As Filed With the Securities and Exchange Commission on July 25, 2008 Registration No. 333-______ ================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLETHORA RESOURCES, INC.
(Exact name of registrant as specified in its charter)
T-REX Acquisition Corp. |
(Exact name of registrant as specified in its charter) |
Nevada | 333-152551 | 26-1754034 | ||
(State or other jurisdiction of | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification |
7301 NW 4th Street Suite 102 Plantation FL | 33317 | |
(Address of | (Zip Code) |
(954) 742-3001 |
(Registrant’s Telephone Number, |
Sierra Corporate Services - Reno
c/oT-REX Acquisition Corp.
100 West Liberty Street, 10th floor
Reno, Nevada 89501
(775-326-4347)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Dean
Burrell Law, Corp.
601 Union Street, Suite 4200
Seattle, Washington 98101
Telephone: (206) 274-4598
Facsimile: (206) 493-2777
P.C.
Attn: James S. Burrell, II, Esq.
246 Fifth Avenue, 3rd Floor
New York, New York 10001-7603
(347) 620-6398
Approximatedateofcommencementof proposed sale to the public: asAs soon as practicable after the effective date of this Registration Statement.
Statement becomes effective.
If any of the securities being registered on this 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]
box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer,"” “smaller reporting company,” and "smaller
reporting company:“emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Act.
Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
Non-accelerated Filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, [X]
(Doindicate by check mark if the registrant has elected not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
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Titleto use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Each Proposed Proposed
Classthe Securities Act. ☐
The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED AUGUST__, 2022
Preliminary Prospectus
T-REX ACQUISITION CORP.
6,530,267 Shares of Maximum Maximum
Securities Offering Aggregate AmountCommon Stock
This prospectus relates to the possible resale, from time to time, by the selling stockholders identified herein of up to be Amount to be Price Per Offering Registration
Registered Registered Share(1) Price(2) Fee
- --------------------------------------------------------------------------------
Common Stock 2,050,000 $0.05an aggregate of 6,530,267 shares of the Company’s common stock, par value $0.001 per share $102,500 $4.03
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(1) Calculated(the “Shares”), including (i) an aggregate of 747,837 shares acquired by adding $0.03 premiumthose selling stockholders who purchased the Company’s common stock and warrants pursuant to a Securities Purchase Agreement (defined below) (the “PIPE Investors”), (ii) an aggregate of 747,837 shares issuable upon the exercise in full of warrants (the “PIPE Warrant Shares”), (iii) an aggregate of 2,437,500 shares of the Company’s common stock issuable upon the exercise of warrants held by the remaining Selling Stockholders (the “Non-PIPE Warrant Shares”) (assuming the Warrants are exercised in full without regard to any exercise limitations therein), and (iii) 2,597,093 shares of common stock, including common stock owned by the Company’s long term investors and beneficially owned by certain directors and current executive officers of the Company.
On or around May 6, 2022, we issued to the PIPE Investors in a private placement transaction pursuant to a Securities Purchase Agreement, dated November 10, 2021, between us and the PIPE Investors (the “Securities Purchase Agreement”). We are registering the resale of the PIPE Warrant Shares, and the common shares held by the PIPE Investors to satisfy certain registration rights we granted in connection with the Securities Purchase Agreement. Additionally, we are registering the resale of 2,597,093 shares held by long-term shareholders of the Company, including without limitation 552,500 shares held by Frank Horkey, who serves as our President and Chief Executive Officer and as a director of the Company, 147,949 shares held by Lazarus Asset Management LLC and 161,265 shares held by Squadron Marketing LLC, who are consultants to the Company, and. For more information concerning the PIPE Investors, see “The Private Placement Transactions” in this prospectus.
The prices at which the selling stockholders may sell the Shares will be determined by the prevailing market price for our common shares or as agreed to in privately negotiated transactions. We will receive the proceeds from any cash exercise of the Warrants, but not from the resale of the Shares by the selling stockholders.
The selling stockholders may sell the Shares covered by this prospectus in a number of different ways, such as to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. Additional information on the selling stockholders, and the times and manner in which they may offer and sell the Shares, is provided under “Selling Stockholders” and “Plan of Distribution” in this prospectus.
We will bear all costs, expenses and fees in connection with the registration of the Shares. The selling stockholders will bear all broker or similar commissions, if any, attributable to their respective sales of the Shares pursuant to this prospectus.
Our common stock is quoted on the OTC Markets Group, Inc.’s “Pink” tier under the symbol “TRXA.” On June 30, 2022, the last salesreported sale price per share of our common stock (2) Estimated solelywas $1.00. You are urged to obtain current market quotations for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
================================================================================
SUBJECT TO COMPLETION, DATED JULY 25, 2008
PROSPECTUS
PLETHORA RESOURCES, INC.
2,050,000 SHARES
COMMON STOCK
The selling shareholders named inour common stock.
You should read this prospectus are offering all of the shares
of common stock offered through thisand any prospectus for a period of upsupplement or amendment carefully before you make an investment decision to two years
from the effective date.
Our common stock is presently not traded on any market or securities exchange.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 4-7.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The selling shareholders will sell our shares at $0.05 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily by adding a $0.03 premium to the last sale price ofinvest in our common stock
to investors. There is no assuranceshares.
Investing in our securities involves a high degree of when, if ever, our stock will be listedrisk. See “Risk Factors” on an exchange.
page 10 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS IS: JULY 25, 2008
Table of Contents
Page
----
Summary 3
Risk Factors 4
Forward-Looking Statements 7
Use of Proceeds 7
Determination of Offering Price 7
Dilution 7
Selling Shareholders 8
Plan of Distribution 9
Description of Securities 11
Interest of Named Experts and Counsel 11
Description of Business 12
Legal Proceedings 14
Market for Common Equity and Related Stockholder Matters 14
Plan of Operations 15
Changes in and Disagreements with Accountants 17
Available Information 17
Directors, Executive Officers, Promoters and Control Persons 17
Executive Compensation 18
Security Ownership of Certain Beneficial Owners and Management 19
Certain Relationships and Related Transactions 19
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities 19
Financial Statements 20
2
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
We intend to commence operations in the business of consulting oil & gas
exploration companies who are interested in obtaining new exploration and
production license of oil and gas properties in Russia. We intend to initially
focus our consulting services on North American oil and gas exploration
companies who are interested in participating in government auctions of oil and
gas properties in Russia. Our services will include gathering of due diligence
materials for properties that will be sold at a government auctions in Russia
and assistance in the bidding process.
We were incorporated on January 16, 2008 under the laws of the state of Nevada.
Our principal offices are located at 204 West Spear Street, Carson City, NV,
89703. Our telephone number is (702) 727-1033.
THE OFFERING:
Securities Being Offered Up to 2,050,000 shares of common stock.
Offering Price
The selling shareholders will sell our shares
at $0.05 per share until our shares are
quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. We determined
this offering price arbitrarily by adding a
$0.03 premium to the last sale price of our
common stock to investors.
Terms of the Offering The selling shareholders will determine when
and how they will sell the common stock
offered in this prospectus.
Termination of the Offering The offering will conclude when all of the
2,050,000 shares of common stock have been
sold, the shares no longer need to be
registered to be sold due to the operation of
Rule 144 or we decide at any time to
terminate the registration of the shares at
our sole discretion. In any event, the
offering shall be terminated no later than
two years from the effective date of this registration statement. Securities Issuedprospectus is August___ , 2022
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SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT. | 27 | ||
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES | 28 | ||
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| Table of Contents |
ABOUT THIS PROSPECTUS
You should rely only on the information we have provided or incorporated by reference into this prospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone to be Issued 2,050,000 shares of our common
stock to be soldprovide you with information different from that contained in this prospectus, are
issuedany applicable prospectus supplement or any related free writing prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the Shares offered hereby, but only under circumstances and outstandingin jurisdictions where it is lawful to do so.
You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of this
prospectus. Allthe document incorporated by reference, regardless of the common stocktime of delivery of this prospectus or any sale of a security.
The selling stockholders are offering the Shares only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the issuance of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the Shares and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, the Shares offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “Commission”), under which the selling stockholders may offer from time to time up to an aggregate of 6,530,267 Shares in one or more offerings. If required, each time the selling stockholders offer Shares, we will provide you with, in addition to this prospectus, a prospectus supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be sold underprovided to you that may contain material information relating to that offering. We may also use a prospectus supplement and any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus, the statements made in this prospectus will be solddeemed modified or superseded by existing shareholders.
Use of Proceeds We will not receive any proceeds from the
sale of the common stock by the selling
shareholders.
Market for the common stock There has been no market for our securities.
Our common stock is not traded on any
exchange or on the Over-the-Counter market.
After the effective date of the registration
statement relating tothose made in a prospectus supplement. Please carefully read both this prospectus we
hope to have a market maker file an
applicationand any prospectus supplement together with FINRA for our common stock
to be come eligible for trading on the Over-the-Counter Bulletin Board. We do not
yet have a market maker who has agreed to
file such application. There is no assurance
that a trading market will develop or, if
developed, that it will be sustained.
Consequently, a purchaser of our common stock
may find it difficult to resell the
securities offered herein should the
purchaser desire to do so.
3
SUMMARY FINANCIAL INFORMATION
The following financialadditional information summarizes the more complete historical
financial information at the end of this prospectus.
As of June 30,2008 (Audited)
----------------------------
BALANCE SHEET
Total Assets $ 24,207
Total Liabilities $ 990
Stockholders Equity $ 23,217
Period from January 16, 2008
(date of inception) to
June 30,2008 (Audited)
----------------------
INCOME STATEMENT
Revenue $ --
Total Expenses $ 1,283
Net Loss $ (1,283)
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below andunder the other information in this
prospectussection entitled “Incorporation of Certain Information by Reference” before investing in our common stock. Ifbuying any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading pricesecurities offered.
This prospectus contains summaries of our common stock could decline duecertain provisions contained in some of the documents described herein, but reference is made to anythe actual documents for complete information. All of these risks, and you may lose all or partthe summaries are qualified in their entirety by the actual documents. Copies of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
While at June 30, 2008, we had cash on handsome of $24,207 wethe documents referred to herein have accumulated a
deficit of $1,283 in business development and administrative expenses. At this
rate, we expect that we will only be able to continue operations for one year
without additional funding. We anticipate that additional fundingbeen filed, will be needed
for general administrative expenses and marketing costs. We have not generated
any revenue from operations to date.
In order to expand our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business expansion objectives, we may have to delay the implementation
of our business plan.
We do not currently have any arrangements for financing. Obtaining additional
fundingfiled or will be subjectincorporated by reference as exhibits to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds available to us is through the sale of additional shares of common
stock or advances from our sole director.
A DECLINE IN OIL AND GAS PRICES COULD ADVERSELY AFFECT OUR BUSINESS, WHICH COULD
MEAN A DECREASE IN OUR REVENUES.
We anticipate that our business will be affected by oil and gas prices. Weakness
in oil and gas prices (or the perception that oil and gas prices will decrease)
may result in a decrease of our client's interest in auction participation. With
4
significant declines in prices for oil and natural gas our potential clients
most likely will not be interested in developing new projects. It could
materially and adversely affect our business and could seriously decrease our
revenues or prevent us from generating any revenues.
IF OUR CLIENTS ARE NOT ABLE TO WIN AUCTIONS WE WILL NOT RECEIVE OUR TOTAL FEE
FROM THEM, WHICH WILL HAVE A NEGATIVE AFFECT ON OUR REVENUES.
Our consulting fee is based on a flat fee plus a percentage of the final price
of the property purchased from the government auction. If our client's tender
bid is not sufficient to win the auction, we will only be paid a flat fee for
our services and not the percentage fee. Our out of pocket expenses during
auction preparation may exceed the fee received from our client and we may incur
losses, which will negatively affect our revenue.
BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our sole officer and director, Artur Etezov, will only be devoting limited time
to our operations. Mr. Etezov intends to devote 25% of his business time to our
affairs. Because our sole officer and director will only be devoting limited
time to our operations, our operations may be sporadic and occur at times which
are convenient to him. 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 Artur Etezov from his other
obligations could increase with the result that he would no longer be able to
devote sufficient time to the management of our business. In addition, Mr.
Etezov may not possess sufficient time for our business if the demands of
managing our business increase substantially beyond current levels.
BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO HAS NO TECHNICAL EXPERIENCE IN
OIL & GAS EXPLORATION AND FORMAL TRAINING IN FINANCIAL ACCOUNTING AND
MANAGENENT, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
We have only one officer and director. He has no formal training in financial
accounting and management; however, he is responsible for our managerial and
organizational structure, which will include preparation of disclosure and
accounting controls. While Mr. Etezov has no formal training in financial
accounting matters, he has been reviewing the financial statements that have
been audited and reviewed by our auditors and included in this prospectus. When
the disclosure and accounting controls referred to above are implemented, he
will be responsible for the administration of them. Should he not have
sufficient experience, he may be incapable of creating and implementing the
controls which may cause us to be subject to sanctions and fines by the SEC
which ultimately could cause you to lose your investment. However, because of
the small size of our expected operations, we believe that he will be able to
monitor the controls he will have created and will be accurate in assembling and
providing information to investors. In addition, Artur Etezov has no
professional training or technical credentials in the field of geology. As a
result, he may not be able to recognize and take advantage of potential
acquisition and exploration opportunities in the sector without the aid of
qualified geological consultants. Their decisions and choices may not take into
account standard engineering or managerial approaches oil & gas exploration
companies commonly use. Consequently our operations, earnings and ultimate
financial success may suffer irreparable harm as a result.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We have incurred losses since our inception resulting in an accumulated deficit
of $1,283 at June 30, 2008. Further losses are anticipated in the development of
our business. As a result, there is substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent upon our ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come due. We will
require additional funds in order to provide proper service to our potential
clients. At this time, we cannot assure investors that we will be able to obtain
financing. If we are unable to raise needed financing, we will have to delay or
abandon further consulting efforts. If we cannot raise financing to meet our
obligations, we will be insolvent and will be forced to cease our business
operations.
BECAUSE OUR DIRECTOR OWNS 59.4% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, HE
COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO
MINORITY SHAREHOLDERS.
5
Our director, Artur Etezov, owns approximately 59.4% of the outstanding shares
of our common stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change in control.
The interests of our director may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
IF ARTUR ETEZOV, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL
NOT HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS
SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.
We depend on the services of our sole officer and director, Artur Etezov, for
the future success of our business. The loss of the services of Mr. Etezov 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 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. We do not carry any key
personnel life insurance policies on Mr. Etezov and we do not have a contract
for his services.
U.S. 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 SOLE NON-U.S. RESIDENT OFFICER AND DIRECTOR.
While we are organized under the laws of State of Nevada, our sole officer and
director is non-U.S. resident. In addition, we plan to establish an office in
Russia. Consequently, it may be difficult for investors to affect service of
process on Mr. Etezov in the United States and to enforce in the United States
judgments obtained in United States courts against Mr. Etezov based on the civil
liability provisions of the United States securities laws. Since all our assets
will be located in Russia 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 FLUCTUATIONS AS OUR PROJECTS ARE
IN RUSSIA AND ALL AUCTIONS AND OPERATIONS ARE IN RUSSIAN RUBLES.
All of our operation in Russia will be in Russian Rubles. Also, we will take
part in auctions organized by the Russian government that are in Russian
currency, so we are affected by changes in foreign exchange rates. For the last
six years the Russian Ruble has risen 30% against the US Dollar. Some of our
flat fee revenues from our clients will be in U.S. Dollars, however many of our
expenses in Russia, as well as commissions from auction participation will be in
Russian Rubles. If we are not able to successfully protect ourselves against
those currency fluctuations, then our profits will also fluctuate and could
cause us to be less profitable or incur losses, even if our business is doing
well.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We plan to apply for listing of our common
stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can
provide investors with no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.
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
6
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 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 purchaserpart, and receive the purchaser's written
agreement to the transaction. These disclosure requirementsyou may have the effectobtain copies 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.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests
in our company to be diluted. Such dilution will negatively affect the value of
investors' shares.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEBLE 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, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock
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.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.05 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily, by adding a $0.03 premium to the last sale price of our common
stock to investors. There is no assurance of when, if ever, our stock will be
listed on an exchange.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
7
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
2,050,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
provided under Regulation S of the Securities Act of 1933. All shares were
acquired outside of the United States by non-U.S. persons. The shares include
the following:
1. 1,300,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
April 30, 2008;
2. 750,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
June 5, 2008.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number Of
Shares To Be
Offered For Total Shares to Percentage of
Selling Be Owned Upon Shares owned Upon
Name of Shares Owned Prior Shareholders Completion Of Completion of
Selling Shareholder To This Offering Account This Offering This Offering
- ------------------- ---------------- ------- ------------- -------------
Arkhincheev Ilya 100,000 100,000 Nil Nil
Gusev Alexey 100,000 100,000 Nil Nil
Gorbachev Sergey 100,000 100,000 Nil Nil
Chapayeva Kseniya 100,000 100,000 Nil Nil
Tyutenkov Sergey 100,000 100,000 Nil Nil
Akimova Ella 100,000 100,000 Nil Nil
Chernyshova Natalia 100,000 100,000 Nil Nil
Mikhaylova Anastasia 100,000 100,000 Nil Nil
Mikhaylov Evgeniy 100,000 100,000 Nil Nil
Burenin Vladimir 100,000 100,000 Nil Nil
Burakov Sokhibnazar 100,000 100,000 Nil Nil
Burakov Muzaffar 100,000 100,000 Nil Nil
Rodionov Sergey 100,000 100,000 Nil Nil
Khomyakov Evgeniy 50,000 50,000 Nil Nil
Khomiakov Alexander 50,000 50,000 Nil Nil
8
Arkhincheyeva Nataliya 50,000 50,000 Nil Nil
Dobroslavskiy Dmitriy 50,000 50,000 Nil Nil
Stolbovskiy Oleg 50,000 50,000 Nil Nil
Ponomarenko Pavel 50,000 50,000 Nil Nil
Belonosov Nikita 50,000 50,000 Nil Nil
Sharov Andrey 50,000 50,000 Nil Nil
Smagliev Nikolay 50,000 50,000 Nil Nil
Cherenkov Alexey 50,000 50,000 Nil Nil
Belonosova Oxana 50,000 50,000 Nil Nil
Baburin Artem 50,000 50,000 Nil Nil
Popadenko Alexander 50,000 50,000 Nil Nil
Molchanov Aleksey 50,000 50,000 Nil Nil
Golovina Ekaterina 50,000 50,000 Nil Nil
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold. The percentages are based on 5,050,000 shares of
common stock issued and outstanding on the date of this prospectus.
None of the selling shareholders:
1. has had a material relationship with us other than as a shareholder at
any time within the past three years;
2. has ever been one of our officers or directors;
3. is a broker-dealer; or a broker-dealer's affiliate.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions. There are no arrangements,
agreements or understandings with respect to the sale of these securities.
The selling shareholders will sell our shares at $0.05 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily by adding a $0.03 premium to the last sale price of our common stock
to investors. There is no assurance of when, if ever, our stock will be listed
on an exchange or quotation system.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144, when eligible.
If applicable, the selling shareholders may distribute shares to one or more of
their partners who are unaffiliated with us. Such partners may, in turn,
distribute such sharesdocuments as described above. If these shares being registered for
resale are transferred from the named selling shareholders and the new
shareholders wish to rely on the prospectus to resell these shares, then we must
first file a prospectus supplement naming these individuals as selling
shareholders and providing the information required concerning the identity of
each selling shareholder and he or her relationship to us. There is no agreement
9
or understanding between the selling shareholders and any partners with respect
to the distribution of the shares being registered for resale pursuant to this
registration statement.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permittedbelow under the Securities Exchange Act.
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which contains:
- a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
- a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements;
- a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the bid and ask price;
- a toll-free telephone number for inquiries on disciplinary actions;
- a definition of significant terms in the disclosure document or in the
conduct of trading penny stocks; and
- such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
- bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
10
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As of July 25, 2008, there were 5,050,000 shares of our common stock issued and
outstanding that are held by 29 stockholders of record.
Holders of our common stock aresection entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
DIVIDEND POLICY
“Where You Can Find More Information.”
| 4 |
| Table of Contents |
WHERE YOU CAN FIND MORE INFORMATION
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest,
direct or indirect, in the registrant or any of its parents or subsidiaries. Nor
was any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
11
Dean Law Corp. has provided an opinion on the validity of our common stock.
The financial statements included in this prospectus and the registration
statement have been audited by George Stewart, CPA to the extent and for the
periods set forth in their report appearing elsewhere in this document and in
the registration statement filed with the SEC, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
DESCRIPTION OF BUSINESS
We intend to provide consulting services to North American oil & gas exploration
companies who are interested in obtaining new exploration and production license
in the East Siberian Region in Russia. Our services will include gathering and
preparing due diligence materials for properties that will be sold at government
auctions in Russia. We also plan to offer assistance in the bidding process.
Each year the Russian government auctions ten to twenty exploration licenses in
the East Siberian Region, which is very rich in oil & natural gas. This process
began in 2005. Prior to 2005, very few private companies were interested in
exploration in the East Siberian Region mainly due to the lack of infrastructure
and pipelines in the region. All prior exploration work was done by soviet
geologists in the past century. In 2004, the Russian government announced, and
in 2006, started construction of a pipeline from the East Siberian Region to the
Asia-Pacific Region. When completed, the pipeline will allow oil to be
transported out of the East Siberian Region to the oil market. Since the
construction of the pipeline has started, more international companies have
become interested in the government auctions but still hesitate to participate
due to the lack of local knowledge and expertise. Since many deposits are ready
to be sold and a limited numbers of companies are taking part in these auctions,
current prices for licenses are relatively low. We plan to find potential
clients interested in Russian oil and gas deposits, prepare due diligence
documentation, and assist them in taking part in auctions for oil and gas
properties.
Initially, we plan to provide consulting on oil and gas auctions for properties
that have a value of between $500,000 to $5,000,000 in the Eastern Siberian
Region. Gathering due diligence documentation for smaller properties will be
less expensive and will reduce our initial costs. Once we expand our business,
we will provide consulting services for auctions that value over $5,000,000. If
our business is successful, we intend to hire additional personnel and offer
consulting in more auctions in other parts of Russia and the former countries of
the Soviet Union.
WHY RUSSIA?
* The largest oil producer in the world.
* The largest proven oil & gas reserves in the world.
* The largest undiscovered oil & gas reserves in the world.
* The largest country geographically in the world.
* One of the fastest growing economies in the world.
* Stable economic & political environment.
The world oil resources are between 200-300 billion tones and the world natural
gas resources are between 500-550 trillion cubic meters. Russia is a leader in
gas resources with 136 trillion cubic meters; that is equal to approximately 36%
of the world resources. Russia is also only second to Saudi Arabia in oil with
20 billion tones of oil that is equal to approximately 13% of world oil
resources.
WHY THE EASTERN SIBERIAN REGION?
In the Eastern Siberian Region oil resources are approximately 2.6 billion tones
that is equal to approximately 10% of all Russian oil resources. Natural gas
resources are 7.5 trillion cubic meters that is equal to approximately 5% of all
Russian gas resources. As for today, recoverable oil resources in the East
Siberian Region are about 300 million tones that is only about 12% of all
estimated resources. Last century, the Soviet government conducted exploration
in the East Siberian Region. In that time several big oil & gas deposits have
been discovered. Due to the lack of infrastructure, oil production has not been
started. The Russian government had two large projects in East Siberia in that
time. Since the USSR did not have the resources to implement both projects at
the same time, the pipeline project was put off in favor of the construction of
the Baikal-Amur Railroad. Only in 2004 did the Russian government decide to
start construction of the East Siberia Pacific Ocean Oil Pipeline.
12
EAST SIBERIA PACIFIC OCEAN OIL PIPELINE (ESPO).
Today Russia has a chance to open the Asian-Pacific oil market. With a pipeline,
such an opportunity will become available. That is why in year 2006, Russian
government began to build ESPO pipeline. This pipeline will ensure the start of
production in existing deposits and also encourage further exploration of new
oil & gas deposits in East Siberia. The project was designed in full compliance
with the existing legislation of the Russian Federation and with international
law. The ESPO pipeline will be over 4,700 kilometers (2,900 miles) in length,
and is being built in two stages. In the first stage, a 2,757-kilometer
(1,713-mile) section will be built with a capacity of 30 million tons (220.5
million bbl) of oil per year. The project's first leg is estimated to cost $11
billion and will be completed in the fourth quarter of 2009. This stage will
link Taishet, in the East Siberian Region, to Skovorodino, in the Amur Region,
in Russia's Far East. The second leg will stretch for 2,100 kilometers (1,304
miles) from Skovorodino to the Pacific. It will pump 367.5 million barrels of
oil annually. The second stage also envisages an increase in the
Taishet-Skovorodino pipeline's capacity to 588 million barrels.
Oil from East Siberia will be exported to China, Japan, South Korea, Indonesia,
Australia and to other countries in Asian-Pacific region. China is ready to
provide a grant to Transneft, the general contractor, to build the Chinese part
of the pipeline. The Chinese branch of the pipeline will run from the town of
Skovorodino on the Russian-Chinese border to the Chinese province of
Heilongjiang. Half of all oil from the ESPO pipeline could potentially go to
China. As of today, about 2,000 kilometers of the pipeline has been welded into
line. The first stage will be completed in the fourth quarter of 2009 and oil
from the end of the first state, the town of Skovorodino, will be transferred to
Eastern ports by railroad. The second part of the ESPO pipeline will be started
in 2013-2015.
