UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2003
Commission File No. 000-32715
Ocean Ventures Inc.
(Translation of registrant's name into English)
Suite 110 - 10851 Shellbridge Way, Richmond, BC V6X 2W8
(Address of principal executive office)
[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F]
Form 20-F [ ] Form 40-F [ ]
The registrant is a foreign private issuer entitled to file annual reports on Form 20-F. However, the registrant voluntarily files annual reports on Form 10-KSB and quarterly reports on Form 10-QSB.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) [ ]
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) [ ]
Note:Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82 -
OCEAN VENTURES INC.
#110 - 10851 Shellbridge Way
Richmond, BC V6X 2W8
NOTICE OF ANNUAL GENERAL MEETING
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the annual general meeting ofOcean Ventures Inc. (the "Company") will be held at the offices of Messrs. Clark, Wilson, 8th Floor - 885 West Georgia Street, Vancouver, BC onWednesday, the19th day of March, 2003 at2:00 p.m. (Vancouver time) to transact the usual business of an annual general meeting and for the following purposes:
1. To receive and consider the Report of the Directors to the Shareholders;
2. To receive and consider the financial statements of the Company, together with the auditor's report thereon for the fiscal year endedAugust 31, 2002 and the unaudited financial statements for the three month period ended November 30, 2002;
3. To consider and, if thought fit, to approve an ordinary resolution to set the number of directors at four (4);
4. To elect directors to hold office until the next annual general meeting of the Company;
5. To appoint an auditor for the Company to hold office until the next annual general meeting of the Company;
6. To authorize the directors to fix the remuneration to be paid to the auditor for the Company; and
7. To transact such further or other business as may properly come before the meeting and any adjournment or adjournments thereof.
A Proxy Statement and Information Circular and Proxy Form accompany this Notice of Meeting. These documents provide additional information relating to the matters to be dealt with at the Meeting and form part of this Notice of Meeting.
The share transfer books of the Company will not be closed, but the Company's Board of Directors has fixed February 17, 2003 as the record date for the determination of shareholders entitled to notice of and to vote at the meeting and at any adjournment or postponement thereof. Each registered shareholder at the close of business on that date is entitled to such notice and to vote at the meeting in the circumstances set out in the accompanying Proxy Statement and Information Circular.
If you are unable to attend the meeting in person, please complete, sign and date the enclosed Proxy Form and return the same in the enclosed return envelope provided for that purpose. If you receive more than one Proxy Form because you own shares registered in different names or addresses, each Proxy Form should be completed and returned.The completed form of proxy must be received by the Company or by CIBC Mellon Trust Company by mail or by fax, at least 48 hours, excluding Saturdays and holidays, prior to the meeting or an adjournment of the meeting or with the Chairman of the meeting on the date of the meeting.
Please advise the Company of any change in your address.
DATED at Vancouver, BC, this 19th day of February, 2003.
By Order of the Board of
OCEAN VENTURES INC.
/s/ Raymond Mol
Raymond Mol
President and Director
OCEAN VENTURES INC.
#110-10851 Shellbridge Way
Vancouver, BC V6X 2W8
Telephone: 604.231.0135
Fax: 604.231.0100
PROXY STATEMENT AND INFORMATION CIRCULAR
(As at February 19, 2003 (Vancouver time) except as indicated)
MANAGEMENT SOLICITATION
This Proxy Statement and Information Circular is furnished to the shareholders (the "Shareholders") of Ocean Ventures Inc. (the "Company") by the Board of Directors of the Company in connection with the solicitation by the Company's Board of Directors of proxies to be voted at the annual general meeting (the "Meeting") of the Shareholders to be held on ,March 19, 2003 at 2:00 p.m. (Vancouver time).
The solicitation will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by the directors, regular officers and employees of the Company. The Company does not reimburse Shareholders, nominees or agents for the cost incurred in obtaining from their principals authorization to execute forms of proxy; except that the Company has requested brokers and nominees who hold stock in their respective names to furnish this proxy material to their customers, and the Company will reimburse such brokers and nominees for their related out of pocket expenses. No solicitation will be made by specifically engaged employees or soliciting agents. The cost of solicitation will be borne by the Company.
Reference in this Proxy Statement and Information Circular to "Shareholder" or "Shareholders" are references to the holder or holders of record of the Company's shares of common stock (the "Common Shares").
This Proxy Statement and Information Circular and the accompanying Form of Proxy are being delivered to Canadian and United States intermediaries holding Common Shares on behalf of another person or corporation, and are being mailed on or about February 20, 2003 to all registered Shareholders as of the close of business on February 17, 2003 (the "Record Date").
VOTING AND REVOCABILITY OF PROXY
Registered Shareholders are entitled to vote at the Meeting. A Shareholder is entitled to one vote for each Common Share that such Shareholder holds on the Record Date on the resolutions to be acted upon at the Meeting and any other matter to come before the Meeting.
The persons named as proxyholders (the "designated persons") in the enclosed Form of Proxy were designated by the directors of the Company.A SHAREHOLDER HAS THE RIGHT TO APPOINT A PERSON OR CORPORATION (WHO NEED NOT BE A SHAREHOLDER) TO ATTEND AND ACT FOR AND ON BEHALF OF THAT SHAREHOLDER AT THE MEETING, OTHER THAN THE DESIGNATED PERSONS IN THE ENCLOSED FORM OF PROXY. TO EXERCISE THIS RIGHT, THE SHAREHOLDER MAY DO SO BY STRIKING OUT THE PRINTED NAMES AND INSERTING THE NAME OF SUCH OTHER PERSON AND, IF DESIRED, AN ALTERNATE TO SUCH PERSON IN THE BLANK SPACE PROVIDED IN THE FORM OF PROXY.
In order to be voted, the completed Form of Proxy must be received by CIBC Mellon Trust Company or the office of the Company by mail or by fax, at least 48 hours, excluding Saturdays and holidays, prior to the Meeting or an adjournment of the Meeting or with the Chairman of the Meeting on the day of the Meeting.
A proxy may not be valid unless it is dated and signed by the Shareholder who is giving it or by that Shareholder's attorney-in-fact duly authorized by that Shareholder in writing or, in the case of a corporation, dated and executed by an duly authorized officer, or attorney-in-fact for, the corporation. If a Form of Proxy is executed by an attorney-in-fact for an individual Shareholder or joint Shareholders or by an officer or attorney-in-fact for a corporate Shareholder, the instrument so empowering the officer or attorney-in-fact, as the case may be, or a notarial copy thereof, should accompany the Form of Proxy.
