform these tasks on our behalf. We will pay our
consultant-geologist $5,000.00 and a two percent Net Smelter Royalty for
conducting this research. We plan to complete the location of mining sites
within two months following the completion of this offering.
16
EXPLORATION STAGE OF OUR BUSINESS PLAN
Following the successful location of mining sites with potential commercial
contents of fine gold, we plan to initiate the exploration stage of our business
plan. Our geologist will gather geological data including taking additional
samples and performing tests to determine if the extracting of fine, extra-fine
and fine-dispersed gold from our mining sites is economical. We plan to complete
the exploration stage of our business plan approximately in three months
following the completion of the research stage. The expenditures of the
exploration stage are expected to be approximately $15,000 to $20,000, which
will include lease or rent of exploration equipment, salaries, travel, meal and
accommodation expenses. The level of the expenditures may depend on the amount
of financing we will receive from our offering. Spending more money will allow
us to conduct more thorough and accurate explorations which will make the
extraction of gold more efficient and profitable.
GOLD-EXTRACTION STAGE OF OUR BUSINESS PLAN
Following successful completion of exploration stage we intend to commence
extracting of fine, extra-fine and fine-dispersed gold. We intend to hire one or
two additional mining workers to work on our mining sites. During the extraction
stage we are going to lease or rent additional equipment for fine gold
extraction. If we only raise the minimum amount from our offering we will use
smaller, less sophisticated equipment during extraction stage. Any funds left
over from the exploration stage will be spent on leasing more sophisticated and
more efficient equipment. We may also use the extra funds to expand our mining
team by hiring more geologists, and general mining workers. We expect to spend a
minimum of $10,000 to set up the extracting stage of our operations. The work
will have to be suspended for approximately six to seven months if it runs into
the winter season, when the ground freezes over. Also the completion time will
depend on the type of equipment leased and on the size of the mining sites.
Depending on the amount of funds we raise during our offering, we may need
to raise additional funds to carry out our business plan. If we are unable to
raise additional funds, we may be forced to cease operations.
SUMMARY
In summary, we should be in full operation and extracting fine-gold in 150
days after completing our offering. Until we have finished research and
exploration stage, we do not believe that we can start fine-gold extraction. We
believe, however, that once we finish exploration we can start to extract
fine-gold and earn profit. If we are unable to locate and select property for
profitable extraction of fine, extra-fine and fine-dispersed gold, we may have
to suspend or cease operations. If we cannot generate sufficient revenues to
continue operations, we will suspend or cease operations. If we cease
operations, we do not know what we will do and we do not have any plans to do
anything else.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have not
generated any revenues. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources
and possible cost overruns due to price and cost increases in services and
products.
17
We have no assurance that future financing will be available to us on
acceptable terms. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in additional dilution to existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON APRIL 24, 2008 TO JULY 31, 2008
During the period we incorporated the company, and prepared a business
plan. Our net loss since inception is $497of which $81 is for bank charges, $8
is for a SEC registration fee and $408 is for an incorporation service fee. We
have not started our proposed business operations and will not do so until we
have completed this offering. We expect to begin operations 150 days after we
complete this offering.
Since inception, we sold 5,000,000 shares of common stock to our director
for $5,000. In August 4, 2008, Mr. Deshin transferred 1,000,000 of his shares of
common stock to Maksim Selivanov in consideration for $1,000 in cash.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this prospectus, we have yet to generate any revenues
from our business operations.
We issued 5,000,000 shares of common stock through a Regulation S offering
in May 2008. This was accounted for as a sale of common stock.
As of July 31, 2008, our total assets were $7,946 and our total liabilities
were $3,443 comprising of $3,443 owning to Alexander Deshin, our officer and
sole director.
BUSINESS
GENERAL
We were incorporated in the State of Nevada on April 24, 2008. We have not
yet started operations. We have not generated any revenues and the only
operations we have engaged in so far are the development of a business plan and
execution of a consulting contract with our geologist. We maintain our statutory
registered agent's office at 5348 Vegas Dr, Las Vegas, Nevada, 89108. Our
business office is located at Shelkovskoe shosse, 92/5, Suite 64, Moscow,
Russian Federation 105523. Our telephone number is +7-902-512-6747. This is the
office of our President, Alexander Deshin. We do not pay any rent to Mr. Deshin
and there is no agreement to pay any rent in the future.
We have not begun operations and will not begin operations until we have
completed this offering. Our plan of operation is forward-looking and there is
no assurance that we will ever begin operations. We are a development stage
company and have not earned any revenues. It is likely that we will not be able
to achieve profitability and will have to cease operations due to the lack of
funding.
PRODUCTS/SERVICES
We intend to extract fine, extra-fine and fine-dispersed gold from tailings
or refuse of mining and processing industry (technogenic deposits).
