SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
Amendment No. 1
to
FORM 10-K
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended January 31, 2006 |
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to ____________ |
Commission file number: 0-21968
_________________
BRAZAURO RESOURCES CORPORATION
(formerly Jaguar Resources Corporation)
(Exact Name of Registrant as Specified in Its Charter)
British Columbia (State or Other Jurisdiction of Incorporation or Organization) | 76-0195574 (I.R.S. Employer Identification No.) |
800 Bering, Suite 208
Houston, TX 77057
(Address of Principal Executive Offices, including Zip Code)
(713) 785-1278
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class None | Name of Exchange on Which Registered None |
Securities registered pursuant to Section 12(g) of the Act:
Title of Each Class
COMMON STOCK
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As of July 29, 2005, the aggregate market value of voting stock held by non-affiliates of the Registrant, based on the closing price of the Common Stock of the Registrant quoted on the TSX Venture Exchange was $88,202,856 (Canadian) or $71,961,211 (U.S.). For purposes of calculating this amount, only directors, officers and beneficial owners of 5% or more of the capital stock of the Registrant have been deemed affiliates.
Number of shares of Registrant’s Common Stock outstanding as of April 17, 2006: 52,931,645
Documents incorporated by reference: None.
EXPLANATORY NOTE
This amendment is being filed to amend and restate Item 10 to include information regarding Item 405 of Regulation S-K.
BRAZAURO RESOURCES CORPORATION
FORM 10-K/A
TABLE OF CONTENTS
Page | ||||||
PART III | ||||||
Item 10. | Directors and Executive Officers of the Registrant | 1 | ||||
Item 15. | Exhibits and Financial Statement Schedules | 3 |
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The directors and executive officers of the Company, their ages and term of continuous service are as follows:
Name | Age | Position with Registrant | Served As a Director and/ or Officer Since | ||||
---|---|---|---|---|---|---|---|
D. Harry W. Dobson | 58 | Director | May 27, 2005 | ||||
Patrick L. Glazier | 48 | Director | July 8, 1998 | ||||
Brian C. Irwin | 66 | Director | October 3, 1995 | ||||
Mark E. Jones, III | 66 | Director, Chairman & CEO | March 12, 1986 | ||||
Leendert G. Krol | 66 | Director | March 6, 2003 | ||||
Daniel B. Leonard | 69 | Director | October 20, 1999 | ||||
Dr. Roger Howard Mitchell | 66 | Director | June 14, 1993 | ||||
Dr. Roger David Morton | 70 | Director | June 14, 1993 | ||||
Stephen Zahony | 64 | Vice President - Exploration | April 1, 2005 |
D. Harry W. Dobson.Mr. Dobson has served as the Chairman of Kirkland Lake Gold Inc. for the past five years. Mr. Dobson also serves as a director of Mountain Province Diamonds, Inc.
Patrick L. Glazier.Mr. Glazier has served as the President of East Fraser Fiber Co. Ltd. based in Prince George, British Columbia for the past five years.
Brian C. Irwin. For the past five years, Mr. Irwin’s principal occupation was been the practice of law as a partner of DuMoulin Black in Vancouver, British Columbia, until his retirement in June 2005.
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Mark E. Jones, III. Mr. Jones has served as a Director of the Board of Crown Resources Corporation since January 1987. Crown Resources Corporation, based in Denver, Colorado, is publicly traded on the OTC Bulletin Board and is engaged in the exploration and development of mineral properties, primarily gold. Mr. Jones served as the President of the Company from 1986 to June 1990, from July 2001 to the March 2003, and from May 2005 until the present. Mr. Jones is also a director of Solitario Resources Corporation. In his capacity as Chairman of the Board of Directors, Mr. Jones is the chief executive officer and chief financial officer of the Company.
Leendert G. Krol.Until his retirement in April 2001, Mr. Krol had spent 13 years with Newmont Mining Corporation including the last 10 years, successively, as Director of Foreign Operation, Vice President Exploration and Vice President International Exploration. Mr. Krol served as the Company’s president from March 2003 until May 2005.