A Shareholder who has given a proxy may revoke it at any time, before it is exercised, by an instrument in writing: (a) executed by that Shareholder or by that Shareholder's attorney-in-fact authorized in writing or, where that Shareholder is a corporation, by a duly authorized officer of, or attorney-in-fact for, the corporation; and (b) delivered either: (i) to the Company at #110 - 10851 Shellbridge Way, Richmond, BC V6X 2W8 (Attention: Jerry McKenzie) at any time up to and including the last business day preceding the day of the Meeting or, if adjourned or postponed, any reconvening thereof, or (ii) to the Chairman of the Meeting prior to the vote on matters covered by the proxy on the day of the Meeting or, if adjourned or postponed, any reconvening thereof; or (iii) in any other manner provided by law. Also, a proxy will automatically be revoked by either: (i) attendance at the Meeting and participation in a poll (ballot) by a Shareholder, or (ii) submission of a subsequent proxy in accordance with the foregoing procedures. A revocation of a proxy does not affect any matter on which a vote has been taken prior to the revocation.
IN THE ABSENCE OF ANY INSTRUCTIONS, THE DESIGNATED PERSONS OR OTHER PROXY AGENT NAMED ON THE PROXY FORM WILL CAST THE SHAREHOLDER'S VOTES ON ANY POLL (BALLOT) FOR THE APPROVAL OF ALL THE MATTERS IN THE ITEMS SET OUT IN THE FORM OF PROXY AND IN FAVOR OF EACH OF THE NOMINEES NAMED THEREIN FOR ELECTION AS DIRECTORS.
The enclosed Form of Proxy confers discretionary authority upon the persons named therein with respect to other matters which may properly come before the Meeting, including any amendments or variations to any matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Proxy Statement and Information Circular, management of the Company knew of no such amendments, variations, or other matters to come before the Meeting.
In the case of abstentions from or withholding of the voting of Common Shares on any matter, the shares which are the subject of the abstention or withholding ("non-voted shares") will be counted for determination of a quorum, but will not be counted as affirmative or negative on the matter to be voted upon.
No person has been authorized to give any information or to make any representation other than those contained in this Proxy Statement and Information Circular in connection with the solicitation of proxies and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. The delivery of this Proxy Statement and Information Circular shall not create, under any circumstances, any implication that there has been no change in the information set forth herein since the date of this Proxy Statement and Information Circular. This Proxy Statement and Information Circular does not constitute the solicitation of a proxy by anyone in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
ADVICE TO BENEFICIAL HOLDERS OF COMMON SHARES
The information set forth in this section is of significant importance to many Shareholders, as a substantial number of Shareholders do not hold shares in their own name. Shareholders who do not hold their shares in their own name (referred to in this Proxy Statement and Information Circular as "Beneficial Shareholders") should note that only proxies deposited by Shareholders whose names appear on the records of the Company as the registered holders of Common Shares can be recognized and acted upon at the Meeting. If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder's name on the records of the Company. Such Common Shares will more likely be registered under the names of the Shareholder's broker or an agent of that broker. In the United States, the vast majority of such Common Shares are registered under the name of Cede & Co. as nominee for The Depositar y Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person.
Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders' meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Common Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the Form of Proxy provided to registered Shareholders by the Company. However, its purpose is limited to instructing the registered Shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communication Services ("ADP") in the United States and Independent Investor Communications Company ("IICC") in Canada. ADP and IICC typically apply a sp ecial sticker to proxy forms, mail those forms to the Beneficial Shareholders. Beneficial Shareholders should return the proxy forms to ADP for the United States and IICC for Canada. ADP and IICC then tabulate the results of all instructions received and provides appropriate instructions respecting the voting of shares to be represented at the Meeting.A Beneficial Shareholder receiving an ADP proxy or an IICC proxy cannot use that proxy to vote Common Shares directly at the Meeting - the proxy must be returned to ADP or IICC, as the case may be, well in advance of the Meeting in order to have their Common Shares voted at the Meeting.
Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Common Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Common Shares as proxyholder for the registered Shareholder should enter their own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker's agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.
Alternatively, a Beneficial Shareholder may request in writing that his or her broker send to the Beneficial Shareholder a legal proxy which would enable the Beneficial Shareholder to attend at the Meeting and vote his or her Common Shares.
INTEREST OF CERTAIN PERSONS AND COMPANIES IN MATTERS TO BE ACTED UPON AT THE MEETING
None of the following persons has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on other than the election of directors or the appointment of auditors:
(a) each individual who has been a director or senior officer of the Company at any time since the beginning of the last financial year, being September 1, 2001;
(b) each proposed nominee for election as a director of the Company; and
(c) each associate or affiliate of any of the foregoing persons.
VOTING SHARES AND PRINCIPAL HOLDERS OF COMMON SHARES
The Company is authorized to issue an unlimited number of Common Shares, without par value, and an unlimited number of Preferred Shares. As of February 19, 2003, there were 1,807,562 Common Shares issued and outstanding and no Preferred Shares issued and outstanding.
ELECTION OF DIRECTORS
The directors of the Company are elected at each annual general meeting and hold office until the next annual general meeting or until their successors are appointed. In the absence of instructions to the contrary, the enclosed Form of Proxy will be voted for the nominees listed in the Form of Proxy, all of whom are presently members of the Board of Directors.
The Shareholders will be asked to pass an ordinary resolution to set the number of directors of the Company at four(4). Management of the Company proposes to nominate each of the following persons for election as a director. Information concerning such persons, as furnished by the individual nominees, is as follows:
Name, Country of Ordinary Residence and Position Held with the Company(1) | Principal Occupation or Employment and, if not an Elected Director, Occupation During the Past Five Years(1) | Approx. No. of Voting Shares Beneficially Owned, Directly or Indirectly, or Controlled or Directed(2) | Date on which the Nominee became a Director of the Company |
RAYMOND MOL | Businessman | 133,334(3) | September 21, 1999 |
JERRY MCKENZIE* | Businessman; President of Digitel Systems Inc. | 25,000(4) | October 31, 2000 |
dennis sinclair* | Businessman | Nil | September 20, 1999 |
GRAYSON HAND | Businessman | Nil | October 10, 2002 |
* Member of Audit Committee | |||
(1)The information as to country of residence and principal occupation, not being within the knowledge of the Company, has been furnished by the respective nominees.
