<Page>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Bream Ventures, Inc.
(Name of small business issuer in its charter)
Nevada 1081 98-0344538
(State or jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation Classification Number) Identification Number)
or organization)
5277 Marine Drive
West Vancouver, B.C. V7W 2P5
Phone: (604) 209-4213
(Address and telephone number of principal executive offices and place of
business)
Kennan E. Kaeder
Attorney at Law
110 West C Street, Suite 1904
San Diego, Ca 92101
Phone: (619) 232-6545
Fax: (619) 236-8182
Email: kennan@kklawoffice.com
(Name, address and telephone number of agent for service)
Approximate date of commencement of proposed sale to the public: as soon as
practicable after this registration 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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
- ----------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
CLASS OF REGISTERED MAXIMUM OFFERING MAXIMUM REGISTRATION FEE
SECURITIES TO BE PRICE PER AGGREGATE
REGISTERED OFFERING PRICE
- ----------------------------------------------------------------------------------------------------
Common 1,800,000 $0.05 $90,000 $22.50
- ----------------------------------------------------------------------------------------------------
</Table>
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 this registration
statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
<Page>
New Prospectus Cover Page
BREAM VENTURES, INC.
Up to 1,800,000 Shares
COMMON STOCK
OFFERING PRICE $0.05 PER SHARE
This is our initial public offering so there is currently no public market for
our shares. SEE RISK FACTORS COMMENCING ON PAGE 1 FOR A FULL DISCUSSION OF THE
RISKS INVOLVED IN THIS OFFERING. We are registering a total of 1,800,000 shares
of our common stock at a price of $0.05 per share until our shares are quoted on
the Over the Counter Bulletin Board and thereafter at prevailing market prices
or privately negotiated prices.
There is no established public market for our common stock and we have
arbitrarily determined the offering price. Although we hope to be quoted on the
OTC Bulletin Board, our common stock is not currently listed or quoted on any
quotation service. There can be no assurance that our common stock will ever be
quoted on any quotation service or that any market for our stock will ever
develop. The offering will remain open for 90 days, unless we decide to cease
selling efforts prior to this date. The offering period may also be extended for
a period of 60 days.
We have not authorized anyone else to provide you with different information.
The common stock is not being offered in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
supplement is accurate as of any date other than the date on the front of those
documents. 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 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.
<Table>
<Caption>
Price to Public Commissions & Proceeds to
Payable In Cash Discounts Prior to Company
On Subscription Legal and Prior to Legal
Accounting Fees and
Accounting
Fees
Per Share $0.05 $.00 $.05
Total $90,000 $.00 $90,000
</Table>
We will offer the shares ourselves and do not plan to use underwriters or pay
any commissions. We will be selling our shares in a direct participation
offering and no one has agreed to buy any of our shares. There is no minimum
amount of shares we must sell so no money raised from the sale of our stock will
go into escrow, trust or another similar arrangement. The minimum purchase is
50,000 shares at $.05 per share or $2,500.00.
The information in this prospectus is not complete and may be changed. We may
not sell our shares until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
our shares and it is not soliciting an offer to buy our shares in any state
where the offer or sale is not permitted.
BREAM VENTURES, INC.
The date of this prospectus is ____________, 2002
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TABLE OF CONTENTS
-----------
<Table>
<Caption>
Page
Prospectus Summary..........................................................1
Risk Factors................................................................1
Use Of Proceeds.............................................................3
Determination Of Offering Price.............................................3
Dilution....................................................................4
Plan Of Distribution........................................................5
Special Note Regarding Forward Looking Statements...........................6
Legal Proceedings...........................................................6
Directors, Executive Officers, Promoters And Control Persons................6
Security Ownership Of Certain Beneficial Owners And Management..............8
Description Of Securities...................................................8
Shares Eligible For Future Sale............................................10
Certain Transactions.......................................................12
Business...................................................................13
Management Discussion And Analysis Or Plan Of Operation....................18
Legal Matters..............................................................20
Experts....................................................................20
Available Information......................................................20
Financial Statements.......................................................F1
</Table>
Until ___________________________, 2001 all dealers that effect
transactions in our shares, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealer's
obligation to deliver a prospectus when acting as underwriters and with
respect to their unsold allotments or subscriptions.
i
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PROSPECTUS SUMMARY
BREAM VENTURES, INC. was incorporated under the laws of the State
of Nevada on March 9, 2001. We have not commenced active business operations.