AUCTIONS
In 2005 the Russian government began auctioning licenses for oil production and
exploration. Only a few companies take part in these auctions and dozens of
licenses were sold over the past three years at very low prices. International
companies still do not recognize opportunities to bid at government auctions and
purchase exploration licenses at the current low prices. As a result, the prices
have not yet risen significantly. Final purchase prices usually rise 10%-50%
from the minimum-bidding price. There is only one international company, British
Petroleum, which conducts exploration in the region and is about to start
production. Also some international companies work on oilfields, including
Neighbors and Schlumberger.
Below is a list of the government auction that took place during the end of year
2007 and in the beginning of year 2008.
Reserves
Date Oil Gas
of auction Deposit Million Barrels Trillion cubic feet Proposed price Final Price
- ---------- ------- --------------- ------------------- -------------- -----------
12-Mar-08 Ichersky 62.93 706.71 $ 809,717 $1,376,518
25-Feb-08 Erbogachensky 229.07 1568.91 $2,834,008 $3,684,211
25-Feb-08 Piludinsky 188.80 1222.62 $3,441,296 $3,785,425
25-Feb-08 Uzhno-Teteisky 274.38 1823.32 $3,441,296 No purchaser
25-Feb-08 Tulunsky 0.00 2120.14 $ 485,830 $ 534,413
25-Feb-08 Kirensky 188.80 1766.79 $2,429,150 $3,684,211
25-Feb-08 Severo-Markovsky 12.59 883.39 $ 364,372 $ 400,810
28-Nov-07 Krivolugsky 125.86 883.39 $1,619,433 $1,943,320
28-Nov-07 Kazarkinsky 12.59 176.68 $ 404,858 $ 485,830
By the end of 2008 seven additional licenses will be sold by auction for
exploration of Belsky, Rodionovsky, Magistralny, Romashikhinsky,
Vostochno-Tetersky, Vodorazdelny, Srednenepsky, Kiysky and Uzhno-Ichersky
deposits.
DIFFERENCE IN RESERVES CLASSIFICATION
* Difference exist between Russian and Western Reserves Classification
* SPE probabilistic reserves are booked looking forward for the license
period
* Russian reserves are booked depending on the stage of development over
a number of years
* Russian reserves are most likely to differ materially from SPE
reserves
* Such difference occurs both at exploration and early stages of
development
13
We may have to convert the data of oil and gas in Russian reports to meet the
Western Classification standards.
REVENUE
For gathering and preparation of all documentation prior to auction, we plan to
charge our clients a flat fee $30,000. Most of the exploration data is prepared
by Russian authorities and is usually released just before the auction. We will
attempt to gather all of the information about desired deposit earlier so our
clients will have more time to research the properties. If our clients win an
auction and receive an exploration license we plan to charge them a 5% fee of
the final auction price.
COMPLIANCE WITH GOVERNMENT REGULATION
We are not currently subject to direct federal, state or local regulation and we
do not believe that government regulation will have a material impact on the way
we conduct our business in Russia and the U.S. as we are not directly involved
in oil and gas exploration and provide only consulting services.
EMPLOYEES
We are a development stage company and we have no employees as of the date of
this prospectus, other than our sole officer and director.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
OFFICES
Our office is currently located at 204 West Spear Street, Carson City, Nevada
89703. Our telephone number is (702) 727-1033. This is the office provided by
our incorporator, Corporate Service of Nevada and is included in their Corporate
Services Package. We do not pay any rent to Corporate Service of Nevada and
there is no agreement to pay any rent in the future. As of the date of this
prospectus, we have not sought or selected a new office location.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 502 North Division Street, Carson City, Nevada 89703
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
14
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 29 registered
shareholders.
RULE 144 SHARES
A total of 3,000,000 shares of our common stock are available for resale to the
public in accordance with the volume and trading limitations of Rule 144 of the
Act. The SEC has recently adopted amendments to Rule 144 which became effective
on February 15, 2008 and applies to securities acquired both before and after
that date. Under these amendments, a person who has beneficially owned
restricted shares of our common stock for at least six months is entitled to
sell their securities PROVIDED that (i) such person is not deemed to have been
one of our affiliates at the time of, or at any time during the three months
preceding the sale and (ii) we are subject to the Exchange Act periodic
reporting requirements for at least three months before the sale.
Persons who have beneficially owned restricted shares of our common stock for at
least six months but who are our affiliates at the time of, or at any time
during the three months preceding the sale, are subject to additional
restrictions. Such person is entitled to sell within any three-month period only
a number of securities that does not exceed the greater of either of the
following:
* 1% of the total number of securities of the same class then
outstanding, which will equal 54,200 shares as of the date of this
prospectus; or
* the average weekly trading volume of such securities during the four
calendar weeks preceding the filing of a notice on Form 144 with
respect to the sale;
PROVIDED, in each case, that we are subject to the Exchange Act periodic
reporting requirements for at least three months before the sale.
Such sales must also comply with the manner of sale and notice provisions of
Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 3,000,000 shares that may be sold pursuant to Rule 144.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
PLAN OF OPERATION
Following the date of this registration statement, our business plan is as
follows:
15
Obtain preliminary information on the auctions that will be held at the end of
2008 and the beginning of 2009. Initially, we plan on offering consulting
services for auction of properties valued at not more than $5,000,000, since
obtaining due diligence documentation for larger properties will cost more than
the funds we have on hand. Preliminary information will include basic data such
as the names of the properties, their locations and reserves estimates. Since,
our President does not have technical experience in the oil and gas industry; we
plan to contract a local Russian consultant with experience in oil and gas
property evaluation. Our consultant will be responsible for performing due
diligence on the properties that are going up for auction. The consultant will
be compensated by commissions of a percentage of fees that we will receive from
our clients. We expect to pay our consultant 20-30% of the total commission
received by us. We will also compensate our consultant for any out of pocket
expenses which include but are not limited to: travel expenses, purchase of
documents, and costs for attending any conferences or trade shows on our behalf.
We estimate the out of pocket expenses will be about $10,000 during the next
twelve months.
Once we have identified potential properties of interest and have conducted
preliminary due diligence, we plan to approach North American oil and gas
exploration companies which are interested in taking part in auctions of Russian
oil and gas properties. We plan to execute consulting agreements with them
regarding our services. We intend to attend conferences and trade shows to
advertise our services. We may also advertise our services in oil and gas
magazines. We plan to contract a representative to advertise our services and
refer clients to us. We will pay our representative in form of commissions from
the clients that they refer to us. We expect to execute at least one consulting
agreement in the next twelve months. Advertising expenses are estimated to be
about $15,000 in the next twelve months.
Once we have executed consulting agreements with at least one oil and gas
company we plan to purchase detailed property agreements of the oil and gas
properties going up for auction. The property agreements were created during
explorations in the past century by the Soviet Government and are thought to be
very reliable. However, our client may want to perform additional due diligence
on the properties of interest. We plan to offer them assistance in this process,
but will expect them to pay for additional expenses. We will use the expertise
of our Russian consultant/geologist to perform this service for our clients. We
estimate that these activities will take about three months once we have
executed consulting agreement with a potential client and cost about $10,000.
Once our clients have conducted their due diligence and selected the desired
property, they will be required to deposit funds with the Russian government to
take part in the auction. The initial deposit equals the initial bidding price
of the properties. We intend to assist our clients in the bidding process. Once
the bid is won by our client, they will receive title to the property and will
be required to deposit the balance of the funds within ten days. The entire
auction process will take about one month from the date that our client pays the
deposit and registers as a participant. We expect that our clients will pay for
all expenses associated with the participation in auction. Even though, our
consulting services end at that point, we may be involved in arranging the
exploration work for an additional fee.
We will incur additional professional expenses including fees in connection with
the filing of this registration statement and complying with reporting
obligations of approximately $15,000.
Currently we do not have sufficient funds on hand to carry out our business
plan. Without additional funding, we expect to continue our operations for the
next six to eight months. We expect to fund further operations with a loan from
our director or from additional sales of our common stock. Currently we do not
have any guarantees that our director will loan funds to us. If we are unable to
obtain additional funding, we will be forced to cease operation.
RESULTS OF OPERATIONS FOR PERIOD ENDING JUNE 30, 2008
We did not earn any revenues from our incorporation on January 16, 2008 to June
30, 2008. We incurred operating expenses in the amount of $1,283 for the period
from our inception on January 16, 2008 to June 30, 2008. These operating
expenses were comprised of incorporation expenses of $965 and interest & bank
charges of $318.
We have not attained profitable operations and are dependent upon obtaining
financing to continue with our business plan. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
16
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filedCommission a registration statement on Form S-1 under the Securities Act of 1933, with the as amended (the “Securities and Exchange CommissionAct”), with respect to the shares of
our common stockShares being offered throughby this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information contained in the registration statement and its exhibits. Statements made inFor further information with respect to us and the Shares offered by the selling stockholders, we refer you to the registration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any other document referred to are summaries of the material terms of the referenced,
agreements or documents of the company. Wenot necessarily complete, and in each instance, we refer you to ourthe copy of the contract or other document filed as an exhibit to the registration statement and each exhibit attached to it for a more detailed descriptionstatement. Each of matters involving the company, and thethese statements we have made in this
prospectus areis qualified in their entiretyall respects by referencethis reference.
We are subject to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Sectioninformation requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, Exchangein accordance therewith, file annual, quarterly and special reports, proxy statements and other information with the Commission. The Commission 100 F Street NE, Washington, D.C. 20549. D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web sitean internet website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrantsissuers that file electronically with the Commission. The periodic reports, proxy statements and other information we file with the Commission are available for inspection on the Commission’s website free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the Commission. We maintain a website at https://trex-acq.com/ where you may also access these materials free of charge. We have included our website address as an inactive textual reference only and the information contained in, and that can be accessed through, our website is not incorporated into and is not part of this prospectus.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Commission allows us to incorporate by reference the information we file with it. This means that we can disclose information to you by referring you to those documents. The documents that have been incorporated by reference are an important part of the prospectus, and you should review that information in order to understand the nature of any investment by you in our common shares. We are incorporating by reference the documents listed below:
All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.
The documents incorporated by reference into this prospectus are also available on our corporate website at https://trex-acq.com. Upon written or oral request, we will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of the reports or documents that have been incorporated by reference into this prospectus contained in the registration statement of which this prospectus forms a part but not delivered with the prospectus. If you would like a copy of any of these documents, at no cost, please call us at (954)742-3001.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes “forward-looking statements” as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995.
These “forward-looking statements” are not based on historical fact and involve assessments of certain risks, developments, and uncertainties in our business looking to the referenced exhibitsfuture. Such forward-looking statements can also be found onidentified by the use of terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “intend,” “continue,” or “believe,” or the negatives or other variations of these terms or comparable terminology. Forward-looking statements may include projections, forecasts, or estimates of future performance and developments. Forward-looking statements contained in this site.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officerprospectus are based upon assumptions and director and his ageassessments that we believe to be reasonable as of the date of this prospectus. Whether those assumptions and assessments will be realized will be determined by future factors, developments, and events, which are difficult to predict and may be beyond our control. Actual results, factors, developments, and events may differ materially from those we assumed and assessed. Risks, uncertainties, contingencies, and developments, including those identified in the “Risk Factors” section of this prospectus is as follows:
DIRECTOR:
Name of Director Age
- ---------------- ---
Artur Etezov 38
EXECUTIVE OFFICERS:
Name of Officer Age Office
- --------------- --- ------
Artur Etezov 38 President, Chief Executive Officer, Secretary,
Treasurer, Chief Financial Officer and Chief Accounting Officer
BIOGRAPHICAL INFORMATION
Set forth below is a brief descriptionin our most recent annual report on Form 10-K, subsequent quarterly reports on Form 10-Q and other filings we make with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the background andExchange Act incorporated by reference herein, could cause our future operating results to differ materially from those set forth in any forward-looking statement. We cannot assure you that any such forward-looking statement, projection, forecast or estimate contained herein can be realized or that actual returns, results, or business experience
of our sole officer and director forprospects will not differ materially from those set forth in any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to publicly announce the past five years.
Since our inception on January 16, 2008, Artur Etezov has been our President,
Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Chief
Accounting Officer and sole member of our board of directors. Mr. Etezov
obtained a Bachelor's degree in Finance from the Moscow Open Social Institute in
2002. From July 2003 to January 2005 he worked in the ATM Department of
SberBank, the largest Russian bank. From January 2005 to present he has been
working as supervisor in the ATM Department of PrivatBank, the largest Ukrainian
bank. Mr. Etezov has not been a member of the board of directorsresults of any corporations during the last five years. He intends to devote approximately 25%
of his business time to our affairs. Mr. Etezov does not have any technical
experience in the oil & gas exploration sector.