(2)The information as to shares beneficially owned or over which a Director/nominee exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective nominees as at February 19, 2003.
(3)These shares are registered to the Mol Family Trust and Raymond Mol exercises sole voting and dispositive control over such shares.
(4)These shares represent 50% of the 50,000 shares in the capital of the Company held by Digitel Systems., a closely held company of which Mr. McKenzie holds 50% of the issued and outstanding shares. Mr. McKenzie also acts as the trustee of a trust which owns 21,333 shares of the Company but these shares have not been included in the table as Mr. McKenzie is not a beneficiary of the trust nor does Mr. McKenzie exercise voting or dispositive control over such shares.
The Company does not have an executive committee.
STATEMENT OF EXECUTIVE COMPENSATION
Particulars of compensation paid to:
(a) the Company's chief executive officer ("CEO");
(b) each of the Company's four most highly compensated executive officers who were serving as executive officers at the end of the most recently completed financial year and whose total salary and bonus exceeds $100,000 per year; or
(c) any additional individuals for whom disclosure would have been provided under 0 but for the fact that the individual was not serving as an executive officer of the Company at the end of the most recently completed financial year;
(each a "Named Executive Officer") is set out in the summary compensation table below:
SUMMARY COMPENSATION TABLE | ||||||||
|
| Annual Compensation | Long Term Compensation |
| ||||
|
|
|
|
| Awards(1) | Payouts |
| |
Name and Principal Position | Year | Salary(3) | Bonus(3) | Other Annual Compen-sation(2)(3) | Securities Under Options/SARs Granted | Restricted Shares or Restricted Share Units | LTIP Payouts | All Other Compen-sation |
Raymond Mol(4) | 2002 | Nil | Nil | Nil | Nil | Nil | Nil | $12,000(7) |
Gregory Burnett(5) | 2002 | Nil | Nil | Nil | Nil | Nil | Nil | $12,000(7) |
Richard Haderer(6) (former Secretary/ Managing Director) | 2002 | Nil | Nil | Nil | Nil | Nil | Nil | Nil |
(1) Other than indicated below the Company has not granted any restricted shares or restricted share units, stock appreciation rights or long term incentive plan payouts to the Named Executive Officers during the fiscal years indicated.
(2) The value of perquisites and other personal benefits, securities and property for the Named Executive Officers that do not exceed the lesser of $50,000 or 10% of the total of the annual salary and bonus are not reported herein.
(3) These figures are reported in Canadian dollars.
(4) On October 31, 2000, Raymond Mol was appointed as the President of the Company. There was no president between September 21, 1999 and October 31, 2000.
(5) Greg Burnett was appointed the Secretary of the Company on January 25, 2002. He resigned as the Secretary and a Director of the Company on February 18, 2003.
(6) The Company had no serving Chief Executive Officer during the year ended August 31, 2002; however, Richard Haderer acted as the Managing Director during the year ended August 31, 2002. Mr. Haderer was the Company's Secretary until January 25, 2002. Mr. Haderer resigned as a director of the Company on September 11, 2002.
(7) During the year ended August 31, 2002, the Company paid each of Gregory Burnett and Raymond Mol CDN$1,000 per month for consulting services which include general corporate maintenance and business consulting services.
There were no long term incentive plans in place for any Named Executive Officer of the Company during the most recently completed financial year.
Options and SARS of the Named Executive Officers
There were no options held by any Named Executive Officer that were repriced downward during the most recently completed financial year.
There are no arrangements or plans in which the Company provides pension, retirement or similar benefits for the Named Executive Officers, except that the Named Executive Officers may receive stock options at the discretion of the Company's Board of Directors. The Company does not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Named Executive Officers, except that stock options may be granted at the discretion of the Company's Board of Directors.
The Company has no plans or arrangements in respect of remuneration received or that may be received by the Named Executive Officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per Named Executive Officer.
The Company currently does not have any employment agreements with any of the Named Executive Officers or any other persons. During the year ended August 31, 2002 the Company paid each of Gregory Burnett and Raymond Mol CDN$1,000 per month for consulting services which include general corporate maintenance and business consulting services. They provide these services pursuant to oral contracts with the Company.
The Company has no compensation committee.
COMPENSATION OF DIRECTORS
The Company has no formal plan for compensating its directors for their service in their capacity as directors, although such directors are expected to receive in the future options to purchase shares of Common Stock as awarded by the Company's Board of Directors or (as to future options) a compensation committee which may be established in the future. The Board of Directors may award special remuneration to any director undertaking any special services on behalf of the Company other than services ordinarily required of a director. No director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments.
There were no stock options granted to or exercised by directors of the Company during the most recently completed financial year.
INDEBTEDNESS TO COMPANY OF DIRECTORS AND SENIOR OFFICERS
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Since September 1, 2001, being the commencement of the Company's last completed financial year, none of the following persons has any material interest, direct or indirect, in any transaction or proposed transaction which has materially affected or will materially affect the Company or any of its subsidiaries:
(a) any director or senior officer of the Company;
(b) any proposed nominee for election as a director of the Company;
(c) any member holding, directly or indirectly, more than 10% of the voting rights attached to all the shares of the Company; or
(d) any associate or affiliate of any of the foregoing persons.
APPOINTMENT OF AUDITOR
Amisano Hanson were first appointed auditor of the Company in1996.
MANAGEMENT CONTRACTS
PARTICULARS OF OTHER MATTERS TO BE ACTED UPON
Other than the approval of financial statements, setting the number of directors at four (4), electing the directors as nominated, appointing an auditor and authorizing the auditors' remuneration, the management of the Company is not aware of any other matter to come before the Meeting other than as set forth in the Notice of the Meeting. If any other matter properly comes before the meeting, it is the intention of the persons named in the enclosed form of Proxy to vote the shares represented thereby in accordance with their best judgment on such matter.
CERTIFICATE
The foregoing contains no untrue statement of a material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in the light of the circumstances in which it was made.
DATED this 19th day of February, 2003.
OCEAN VENTURES INC.
/s/ Raymond Mol
Raymond Mol, President and Director
/s/ Grayson Hand
Grayson Hand, Director
OCEAN VENTURES INC.
(A Development Stage Company)
REPORT AND FINANCIAL STATEMENTS
August 31, 2002 and 2001
(Stated in US Dollars)
INDEPENDENT AUDITORS' REPORT
To the Stockholders,
Ocean Ventures Inc.