We are an pre-exploration stage company. We have acquired a mining
lease on a total of 8 unpatented lode mineral claims located in Mineral
County, Nevada. An unpatented claim means that more assessment work is
necessary before all mineral rights can be claimed. We intend to explore for
metals, including silver, gold and other valuable minerals, on our property.
There can be no assurance that commercially viable mineral deposits exist on
any of our claims. Further exploration will be required before a final
evaluation as to the economic and legal feasibility is determined.
Our administrative office is located at 5277 Marine Drive, West
Vancouver, British Columbia, Canada V7W 2P5, telephone (604) 209-4213. Our
Nevada office is located at 50 West Liberty Street, Suite 880, Las Vegas,
Nevada, 89501. Our fiscal year end is March 31.
The Offering
<Table>
Securities Offered................ up to 1,800,000 shares of common stock.
Offering Price.................... If all 1,800,000 shares offered are sold
at $0.05 per share, we will realize total
gross offering proceeds of $90,000.00.
Terms Of The Offering............. There is no minimum offering. Accordingly,
as shares are sold, we will use the money
raised for our activities. The offering will
remain open for 90 days, or an additional
60 days at the sole discretion of our
management, unless the total proceeds are
earlier received or we determine, in our
sole discretion to cease selling efforts.
Net Proceeds Our Company.......... $71,978 assuming all 1,800,000 shares
offered are sold.
Use Of Proceeds................... We will use the proceeds, if any, to pay for
offering expenses, research and exploration.
See, Use of Proceeds, page 3.
</Table>
RISK FACTORS
WE ARE COMPLETELY DEPENDENT ON ONE EMPLOYEE WITH WHOM WE HAVE NO
CONTRACT. Presently Bream is completely dependent on the services of Anthony
England, our sole, employee, to conduct business operations. Mr. England has
no contract with us and could resign. In addition, we have no key-person
insurance on Mr. England. If some thing were to happen that rendered Mr.
England unable or unwilling to work for us the business could be permanently
disrupted and you investment would be a total loss. In addition, Mr. England
has no technical training in mineral exploration and no experience with
exploring for, starting and operating a mine. All of this could detrimentally
impact the ability of Bream to implement its business plan.
THERE MAY BE NO MINERALS ON OUR PROPERTY. We must conduct
exploration to determine what amount of minerals, if any, exist on our
property, and if any minerals which are found can be economically extracted
and profitably processed. We do not claim to have any minerals or reserves
whatsoever at this time on any of our claims.
OUR COMPANY IS ONLY RECENTLY ORGANIZED WITH NO OPERATING HISTORY
WHICH MAKES AN EVALUATION OF US DIFFICULT. Our company was recently organized
on March 9, 2001 and is a start-up company. We have no operating history and
we do not have any business prior to our organization. As of September 30, we
had incurred losses of $39,256 and we expect losses to continue. To date, we
have not generated any revenues. There is nothing at this time on which to
base an assumption that our business plan will prove successful, and there is
no assurance that we will be able to operate profitably. You should not
invest in this offering unless you can afford to lose your entire investment.
1
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BECAUSE OF OUR LACK OF FUNDS AND PAST LOSSES, OUR INDEPENDENT
ACCOUNTANTS' AUDIT REPORT STATES THAT THERE IS SUBSTANTIAL DOUBT ABOUT OUR
ABILITY TO REMAIN IN BUSINESS. Our independent certified public accountants
have pointed out that we have incurred losses since our inception and have
not yet been successful in establishing profitable operations, raising
substantial doubt about our ability to continue as a going concern.
Therefore, our ability to continue as a going concern is highly dependent
upon obtaining financing for our planned operations from this offering. If we
are unable to raise sufficient capital from this offering to fund our
operations you may lose your entire investment.