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The loss in the process of extracting placer and ore gold is associated
with fine, plate and dust shape gold varying in size from 0.2mm to 0.05mm and
less. During intensive mining exploitation, coarse or rough texture metal is
extracted easier than the finer particles which remain in the tailings. On
average, 20% to 50% of gold is lost when traditional, methods and inefficient
equipment is used.
As a result of decades of inefficient mining in Russia, an enormous amount
of technogenic dumps have accumulated, which have become a source of additional
gold through re-mining. In some cases the grades at such dumps are comparable to
those of newly commissioned mines. However almost no Russian companies have
turned their attention to working these old dumps. These dumps represent a great
opportunity to new entrepreneurs. New technology is now available which can
allow us to recover fine-grained and fine-dispersed gold from material that was
mined using older technology.
We believe that the most efficient way of extracting gold from these
technogenic dumps is by using centrifugal gravity concentrators. We intent to
lease centrifugal concentrators in the extraction stage of our business. One of
the leading manufacturers of centrifugal concentrators is Itomak (Pty)
Ltd.(www.itomak.com). Practical experience proves that the use of Itomak
concentrators for extraction of free gold starting from 0.3g/t is a viable
undertaking in most cases. The level of extraction of free metal reaches 80% and
in some cases even exceeds that figure.
EQUIPMENT
Centrifugal concentrator utilizes centrifugal force to separate gold
particles from waste matter. It can recover gold as small as 10 microns. The
underlying premise, on which the operation of the concentrator is based, is that
gold is a very heavy metal and has a specific weight and density. The material
that it needs to be extracted from is much lighter. By using centrifugal force
the gold is forced apart from waste materials by simultaneous use of water
sprays and oscillation of the bed fragments, with rotation speed frequencies in
radial and axial directions. The operation requires water, electricity and some
manual labor. It is far less complicated than chemical process and can be
utilized both above and below ground. Despite its simplicity the concentrator
has many features that include: low electric power consumption, small weight and
small critical dimensions; the potential for modularizing; a high scale of
concentration of host material and withdrawal of "flat" and "buoyant" gold.
Centrifugal systems can be set up in any environment with very minimal
requirements. This is one of the major advantages of the system, since it helps
eliminate crippling transport costs often associated with creating dumps.
One of the centrifugal concentrators that we plan to use, (mainly in the
exploration stage) is Itomak KH-0,1 which is ideal for:
* exploration of fine, extra-fine and fine-dispersed gold
* for extracting gold from tailings or refuse of mining and processing
industry (technogenic deposits)
* technological proving
* scientific and laboratory research
This concentrator has many advantages. The main advantage is high
production yield with very small dimensions:
* weight: 36 kg
* size: 350mm x 550mm x 620mm
* engine power: 250 Vat
* production: 150 kg/hour
19
Also, this piece of equipment is very durable, safe and ecological. Many
exploration and gold extraction companies around the world use this
concentrator. It is an ideal concentrator for the exploration stage as it is
very mobile and can be moved and operated by only one person.
To enhance gold production at the extraction stage of our business plan,
assuming we have sufficient funds, we intend to rent or lease more productive
equipment that can process higher amounts of mining refuse per hour. Such
equipment will cost more to lease and will require more power and machinery for
loading raw material, tailings or refuse of mining.
REVENUE
The extracted fine, extra-fine and fine-dispersed gold from tailings or
refuse of mining will remain in possession of holders of production licenses on
whose mining properties we will be working. We plan to charge license holders a
fee equal to the market price of gold less a 20% discount.
COMPETITION
Currently, in Russia, many new gold production licenses are sold via
government auctions and many placer and ore gold properties are ready for gold
extraction. Established mining companies still prefer traditional methods of
gold extraction. Only a few, smaller companies are beginning to extract fine,
extra-fine and fine-dispersed gold from tailings or refuse of mining, as this
method of extracting doesn't require a large capital investment. Only manual
labor, power and water are needed to start extraction. Although there is not
much competition in this industry currently, it is likely that many companies
will mimic our business plan. As a result, we may have to compete with other
companies for good properties with tailings or refuse of mining and our revenue
may decline.
WHY RUSSIA?
The growing demand for and the price of gold make recovering additional
gold through re-mining a more attractive venture. Russia is the only large gold
producer where nearly half of gold is extracted from placer gold despite placer
gold deposits containing only 17.5% of total gold deposits. Before year 2000,
60% of all recovered gold in Russia was extracted from placer gold. Currently,
this percentage is decreasing, and in 2007 only 40% of gold was extracted from
placer gold. Scientist estimate that with the same rate of placer gold
production it will discontinue in 10-15 years. At the same time, extracting
placer gold is less expensive and does not require a large investment. Therefore
increasing gold resources by means of re-mining tailings or refuse of mining and
processing industry (technogenic deposits) with use of modern technology is very
important for Russia.
For the last three years total production of gold in Russia has decreased.
New technologies are needed to start extracting fine, extra-fine and
fine-dispersed gold from tailing dumps as they often contain the same grade of
gold as newly commissioned mines.