We have audited the accompanying balance sheets of Ocean Ventures Inc. (A Development Stage Company), as of August 31, 2002 and 2001 and the related statements of operations, stockholders' equity and cash flows for each of the years in the three year period ended August 31, 2002 and for the period from commencement of the development stage, September 1, 1999, to August 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material respects, the financial position of Ocean Ventures Inc. as of August 31, 2002 and 2001 and the results of its operations and its cash flows for each of the years in the three year period ended August 31, 2002, and for the period from commencement of the development stage, September 1, 1999, to August 31, 2002, in conformity with accounting principles generally accepted in the United States of America.
Vancouver, Canada | "AMISANO HANSON" |
November 8, 2002 | Chartered Accountants |
OCEAN VENTURES INC.
(A Development Stage Company)
BALANCE SHEETS
August 31, 2002 and 2001
(Stated in US Dollars)
ASSETS | 2002 | 2001 |
Current |
|
|
Cash | $376,632 | $314,269 |
Accounts receivable | 3,615 | 21,882 |
Prepaid expenses | - | 323 |
| ||
| 380,247 | 336,474 |
Investment in convertible debenture - Note 4 | - | 250,000 |
| ||
| $380,247 | $586,474 |
| ||
LIABILITIES | ||
Current |
|
|
Accounts payable and accrued liabilities - Note 6 | $9,864 | $12,412 |
| ||
STOCKHOLDERS' EQUITY | ||
Capital stock - Note 5 |
|
|
Authorized: |
|
|
Unlimited common shares, without par value |
|
|
Unlimited preferred shares, without par value |
|
|
Issued: |
|
|
1,807,562 common shares (2001: 1,807,562 common shares) | 1,307,611 | 1,307,611 |
Deficit accumulated during the development stage | (937,228) | (733,549) |
| ||
370,383 | 574,062 | |
| ||
| $380,247 | $586,474 |
| ||
Nature of Operations - Note 1
Commitments - Note 5
APPROVED BY THE DIRECTORS: |
|
|
|
|
|
|
|
|
|
|
|
/s/ Greg Burnett |
| /s/Raymond Mol |
____________________________, Director |
| ____________________________, Director |
OCEAN VENTURES INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
for the years ended August 31, 2002, 2001 and 2000
and September 1, 1999 (Date of Commencement of Development Stage) to August 31, 2002
(Stated in US Dollars)
|
|
|
| September 1, |
|
|
|
| 1999 |
|
|
|
| (Date of Com- |
|
|
|
| mencement of |
|
|
|
| Development |
|
|
|
| Stage) to |
|
|
|
| August 31, |
| 2002 | 2001 | 2000 | 2002 |
General and Administrative Expenses |
|
|
|
|
Accounting and audit fees | $9,135 | $11,980 | $9,617 | $30,732 |
Bad debts | 12,248 | - | - | 12,248 |
Business investigations | 10,159 | - | - | 10,159 |
Consulting fees | 10,108 | - | - | 10,108 |
Filing fees | 971 | 2,442 | 4,401 | 7,814 |
Foreign exchange loss (gain) | 727 | 12,009 | (1,079) | 11,657 |
Legal fees | 18,264 | 53,279 | 8,851 | 80,394 |
Management fees - Note 6 | 15,278 | 13,075 | 61,166 | 89,519 |
Office and miscellaneous | 1,518 | 3,370 | 1,761 | 6,649 |
Transfer agent fees | 3,902 | 4,665 | 3,753 | 12,320 |
| ||||
Loss before other items | (82,310) | (100,820) | (88,470) | (271,600) |
| ||||
Other items |
|
|
|
|
Interest income | 3,631 | 36,054 | 2,291 | 41,976 |
Write-off of investment in convertible |
|
|
|
|
Gain on sale of marketable securities | - | 433,472 | 755,625 | 1,189,097 |
| ||||
| (121,369) | 469,526 | 757,916 | 1,106,073 |
| ||||
Net income (loss) for the period | $(203,679) | $368,706 | $669,446 | $834,473 |
| ||||
|
|
|
|
|
Basic and diluted earnings (loss) per share | $(0.11) | $0.20 | $0.37 |
|
|
| |||
Weighted average number of shares outstanding |
|
|
|
|
|
|
OCEAN VENTURES INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the years ended August 31, 2002, 2001 and 2000
(Stated in US Dollars)
|
|
| Deficit | (Note 3) |
|
|
|
| Accumulated | Accumulated |
|
| Number of |
| During the | Other |
|
| Common |
| Development | Comprehensive | Stockholders' |
| Shares | Amount | Stage | Income | Equity |
Balance, August 31, 1999 | 14,037,807 | 1,307,611 | (1,167,124) | 107,054 | 247,541 |
|
|
|
|
|
|
Share consolidation - 1 new for 5 old | (11,230,246) | - | - | - | - |
|
|
|
|
|
|
Cancellation of escrow shares | (1,000,000) | - | - | - | - |
|
|
|
|
|
|
Other comprehensive income | - | - | - | 848,649 | 848,649 |
|
|
|
|
|
|
Net income for the year | - | - | 669,446 | - | 669,446 |
| |||||
Balance, August 31, 2000 | 1,807,561 | 1,307,611 | (497,678) | 955,703 | 1,765,636 |
|
|
|
|
|
|
Dividends paid | - | - | (604,577) | - | (604,577) |
|
|
|
|
|
|
Net income for the year | - | - | 368,706 | (955,703) | (586,997) |
| |||||
Balance, August 31, 2001 | 1,807,561 | 1,307,611 | (733,549) | - | 574,062 |
|
|
|
|
|
|
Net loss for the year | - | - | (203,679) | - | (203,679) |
| |||||
Balance, August 31, 2002 | 1,807,561 | $1,307,611 | $(937,228) | $- | $370,383 |
|
OCEAN VENTURES INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
for the years ended August 31, 2002, 2001 and 2000
and September 1, 1999 (Date of Commencement of Development Stage) to August 31, 2002
(Stated in US Dollars)
|
|
|
| September 1, |
|
|
|
| 1999 |
|
|
|
| (Date of Com- |
|
|
|
| mencement of |
|
|
|
| Development |
|
|
|
| Stage) to |
|
|
|
| August 31, |
| 2002 | 2001 | 2000 | 2002 |
Operating Activities |
|
|
|
|
Net income (loss) for the period | $(203,679) | $368,706 | $669,446 | $834,473 |
Add (deduct) items not affecting cash: |
|
|
|
|
Gain on sale of marketable securities | - | (433,472) | (755,625) | (1,189,097) |
Write-off of investment in convertible debenture |
|
|
|
|
Changes in non-cash working capital balances related to operations |
|
|
|
|
Accounts receivable | 18,267 | (15,714) | (6,168) | (3,615) |
Prepaid expenses | 323 | 17 | (340) | - |
Accounts payable and accrued liabilities | (2,548) | (63,298) | 21,931 | (56,005) |
Due to related parties | - | (35,678) | 35,678 | - |
| ||||
Cash used in operating activities | (62,637) | (179,439) | (35,078) | (289,244) |
| ||||
Investing Activities |
|
|
|
|
Investment in convertible debenture | - | (250,000) | - | (250,000) |
Proceeds from investment in convertible debenture |
|
|
|
|
Proceeds on sale of marketable securities | - | 544,178 | 837,775 | 1,394,043 |
| ||||
Cash provided by investing activities | 125,000 | 294,178 | 837,775 | 1,269,043 |
| ||||
Financing Activity |
|
|
|
|