During the past five years, Mr. Etezov has not been the subjectrevisions to any of the following events:
1. Any bankruptcy petitionforward-looking statements contained herein to reflect future results, events or developments.
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PROSPECTUS SUMMARY The following summary highlights selected information contained elsewhere in this prospectus or incorporated by reference into this prospectus from our filings with the Commission listed in the section of the prospectus entitled “Incorporation of Certain Information by Reference.” Because it is only a summary, it does not contain all of the information that may be important to you and your investment decision. You should read the entire prospectus, the registration statement of which this prospectus is a part, and the information incorporated by reference herein in their entirety, including the “Risk Factors” section and our financial statements and the related notes incorporated by reference into this prospectus, before making an investment decision. Unless the context requires otherwise, references in this prospectus to “the Company,” “T-Rex,” “we,” “us” and “our” refer to T-REX Acquisition Corp., a Nevada corporation, individually, or as the context requires, collectively with its consolidated subsidiaries. T-REX Acquisition Corp. We are an emerging technology company focused on the various verticals with the cryptocurrency industry and related intangible assets that are connected to distributed ledger technologies. Through our operating subsidiary, Raptor Mining, we are engaged in the cryptocurrency mining, which is the process of receiving cryptocurrency rewards for securing particular distributed ledger platforms. Our first cryptocurrency mining operation is located in Tampa, Florida, and the first distributed ledger platform that we are securing is Bitcoin. T-Rex is a holding company with the following subsidiaries: Raptor Mining LLC, a Florida limited liability company (“Raptor Mining”); Megalodon Mining and Electric, LLC a Florida limited liability company(“Megalodon”); and TRXA Merger Sub, Inc., an inactive Delaware corporation (“Merger Sub”). Corporate Information The Company was incorporated in Nevada on January 15, 2008 under the name Plethora Resources, Inc. On May 28, 2009, the Company changed its name to Sync2 Networks Corp. after changing its operating business through the acquisition of Sync2 International. On October 9, 2013, the Company filed a Form 14(c) pursuant to which the Company adopted its current name and stock symbol, “TRXA”, which trades on the OTC Market Group, Inc. Pink tier. After forming our wholly owned subsidiary Raptor Mining in July 9, 2021, we became an operating company. Our principal executive office is located at 7301 NW 4th Street, Plantation, Florida 33322 and our telephone number is (954)742-3001. Our website is https://trex-acq/com. Information contained on our website is not part of this prospectus, and our website address is included in this prospectus as inactive textual references only. |
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The Offering | |
CommonStockOfferedbySellingStockholders: | This prospectus relates to the possible resale, from time to time, by the selling stockholders identified herein of up to an aggregate of 6,530,267 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), including (i) an aggregate of 747,837 shares acquired by those selling stockholders who purchased the Company’s common stock and warrants pursuant to a Securities Purchase Agreement (defined below) (the “PIPE Investors”), (ii) an aggregate of 747,837 shares issuable upon the exercise in full of warrants (the “PIPE Warrant Shares”), (iii) an aggregate of 2,437,500 shares of the Company’s common stock issuable upon the exercise of warrants held by the remaining Selling Stockholders (the “Non-PIPE Warrant Shares”) (assuming the Warrants are exercised in full without regard to any exercise limitations therein), and (iii) 2,597,093 shares of common stock, including common stock owned by the Company’s long term investors and beneficially owned by certain directors and current executive officers of the Company. |
The PIPE Warrant Shares and the Non-PIPE Warrant Shares (collectively, the “Warrant Shares”) are issuable upon the exercise, as applicable, of the warrants we issued to certain of the selling stockholders in private placements pursuant to the Securities Purchase Agreement. For more information, see “The Private Placement Transactions.” | |
Offering Price: | The selling stockholders will sell their Shares at prevailing market prices or privately negotiated prices. |
Common Stock Outstanding After the Offering: | 22,759,289 shares(1), which includes 3,185,337 Warrant Shares. |
Use of Proceeds: | We will not receive any proceeds from the sale of Shares by the selling stockholders; however, we will receive the proceeds from any cash exercise of the warrants. |
Risk Factors: | An investment in our securities involves a high degree of risk and could result in a loss of your entire investment. Prior to making an investment decision, you should carefully consider all of the information in this prospectus and, in particular, you should evaluate the risk factors set forth under the caption “Risk Factors” beginning on page 10. |
Market for our Shares: | Our common stock is quoted on the OTC Markets, Inc. Pink tier under the symbol “TRXA.” |
(1) | The number of common shares to be outstanding immediately after this offering is based on 19,573,952 shares of common stock outstanding as of June 30, 2022 and reflects the number of common shares that will be outstanding assuming that the selling stockholders exercise all of the warrants held by them into 3,185,337 common shares (without regard to any conversion limitations therein). |
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RISK FACTORS
Investing in our securities involves a high degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific risk factors discussed in the sections entitled “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed on October 6, 2021 under the heading “Item 1A. Risk Factors,” and as described or may be described in any subsequent quarterly report on Form 10-Q under the heading “Item 1A. Risk Factors,” as well as in any applicable prospectus supplement and contained or to be contained in our filings with the Commission and incorporated by or against any business of which Mr.
Etezov was a general partner or executive officer either at the timereference in this prospectus, together with all of the bankruptcyother information contained in this prospectus, or within two yearsany applicable prospectus supplement. For a description of these reports and documents, and information about where you can find them, see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” If any of the risks or uncertainties described in our Commission filings or any prospectus supplement or any additional risks and uncertainties actually occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our securities could decline and you might lose all or part of the value of your investment.
General Risks
We have a history of operating losses, and we may not be able to achieve or sustain profitability; we have recently shifted our focus to our blockchain and cryptocurrency mining business, and we may not be successful in this business.
We are not profitable and have incurred losses. We expect to continue to incur losses for the foreseeable future, and these losses could increase as we continue to work to develop our business. Prior to July 2021, we did not have any operations. In July 2021, we determined to pursue a blockchain and cryptocurrency related business. Currently, our primary operations are focused on our cryptocurrency mining business located in Tampa, Florida. Our current strategy is new and unproven, is in an industry that is itself new and evolving, and is subject to the risks discussed below. This strategy, like our prior ones, may not be successful, and we may never become profitable. Even if we achieve profitability in the future, we may not be able to sustain profitability in subsequent periods.
If, pursuant to our co-location mining services agreement (the “Ace Host Agreement”) with Ace Host (“Ace Host”), Ace Host cannot or will not supply sufficient electric power for us to operate our new miners, we may be required to relocate some or all of our miners to an alternate facility, which may have a less advantageous cost structure and our business and results of operations may suffer as a result.
We have made a significant capital investment in new next generation miners because we believe we will be able to operate them to mine Bitcoin and other cryptocurrencies at prices advantageous to us. We believe, based on information presently available to us, that the Ace Host Agreement provides many advantages as opposed to other alternative arrangements. If we are required to deploy or move our miners from Ace Host to another mining facility, we may be forced to accept less advantageous terms. Further, during relocation to a new mining facility, we will not be able to operate our miners and therefore we will not be able to generate revenue.
Failure to effectively manage our growth could place strains on our managerial, operational and financial resources and could adversely affect our business and operating results.
Our growth has placed, and is expected to continue to place, a strain on our managerial, operational, and financial resources and systems, as well as on our management team. Any further growth or increase in the number of our strategic relationships may place additional strain on our managerial, operational, and financial resources and systems. Although we may not grow as we expect, if we fail to manage our growth effectively or to develop and expand our managerial, operational, and financial resources and systems, our business and financial results would be materially harmed.
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Significant contributors to the Bitcoin network could propose amendments to its protocols and software which, if accepted and authorized, could negatively impact our business and operations.
A small group of individuals contribute to the Bitcoin Core Project on GitHub.com, which is a leading source of quasi-governance that works to ensure that the Bitcoin blockchain remains decentralized and governed by consensus. According to its website, “Bitcoin Core is an open source project which maintains and releases Bitcoin client software called ‘Bitcoin Core.’ It is a direct descendant of the original Bitcoin software client released by Satoshi Nakamoto after he published the famous Bitcoin whitepaper.” Bitcoin Core is powered by an open-source development community, but it is maintained by a small group of maintainers and leading contributors.
This group of contributors can propose refinements or improvements to the Bitcoin network’s source code through one or more software upgrades that alter the protocols and software that govern the Bitcoin network and the properties of Bitcoin, including the irreversibility of transactions and limitations on the mining of new Bitcoin. Proposals for upgrades and discussions relating thereto take place on online forums.
The open-source structure of the Bitcoin network protocol may result in inconsistent and perhaps even ineffective changes to the Bitcoin protocol. Failed upgrades or maintenance to the protocol could damage the Bitcoin network, which could adversely affect our business and the results of our operations.
The Bitcoin network operates based on an open-source protocol maintained by contributors, largely on the Bitcoin Core project on GitHub. As an open-source project, Bitcoin is not represented by an official organization or authority. As the Bitcoin network protocol is not sold and its use does not generate revenues for contributors, contributors are generally not compensated for maintaining and updating the Bitcoin network protocol. Although the MIT Media Lab’s Digital Currency Initiative funds the current maintainer of the Bitcoin Core project on GitHub, this type of financial incentive is not typical. The lack of guaranteed financial incentive for contributors to maintain or develop the Bitcoin network and the lack of guaranteed resources to adequately address emerging issues with the Bitcoin network may reduce incentives to address the issues adequately or in a timely manner. Changes to a digital asset network which we are mining on may adversely affect an investment in us.
If demand for Bitcoin declines, or if another cryptocurrency replaces Bitcoin as the most prominent cryptocurrency, our business and the results of our operations could suffer materially.
Although Bitcoin is presently the most prominent cryptocurrency, it is possible that another cryptocurrency could supplant it as the most prominent cryptocurrency, which could have a materially negative effect of the demand for Bitcoin and, therefore, on its conversion spot price. Alternatively, the demand for Bitcoin may fall for other reasons unknown to the Company. Bitcoin represents the Company’s largest cryptocurrency asset, so any substantial and sustained reduction in its conversion spot price would negatively impact its value as an asset.
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Further, the Company has acquired and deployed miners that make use of application-specific integrated circuit (ASIC) chips, which are currently designed only to mine for Bitcoin. If the demand for Bitcoin experiences a sustained and substantial reduction and the conversion spot price of Bitcoin falls correspondingly, we may not be able to continue to mine Bitcoin and we may be forced to reconfigure our existing miners or acquire replacement miners capable of mining other, more profitable cryptocurrencies at that time. 17
2. Any convictionWe expect to incur significant costs in connection with any such reconfiguration or to acquire replacement miners; further, we will likely be unable to continue to operate our miners during any such reconfiguration or replacement process. These added costs and such an interruption to our business operations could have a criminal proceedingmaterial negative effect on our business, and our stock price may suffer.
Our ability to adopt technology in response to changing security needs or beingtrends poses a challenge to the safekeeping of our digital assets.
The history of digital asset exchanges has shown that exchanges and large holders of digital assets must adapt to technological change in order to secure and safeguard their digital assets. We may move our digital assets to various exchanges to exchange them for fiat currency, which will require us to rely on the security protocols of these exchanges to safeguard our digital assets. While these exchanges purport to be secure, and while we believe them to be so, no security system is perfect and malicious actors may be able to intercept our digital assets while we are in the process of selling them via such exchanges. Given the growth in their size and their relatively unregulated nature, we believe these exchanges will become a more appealing target for malicious actors. To the extent we are unable to identify and mitigate or stop new security threats, our digital assets may be subject to theft, loss, destruction or other attack, which could adversely affect an investment in us.
The limited rights of legal recourse available to us and our lack of insurance protection for risk of loss of our digital assets exposes us and our shareholders to the risk of loss of our digital assets for which no person may ultimately be held liable and we may not be able to recover our losses.
The digital assets held by us are not insured. Further, banking institutions will not accept our digital assets and they are therefore not insured by the Federal Deposit Insurance Corporation (“FDIC”) or the Securities Investor Protection Corporation (“SIPC”). Therefore, a pending
criminal proceeding.
3. An order, judgment,loss may be suffered with respect to our digital assets which is not covered by insurance and we may not be able to recover any of our carried value in these digital assets if they are lost or decree,stolen or suffer significant and sustained reduction in conversion spot price. If we are not subsequently reversed, suspendedotherwise able to recover damages from a malicious actor in connection with these losses, our business and results of operations may suffer, which may have a material negative impact on our stock price.
If regulatory changes or vacated, or any courtinterpretations of competent jurisdiction, permanently or
temporarily enjoining, barring, suspendingour activities require our registration as a money services business (“MSB”) under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, or otherwise limiting Mr.
Etezov's involvementunder state laws, we may incur significant compliance costs, which could be substantial or cost-prohibitive. If we become subject to these regulations, our costs in complying with them may have a material negative effect on our business and the results of our operations.