2001 2002 2003 2004 2005 2006 2007
---- ---- ---- ---- ---- ---- ----
Gold production
in Russia in tons 141.4 158.1 158.1 159.4 152.0 150.0 144.8
The dimension and shape of gold have an influence on the amount of gold
left in tailing dumps. Many companies re-mine tailings but with older
technologies, they can only extract 30% of the gold as the size of such gold is
20
less than 0.25 mm. Research shows that gold particles in tailing dumps in Russia
can be up to 0.6 mm. This is because most gold mines in Russia are in adverse
climate areas and gold particles are attached to ice and clay. With new
technologies these particles can be extracted with ease.
For the past 30 years average concentration of placer gold decreased three
times form 2.8 g/m3 to 1.06 g/m3. Most mining technologies can effectively
extract particles larger than 0.25 mm. Only 20% of gold with dimension from 0.1
to 0.25 mm is extracted with most technologies and all gold with a size less
than 0.1 mm goes into dumps. Therefore, up to 50% of all gold is lost and
remains in tailing dumps.
There are 12 billion tailings or refuse of mining and processing industry
(technogenic deposits) in Russia, some of them consist of gold with
concentrations higher than new gold deposits. Fine, extra-fine and
fine-dispersed gold resources in tailing dumps of mining are very high. The same
amount of gold can be recovered after re-mining with new technologies as was
extracted the first time. Tailing dumps consist of ready to use raw material as
it is shredded and panned out material. The cost of processing dumps is much
less than the cost to process ore. Also, it is much easier and cheaper to make a
valuation of gold in dumps than it is to make a valuation of placer or ore gold.
The concentration of gold in the tailing dumps ranges from 0.1 to several grams
per cubic meter of refuse of mining.
CONSULTING CONTRACT WITH GEOLOGIST
We have executed a written consulting agreements with a Russian geologist
aimed at researching mining sites with tailings or refuse of mining and
processing industry (technogenic deposits) and determination of possibilities
and prospects of extracting fine, extra-fine and fine-dispersed gold from such
sites. The research shall be carried out in the territory of the Russian
Federation. The main respective duties of each party under the contract are as
follows:
Duties of the Contractor:
1. Locating prospective business subjects with special permits for use of
subterranean resources activity within the boundaries of their sites
for the purpose of minerals mining.
2. Selecting sites, with available tailings or refuse of mining and
processing industry that contain economic concentration of gold with a
minimum potential gold content of 200kg.
3. Taking samples and performing tests with a view of estimating content
and concentration of fine, extra-fine and fine-dispersed gold in
refuse of mining and processing industry (technogenic deposits).
4. Providing a complete cost schedule in connection with the extraction
of fine gold from the selected sites and transportation to the point
of sale.
5. Obtaining agreements for each mining site, whereby the licensee will
allow us or our whole owned subsidiary to extract fine gold from the
licensee's mining site. The extracted gold will remain in possession
of the license holder in return for payment equal to the market price
of gold at the time of extraction less a 20% discount.
Duties of the Customer:
1. Provide the Contractor with a written assignment agreement 30 days
prior to commencement of the Consulting.
2. Upon the Contractor's request, provide the latter with all the
available information necessary for efficient research.
3. Accept the Research Results and pay the Contractor.
Upon completion of the contract we will be required to pay a consulting fee of
US$5,000.00 to the geologist as well as ongoing royalty of 2% of the annual net
profit generated from the mining sites that he refers to us. A more detailed
21
list of terms can be found in the copy of the contract which is included as an
exhibit to this registration statement.
INSURANCE
We do not maintain any insurance and do not intend to maintain any
insurance in the future. Because we do not have any insurance, if we are made a
party to a products liability action, we may not have sufficient funds to defend
the litigation. If that occurs, a judgment could be rendered against us that
could cause us to cease operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees, other
than our officers and sole director. We intend to hire additional employees on
an as needed basis.
OFFICES
Our offices are currently located at Shelkovskoe shosse, 92/5, Suite 64,
Moscow, Russian Federation 105523. Our telephone number is +7-902-512-6747. This
is the office of our President, Alexander Deshin. We do not pay any rent to Mr.
Deshin and there is no agreement to pay any rent in the future. Upon the
completion of our offering, we do not intend to establish an office elsewhere.
GOVERNMENT REGULATION
We are not currently subject to direct U.S. federal, state or local
regulation. We plan to extract gold form tailing dumps at the existing mines
where companies hold gold production licenses. All our activities will be
subject to Russian Law.
MANAGEMENT
OFFICERS AND DIRECTORS
Our sole director will serve until his successor is elected and qualified.
Our officers are elected by the board of directors to a term of one (1) year and
serves until their successors are duly elected and qualified, or until they are
removed from office. The board of directors has no nominating, auditing or
compensation committees.