Dividends paid | - | (604,577) | - | (604,577) |
| ||||
Cash used in financing activity | - | (604,577) | - | (604,577) |
| ||||
Increase (decrease) in cash during the period | 62,363 | (489,838) | 802,697 | 375,222 |
|
|
|
|
|
Cash, beginning of the period | 314,269 | 804,107 | 1,410 | 1,410 |
| ||||
Cash, end of the period | $376,632 | $314,269 | $804,107 | $376,632 |
|
Supplemental Disclosures with Respect to Cash Flows - Note 9
OCEAN VENTURES INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2002 and 2001
(Stated in U.S. Dollars)
Note 1Nature of Operations
The Company was incorporated on November 22, 1996, under the Business Corporations Act of the Province of Alberta. On January 31, 2000, to the Company changed its name to Ocean Ventures Inc. At August 31, 2002, substantially all of the Company's assets and operations are located and conducted in Canada.
The Company is currently reviewing new business ventures. The Company's shares are listed on the over-the-counter Bulletin Board in the United States of America.
Note 2Summary of Significant Accounting Policies
These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involved the use of estimates, which have been made using careful judgement. Actual results may differ from these estimates.
The financial statements, in management's opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
Development Stage Company
The Company is a development stage company as defined in Statement of Financial Accounting Standards No. 7. For the purpose of providing cumulative amounts for the statements of operations and cash flows, these amounts consider only the income for the period from September 1, 1999 to August 31, 2002, the period in which the Company has undertaken a new development stage activity.
Marketable Securities
The Company classifies its marketable securities as "available for sale" and carries them in the financial statements at fair value. Realized gains and losses are reported in earnings of the period while unrealized holding gains and losses are excluded from income and reported as a component of stockholders' equity.
Foreign Currency Translation
Foreign currency transactions are translated into U.S. dollars, the functional and reporting currency, by the use of the exchange rate in effect at the date of the transaction, in accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation". At each balance sheet date, recorded balances that are denominated in a currency other than US dollars are adjusted to reflect the current exchange rate.
Income Taxes
The Company uses the liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes".
Ocean Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2002 and 2001 - Page 2
(Stated in U.S. Dollars)
Note 2Summary of Significant Accounting Policies - (cont'd)
Basic and Diluted Earnings (Loss) Per Share
The Company reports basic earnings or loss per share in accordance with Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Basic earnings or loss per share is computed using the weighted average number of shares outstanding during the year.
Fair Value of Financial Instruments
The carrying values of the Company's financial instruments, consisting of cash, accounts receivable and accounts payable and accrued liabilities approximate their fair values due to the short-term maturity of such instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Comprehensive Income
The Company has adopted Statement of Financial Accounting Standards No. 130 "Reporting Comprehensive Income". Comprehensive income is comprised of net earnings (loss) adjusted for unrealized gain on available-for-sale marketable securities (Note 3).
Stock Based Compensation
The Company has elected to account for stock-based compensation following APBO No. 25, "Accounting for Stock Issued to Employees" and to provide the disclosures required under SFAS No. 123, "Accounting for Stock Based Compensation".
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.
Note 3Marketable Securities
The marketable securities consisted of common shares of Virtualsellers.com, Inc and had been classified as available-for-sale. The unrealized gain has been shown in the stockholders' equity as "other comprehensive income". The cost and fair market value was as follows:
| Number |
| Fair | Unrealized |
Year ended | of Shares | Cost | Value | Gain |
August 31, 2000 | 719,000 | $122,797 | $1,078,500 | $955,703 |
August 31, 2001 | - | $- | $- | $- |
August 31, 2002 | - | $- | $- | $ - |
Ocean Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2002 and 2001 - Page 3
(Stated in U.S. Dollars)
Note 3Marketable Securities - (cont'd)
Reconciliation of unrealized gain on available-for-sale securities is as follows:
| Years ended August 31, | ||
| 2002 | 2001 | 2000 |
Beginning balance | $- | $955,703 | $107,054 |
Unrealized holding gain (loss) arising during |
|
|
|
Less: reclassification adjustment for gains |
|
| (755,625) |
| |||
Net unrealized gain | $- | $- | $955,703 |
| |||
There is no provision for income tax expense due to the utilization of available income tax loss carry-forwards (Note 7).
Note 4Investment in Convertible Debenture
On December 5, 2000, the Company invested $250,000 in Sourcexport Inc. ("Sourcexport"), a private Canadian corporation, by purchasing a $250,000 convertible debenture. This debenture matures on December 6, 2002, bears interest at prime plus 2.5% compounded annually and is payable quarterly in cash. The debenture is convertible at the option of the Company to 10% of the issued and outstanding common shares of Sourcexport, subject to dilution in certain circumstances.
The funds were advanced as follows:
- $125,000 advanced directly to Sourcexport;
- $125,000 held in a trust account subject to Sourcexport meeting the terms and conditions of an escrow agreement.
On August 28, 2001 the Company filed a Notice of Default pursuant to Section 12(a) and a Notice of Intention to Enforce Security pursuant to Section 13(a) as provided under the terms of the convertible debenture.
On October 10, 2001, the Company received $129,423 from the funds which were held in trust. On May 31, 2002, management of the Company determined that the $125,000 advanced directly to Sourcexport was uncollectible. Consequently, $125,000 was written off during the year ended August 31, 2002.