Dan Leonard.Mr. Leonard served as Senior Vice President of INVESCO for twenty-four years until his retirement in January 1999. Mr. Leonard also serves as a Director of Solitario Resources Corporation.
Dr. Roger Howard Mitchell. For the past seven years, Dr. Mitchell has served as a Professor of Geology at Lakehead University, Thunder Bay, Ontario. Dr. Mitchell received his B.Sc. from the University of Manchester, 1964; M.Sc. from Manchester, 1966; Ph.D from McMaster University, 1969; and a D.Sc in 1978 from the University of Manchester. He was elected a Fellow of the Royal Society of Canada in 1994.
Dr. Roger David Morton. For the past five years, Dr. Morton has been Professor Emeritus in Geology with the Department of Earth and Atmospheric Sciences at the University of Alberta. He also serves as Chairman of the Board for Mindoro Resources Inc., and is President of Muskox Minerals Corp. He is a member of the Board of Directors of Uruguay Mineral Resources and Black Swan Resources. Dr. Morton obtained his B.Sc. (Hons. 1st class) in Geology and his Ph.D. in Geology from the University of Nottingham, England.
Mr. Stephen G. Zahony. Prior to his employment with the Company, Mr. Zahony worked as a self-employed consultant. Mr. Zahony served as Chief Geologist for Saudi Arabian Mining Co. from March, 2000 to April, 2002. Mr. Zahony has a M.A. degree from Dartmouth College and has forty years of exploration and mining experience with a number of major and junior mining and exploration companies.
All of the directors are residents of Canada except for Messrs. Jones, Krol and Leonard, who reside in the United States, and Mr. Dobson, who resides in Monaco. Mr. Zahony resides in the United States. All directors are elected annually by the shareholders and hold office until the next Annual Meeting of Shareholders. Each officer of the Company holds office at the pleasure of the Board of Directors. No director or officer of the Company has any family relationship with any other officer or director of the Company.
Messrs. Leonard, Mitchell and Morton are members of the Company’s audit committee, all of whom are “independent directors” under the rules of the Securities Exchange Act of 1934, as amended. At the present time, the Company does not have an Audit Committee Financial Expert, although the Company hopes to add such an individual to the audit committee if circumstances allow. Messrs. Jones, Mitchell and Morton are members of the Company’s Environmental Committee and Messrs. Morton and Jones serve as members of the Company’s Compensation Committee. Operating within the guidance provided by the Company’s Board of Directors, the Compensation Committee’s role is to assure that the Company’s executive compensation strategy is aligned with the interests of the shareholders, and the Company’s compensation structure will allow for fair and reasonable base salary levels and the opportunity for executives to earn compensation that reflects both Company and individual performance.
Certain Significant Employees or Consultants
The Company has consulting relationships with other geologists and persons that are included in its projects and properties from time to time, none of which are currently material to the Company.
Codes of Ethics.
Due to the limited number of officers of the Company, a formal code of ethics has not been adopted by the Company.
Section 16(a) Beneficial Ownership Reporting Compliance
Due to the fact that the Company was a "foreign private issuer" as defined in Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") for the year ended January 31, 2006, the Company's officers and directors, and persons who own more than ten percent (10%) of a registered class of the Company's equity securities were not subject to Section 16(a) of the Exchange Act.