The name, address, age and position of our present officers and
director are set forth below:
Name and Address Age Position(s)
---------------- --- -----------
Alexander Deshin 36 President, Chief Executive Officer,
Shelkovskoe shosse, 92/5, Suite 64 Treasurer, Chief Financial Officer, Principal
Moscow, Russian Federation Accounting Officer and sole member of the Board
105523 of Directors.
Maksim Selivanov 32 Secretary
Shelkovskoe shosse, 92/5, Suite 64
Moscow, Russian Federation 105523
22
The person named above has held their offices/positions since the inception
of our company and are expected to hold their offices/positions until the next
annual meeting of our stockholders.
BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICERS AND DIRECTORS
Set forth below is a brief description of the background and business
experience of our executive officers and sole director for the past five years.
MR. DESHIN has acted as our Officer and sole Director since our inception
on April 24, 2008. He graduated with a Bachelor of Business Administration
Degree from Baikal State Business University in June 1994. After graduation
until September 1999, Mr. Deshin was initially employed as assistant Director
for Eastland Holding Corp., a large holding company whose business was involved
in many industries such as oil and gas, wholesale and retail trade, production
of goods, real estate and development. In September 1999 Alexander Deshin
founded his own company, San-Decor, Ltd, where he worked as CEO and President.
San-Decor Holding is a holding company that unites companies working in
wholesale and retail trade; distributing sanitary engineering equipment, water
supply and sewerage materials in Russia and abroad; the production of home
restoration goods; sewage, water and sanitary equipment assembling; real estate
and investment activities. Mr. Deshin intends to devote 30% of his time to
planning and organizing activities for us.
Since July 2008, MR. SELIVANOV has been our Secretary. He graduated in 1998
with a Bachelor Degree in Chinese Language from Baikal State Language
University. In 2006 he graduated with a Masters Degree in Corporate Law from
Baikal State Technical University. Since 1998 to 2006 he has worked as a sole
proprietor in wholesale trade. Since 2006 he has been working as a bank
associate in SberBank, the largest Russian bank.
During the past five years, Mr. Deshin and Mr. Selivanov have not been the
subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Deshin and Mr. Selivanov were a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, by a court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting Mr. Deshin or Mr.
Selivanov's involvement in any type of business, securities or banking
activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
23
AUDIT COMMITTEE FINANCIAL EXPERT
We do not have an audit committee financial expert. We do not have an audit
committee financial expert because we believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because we have no
operations, at the present time, we believe the services of a financial expert
are not warranted.
CONFLICTS OF INTEREST
Alexander Deshin, our President will be devoting approximately 30% of his
time to our operations and Maksim Selivanov, our Secretary will be devoting
approximately 20% of his time to our operations. Because Mr. Deshin and Mr.
Selivanov will only be devoting limited time to our operations, our operations
may be sporadic and occur at times which are convenient to them. As a result,
operations may be periodically interrupted or suspended which could result in a
lack of revenues and a cessation of operations.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us for the last
three fiscal years ending July 31, 2008 to each of our officers. This
information includes the dollar value of base salaries, bonus awards and number
of stock options granted, and certain other compensation, if any. The
compensation discussed addresses all compensation awarded to, earned by, or paid
or named executive officers.
EXECUTIVE OFFICER COMPENSATION TABLE
Nonqualified
Non-Equity Deferred
Stock Option Incentive Plan Compensation All Other
Salary Bonus Awards Awards Compensation Earnings Compensation Total
Name and Principal Position Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
- --------------------------- ---- ----- ----- ----- ----- ----- ----- ----- -----
Alexander Deshin 2008 0 0 0 0 0 0 0 0
President and Treasurer
Maksim Selivanov Secretary 2008 0 0 0 0 0 0 0 0
We have no employment agreements with any of our officers. We do not
contemplate entering into any employment agreements until such time as we begin
profitable operations.
The compensation discussed herein addresses all compensation awarded to,
earned by, or paid to our named executive officers.
There are no other stock option plans, retirement, pension, or profit
sharing plans for the benefit of our officers and directors other than as
described herein.
24
COMPENSATION OF OUR SOLE DIRECTOR
Our sole member of our board of directors is not compensated for his
services as a director. The board has not implemented a plan to award options to
any directors. There are no contractual arrangements with any member of the
board of directors. We have no director's service contracts
DIRECTOR'S COMPENSATION TABLE
Non-Equity Nonqualified
Incentive Deferred
Fees Earned or Stock Options Plan Compensation All Other
Paid in Cash Awards Awards Compensation Earnings Compensation Total
Name Year (US$) (US$) (US$) (US$) (US$) (US$) (US$)
---- ---- ----- ----- ----- ----- ----- ----- -----
Alexander Deshin 2008 0 0 0 0 0 0 0
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation
intended to serve as incentive for performance.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws, we may indemnify an officer
or director who is made a party to any proceeding, including a lawsuit, because
of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest. We may advance expenses incurred in
defending a proceeding. To the extent that the officer or director is successful
on the merits in a proceeding as to which he is to be indemnified, we must
indemnify him against all expenses incurred, including attorney's fees. With
respect to a derivative action, indemnity may be made only for expenses actually
and reasonably incurred in defending the proceeding, and if the officer or
director is judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Nevada.