To the extent that the Company’s activities cause it to be deemed an MSB under the regulations promulgated by FinCEN under the authority of the U.S. Bank Secrecy Act, we may be required to comply with FinCEN regulations, including those that would mandate us to implement anti-money laundering programs, make certain reports to FinCEN and maintain certain records.
To the extent that the Company’s activities cause it to be deemed a “money transmitter” (“MT”) or equivalent designation, under state law in any typestate in which the Company operates, the Company may be required to seek a license or otherwise register with a state regulator and comply with state regulations that may include the implementation of business, securitiesanti-money laundering programs, maintenance of certain records and other operational requirements. The Company will continue to monitor for developments in such legislation, guidance 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 aregulations.
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Such additional federal or state securitiesregulatory obligations may cause the Company to incur extraordinary expenses, possibly affecting an investment in the Shares in a material and adverse manner. Furthermore, the Company and its service providers may not be capable of complying with certain federal or commodities law,state regulatory obligations applicable to MSBs and MTs. If the Company is deemed to be subject to and determines not to comply with such additional regulatory and registration requirements, we may act to dissolve and liquidate the Company or any subsidiary subject to such regulatory requirements. Any such action may adversely affect an investment in us.
Current regulation of the exchange of Bitcoin under the CEA by the CFTC is unclear; to the extent we become subject to regulation under the CFTC in connection with our exchange of Bitcoin, we may incur additional compliance costs, which may be significant.
Current legislation, including the Commodities Exchange Act of 1936, as amended (the “CEA”) is unclear with respect to the exchange of Bitcoin. Changes in the CEA or the regulations promulgated thereunder, as well as interpretations thereof and official promulgations by the Commodities Futures Tradition Commission (“CFTC”), which oversees the CEA much like the SEC oversees the Securities Act and the judgment hasExchange Act, may impact the classification of Bitcoin and therefore may subject them to additional regulatory oversight by the CFTC.
Presently, Bitcoin derivatives are not excluded from the definition of a “commodity future” by the CFTC. We cannot be certain as to how future regulatory developments will impact the treatment of Bitcoin under the law. Bitcoins have been reversed, suspendeddeemed to fall within the definition of a commodity and, we may be required to register and comply with additional regulation under the CEA, including additional periodic report and disclosure standards and requirements. Moreover, we may be required to register as a commodity pool operator or vacated.
TERM OF OFFICE
Our sole officeras a commodity pool with the CFTC through the National Futures Association. Such additional registrations may result in extraordinary, non-recurring expenses, thereby materially and director is appointed for a one-year termadversely impacting an investment in us. If we determine not to hold office
until the next annual general meetingcomply with such additional regulatory and registration requirements, we may seek to cease certain of our shareholders or until removed from
officeoperations. Any such action may adversely affect an investment in accordance with our bylaws.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our sole officer and director.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period from our incorporation on January 16, 2008 to June
30, 2008 (our fiscal year end) and subsequent thereto to the date of this
prospectus.
SUMMARY COMPENSATION TABLE
Unfavorable global economic, business or political conditions could adversely affect our business, financial condition or results of operations.
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our control, including the impact of health and safety concerns, such as those relating to the current COVID-19 outbreak. The most recent global financial crisis caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened demand for Bitcoin and our ability to raise additional capital when needed on acceptable terms, if at all. Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business.
To date, the COVID-19 outbreak has not had a material adverse impact on our operations. However, the future impact of the COVID-19 or any other pandemic outbreak is highly uncertain, cannot be predicted and there is no assurance that such outbreaks will not have a material adverse impact on the future results of the Company. The extent of the impact, if any, will depend on future developments, including actions taken by federal and state governments.
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Our future success will depend in large part upon the value of Bitcoin and if we are not able to mine Bitcoin and sell it at prices favorable to us, the results of our operations will suffer.
As previously disclosed, our operating results will depend in large part upon the value of Bitcoin because it’s the primary cryptocurrency we currently mine. Specifically, our revenues from our Bitcoin mining operations are based upon two factors: (1) the number of Bitcoin rewards we successfully mine and (2) the value of Bitcoin. In addition, our operating results are directly impacted by changes in the value of bitcoin, because under the value measurement model, both realized and unrealized changes will be reflected in our statement of operations (i.e., we will be marking bitcoin to fair value each quarter). This means that our operating results will be subject to swings based upon increases or decreases in the value of bitcoin.
RisksRelatedto an Investment in Our Securities
We expect to experience volatility in the price of our common stock, which could negatively affect stockholders’ investments.
The trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with securities traded in those markets. Broad market and industry factors may seriously affect the market price of companies’ stock, including ours, regardless of actual operating performance. All of these factors could adversely affect your ability to sell your shares of common stock or, if you are able to sell your shares, to sell your shares at a price that you determine to be fair or favorable.
Our common stock may be categorized as “penny stock,” which may make it more difficult for investors to sell their shares of common stock due to suitability requirements.
Our common stock may be categorized as “penny stock.” The Commission has adopted Rule 15g-9 under the Exchange Act, which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. The price of our common stock is significantly less than $5.00 per share and, unless we qualify for an exception, may be considered “penny stock.” This designation imposes additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules, if applicable to us, would require a broker-dealer buying our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities given the increased risks generally inherent in penny stocks. These rules may restrict the ability and/or willingness of brokers or dealers to buy or sell our common stock, either directly or on behalf of their clients, may discourage potential stockholders from purchasing our common stock, or may adversely affect the ability of stockholders to sell their shares.
Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock, which could depress the price of our common stock.
FINRA has adopted rules that require a broker-dealer to have reasonable grounds for believing that the investment is suitable for that customer before recommending an investment to a customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives, and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. Thus, the FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares of common stock, have an adverse effect on the market for our shares of common stock, and thereby depress our price per share of common stock.
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The elimination of monetary liability against our directors, officers, and employees under Nevada law and the existence of indemnification rights for our obligations to our directors, officers, and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers, and employees.
Our Articles of Incorporation contain a provision permitting us to eliminate the personal liability of our directors to us and our stockholders for damages for the breach of a fiduciary duty as a director or officer to the extent provided by Nevada law. We may also have contractual indemnification obligations under any future employment agreements with our officers or indemnification agreements we have entered into with our directors. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and the resulting costs may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties; and may similarly discourage the filing of derivative litigation by our stockholders against our directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.
We may issue additional shares of common stock in the future, which could cause significant dilution to all stockholders.
The Board of Directors has resolved to amend the Company’s Articles of Incorporation to authorize, among other things, the issuance of up to 350,000,000 shares of common stock, with a par value of $0.001 per share. As of June 30, 2022, we had 19,573,952 shares of common stock outstanding; however, we may issue additional shares of common stock in the future in connection with a financing or an acquisition. Any issuance of additional shares of our common stock, or securities convertible into our common stock, including but not limited to, warrants, options, and convertible promissory notes, will dilute the percentage ownership interest of all stockholders, may dilute the book value per share of our common stock, and may negatively impact the market price of our common stock.
Anti-takeover effects of certain provisions of Nevada state law may hinder a potential takeover of us.
Nevada has a business combination law that prohibits certain business combinations between Nevada corporations and “interested stockholders” for two years after an “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation or (ii) an affiliate or associate of the corporation and at any time within the two previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.
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The effect of Nevada’s business combination law is potentially to discourage parties interested in taking control of us from doing so if they cannot obtain the approval of our Board. Both of these provisions could limit the price investors would be willing to pay in the future for shares of our common stock.
Because we do not intend to pay any cash dividends in the foreseeable future on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.
We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Declaring and paying future dividends, if any, will be determined by our Board, based upon earnings, financial condition, capital resources, capital requirements, restrictions in our Articles of Incorporation, contractual restrictions, and such other factors as our Board deems relevant. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.
Failure to execute our strategies could result in impairment of goodwill or other intangible assets, which may negatively impact profitability.
We evaluate goodwill for impairment on an annual basis or more frequently if impairment indicators are present based upon the fair value of each reporting unit. We assess the impairment of other intangible assets on an annual basis, or more frequently if impairment indicators are present, based upon the expected future cash flows of the respective assets. These valuations include management’s estimates of sales, profitability, cash flow generation, capital structure, cost of debt, interest rates, capital expenditures, and other assumptions. Significant negative industry or economic trends, disruptions to our business, inability to achieve sales projections or cost savings, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets or in entity structure, and divestitures may adversely impact the assumptions used in the valuations. If the estimated fair value of our reporting units changes in future periods, we may be required to record an impairment charge related to goodwill or other intangible assets, which would reduce earnings in such period.
| 16 |
| Table of Contents |
USE OF PROCEEDS
The selling stockholders will receive all of the proceeds from the sale of Shares offered by them pursuant to this prospectus. We will not receive any proceeds from the sale of the Shares by the selling stockholders. If any of the Warrants are exercised for cash, we intend to use the proceeds for general working capital purposes.
| 17 |
| Table of Contents |
THE PRIVATE PLACEMENT TRANSACTIONS
The Securities Purchase Agreements
On November 10, 2021, we entered into a Securities Purchase Agreement with certain of the selling stockholders pursuant to which we sold to such selling stockholders $560,875 in aggregate principal amount of our common stock (which we refer to as the “Shares”) and warrants to purchase shares of our common stock (which we refer to as the “PIPEWarrants”), exercisable at any time before the close of business on December 31, 2024. The PIPE Warrants are comprised of 747,837 warrants with an exercise price of $1.50 per share.
We closed the transactions contemplated by the Securities Purchase Agreement. We issued the securities contemplated under the Securities Purchase Agreement in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act.
The Registration Rights Agreements
On November 10, 2021, in connection with the closing of the transactions contemplated by the Securities Purchase Agreement, we entered into substantially similar Registration Rights Agreements the selling stockholders who are parties to the Securities Purchase Agreement. With respect to the selling stockholders who are party to the Securities Purchase Agreement, we are obligated to file a registration statement registering the resale of (i) their Warrant Shares, (ii) any Shares issuable under the terms of the Securities Purchase Agreement, and (iii) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization, or similar event with respect to the foregoing.
Pursuant to the Registration Rights Agreements, we agreed to file the registration statement(s) no later than the earlier of (a) 180-days after an initial public offering by the Company or (b) twelve (12) months after effective date of the Registration Rights Agreement. Furthermore, we agreed to grant the parties to the Securities Purchase Agreement a “piggy-back” registration right upon at least 10-day notice prior to the Company’s filing of a registration statement (or confidential submission in draft form) with the SEC.
Warrants Issued to Management and Consultants
On May 26, 2022, the Company issued to Frank Horkey Class C warrant to purchase 250,000 shares of the Company’s common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of the Company’s registration statement as part of his executive compensation during the 2021 fiscal year.
On May 26, 2022, the Company issued to both Peter S. Chung and Timothy B Ruggiero Class C warrants for each to purchase 500,000 shares of the company’s common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of the Company’s registration statement related to consulting services during the 2021 fiscal year
On June 25, 2022, Frank Horkey and Michael Christiansen were each issued 250,000 class C warrants to purchase 250,000 shares of the company’s common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of the Company’s registration statement for serving on the Company’s Board of Directors for the upcoming 2022 fiscal year.
On June 25, 2022, Peter S Chung and Timothy B Ruggiero were each issued a class C warrant to purchase 250,000 shares of the company’s common stock for a period of three years at an exercise price of $1.50 commencing upon the effective date of the Company’s registration statement for serving on the Company’s Advisory Board for the upcoming 2022 fiscal year.
| 18 |
| Table of Contents |
Common Shares Issued to Members of the Board of Directors
On July 1, 2022, the Board of Directors of the Company reappointed Frank Horkey and appointed Michael Christiansen to our Board of Directors. In connection with their respective appointments, we entered into agreements with Frank Horkey and Michael Christiansen pursuant to which, among other things, the Company issued in a private placement 250,000 restricted shares of the Company’s common stock to each director, subject to a vesting schedule.
We issued the shares described above to Frank Horkey and Michael Christiansen in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act.
For more information about the selling stockholders, see “Selling Stockholders.”
| 19 |
| Table of Contents |
SELLING STOCKHOLDERS
The prospectus relates to the possible resale, from time to time, by the selling stockholders identified herein of up to 6,530,267 Shares, including (i) 5,034,593 common shares beneficially owned by long term shareholders of the Company’s common stock, which include 1,450,000 shares of common stock beneficially owned by certain of our directors and current executive officers, (ii) 747,837 shares issued to the PIPE Investors, and directors, individually(iii) 747,837 shares of common stock issuable upon the exercise in full of warrants held by the PIPE Investors (without regard to any conversion limitations therein).
When we refer to the “selling stockholders” in this prospectus, we mean the entities or persons listed in the table below, and their respective pledgees, donees, permitted transferees, assignees, successors and others who later come to hold any of the selling stockholders’ interests in shares of our common stock other than through a public sale.