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibit Number | Description | ||
---|---|---|---|
3.1 | Certificate of Incorporation, Memorandum and Articles of Texas Star Resources Corporation (the "Company") dated March 12, 1986.(a) | ||
3.1.1 | Amendment to Certificate of Incorporation and Memorandum.(b) | ||
3.1.2 | Certificate of Change of Name dated October 30, 1996. | ||
3.1.3 | Amendment to the Company's Memorandum, effective November 27, 2001.(h) | ||
10.6 | Agreement dated July 28, 1992, between the Company and certain royalty holders (as set forth therein).(a) | ||
10.7 | Stock Purchase Agreement dated July 29, 1992, by and among the Company, DEI, James M. Cairns, Jr., Gandy Baugh and Stewart Jackson (such individuals being collectively referred to as the "DEI Shareholders"), and the Amendment thereto dated January 13, 1993.(a) | ||
10.11 | Prospecting Permit and Option to Lease dated November 4, 1992, between DEI and various interest holders.(a) | ||
10.12 | Agreement dated December 22, 1992, between the Company and certain royalty interest holders.(a) | ||
10.16 | Royalty Interest Agreement dated January 13, 1993, by and between the Company and the DEI Shareholders relating to the properties of the Company and DEI in Arkansas.(a) | ||
10.40 | Mining Lease between the Company and certain royalty interest holders dated November 4, 1996.(c) | ||
10.42 | Amendment No. 1 to Mining Lease between the Company and certain royalty interest holders dated November 1997.(d) | ||
10.43 | Mining Lease between the Company and ABJ Hammett Estate/ Trust dated September 11, 1997. (d) | ||
10.47 | Mining Lease Agreement and Lease Modification and Escrow Agreement dated December 16, 1999.(e) | ||
10.48 | Letter Agreement dated October 26, 2000 between the Company and McGeorge Contracting Co.(f) | ||
10.49 | Stripping Agreement dated October 31, 2000 between the Company and McGeorge Contracting Co.(f) | ||
10.50 | Lease Confirmation Agreement dated effective March 16, 2000.(g) | ||
10.51 | Mining Lease between the Company and ABJ Hammett Estate/ Trust dated November 15, 2000.(g) | ||
10.52 | Trust Deed for Debentures dated February 16, 2001 between the Company and Montreal Trust Company of Canada.(g) | ||
10.53 | Pledge Agreement for Shares of Star U.S., Inc. between the Company and Montreal Trust Company of Canada dated February 16, 2001.(g) | ||
10.54 | Pledge Agreement for Shares of Diamond Operations, Inc. between the Company and Montreal Trust Company of Canada dated February 16, 2001.(g) | ||
10.55 | Second Supplemental Indenture between the Company and Computershare Trust Company of Canada dated February 11, 2003.(i) | ||
10.56 | Option Agreement, Tocantinzinho Project - Brazil dated July 31, 2003.(j) | ||
22 | Subsidiaries of the Registrant.(k) | ||
31.1 | Certification of Chief Executive Officer and principal financial officer pursuant to Exchange Act Rules 13a-14.(l) |
__________________________________
(a) | Filed as an exhibit to Registration Statement on Form 10 as filed on June 23, 1993. |
(b) | Filed as an exhibit to Form 8 Amendment No. 1 to Form 10 as filed on October 4, 1993. |
(c) | Filed as an exhibit to Form 10-K for the fiscal year ended January 31, 1997 as filed on May 13, 1997. |
(d) | Filed as an exhibit to Form 10-K for the fiscal year ended January 31, 1998 as filed on April 29, 1998. |
(e) | Filed as an exhibit to Form 10-K for the fiscal year ended January 31, 2000 as filed on April 28, 2000. |
(f) | Filed as an exhibit to Form 10-Q for the fiscal quarter ended October 31, 2000 as filed on December 13, 2000. |
(g) | Filed as an exhibit to Form 10-K for the fiscal year ended January 31, 2001 as filed on April 27, 2001. |
(h) | Filed as an exhibit to Form 10-Q for the fiscal quarter ended October 31, 2001 as filed on December 13, 2001. |
(i) | Filed as an exhibit to Form 10-Q for the fiscal quarter ended April 30, 2003 as filed on June 16, 2003. |
(j) | Filed as an exhibit to Form 10-Q for the fiscal quarter ended July 31, 2003 as filed on September 15, 2003. |
(k) | Filed as an exhibit to Form 10-K for the fiscal year ended January 31, 2006 as filed on May 16, 2006. |
(l) | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
May 31, 2006 | BRAZAURO RESOURCES CORPORATION (Registrant) By: /s/ Mark E. Jones, III MARK E. JONES, III Chief Executive Officer and Director |
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