Regarding indemnification for liabilities arising under the Securities Act
of 1933, which may be permitted to directors or officers under Nevada law, we
are informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the
total number of shares owned beneficially by our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what their ownership will
be assuming completion of the sale of all shares in this offering. The
stockholders listed below have direct ownership of their shares and possesses
sole voting and dispositive power with respect to the shares.
25
Percentage of
Percentage of Number of Shares Ownership After
Number of Ownership After Offering the Offering
Name and Address Shares Before Before the Assuming all of the Assuming all of the
Beneficial Owner [1] the Offering Offering Shares are Sold Shares are Sold
- -------------------- ------------ -------- --------------- ---------------
Alexander Deshin 4,000,000 80% 4,000,000 50.00%
Maksim Selivanov 1,000,000 20% 1,000,000 12.50%
All Officers and Sole
Director as a Group 5,000,000 100% 5,000,000 62.50%
- ----------
(1) The persons named above may be deemed to be a "PARENT" and "PROMOTER" of
our company, within the meaning of such terms under the Securities Act of
1933, as amended, by virtue of his direct and indirect stock holdings. Mr.
Deshin and Mr. Selivanov are the only "PROMOTERS" of our company.
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 5,000,000 shares of common stock are held by our officers and
sole director, all of which are restricted securities, as defined in Rule 144 of
the Rules and Regulations of the SEC promulgated under the Securities Act. Under
Rule 144, the shares can be publicly sold, subject to volume restrictions and
restrictions on the manner of sale, commencing six months after their
acquisition. Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our
common stock and the shares we are offering.
There is no public trading market for our common stock. There are no
outstanding options or warrants to purchase, or securities convertible into, our
common stock. There are two holders of record of our common stock. The record
holders are our sole director, Alexander Deshin, who owns 4,000,000 restricted
shares and our Secretary, Maksim Selivanov, who owns 1,000,000 restricted shares
of our common stock.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock,
par value $0.001 per share. The holders of our common stock:
- have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
- are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
26
- do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
- are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
All shares of common stock now outstanding are fully paid for and
non-assessable and all shares of common stock that are the subject of this
offering, when issued, will be fully paid for and non-assessable. We refer you
to our Articles of Incorporation, Bylaws and the applicable statutes of the
State of Nevada for a more complete description of the rights and liabilities of
holders of our securities.
PREFERRED STOCK
We currently do not have a class of preferred stock and therefore no
preferred shares are issued and outstanding.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed,
assuming the sale of all of the shares of common stock, present stockholders
will own approximately 62.5% of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
ANTI-TAKEOVER PROVISIONS
There are no Nevada anti-takeover provisions that may have the effect of
delaying or preventing a change in control.
REPORTS
After we complete this offering, we will not be required to furnish you
with an annual report. Further, we will not voluntarily send you an annual
report. We will be required to file reports with the SEC under section 15(d) of
the Securities Act. The reports will be filed electronically. The reports we
will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of
any materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.
STOCK TRANSFER AGENT
Our stock transfer agent for our securities is Island Stock Transfer, 100
Second Avenue S., Suite 300N, St. Petersburg, Fl 33701. Its telephone number is
(727) 287-0010.
27
CERTAIN TRANSACTIONS
On May 2008, we issued a total of 5,000,000 shares of restricted common
stock to Alexander Deshin, our sole officer and director in consideration for
$5,000 cash.
On August 4, 2008, Mr. Deshin transferred 1,000,000 of his shares of common
stock to Maksim Selivanov in consideration for $1,000 cash.
Further, Mr. Deshin has advanced funds to us. As of July 31, 2008, Mr.
Deshin advanced us $3,443. Mr. Deshin will not be repaid from the proceeds of
this offering. There is no due date for the repayment of the funds advanced to
us by Mr. Deshin. Mr. Deshin will be repaid from revenues of operations if and
when we generate revenues. There is no assurance that we will ever generate
revenues from our operations. The obligation to Mr. Deshin does not bear
interest and there is no written agreement evidencing the advance of funds by
Mr. Deshin or the repayment of the funds to Mr. Deshin. The entire transaction
was oral.
Mr. Deshin allows us to use approximately 120 square feet of his office for
our operations on a rent free basis.
LITIGATION
We are not currently a party to any legal proceedings. Our address for
service of process in Nevada is 5348 Vegas Drive, Las Vegas, Nevada, 89108
EXPERTS
Our financial statements for the period from inception to July 31, 2008,
included in this prospectus have been audited by Ronald R. Chadwick, P.C. as set
forth in their report included in this prospectus. Their report is given upon
their authority as experts in accounting and auditing.