Ocean Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2002 and 2001 - Page 4
(Stated in U.S. Dollars)
Note 5Capital Stock
Commitments:
Stock Based Compensation
Presented below is a summary of the stock option activity for the years shown:
| Number of | Weighed Average |
| Stock Options | Exercise Price |
Balance, August 31, 1999 | 1,114,290 | $0.17 |
Cancelled | (1,114,290) | $0.17 |
| ___________ | _____________ |
Balance, August 31, 2002, 2001 and 2000 |
|
|
| ___________ | _____________ |
Note 6Related Party Transactions
The Company incurred the following expenses charged by companies with common directors:
|
|
|
|
|
|
|
|
| September 1, 1999 |
|
|
|
| (Date of Com- |
|
|
|
| mencement |
|
|
|
| of Development |
|
|
|
| Stage) to |
|
|
|
| August 31, |
| 2002 | 2001 | 2000 | 2002 |
Management Fee | $15,278 | $13,075 | $61,166 | $89,519 |
The charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties and are on terms and conditions similar to non-related entities.
Accounts payable as at August 31, 2002 includes $1,383 (2001: $1,386) due to directors of the Company or companies with common directors.
Note 7Deferred Tax Assets
The Financial Accounting Standards Board issued Statement Number 109 in Accounting for Income Taxes ("FAS 109") which is effective for fiscal years beginning after August 15, 1992. FAS 109 requires the use of the asset and liability method of accounting of income taxes. Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
Ocean Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 2002 and 2001 - Page 5
(Stated in U.S. Dollars)
Note 7Deferred Tax Assets - (cont'd)
The following table summarizes the significant components of the Company's deferred tax assets:
Total | ||
Deferred Tax Assets |
|
|
Non-capital losses carried forward |
| $93,572 |
Capital losses carried forward |
| 27,838 |
|
| |
Balance, August 31, 2002 |
| 121,410 |
Valuation allowance |
| (121,410) |
|
| |
|
| $- |
|
|
The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards, which is likely to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.
Note 8Income Taxes
No provision for income taxes has been provided in these financial statements due to the utilization of loss-carryforwards. At August 31, 2002, the Company has net operating losses, which expire commencing in 2004 totalling approximately $207,937 and capital loss carryforwards totalling approximately $123,725 which carryforward indefinitely. The tax benefit of these losses, if any, has not been recorded in the financial statements.
Note 9Supplemental Disclosures with Respect to Cash Flows
Investing and Financing Activities
Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows. The following transactions have been excluded for the years ended August 31:
| August 31, | ||
| 2002 | 2001 | 2000 |
Accounts payable | $- | $12,090 | $- |
Marketable securities transferred on settlement of |
|
|
|
$- | $- | $- | |
Other Supplemental Disclosures | |||
Cash paid during the year for interest | $- | $- | $- |
Cash paid during the year for income taxes | $- | $- | $- |
OCEAN VENTURES INC.
(A Development Stage Company)
INTERIM FINANCIAL STATEMENTS
November 30, 2002
(Stated in US Dollars)
(Unaudited - See Note 1)
OCEAN VENTURES INC.
(A Development Stage Company)
INTERIM BALANCE SHEET
November 30, 2002
(Stated in US Dollars)
(Unaudited - See Note 1)
| (Unaudited) | (Audited) | ||
| November 30, | August 31, | ||
ASSETS | 2002 | 2002 | ||
Current |
|
| ||
Cash | $373,119 | $376,632 | ||
Accounts receivable | 4,532 | 3,615 | ||
| _________________ | ___________________ | ||
| $ 377,651 | $380,247 | ||
| _________________ | ___________________ | ||
LIABILITIES |
|
| ||
Current |
|
| ||
Accounts payable and accrued liabilities - Note 3 | $ 19,505 | $9,864 | ||
| __________________ | __________________ | ||
STOCKHOLDERS' EQUITY |
|
| ||
Capital stock |
|
| ||
Authorized: |
|
| ||
Unlimited common shares, without par value |
|
| ||
Unlimited preferred shares, without par value |
|
| ||
Issued: 1,807,562 common shares | 1,307,611 | 1,307,611 | ||
Deficit | (949,465) | (937,228) | ||
| __________________ | ___________________ | ||
358,146 | 370,383 | |||
| ___________________ | ___________________ | ||
| $377,651 | $380,247 | ||
| __________________ | ___________________ | ||
OCEAN VENTURES INC.
(A Development Stage Company)
INTERIM STATEMENT OF OPERATIONS
for the three months ended November 30, 2002 and 2001
and for the period September 1, 1999 (Date of Inception of Development Stage)
to November 30, 2002
(Stated in US Dollars)
(Unaudited - See Note 1)
|
|
| September 1, |
|
|
| 1999 (Date of |
|
|
| Inception of |
|
|
| Development |
| Three months ended | Stage) to | |
| November 30, | November 30, | |
| 2002 | 2001 | 2002 |
General and Administrative Expenses |
|
|
|
Accounting and audit fees | $590 | $1,775 | $31,322 |
Bad debts | - | 12,198 | 12,248 |
Business investigations | 6,102 | 758 | 16,261 |
Consulting fees | - | - | 10,108 |
Filing fees | 738 | 238 | 8,552 |
Legal fees | 729 | 6,833 | 81,123 |
Management fees - Note 3 | 3,829 | 3,804 | 93,348 |
Office and miscellaneous | 116 | 92 | 6,765 |
Transfer agent fees | 847 | 418 | 13,167 |
| ________________ | _________________ | ________________ |
Loss before other items | (12,951) | (26,116) | (272,894) |
| ________________ | _________________ | ________________ |
Other items |
|
|
|
Interest income | 800 | 1,431 | 42,776 |
Gain on sale of marketable securities | - | - | 1,189,097 |
Foreign exchange loss | (86) | (1,235) | (11,743) |
Loss on write-off of convertible debenture | - | (125,000) | (125,000) |
| ________________ | _________________ | ________________ |
| 714 | (124,804) | 1,095,130 |
| ________________ | _________________ | ________________ |
Net income (loss) for the period | $(12,237) | $(150,920) | $822,236 |
| ________________ | _________________ | ________________ |
Basic and diluted loss per share | $(0.01) | $(0.08) |
|
| ________________ | _________________ |
|
Weighted average number of common shares |
|
|
|
| ________________ | _________________ |
|
OCEAN VENTURES INC.