We will not receive any proceeds from the sale of the Shares offered by the selling stockholders; however, we will receive the proceeds from any cash exercise of the warrants.
We are unable to determine the exact number of Shares that will actually be sold by the selling stockholders according to this prospectus due to:
· | the uncertainty as to the number of warrant shares that will ultimately be issued to the selling stockholders upon the exercise of the warrants; and | |
· | the ability of the selling stockholders to determine when and whether they will sell any of the warrant shares they receive upon exercise, as applicable, under this prospectus. |
The Shares covered by this prospectus are being registered to permit public sales of such securities, and the selling stockholders may offer the Shares for resale from time to time pursuant to this prospectus. The selling stockholders may also sell, transfer or otherwise dispose of all or a portion of their Shares in transactions exempt from the registration requirements of the Securities Act or pursuant to another effective registration statement covering the sale of such securities. We are relying on an exemption from the registration requirements of the Securities Act for the private placement of our securities upon conversion of the Notes and the exercise of the Warrants, pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.
| 20 |
| Table of Contents |
The following table sets forth, based on information provided to us by the selling stockholders or known to us, the names of the selling stockholders, the nature of any position, office or other material relationship, if any, which the selling stockholders have had, within the past three years, with us or with any of our predecessors or affiliates, and the number of shares of our common stock beneficially owned by the selling stockholders before and after this offering. The number of shares owned are those beneficially owned, as determined under the rules of the Commission, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares of common stock as to which a group.person has sole or shared voting power or investment power and any shares of common stock that the person has the right to acquire within 60 days of June 30, 2022 through vesting, the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. Except as otherwise indicated, all sharesset forth herein, none of the selling stockholders are owned directly.
a broker-dealer or an affiliate of a broker- dealer.
Name of Selling Shareholder |
| Shares Beneficially Owned Prior to Offering(1) |
|
| Shares of Common Stock being Offered |
|
| Number of Shares to be Beneficially Owned by Selling Shareholders after the Offering(2) |
|
| Percent of Total Issued & Outstanding Shares(3) |
| ||||
Frank Horkey(4) |
|
| 1,450,000 |
|
|
| 552,000 |
|
|
| 898,000 |
|
|
| 3.95 | % |
Peter Chung |
|
| 1,260,362 |
|
|
| 826,554 |
|
|
| 433,808 |
|
|
| 1.91 | % |
Timothy B Ruggiero Profit Sharing Plan |
|
| 1,141,109 |
|
|
| 769,078 |
|
|
| 372,031 |
|
|
| 1.63 | % |
Michael Christiansen(5) |
|
| 500,000 |
|
|
| 162,500 |
|
|
| 337,500 |
|
|
| 1.48 | % |
Squadron Marketing LLC(6) |
|
| 1,075,100 |
|
|
| 161,265 |
|
|
| 913,835 |
|
|
| 4.02 | % |
Lazarus Asset Management LLC(7) |
|
| 986,328 |
|
|
| 147,949 |
|
|
| 838,379 |
|
|
| 3.68 | % |
Paul Lajoie / Legacy Relations, LP |
|
| 266,668 |
|
|
| 266,668 |
|
|
| 0 |
|
|
| 0.00 | % |
Braden James |
|
| 266,668 |
|
|
| 266,668 |
|
|
| 0 |
|
|
| 0.00 | % |
Joseph Womack |
|
| 266,668 |
|
|
| 266,668 |
|
|
| 0 |
|
|
| 0.00 | % |
Kevin Gray / Gray Family Concepts, LLC |
|
| 266,668 |
|
|
| 266,668 |
|
|
| 0 |
|
|
| 0.00 | % |
Lawrence Moskowitz |
|
| 533,334 |
|
|
| 193,334 |
|
|
| 340,000 |
|
|
| 1.49 | % |
Leanne Gonzalez |
|
| 700,000 |
|
|
| 105,000 |
|
|
| 595,000 |
|
|
| 2.61 | % |
Cat's Tales Productions LLC |
|
| 690,000 |
|
|
| 103,500 |
|
|
| 586,500 |
|
|
| 2.58 | % |
Timothy B Ruggiero, Jr. |
|
| 675,000 |
|
|
| 101,250 |
|
|
| 573,750 |
|
|
| 2.52 | % |
Thomas Stephens |
|
| 685,000 |
|
|
| 128,250 |
|
|
| 556,750 |
|
|
| 2.45 | % |
Vivia Joy Chin |
|
| 637,875 |
|
|
| 95,681 |
|
|
| 542,194 |
|
|
| 2.38 | % |
Alan Morgillo |
|
| 618,000 |
|
|
| 105,450 |
|
|
| 512,550 |
|
|
| 2.25 | % |
Andrew R. McKillop, Sr. TR |
|
| 596,907 |
|
|
| 89,536 |
|
|
| 507,371 |
|
|
| 2.23 | % |
Mitch Leitner |
|
| 575,000 |
|
|
| 86,250 |
|
|
| 488,750 |
|
|
| 2.15 | % |
Robb Titone |
|
| 575,000 |
|
|
| 86,250 |
|
|
| 488,750 |
|
|
| 2.15 | % |
Yvonne Chung |
|
| 540,000 |
|
|
| 81,000 |
|
|
| 459,000 |
|
|
| 2.02 | % |
Andrew Stern |
|
| 500,000 |
|
|
| 75,000 |
|
|
| 425,000 |
|
|
| 1.87 | % |
Ellis Kahn |
|
| 500,000 |
|
|
| 75,000 |
|
|
| 425,000 |
|
|
| 1.87 | % |
J. Ronald Hankins |
|
| 500,000 |
|
|
| 85,000 |
|
|
| 415,000 |
|
|
| 1.82 | % |
Ricardo Plummer |
|
| 500,000 |
|
|
| 75,000 |
|
|
| 425,000 |
|
|
| 1.87 | % |
Sheila Hoenermann EX |
|
| 500,000 |
|
|
| 75,000 |
|
|
| 425,000 |
|
|
| 1.87 | % |
Thomas Manz |
|
| 500,000 |
|
|
| 75,000 |
|
|
| 425,000 |
|
|
| 1.87 | % |
Sparta Road Ltd. |
|
| 495,220 |
|
|
| 74,283 |
|
|
| 420,937 |
|
|
| 1.85 | % |
Evoke Holdings LLC |
|
| 133,334 |
|
|
| 133,334 |
|
|
| 0 |
|
|
| 0.00 | % |
Crestline Consulting Group LLC |
|
| 133,334 |
|
|
| 133,334 |
|
|
| 0 |
|
|
| 0.00 | % |
John Bennett |
|
| 100,000 |
|
|
| 15,000 |
|
|
| 85,000 |
|
|
| 0.37 | % |
New Hudson Properties LLC |
|
| 405,370 |
|
|
| 60,806 |
|
|
| 344,565 |
|
|
| 1.51 | % |
Adam Brosius |
|
| 400,000 |
|
|
| 60,000 |
|
|
| 340,000 |
|
|
| 1.49 | % |
Squadron Marketing |
|
| 274,379 |
|
|
| 41,157 |
|
|
| 233,222 |
|
|
| 1.02 | % |
John Garrell |
|
| 202,500 |
|
|
| 42,700 |
|
|
| 159,800 |
|
|
| 0.70 | % |
Philip Dean |
|
| 266,666 |
|
|
| 40,000 |
|
|
| 226,666 |
|
|
| 1.00 | % |
James Stephenson Burrell, II |
|
| 250,000 |
|
|
| 37,500 |
|
|
| 212,500 |
|
|
| 0.93 | % |
Ronald Suster |
|
| 235,076 |
|
|
| 35,261 |
|
|
| 199,815 |
|
|
| 0.88 | % |
William Malenbaum |
|
| 220,000 |
|
|
| 33,000 |
|
|
| 187,000 |
|
|
| 0.82 | % |
| 21 |
| Table of |
Allison Lee Chung |
|
| 200,000 |
|
|
| 30,000 |
|
|
| 170,000 |
|
|
| 0.75 | % |
Stress Free Capital Inc. |
|
| 200,000 |
|
|
| 30,000 |
|
|
| 170,000 |
|
|
| 0.75 | % |
Corporate Capital Group Int'l, Ltd. |
|
| 200,000 |
|
|
| 30,000 |
|
|
| 170,000 |
|
|
| 0.75 | % |
Marcela Vargas |
|
| 190,000 |
|
|
| 28,500 |
|
|
| 161,500 |
|
|
| 0.71 | % |
Tina Louise Chung |
|
| 166,900 |
|
|
| 25,035 |
|
|
| 141,865 |
|
|
| 0.62 | % |
Steven Brandenberg |
|
| 150,000 |
|
|
| 21,000 |
|
|
| 129,000 |
|
|
| 0.57 | % |
David Biasetti |
|
| 100,000 |
|
|
| 15,000 |
|
|
| 85,000 |
|
|
| 0.37 | % |
Frank Essner |
|
| 100,000 |
|
|
| 15,000 |
|
|
| 85,000 |
|
|
| 0.37 | % |
Tonia Pfannestiel |
|
| 100,000 |
|
|
| 15,000 |
|
|
| 85,000 |
|
|
| 0.37 | % |
Frank Grenier |
|
| 90,000 |
|
|
| 13,500 |
|
|
| 76,500 |
|
|
| 0.34 | % |
James Marshall |
|
| 75,000 |
|
|
| 11,250 |
|
|
| 63,750 |
|
|
| 0.28 | % |
James Marshal III |
|
| 75,000 |
|
|
| 11,250 |
|
|
| 63,750 |
|
|
| 0.28 | % |
Anthony Abbruzzese |
|
| 250,000 |
|
|
| 196,875 |
|
|
| 53,125 |
|
|
| 0.23 | % |
Leanne Kennedy |
|
| 50,000 |
|
|
| 7,500 |
|
|
| 42,500 |
|
|
| 0.19 | % |
Lenny S. Morales |
|
| 50,000 |
|
|
| 7,500 |
|
|
| 42,500 |
|
|
| 0.19 | % |
Jospeph Pizzolato |
|
| 50,000 |
|
|
| 7,500 |
|
|
| 42,500 |
|
|
| 0.19 | % |
Dean Julia |
|
| 31,875 |
|
|
| 4,781 |
|
|
| 27,094 |
|
|
| 0.12 | % |
Michael Trepita |
|
| 31,875 |
|
|
| 4,781 |
|
|
| 27,094 |
|
|
| 0.12 | % |
John Christopher Stickle |
|
| 26,000 |
|
|
| 3,900 |
|
|
| 22,100 |
|
|
| 0.10 | % |
Jeanne Irvine |
|
| 25,000 |
|
|
| 3,750 |
|
|
| 21,250 |
|
|
| 0.09 | % |
Andrea Acuna |
|
| 25,000 |
|
|
| 3,750 |
|
|
| 21,250 |
|
|
| 0.09 | % |
Scott Lucas |
|
| 30,000 |
|
|
| 4,500 |
|
|
| 25,500 |
|
|
| 0.11 | % |
Warren Diener |
|
| 20,000 |
|
|
| 3,000 |
|
|
| 17,000 |
|
|
| 0.07 | % |
Andrew Stowe |
|
| 10,000 |
|
|
| 1,500 |
|
|
| 8,500 |
|
|
| 0.04 | % |
Craig Ahlstrom and Lori Ahslstrom JTWROS |
|
| 10,000 |
|
|
| 1,500 |
|
|
| 8,500 |
|
|
| 0.04 | % |
Katherine Wilson |
|
| 10,000 |
|
|
| 1,500 |
|
|
| 8,500 |
|
|
| 0.04 | % |
Maria Diaz |
|
| 10,000 |
|
|
| 1,500 |
|
|
| 8,500 |
|
|
| 0.04 | % |
Alan J Morgillo |
|
| 200 |
|
|
| 200 |
|
|
| 0 |
|
|
| 0.00 | % |
Susan Morgillo |
|
| 200 |
|
|
| 200 |
|
|
| 0 |
|
|
| 0.00 | % |
Robert E. Wood Jr |
|
| 200 |
|
|
| 200 |
|
|
| 0 |
|
|
| 0.00 | % |
Rosemarie Manchio |
|
| 200 |
|
|
| 200 |
|
|
| 0 |
|
|
| 0.00 | % |
Joseph O Morgillo |
|
| 200 |
|
|
| 200 |
|
|
| 0 |
|
|
| 0.00 | % |
Debbie McKillop |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Drew McKillop |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
William McKIllop |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Michelle McKillop |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Theresa McKillop |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Isabel McKIllop |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Matthew McKillop |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Charles Murray |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Ruth Van Tilborg |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Betty McKillop |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Lydia Barrow Hankins |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Micah Ronald Hankins |
|
| 200 |
|
|
| 200 |
|
|
| 0 |
|
|
| 0.00 | % |
Samuel Drake Hankins |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
| 22 |
| Table of |
Heather Lyn Hankins |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Luke Barrow Hankins |
|
| 200 |
|
|
| 200 |
|
|
| 0 |
|
|
| 0.00 | % |
Shelby Marie Hummel |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Joshua Michael Smith |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
Aksia Ruth McKenzie |
|
| 100 |
|
|
| 100 |
|
|
| 0 |
|
|
| 0.00 | % |
(1) | Beneficial ownership is determined in accordance with Commission rules and |
(2) | Assumes the sale of all Shares registered pursuant to this prospectus by the selling stockholder, although none of the selling stockholders is under any obligation known to us to sell any Shares at this time. |
(3) | Based on 22,759,289 shares of the Company’s common stock consisting of the sum of (a) 19,573,952 shares issued and outstanding as of June 30, 2022 and (b) 3,185,337 shares that will be issued upon the Selling Stockholders’ exercise of all of their warrants. |
(4) | Mr. Horkey serves as the Company’s CEO and President, and, as of the date of this filing, Mr. Horkey serves as the Company’s Chairman of the Board of Directors. |
(5) | Mr. Christiansen was elected to the Company’s board of directors and Mr. Christiansen’s term began on July 1, 2022. |
(6) | As of the date of this filing, Squadron Marketing LLC 's percentage ownership of |
(7) | As of the date of this filing, Lazarus Asset Management LLC’s percentage ownership of the Company’s common stock is 5.04%. |
| 23 |
| Table of Contents |
PLAN OF DISTRIBUTION
The Selling Stockholders may, from time to time, sell, transfer, or otherwise dispose of any or all of the Shares covered by this prospectus on any stock exchange, market, or trading facility on which our common stock is traded, or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices. The Selling Stockholders may use any one or more of the following methods when disposing of Shares:
· | disposition on any national securities exchange on which our common stock may be listed at the time of the sale; | |
· | disposition in the over-the-counter markets; | |
· | ordinary brokerage transactions and | |
· | block trades in which the broker-dealer will attempt to sell the Shares as agent, but may position and | |
· | purchases by a | |
· | an exchange distribution in accordance with the rules of the applicable exchange; | |
· | privately negotiated transactions; | |
· | short sales; | |
· | writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
· | disposition in one | |
· | broker-dealers may agree with the Selling Stockholders to sell a specified number of such Shares at a stipulated price per share; | |
· | a combination of any such methods of sale; or | |
· | any other method permitted by applicable law. |
We do not know of specific arrangements by the Selling Stockholders for the sale of their Shares. The aggregate proceeds to the Selling Stockholders from any sale of the Shares offered by them will be the purchase price of the Shares less discounts or commissions, if any. The Selling Stockholders reserve the right to accept and, together with their respective agents from time to time, to reject, in whole or in part, any proposed purchase of Shares to be made directly or through agents. We will not receive any of the proceeds from any such sale; however, we will receive the proceeds from any cash exercise of Warrants.