LEGAL MATTERS
Dean Law Corp., has provided an opinion on the validity of our common
stock. They have been retained solely for the purpose of providing this opinion
and a review our registration statement.
FINANCIAL STATEMENTS
Our fiscal year end is July 31. We will provide audited financial
statements to our stockholders on a quarterly basis; the statements will be
prepared by a firm of Chartered Accountants.
Our financial statements from inception to July 31, 2008, follow:
28
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS
Balance Sheet F-2
Statement of Operations F-3
Statement of Stockholders' Deficiency F-4
Statement of Cash Flows F-5
NOTES TO THE FINANCIAL STATEMENTS F-6
29
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Planet Resources, Corp.
Moscow, Russia
I have audited the accompanying balance sheet of Planet Resources, Corp. (a
development stage company) as of July 31, 2008 and the related statements of
operations, stockholders' equity and cash flows for the period from April 24,
2008 (inception) through July 31, 2008. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit to obtain reasonable assurance about 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. I believe that my audit provides a reasonable
basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Planet Resources, Corp. as of July
31, 2008 and the related statements of operations, stockholders' equity and cash
flows for the period from April 24, 2008 (inception) through July 31, 2008 in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements the Company has suffered recurring losses from operations
that raise substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Ronald R. Chadwick, P.C.
Aurora, Colorado -------------------------------
September 4, 2008 RONALD R. CHADWICK, P.C.
F-1
PLANET RESOURCES, CORP
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
July 31,
2008
--------
ASSETS
CURRENT ASSETS
Cash $ 7,946
--------
TOTAL ASSETS $ 7,946
========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Loan from Director $ 3,443
--------
TOTAL CURRENT LIABILITIES 3,443
--------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 75,000,000 shares authorized;
5,000,000 shares issued and outstanding 5,000
Additional paid-in-capital --
Deficit accumulated during the development stage (497)
--------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 4,503
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 7,946
========
The accompanying notes are an integral part of these financial statements.
F-2
PLANET RESOURCES, CORP
(A Development Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
From Inception on
April 24, 2008 to
July 31,
2008
----------
EXPENSES
General and Administrative Expenses $ 497
----------
Net (loss) from Operation before Taxes (497)
Provision for Income Taxes 0
----------
Net (loss) $ (497)
==========
(LOSS) PER COMMON SHARE - BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 3,181,818
==========
The accompanying notes are an integral part of these financial statements.
F-3
PLANET RESOURCES, CORP
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception on April 24, 2008 to July 31, 2008
- --------------------------------------------------------------------------------
Deficit
Accumulated
Number of Additional During
Common Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance at inception on April 24, 2008
May 30,2008
Common shares issued for cash at $0.001 5,000,000 $ 5,000 $ -- $ -- $ 5,000
Net (loss) -- -- -- (497) (497)
--------- ------- -------- -------- -------
Balance as of July 31, 2008 5,000,000 $ 5,000 $ -- $ (497) $ 4,503
========= ======= ======== ======== =======
The accompanying notes are an integral part of these financial statements.
F-4
PLANET RESOURCES, CORP
(A Development Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
From Inception on
April 24, 2008 to
July 31,
2008
--------
OPERATING ACTIVITIES
Net (loss) $ (497)
--------
Net cash (used) for operating activities (497)
--------
FINANCING ACTIVITIES
Loans from Director 3,443
Sale of common stock 5,000
--------
Net cash provided by financing activities 8,443
--------
Net increase (decrease) in cash and equivalents 7,946
Cash and equivalents at beginning of the period --
--------
Cash and equivalents at end of the period $ 7,946
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ --
========
Taxes $ --
========
NON-CASH ACTIVITIES $ --
========
The accompanying notes are an integral part of these financial statements.
F-5
PLANET RESOURCES, CORP
(A Development Stage Company)
Notes To The Financial Statements
July 31, 2008
- --------------------------------------------------------------------------------
1. ORGANIZATION AND BUSINESS OPERATIONS
PLANET RESOURCES, CORP ("the Company") was incorporated under the laws of the
State of Nevada, U.S. on April 24, 2008. The Company is in the development stage
as defined under Statement on Financial Accounting Standards No. 7, Development
Stage Enterprises ("SFAS No.7") and its efforts are primarily in exploration and
extracting of fine, extra-fine and fine-dispersed gold from tailings or refuse
of mining and processing industry (technogenic deposits). The Company has not
generated any revenue to date and consequently its operations are subject to all
risks inherent in the establishment of a new business enterprise. For the period
from inception, April 24, 2008 through July 31, 2008 the Company has accumulated
losses of $497.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
b) GOING CONCERN
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $497 as of July 31, 2008 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
c) CASH AND CASH EQUIVALENTS
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
d) USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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
reporting period. Actual results could differ from those estimates.
e) FOREIGN CURRENCY TRANSLATION
The Company's functional currency and its reporting currency is the United
States dollar.
f) FINANCIAL INSTRUMENTS
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
g) STOCK-BASED COMPENSATION
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 and 123 (R). To date, the Company has not adopted a stock option plan
and has not granted any stock options.
h) INCOME TAXES
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
F-6
PLANET RESOURCES, CORP
(A Development Stage Company)
Notes To The Financial Statements
July 31, 2008
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
i) BASIC AND DILUTED NET LOSS PER SHARE
The Company computes net loss per share in accordance with SFAS No.