(A Development Stage Company)
INTERIM STATEMENT OF CASH FLOWS
for the three months ended November 30, 2002 and 2001
and for the period September 1, 1999 (Date of Inception of Development Stage)
to November 30, 2002
(Stated in US Dollars)
(Unaudited - See Note 1)
|
|
| September 1, |
1999 (Date of | |||
|
|
| Inception of |
|
|
| Development |
| Three months ended, | Stage) to | |
| November 30, | November, 30 | |
| 2002 | 2001 | 2002 |
Operating Activities |
|
|
|
Net income (loss) for the period | $(12,237) | $(150,920) | $822,236 |
Items not affecting cash |
|
|
|
Loss on write-off of convertible debenture | - | 125,000 | 125,000 |
Gain on sale of marketable securities | - | - | (1,189,097) |
Changes in non-cash working capital balances | |||
Accounts receivable | (917) | 15,557 | (4,532) |
Prepaid expenses | - | 244 | - |
Accounts payable and accrued liabilities | 9,641 | 3,159 | (46,364) |
_________________ | ________________ | _________________ | |
| (3,513) | (6,960) | (292,757) |
_________________ | ________________ | _________________ | |
Investing Activities |
|
|
|
Investment in convertible debenture | - | - | (250,000) |
Proceeds from investment in convertible | - | 125,000 | 125,000 |
Proceeds on sale of marketable securities | - | - | 1,394,043 |
_________________ | ________________ | _________________ | |
| - | 125,000 | 1,269,043 |
_________________ | ________________ | _________________ | |
Financing Activity |
|
|
|
Dividends paid | - | - | (604,577) |
_________________ | ________________ | _________________ | |
|
|
|
|
Increase (decrease) in cash during the period | (3,513) | 118,040 | 371,709 |
|
|
|
|
Cash, beginning of the period | 376,632 | 314,269 | 1,410 |
| _________________ | _________________ | _________________ |
Cash, end of the period | $373,119 | $432,309 | $373,119 |
_________________ | _________________ | _________________ | |
Supplemental Disclosures with Respect to Cash Flows - Note 2
OCEAN VENTURES INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period from September 1, 1999 (Date of Inception of Development Stage)
to November 30, 2002
(Stated in US Dollars)
(Unaudited - See Note 1)
|
|
|
| Accumulated |
|
| Number of |
|
| Other |
|
| Common |
| Deficit | Comprehensive | Stockholders' |
| Shares | Amount | Accumulated | Income | Equity |
Balance, August 31, 1999 | 14,037,807 | $1,307,611 | $(1,167,124) | $107,054 | $247,541 |
Share consolidation |
|
|
|
|
|
Cancellation of escrow shares | (1,000,000) | - | - | - | - |
Other comprehensive income | - | - | - | 848,649 | 848,649 |
Net income for the year | - | - | 669,446 | - | 669,446 |
| _________________ | _______________ | _________________ | _________________ | ________________ |
Balance, August 31, 2000 | 1,807,562 | 1,307,611 | (497,678) | 955,703 | 1,765,636 |
Dividends paid | - | - | (604,577) | - | (604,577) |
Net loss for the year | - | - | 368,706 | (955,703) | (586,997) |
| _________________ | ________________ | _________________ | _________________ | ________________ |
Balance, August 31, 2001 | 1,807,562 | 1,307,611 | (733,549) | - | 574,062 |
Net loss for the year | - | - | (203,679) | - | (203,679) |
| _________________ | ________________ | _________________ | _________________ | ________________ |
Balance, August 31, 2002 | 1,807,562 | 1,307,611 | (937,228) | - | 370,383 |
Net loss for the period | - | - | (12,237) | - | (12,237) |
| _________________ | ________________ | _________________ | _________________ | ________________ |
Balance, November 30, 2002 | 1,807,562 | $1,307,611 | $(949,465) | $- | $358,146 |
| _________________ | _________________ | _________________ | _________________ | ________________ |
OCEAN VENTURES INC.
(A Development Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
November 30, 2002
(Stated in US Dollars)
(Unaudited - See Note 1)
Note 1Interim Reporting
The accompanying unaudited interim financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. Such adjustments consist of normal recurring adjustments. This Form 10-QSB Report should be read in conjunction with the Company's Form 10-KSB, which contains audited financial statements for the Company for the fiscal year ended August 31, 2002, as filed with the United States Securities and Exchange Commission.
The results of operations and cash flows for the period ended November 30, 2002 are not necessarily indicative of the results that may be expected for the full year.
Note 2Supplemental Disclosures with Respect to Cash Flows
Investing and Financing Activities
Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows. The following transactions were excluded for the periods indicated below:
|
|
| September 1 |
|
|
| 1999 (Date of |
|
|
| Inception of |
|
|
| Development |
| Three months ended | Stage) to | |
| November 30, | November 30 | |
| 2002 | 2001 | 2002 |
Accounts payable | $- | $- | $12,090 |
Marketable securities transferred on |
|
|
|
_______________ | _______________ | _______________ | |
$- | $- | $- | |
_______________ | _______________ | _______________ | |
Other Supplemental Disclosures | |||
Cash paid for interest | $- | $- | $- |
_______________ | _______________ | _______________ | |
Cash paid for income taxes | $- | $- | $- |
_______________ | _______________ | _______________ | |
Note 3Related Party Transactions
The Company was charged the following by companies with common directors for the periods indicated below:
|
|
| September 1 |
|
|
| 1999 (Date of |
|
|
| Inception of |
|
|
| Development |
| Three months ended | Stage) to | |
| November 30, | November 30 | |
| 2002 | 2001 | 2002 |
Management fees | $3,829 | $3,804 | $93,348 |
________________ | _______________ | _______________ | |
The charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.
Accounts payable as at November 30, 2002 includes $5,380 (August 31, 2002: $1,383) due to companies with common directors.
Note 4Differences Between Canadian and United States Accounting Principles
These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America which differ in certain respects with those principles and practices that the Company would have followed had its financial statements been prepared in accordance with accounting principles and practices generally accepted in Canada.
The Company's accounting principles generally accepted in the United States differ from accounting principles generally accepted in Canada as follows:
a) Comprehensive Income
Under US GAAP, the statement of operations is separated into net income and other comprehensive income, when applicable.
Under Canadian GAAP, comprehensive income is not separately disclosed as such.
Proxy
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
OCEAN VENTURES INC.