The Selling Stockholders also may resell all or a portion of the Shares in reliance upon Rule 144 promulgated under the Securities Act or any other exemption from registration under the Securities Act, provided that they meet the criteria and conform to the requirements of any such rule.
The Selling Stockholders and any broker-dealers or agents that participate in the sale of the Shares may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the Shares may be underwriting discounts and commissions under the Securities Act. The Selling Stockholders are subject to the prospectus delivery requirements of the Securities Act.
The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the Shares, or interests therein. We will bear all costs, expenses, and fees in connection with the registration of the Shares. We will not be paying any underwriting discounts or commissions in this offering.
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DESCRIPTION OF SECURITIES
The following is a summary of all material characteristics of our capital stock as set forth in our Articles of Incorporation, as amended (the “Articles of Incorporation”), and our Bylaws (the “Bylaws”), which are filed as exhibits to the registration statement of which this prospectus is a part. The summary does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation and our Bylaws, and to the provisions of Chapter 78 of the Nevada Revised Statutes (the “NRS”). We encourage you to review complete copies of our Articles of Incorporation and our Bylaws. You can obtain copies of these documents by following the directions outlined in “Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference” elsewhere in this prospectus.
Common Stock
As of the date of this filing, the Company is authorized to issue up to 350,000,000 shares
The percent of class is based on 5,050,000our common stock, par value of $0.001 per share. As of June 30, 2022, there were 19,573,952 shares of common stock issued and outstanding, 3,185,337 shares of common stock issuable upon the exercise of all our outstanding warrants.
Voting Rights
Holders of our common shares are entitled to one vote per share on all matters requiring a vote of the stockholders, including the election of directors.
Holders of our common shares do not have cumulative voting rights.
Liquidation
In the event of a liquidation, dissolution, or winding up of the Company, the holders of our common shares are entitled to share pro-rata all assets remaining after payment in full of all liabilities, subject to prior distribution rights of preferred stock, if any, then-outstanding.
Dividend Rights
Holders of our common shares are entitled to share ratably in dividends, if any, as may be declared from time to time by our Board in its discretion from funds legally available therefore, subject to preferences that may be applicable to our preferred stock, if any, then-outstanding. Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements, and financial conditions. We intend to retain earnings, if any, for use in our business operations and accordingly, our Board does not anticipate declaring any dividends in the foreseeable future.
Other Rights and Restrictions
Our common shares have no preemptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to our common shares.
Transfer Agent and Registrar
The transfer agent for our common stock is Equiniti Trust Company(“EQ”) at 275 Madison Avenue, 34th Floor, New York, New York 10016. EQ can be contacted at (720) 355-1661.
Listing
Our common stock is quoted on the OTC Markets Group, Inc.’s Pink tier under the symbol “TRXA.”
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Penny Stock Regulations
The Commission has adopted regulations that generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our common stock may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (as defined under the Securities Act).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Commission relating to the penny stock market. The broker- dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
Consequently, the “penny stock” rules, if applicable to the Company, may restrict the ability of broker-dealers to sell our common stock and may affect the ability of investors to sell their common stock in the secondary market.
Anti-Takeover Provisions
Certain provisions of Nevada law and our Articles of Incorporation and Bylaws could make more difficult the acquisition of us by means of a tender offer or otherwise, and the removal of incumbent officers and directors. These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of us.
Nevada Law
Business Combinations. The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the NRS prohibit a Nevada corporation with at least 200 stockholders (at least 100 of whom are stockholders of record and residents of the State of Nevada) from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Nonethe transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status; or after the expiration of the two-year period, unless:
The combination or the transaction by which the person first became an interested stockholder is approved by the board of directors of the corporation before the person first became an interested stockholder, or
The combination is approved by the board of directors of the corporation and, at or after that time, the combination is approved at an annual or special meeting of the stockholders of the corporation, and not by written consent, by the affirmative vote of the holders of stock representing at least 60 percent of the outstanding voting power of the corporation not beneficially owned by the interested stockholder or the affiliates or associates of the interested stockholder.
In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) ten percent (10%) or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price. A “combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to five percent (5%) or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to five percent (5%) or more of the aggregate market value of all outstanding shares of the corporation, or (c) ten percent (10%) or more of the earning power or net income of the corporation
The business combination statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire the Company even though such a transaction may offer the Company’s stockholders the opportunity to sell their stock at a price above the prevailing market price.
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SECURITY OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT
The following parties has, sincetable sets forth certain information as of June 30, 2021, with respect to the holdings of our datecommon stock by: (1) each person known to us to be the beneficial owner of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Anymore than 5% of our common stock; (2) each of our directors orand 2021 fiscal year named executive officers; * Any person proposedand (3) all directors and executive officers as a nominee for electiongroup. To the best of our knowledge, each of the persons named in the table below as beneficially owning the shares set forth therein has sole voting power and sole investment power with respect to such shares, unless otherwise indicated. Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of 7301 NW 4th Street Suite 102 Plantation Florida, 33317.
In computing the number and percentage of shares beneficially owned by each person, we include any shares of common stock that could be acquired within 60 days of June 30, 2021, upon the vesting of share awards and the exercise of option awards or warrants. These shares, however, are not counted in computing the percentage ownership of any other person.
On September 9, 2020, Frank Horkey Pres/CEO, Secretary CFO and sole director was issued 350,000 shares of the Company’s common stock pursuant to a director;
* Anycertain Management Agreement dated January 1, 2015. Mr. Horkey has no options to purchase any stock.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of June 30, 2021 by each person who beneficially owns, directly or indirectly, shares
carryingentity known by us to be the beneficial owner of more than 5% of the voting rights attached to our outstanding shares of common stock;
* Our sole promoter, Artur Etezov;
* Any relative or spousestock, each of any of the foregoing persons who has the
same house as such person;
* Immediate family members ofour directors director nominees,and named executive officers, and ownersall of 5% or moreour directors and executive officers as a group.
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Owner | Percent of Class (1) | |||||
Officers and Directors | ||||||||
Common Stock | Frank Horkey 7301 NW 4th St Suite 102 Plantation, Florida 33317 | 350,000 shares | 2.2 | % | ||||
Common Stock | All directors and named executive officers as a group (1 person) | 350,000 shares | 2.2 | % | ||||
Beneficial Owners 5% or Greater | ||||||||
Squadron Marketing LLC. | 1,455,220 shares | 9 | % | |||||
2070 South Hibiscus Rd | ||||||||
North Miami, FL 33181 | ||||||||
Lazarus Asset Management, LLC | 1,455,220 shares | 9 | % | |||||
9540 NW 10th St | ||||||||
Plantation, FL 33317 | ||||||||
______________
(1) | Percentage of beneficial ownership of our common stock is based on 16,169,106 shares of common stock outstanding as of the date of the Company’s most recently filed annual report for the fiscal year ending June 30, 2021. |
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LEGAL MATTERS
Unless otherwise indicated, Shawn R. Perez, Esq., will pass upon the validity of the shares of our common stock.
stock to be sold in this offering.
EXPERTS
Fruci Associates II, PLLC, an independent registered public accounting firm, has audited our consolidated financial statements at June 30, 2021 and 2020 as set forth in its report included in our annual report on Form 10-K for the year ended June 30, 2021, which is incorporated by reference into this prospectus and elsewhere in the registration statement of which this prospectus is a part. Our consolidated financial statements are incorporated by reference in reliance on Fruci Associates II, PLLC’s reports, given on their authority as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION OFON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our sole officerArticles of Incorporation and director is indemnified asBylaws provide that we may indemnify our officers and directors to the maximum extent permitted by Nevada law, and we have entered into agreements with our directors to provide contractual indemnification in addition to the indemnification provided by the Nevada Revised
Statutes andin our Bylaws. We have been advised that in the opinion of the
Securities and Exchange CommissionInsofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In
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T-REX ACQUISITION CORP.
6,530,267 Shares of Common Stock
AUGUST__, 2022
PROSPECTUS
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INFORMATION NOT REQUIRED TO BE INCLUDED IN THE PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth the event that a claim for indemnification
against such liabilities is assertedcosts and expenses payable by one of our directors, officers, or
controlling personsthe Registrant in connection with the issuance and distribution of the securities being registered we will,
unless inhereunder. All amounts are estimates except the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
19
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS:
1. Report of Independent Registered Public Accounting Firm;
2. Audited financial statements for the period from January 16, 2008
(inception) to June 30, 2008
a. Balance Sheets;
b. Statements of Operations;
c. Statements of Cash Flows;
d. Statement of Stockholders' Equity; and
e. Notes to Financial Statements
20
GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX (206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the BoardSEC registration fee.
SEC registration fess |
| $ | 605.36 |
|
Printing expenses |
| $ | 0.00 |
|
Accounting fees and expenses |
| $ | 1,575.00 |
|
Legal fees and expenses |
| $ | 15,000.00 |
|
Miscellaneous |
| $ | 2,200.00 |
|
Total |
| $ | 19,380.36 |
|
Item 14. Indemnification of Directors Plethora Resources, Inc.
I have audited the accompanying balance sheets of Plethora Resources, Inc. (An
Exploration Stage Company) as of June 30, 2008, and the related statement of
operations, stockholders' equity and cash flows for January 16, 2008
(inception), to June 30, 2008. These financial statements are the responsibility
of the Company's management. My responsibilityOfficers.
The Registrant 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 Plethora Resources, Inc., (An
Exploration Stage Company) as of June 30, 2008, and the results of its
operations and cash flows for January 16, 2008 (inception), to June 30, 2008 in
conformity with generally accepted accounting principles in the United States of
America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 2 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ George Stewart
- -------------------------
Seattle, Washington
July 23, 2008
F-1
PLETHORA RESOURCES, INC
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
June 30,
2008
--------
ASSETS
CURRENT ASSETS
Cash $ 24,207
--------
TOTAL ASSETS $ 24,207
========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LONG TERM LIABILITIES
Loan from Director $ 990
--------
TOTAL LONG TERM LIABILITIES $ 990
--------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 75,000,000 shares authorized;
5,050,000 shares issued and outstanding as of June 30, 2008 $ 5,050
Additional paid-in-capital 19,450
Deficit accumulated during the development stage (1,283)
--------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 23,217
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 24,207
========
The accompanying notes are an integral part of these financial statements.