128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net loss available to common shareholders (numerator) by
the weighted average number of shares outstanding (denominator) during the
period. Diluted EPS gives effect to all potentially dilutive common shares
outstanding during the period. Diluted EPS excludes all potentially dilutive
shares if their effect is anti-dilutive.
j) FISCAL PERIODS
The Company's fiscal year end is July 31.
k) RECENT ACCOUNTING PRONOUNCEMENTS
In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. This standard is not expected to have a
significant effect on the Company's future reported financial position or
results of operations.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. This adoption of this statement is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.
On July 13, 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109" ("FIN
No. 48"). FIN No. 48 clarifies what criteria must be met prior to recognition of
the financial statement benefit of a position taken in a tax return. FIN No. 48
will require companies to include additional qualitative and quantitative
disclosures within their financial statements. The disclosures will include
potential tax benefits from positions taken for tax return purposes that have
not been recognized for financial reporting purposes and a tabular presentation
of significant changes during each period. The disclosures will also include a
discussion of the nature of uncertainties, factors which could cause a change,
F-7
PLANET RESOURCES, CORP.
(A Development Stage Company)
Notes To The Financial Statements
July 31, 2008
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
and an estimated range of reasonably possible changes in tax uncertainties. FIN
No. 48 will also require a company to recognize a financial statement benefit
for a position taken for tax return purposes when it will be
more-likely-than-not that the position will be sustained. FIN No. 48 will be
effective for fiscal years beginning after December 15, 2006.
On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS No. 157"). SFAS No. 157 addresses how companies should measure fair value
when they are required to use a fair value measure for recognition and
disclosure purposes under generally accepted accounting principles. SFAS No. 157
will require the fair value of an asset or liability to be based on a market
based measure which will reflect the credit risk of the company. SFAS No. 157
will also require expanded disclosure requirements which will include the
methods and assumptions used to measure fair value and the effect of fair value
measures on earnings. SFAS No. 157 will be applied prospectively and will be
effective for fiscal years beginning after November 15, 2007 and to interim
periods within those fiscal years.
In September 2006, the Financial Accounting Standards Board issued FASB
Statement No. 158, "Employers' Accounting for Defined Benefit Pension and Other
Postretirement Plans" ("SFAS 158"). SFAS 158 requires the Company to record the
funded status of its defined benefit pension and other postretirement plans in
its financial statements. The Company is required to record an asset in its
financial statements if a plan is over funded or record a liability in its
financial statements if a plan is under funded with a corresponding offset to
shareholders' equity. Previously unrecognized assets and liabilities are
recorded as a component of shareholders' equity in accumulated other
comprehensive income, net of applicable income taxes. SFAS 158 also requires the
Company to measure the value of its assets and liabilities as of the end of its
fiscal year ending after December 15, 2008. The Company has implemented SFAS 158
using the required prospective method. The recognition provisions of SFAS 158
are effective for the fiscal year ending after December 15, 2006. The Company
does not expect its adoption of this new standard to have a material impact on
its financial position, results of operations or cash flows.
In December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration
Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration
payment arrangements. FSP 00-19-2 specifies that the contingent obligation to
make future payments or otherwise transfer consideration under a registration
payment arrangement, whether issued as a separate agreement or included as a
provision of a financial instrument or other agreement, should be separately
recognized and measured in accordance with FASB Statement No. 5, Accounting for
Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject
to a registration payment arrangement should be accounted for in accordance with
other applicable generally accepted accounting principles without regard to the
contingent obligation to transfer consideration pursuant to the registration
payment arrangement. For registration payment arrangements and financial
instruments subject to those arrangements that were entered into prior to the
issuance of EITF 00-19-2, this guidance is effective for financial statements
issued for fiscal years beginning after December 15, 2006 and interim periods
within those fiscal years. The Company has not yet determined the impact that
the adoption of FSP 00-19-2 will have on its financial statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities." SFAS 159 permits entities to choose
to measure many financial instruments, and certain other items, at fair value.
SFAS 159 applies to reporting periods beginning after November 15, 2007. The
adoption of SFAS 159 is not expected to have a material impact on the Company's
financial condition or results of operations.
F-8
PLANET RESOURCES, CORP
(A Development Stage Company)
Notes To The Financial Statements
July 31, 2008
- --------------------------------------------------------------------------------
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share. In May 2008, the Company issued 5,000,000 shares of
common stock at a price of $0.001 per share for total cash proceeds of $5,000.