WE ARE DEPENDENT UPON THIS OFFERING TO BE ABLE TO IMPLEMENT OUR
BUSINESS PLAN AND OUR LACK OF REVENUES AND PROFITS MAY MAKE OBTAINING
ADDITIONAL CAPITAL MORE DIFFICULT. We presently have no significant operating
capital and we are totally dependent upon receipt of the proceeds of this
offering to provide the capital necessary to commence our proposed business.
Upon completion of the offering, the amount of capital available to us will
still be extremely limited, especially if less than the total amount of the
offering is raised since this is not an underwritten offering. We have no
commitments for additional cash funding beyond the proceeds to be received
from this offering. In the event that the proceeds from this offering are not
sufficient given the capital-intensive nature of our business, we may need to
seek additional financing from commercial lenders or other sources, for which
we presently have no commitments or arrangements.
WE MUST LIMIT OUR EXPLORATION BECAUSE WE ARE SMALL AND DO NOT HAVE
MUCH CAPITAL. There are other larger exploration companies that could and
probably would spend more time and money exploring our property. In addition,
our exploration activities will be limited by the amount of funds we are able
to raise in this offering which increases the likelihood that our efforts
will not be successful.
INVESTORS WILL BE UNABLE TO SELL THEIR SHARES IF A TRADING MARKET
DOES NOT DEVELOP. Because there is currently no public trading market for our
common stock, you may not be able to resell your shares unless we qualify to
trade or quote our securities in a central place, like a stock exchange or
electronic trading system. There is no assurance that we will be able to do
this. If you do want to resell your shares, you may have to locate a buyer
and negotiate your own sale. In addition, if a trading market does develop
that is illiquid or not active, the price of our shares may be less than the
price in this offering.
MANAGEMENT WILL NOT SPEND FULL TIME ON THE BUSINESS OF BREAM. Our
sole employee, shareholder, officer and director is Anthony England. He will
not be employed full time, as he is involved with other businesses and has
other interests which could give rise to conflicts of interest with respect
to carrying out the operations of Bream.
ALL PROCEEDS FROM THE OFFERING ARE SUBJECT TO BEING USED IMMEDIATELY
BECAUSE WILL THERE WILL BE NO ESCROW. There is no minimum number of shares
that must be sold and there is no provision to escrow proceeds for return to
subscribers if a minimum amount of proceeds are not raised. This constitutes
a particular risk in that without the sale of substantially all of the shares
offered, Bream may not be able to operate, and the investments made by
initial purchasers in this offering are therefore subject to a complete loss.
2
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IT MAY BE DIFFICULT TO SELL YOUR SHARES BECAUSE WE MAY HAVE NO MORE
THAN 39 SHAREHOLDERS AND WE WILL BE SUBJECT TO THE PENNY STOCK RULES. If we
sell all of the shares in this offering with minimum subscriptions of 50,000
shares, we will have nor more than 39 shareholders. In addition, our shares
will be subject to the Penny Stock Reform Act of 1990 which may potentially
decrease your ability to easily transfer our shares. The penny stock rules
generally require that prior to a transaction in a penny stock, the
broker-dealer make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
a stock that becomes subject to the penny stock rules. As our shares
immediately following this offering will be subject to such penny stock
rules, investors in this offering will in all likelihood find it more
difficult to sell their securities.
USE OF PROCEEDS
The net proceeds to us from the sale of the 1,800,000 shares offered
hereby at a public offering price of $0.05 per share will vary depending upon
the total number of shares sold. Regardless of the number of shares sold, we
expect to incur offering expenses estimated at $18,022 for legal, accounting,
printing and other costs in connection with the offering.
The table below shows how proceeds from this offering would be used
for scenarios where our company sells various amounts of the shares and the
priority of the use of net proceeds in the event actual proceeds are not
sufficient to accomplish the uses set forth. Pending use, we will invest the
net proceeds in investment-grade, short-term, interest bearing securities.