F-2
PLETHORA RESOURCES, INC
(A Development Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
From Inception on
January 16, 2008 to
June 30,
2008
----------
EXPENSES
General and Administrative Expenses $ 1,283
----------
Net (loss) from Operation before Taxes (1,283)
Provision for Income Taxes 0
----------
Net (loss) $ (1,283)
==========
(Loss) per common share - Basic and diluted $ (0.00)
==========
Weighted Average Number of Common Shares Outstanding 2,284,106
==========
The accompanying notes are an integral part of these financial statements.
F-3
PLETHORA RESOURCES, INC
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception on January 16, 2008 to June 30,2008
- --------------------------------------------------------------------------------
Deficit
Accumulated
Number of Additional During
Common Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance at inception on January 16, 2008
April 15, 2008
Common shares issued for cash at $0.001 3,000,000 $3,000 $ -- $ -- $ 3,000
April 24, 2008
Common shares issued for cash at $0.005 1,300,000 1,300 5,200 6,500
May 28, 2008
Common shares issued for cash at $0.02 750,000 750 14,250 15,000
Net (loss) -- -- -- (1,283) (1,283)
--------- ------ ------- ------- -------
Balance as of June 30, 2008 5,050,000 $5,050 $19,450 $(1,283) $23,217
========= ====== ======= ======= =======
The accompanying notes are an integral part of these financial statements.
F-4
PLETHORA RESOURCES, INC
(A Development Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
From Inception on
January 16, 2008 to
June 30,
2008
--------
OPERATING ACTIVITIES
Net (loss) $ (1,283)
--------
Net cash (used) for operating activities (1,283)
--------
FINANCING ACTIVITIES
Loans from Director 990
Sale of common stock 24,500
--------
Net cash provided by financing activities 25,490
--------
Net increase (decrease) in cash and equivalents 24,207
Cash and equivalents at beginning of the period --
--------
Cash and equivalents at end of the period $ 24,207
========
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
PLETHORA RESOURCES, INC
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2008
- --------------------------------------------------------------------------------
1. ORGANIZATION AND BUSINESS OPERATIONS
PLETHORA RESOURCES, INC ("the Company") was incorporated under the laws of the State of Nevada, U.S. on January 16, 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 to
provide consulting services to North American oil & gas exploration companies
that are interested in obtaining new exploration and production license in East
Siberian Region in Russia. The company's services will include gathering and
preparationNevada. Chapter 78 of due diligence materials for properties that will be sold at a
government auctions in Russia, and also assistance in the bidding process. 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, January 16, 2008 through June 30,
2008 the Company has accumulated losses of $1,283.
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 $1,283 as of June 30, 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
PLETHORA RESOURCES, INC
(A Development Stage Company)
Notes To The Financial Statements
June 30, 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 June 30.
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,
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.
F-7
PLETHORA RESOURCES, INC
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2008
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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 April 2008, the Company issued 3,000,000 shares of common stock at a price of
$0.001 per share for total cash proceeds of $3,000. In April 2008, the Company
also issued 1,300,000 shares of common stock at a price of $0.005 per share for
total cash proceeds of $6,500.
In May 2008, the Company also issued 750,000 shares of common stock at a price
of $0.02 per share for total cash proceeds of $15,000.
During the period January 16, 2008 (inception) to June 30, 2008, the Company
sold a total of 5,050,000 shares of common stock for total cash proceeds of
$24,500.
F-8
PLETHORA RESOURCES, INC
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2008
- --------------------------------------------------------------------------------
4. INCOME TAXES
As of June 30, 2008, the Company had net operating loss carry forwards of
approximately $1,283 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 TRANSACTIONS
Artur Etezov, President and CEO of the Company may, in the future, become
involved in other business opportunities as they become available, thus they may
face a conflict in selecting between the Company and their other business
opportunities. The company has not formulated a policy for the resolution of
such conflicts.
While the company is seeking additional capital, Mr. Etezov has advanced funds
to the company to pay for any costs incurred by it. These funds are interest
free. The balance due to Mr. Etezov was $ 990 on June 30, 2008.
6. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of June 30, 2008:
Common stock, $0.001 par value: 75,000,000 shares authorized; 5,050,000 shares
issued and outstanding.
F-9
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 4.03
Transfer Agent Fees $ 5,000.00
Accounting fees and expenses $ 3,500.00
Legal fees and expenses $ 3,000.00
Edgar filing fees $ 500.00
----------
Total $12,004.03
==========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or other costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our sole officer and director is indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the (the “NRS director immunity from liability to”) provides that a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation; that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
Our bylaws provide that we willcorporation may indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
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Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was oura director, officer, employee, or officer,agent of the corporation, or is or was serving at ourthe request of the corporation as a director, officer, employee, or executive officeragent of another company,corporation, partnership, joint venture, trust, or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced ofagainst expenses is to be made upon receipt of an undertaking(including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by or on
behalf ofhim in connection with such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorumhe is not obtainable,liable pursuant to NRS Section 78.138 or
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in badgood faith orand in a manner that
such person did not believehe reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS Chapter 78 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if he is not liable pursuant to NRS Section 78.138 or acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged, after exhaustion of all appeals, to be liable to the corporation unless and only to the extent that the court or other court of competent jurisdiction in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all of the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court or other court of competent jurisdiction shall deem proper.
The Registrant’s Articles of Incorporation and Bylaws provide that the Registrant may indemnify its officers, directors, employees, agents, and any other persons to the maximum extent permitted by the NRS. The Registrant entered into agreements with its directors to provide contractual indemnification in addition to the indemnification provided in its Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the Registrant’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
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Item 15. Recent Sales of Unregistered Securities.
Furnish the information required by Item 701 of Regulation S-K (§229.701 of this chapter).
The Securities Purchase Agreements
On November 10, 2021, we entered into a Securities Purchase Agreement with certain of the selling stockholders pursuant to which we sold to such selling stockholders $560,875 in aggregate principal amount of our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 3,000,000common stock and warrants to purchase shares of our common stock, to Artur Etezovexercisable at any time before the close of business on April 15,
2008. Mr. Etezov is our President, Chief Executive Officer, Treasurer, Secretary
and our sole director. He acquired these 3,000,000 shares at aDecember 31, 2024. The warrants are comprised of 747,837 warrants with an exercise price of $0.001$1.50 per shareshare.
On July 22, 2022, we entered into a Securities Purchase Agreement with one private investor who is not a Selling Stockholder (defined above) to whom we sold $100,000 in aggregate principal amount for total proceeds to us of $3,000.00. These shares were issued
pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act").
In connection with this issuance, Mr. Etezov was provided with access to all
material aspects of the company, including the business, management, offering
details, risk factors and financial statements.
He also represented to us that he was acquiring the shares as principal for his
own account with investment intent. He also represented that he was
sophisticated, having prior investment experience and having adequate and
reasonable opportunity and access to any corporate information necessary to make
an informed decision. This issuance of securities was not accompanied by general
advertisement or general solicitation. The shares were issued with a Rule 144
restrictive legend.
We completed an offering of 1,300,000133,333 shares of our common stock at a price of
$0.005 per shareand warrants to the following 13 purchasers on April 30, 2008:
Name of Subscriber Number of Shares
------------------ ----------------
Arkhincheev Ilya 100,000
Gusev Alexey 100,000
Gorbachev Sergey 100,000
Chapayeva Kseniya 100,000
Tyutenkov Sergey 100,000
Akimova Ella 100,000
Chernyshova Natalia 100,000
Mikhaylova Anastasia 100,000
Mikhaylov Evgeniy 100,000
Burenin Vladimir 100,000
Burakov Sokhibnazar 100,000
Burakov Muzaffar 100,000
Rodionov Sergey 100,000
The total amount received from this offering was $6,500. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 750,000purchase 133,333 shares of our common stock, at awith an exercise price of $0.02$1.50 per share toand exercisable at any time before the following 15 purchasersclose of business on June 5, 2008:
II-2
Name of Subscriber Number of Shares
------------------ ----------------
Khomyakov Evgeniy 50,000
Khomiakov Alexander 50,000
Arkhincheyeva Nataliya 50,000
Dobroslavskiy Dmitriy 50,000
Stolbovskiy Oleg 50,000
Ponomarenko Pavel 50,000
Belonosov Nikita 50,000
Sharov Andrey 50,000
Smagliev Nikolay 50,000
Cherenkov Alexey 50,000
Belonosova Oxana 50,000
Baburin Artem 50,000
Popadenko Alexander 50,000
Molchanov Aleksey 50,000
Golovina Ekaterina 50,000
The total amount receivedDecember 31, 2025.
We closed the transactions contemplated by the Securities Purchase Agreement. We issued the securities contemplated under the Securities Purchase Agreement in reliance upon the exemption from this offering was $15,000. We completed this
offeringregistration pursuant to Regulation SSection 4(a)(2) of the Securities Act.
REGULATION S COMPLIANCE
Each offer
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits as required by Item 601 of Regulation S-K.
Exhibit No. | Description | |
Amended Articles of Incorporation as filed with the Nevada Secretary of State on August 8, 2022 | ||
(b) No financial statement schedules are provided because the information called for is not required or sale was made in an offshore transaction;
We did not make any directed selling effortsis shown either 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 offerfinancial statements or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchasernotes.
(c) 6,530, 267 Shares of the securities certifies 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;Company’s Common Stock.
Item 17. Undertakings
(a) 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 its 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.
EXHIBITS
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation
3.2 By-Laws
5.1 Legal opinion of Dean Law Corp., with consent to use
23.1 Consent of George Stewart, CPA
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THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
1.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:
(a)
(i) To include any prospectus required by Sectionsection 10(a)(3) of the Securities Act of 1933;
(b) Act;
(ii)To reflect in the prospectus any facts or events arising after the effective date of thisthe registration statement or(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in thisthe registration statement;statement. Notwithstanding the forgoing,foregoing, any increase or decrease in Volumevolume 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 commissionCommission pursuant to Rule 424(b)if, in the aggregate, the changes in the
volume and price represent no more than 20%20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(c)statement;
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(iii) To include any material information with respect to the plan of distribution not previously disclosed in thisthe registration statement or any material change to such information in the registration statement.
2.statement; provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is a part of the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein,therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
4. Insofar as indemnification
(4) That, for liabilities arisingthe purpose of determining liability under the Securities Act may be permittedof 1933 to officers, directors, and controlling personsany purchaser:
(i) Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the provisions above, or otherwise, we have been advised thatregistration statement as of the date the filed prospectus was deemed part of and included in the opinion of the
Securitiesregistration statement; 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 is asserted our
director, officer, or other controlling person in connection with the securities
registered, we will, unless in the opinion of our legal counsel the matter has
been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We will then be governed by the final adjudication of such issue.
5.
(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a Registrationregistration statement in reliance on Rule 430B relating to an offering other than registration statements relying onmade pursuant to Rule 430(B)415(a)(1)(i), (vii), or other than prospectuses filed in reliance on Rule 430A,(x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date itsuch form of prospectus is first used after effectiveness.effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 referencedreference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,effective date, 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 dateeffective date.
(b) The undersigned Registrant hereby undertakes that, for purposes of first use.
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(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrantRegistrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Carson City, State of Nevada, on
July 25, 2008.
Plethora Resources, Corp.
By: /s/ Artur Etezov
--------------------------------------
Artur Etezov
President, Chief Executive Officer,
Secretary, Treasurer, Chief Accounting
Officer, Chief Financial Officer and
sole Director
Pursuant toauthorized.
T-REX Acquisition Corp. a Nevada corporation | |||
August 10, 2022 | By: | /s/ Frank Horkey | |
Frank Horkey | |||
President, Director (Principal Executive Officer) | |||
August 10, 2022 | By: | /s/ Frank Horkey | |
Frank Horkey | |||
Chief Financial Officer, Secretary Treasurer, Director (Principal Financial and Accounting Officer) | |||
In accordance with the requirements of the Securities Act of 1933, thisthe registration statement has been signed by the following persons in the capacities and on the dates stated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Artur Etezov President, Chief Executive July 25, 2008
- -------------------------- Officer, Secretary, Treasurer,
Artur Etezov Chief Accounting Officer,
Chief Financial Officer
and sole Director
II-5indicated:
August 10, 2022 | By: | /s/ Frank Horkey | |
Frank Horkey | |||
President, Director (Principal Executive Officer) | |||
August 10, 2022 | By: | /s/ Frank Horkey | |
Frank Horkey | |||
Chief Financial Officer, Secretary Treasurer, Director (Principal Financial and Accounting Officer) |
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