During the period April 24, 2008 (inception) to July 31, 2008, the Company sold
a total of 5,000,000 shares of common stock for total cash proceeds of $5,000.
4. INCOME TAXES
As of July 31, 2008, the Company had net operating loss carry forwards of
approximately $497 that may be available to reduce future years' taxable income
through 2028. Future tax benefits which may arise as a result of these losses
have not been recognized in these financial statements, as their realization is
determined not likely to occur and accordingly, the Company has recorded a
valuation allowance for the deferred tax asset relating to these tax loss
carry-forwards.
5. RELATED PARTY TRANSACTONS
On May 2, 2008 related party had loaned the Company $283; on May 15, 2008,
related party had loaned the Company $200 and on June 2,2008 related party had
loaned the Company $2,960. The loans are non-interest bearing, due upon demand
and unsecured.
F-9
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of the offering (assuming all shares are sold), all of
which are to be paid by the registrant, are as follows:
SEC Registration Fee $ 3.54
Printing Expenses $ 196.46
Accounting Fees and Expenses $ 2,800.00
Legal Fees and Expenses $ 2,000.00
Transfer Agent Fees $ 5,000.00
----------
TOTAL $10,000.00
==========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The only statute, charter provision, bylaw, contract, or other arrangement under
which any controlling person, director or officer of the Registrant is insured
or indemnified in any manner against any liability which he may incur in his
capacity as such, is as follows:
1. Article XII of the Bylaws of the company, filed as Exhibit 3.2 to the
Registration Statement.
2. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control person, officer or
director from liability, thereby making the company responsible for any expenses
or damages incurred by such control person, officer or director in any action
brought against them based on their conduct in such capacity, provided they did
not engage in fraud or criminal activity.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since inception, the Registrant has sold the following securities that were not
registered under the Securities Act of 1933, as amended.
Name and Address Date Shares Consideration
---------------- ---- ------ -------------
Alexander Deshin May 31, 2008 5,000,000 $5,000.00
On August 4, 2008, Mr. Deshin transferred 1,000,000 of his shares of common
stock to Maksim Selivanov for consideration of $1,000 cash.
We issued the foregoing restricted shares of common stock pursuant to Regulation
S of the Securities Act of 1933.
II-1
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
We did not make any directed selling efforts in the United States. We also did
not engage any distributors, any respective affiliates, nor any other person on
our behalf to make directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certified that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, 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 Securities Act of 1933; The
securities contain a legend to the effect that transfer is prohibited except in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Securities Act of 1933; and
We are required, either by contract or a provision in our bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Securities Act of 1933, or pursuant to an available
exemption from registration.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation S-K.
Exhibit No. Document Description
----------- --------------------
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion of Dean Law Corp
10.1 Geologist Consulting Agreement
23.1 Consent of Ronald R. Chadwick, P.C.
ITEM 17. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to:
(a) include any prospectus required by Section 10(a)(3) of the
Securities Act;
II-2
(b) reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more than
a 20% change in maximum aggregate offering price set forth in the
"CALCULATION OF REGISTRATION FEE" table in the effective
registration statement; and
(c) include any additional or changed material information with
respect to the plan of distribution.
(2) 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.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) To provide to the underwriters at the closing specified in the
underwriting agreement certificates in such denominations and
registered in such names as required by the underwriter to permit
prompt delivery to each purchaser.
(5) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of a
registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part
of the registration statement as of the time it was declared
effective.
(6) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(7) For the purpose of determining liability under the Securities Act to
any purchaser:
Each prospectus filed pursuant to Rule 424(b) under the Securities Act
as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A (ss.ss.230.430A of this
chapter), shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. PROVIDED HOWEVER, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
II-3
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(8) For the purpose of determining liability of the registrant under the
Securities Act to any purchaser in the initial distribution of
securities:
The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant
to Rule 424 of this chapter;
(b) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(c) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and
(d) Any other communication that is an offer in the offering made by
the undersigned registrant to the purchaser.
B. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred
or paid by a director, officer or controlling person of the small business
issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the small business issuer will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
C. To provide to the underwriter at the closing specified in the Underwriting
Agreement certificates in such denominations and registered in such names
as required by the underwriter to permit prompt delivery to each purchaser.
II-4
D. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it was
declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post- effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering
thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the city of Moscow, Russian Federation
on this 17th day of September, 2008.
PLANET RESOURCES, CORP.
BY: /s/ Alexander Deshin
-------------------------------------------------------------
Alexander Deshin, President, Chief Executive Officer,
Treasurer, Chief Financial Officer, Principal
Accounting Officer and sole member of the Board of Directors.
BY: /s/ Maksim Selivanov
-------------------------------------------------------------
Maksim Selivanov, Secretary.
II-5
EXHIBIT INDEX
Exhibit No. Document Description
----------- --------------------
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion of Dean Law Corp
10.1 Geologist Consulting Agreement
23.1 Consent of Ronald R. Chadwick, P.C.