TO BE HELD AT THE OFFICES OF MESSRS. CLARK, WILSON, 8TH FLOOR - 885 WEST GEORGIA STREET, VANCOUVER, BC ON WEDNESDAY, MARCH 19TH, 2003, AT 2:00 PM (VANCOUVER TIME)
The undersigned member ("Registered Shareholder") of the Company hereby appoints, Raymond Mol, the President and a Director of the Company, or failing him, Grayson Hand, a Director of the Company, or in the place of the foregoing,(print the name), as proxyholder for and on behalf of the Registered Shareholder with the power of substitution to attend, act and vote for and on behalf of the Registered Shareholder in respect of all matters that may properly come before the aforesaid meeting of the Registered Shareholders of the Company (the "Meeting") and at every adjournment thereof, to the same extent and with the same powers as if the undersigned Registered Shareholder were present at the said Meeting, or any adjournment thereof.
The Registered Shareholder hereby directs the proxyholder to vote the securities of the Company recorded in the name of the Registered Shareholder as specified herein.
The undersigned Registered Shareholder hereby revokes any proxy previously given to attend and vote at said Meeting.
REGISTERED HOLDER SIGN HERE: ______________________________________
DATE SIGNED: ___________________________
Resolutions(For full details of each item, please see the enclosed Notice of Meeting and Information Circular)
For | Withhold | ||
1. | Appointment of Amisano Hanson, Chartered Accountants, as auditor of the Company | _____ | _____ |
|
|
|
|
2. | To authorize the Directors to fix the remuneration to be paid to the auditor of the Company | _____ | _____ |
|
|
|
|
3. | To determine the number of Directors at four (4) | _____ | _____ |
|
|
|
|
|
|
|
|
|
| For | Withhold |
4. | Election of Directors |
|
|
|
|
|
|
| To elect Raymond Mol as a Director | _____ | _____ |
| To elect Jerry McKenzie as a Director | _____ | _____ |
| To elect Dennis Sinclair as a Director | _____ | _____ |
| To elect Grayson Hand as a Director | _____ | _____ |
THIS PROXY MUST BE SIGNED AND DATED.
SEE IMPORTANT INSTRUCTIONS ON REVERSE
INSTRUCTIONS AND OPTIONS FOR VOTING
Voting by mail: | |
CIBC Mellon Trust Company | Ocean Ventures Inc. |
To be represented at the Meeting, voting instructionsmust be DEPOSITEDat the office of"CIBC MELLON TRUST COMPANY " or the"COMPANY", by mail or by fax, at least 48 hours, excluding Saturdays and holidays, prior to the Meeting or an adjournment of the Meeting or with the Chairman of the Meeting on the day of the Meeting.
INSTRUCTIONS FOR COMPLETION OF PROXY
1. This Proxy is solicited by the Management of the Company.
- This form of proxy ("Instrument of Proxy")must be signedby you, the Registered Shareholder, or by your attorney duly authorized by you in writing, or, in the case of a corporation, by a duly authorized officer or representative of the corporation; andif executed by an attorney, officer, or other duly appointed representative,the original or a notarial copy of the instrument so empowering such person, or such other documentation in support as shall be acceptable to the Chairman of the Meeting, must accompany the Instrument of Proxy.
3.If this Instrument of Proxy is not datedin the space provided, authority is hereby given by you, the Registered Shareholder, for the proxyholder to date this proxy seven (7) calendar days after the date on which it was mailed to you, the Registered Shareholder, by CIBC Mellon Trust Company.
4. A Registered Shareholder who wishes toattend the Meeting and vote on the resolutions in person, maysimply register with the scrutineers before the Meeting begins.
- A Registered Shareholder who isnot able to attend the Meeting in person but wishes to vote on the resolutions, may do the following:
(a)appoint one of the management proxyholdersnamed on the Instrument of Proxy, by leaving the wording appointing a nominee as is (i.e. do not strike out the management proxyholders shown and do not complete the blank space provided for the appointment of an alternate proxyholder). Where no choice is specified by a Registered Shareholder with respect to a resolution set out in the Instrument of Proxy, a management appointee acting as a proxyholder will vote the resolution as if the Registered Shareholder had specified an affirmative vote;
OR
(b)appoint another proxyholder,who need not be a Registered Shareholder of the Company, to vote according to the Registered Shareholder's instructions, by striking out the management proxyholder names shown and inserting the name of the person you wish to represent you at the meeting in the space provided for an alternate proxyholder. If no choice is specified, the proxyholder has discretionary authority to vote as the proxyholder sees fit.
- The securities represented by this Instrument of Proxy will be voted or withheld from voting in accordance with the instructions of the Registered Shareholder on any pollof a resolution that may be called for and, if the Registered Shareholder specifies a choice with respect to any matter to be acted upon, the securities will be voted accordingly. Further, if so authorized by this Instrument of Proxy, the securities will be voted by the appointed proxyholder with respect to any amendments or variations of any of the resolutions set out on the Instrument of Proxy or matters which may properly come before the Meeting as the proxyholder in its sole discretion sees fit.
- If a Registered Shareholder has submitted an Instrument of Proxy,the Registered Shareholder may still attend the Meeting and may vote in person. To do so, the Registered Shareholder must record his/her attendance with the scrutineers before the commencement of the Meeting and revoke, in writing, the prior votes.
OCEAN VENTURES INC.
TO REGISTERED HOLDERS
AND NON-REGISTERED HOLDERS (BENEFICIAL HOLDERS)
In accordance with National Instrument 54-102 - "Supplemental Mailing List and Interim Financial Statement Exemption":
a) registered shareholders may elect annually to have their name added to an issuer's supplementary mailing list in order to receive interim financial statements for the issuer's first, second and third fiscal quarters; and
b) non-registered shareholders may elect annually to have their name added to an issuer's supplementary mailing list in order to receive interim financial statements for the issuer's first, second and third fiscal quarters.
If you are interested in receiving such quarterly reports, please complete and return this form
NAME OF ISSUER: | ocean ventures inc. | |||
NAME OF SHAREHOLDER: |
| |||
ADDRESS: |
| |||
|
| |||
SIGNATURE: |
| |||
| I certify that I am a registered shareholder | |||
SIGNATURE |
| |||
| I certify that I am a non-registered shareholder (beneficial holder) | |||
DATE: |
| , 2003 | ||
MAIL TO: CIBC Mellon Trust Company
PO Box 1900
1066 West Hastings Street
Vancouver, BC V6C 3K9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OCEAN VENTURES INC.
Date: February 19, 2003
/s/ Raymond Mol
Raymond Mol
President and Director