<Table>
<Caption>
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
PERCENT OF TOTAL SHARES OFFERED 25% 50% 75% 100%
($) ($) ($) ($)
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
------------- ------------ ------------ ------------
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Shares sold 450,000 900,000 1,350,000 1,800,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Gross proceeds from offering $22,500 $45,000 $67,500 $90,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Less: Offering Expenses $18,022 $18,022 $18,022 $18,022
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Net Offering Proceeds $4,478 $26,978 $49,478 $71,978
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Use of Net Proceeds*
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Claim staking $4,478 $5,000 $5,000 $5,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Filing fees $0.00 $7,000 $7,000 $7,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Compilation $0.00 $2,000 $2,000 $2,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Soil and rock sampling $0.00 $1,000 $1,000 $1,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Permitting and geologist $0.00 $7,000 $7,000 $7,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Drilling and assaying $0.00 $0.00 $25,000 $34,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Reclamation $0.00 $0.00 $0.00 $4,000
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Working Capital* $0.00 $4,978 $2,478 $11,978
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
-------- -------- --------- ----------
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
Total Use of Proceeds $4,478 $26,978 $56,975 $71,978
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
======== ======== ========= =========
- ------------------------------------ -------------------- -------------------- --------------------- --------------------
</Table>
* The use of net proceeds describes the expenses that will be incurred in
association with Phase I of our business plan. Phase II of the business plan
will not be implemented until the success of Phase I is evaluated to
determine whether further exploration work is warranted. For this reason, we
will retain as working capital any sums not utilized in Phase I until further
financing is obtained for Phase II assuming further exploration work is
warranted.
We will not be able to conduct any exploration activities unless
approximately 50% of the offering is sold. In addition, unless approximately
50% of the offering is sold, all of our paid in capital will have been
utilized to pay the expenses of this offering. Unless at least 25% of the
offering is sold, we may not be able to pay the expenses of the offering. If
we are not able to pay our offering expenses we will incur further losses. It
is possible that no proceeds may be raised from this offering. It is also
possible that some, but not all, of the 1,800,000 shares offered will be
sold. If fewer than all of the shares are sold, we will have to delay or
modify our plan. There can be no assurance that any delay or modification
will not adversely affect our development. If we require additional funds to
develop our plan, such funds may not be available on terms acceptable to us.
Possible working capital uses include advertising and other ongoing
selling, general and administrative expenses based on our company's needs.
Any funds not used for the purposes indicated will be used for
general working capital. If less than the entire offering is received, funds
will be applied according to the priorities outlined above. For example, if
less than $22,500 is received, the entire amount will be applied toward legal
and accounting fees for this offering as well as quarterly and annual reports
required under the Securities Exchange Act of 1934.
DETERMINATION OF OFFERING PRICE
There is no established public market for the shares of common stock
being registered. As a result, the offering price and other terms and
conditions relative to the shares of common stock offered hereby have been
arbitrarily determined by us and do not necessarily bear any relationship to
assets, earnings, book value or any other objective criteria of value. In
addition, no investment banker, appraiser or other independent, third party
has been consulted concerning the offering price for the shares or the
fairness of the price used for the shares.
3
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DILUTION
You will suffer substantial dilution in the purchase price of your
stock compared to the net tangible book value per share immediately after the
purchase.
Dilution is the difference between the public offering price of $0.05
per share for the common stock offered herein, and the net tangible book value
per share of the common stock immediately after its purchase. Our net tangible
book value per share is calculated by subtracting our total liabilities from our
total assets less any intangible assets, and then dividing by the number of
shares then outstanding.
Our net book value prior to the offering, based on our December 31,
2001 audited financial statements, was ($15,530) or approximately ($0.006) per
common share. Prior to selling any shares in this offering, we had 2,500,000
shares of common stock outstanding, which were purchased by the founding
shareholders for $25,000. We are now offering up to 1,800,000 shares at $0.05
per share. If all shares offered herein are sold, we will have 4,300,000 shares
outstanding upon completion of the offering. Our post offering pro forma net
book value, which gives effect to receipt of the net proceeds from the offering
on all shares sold but does not take into consideration any other changes in our
net tangible book value, will be $56,448 or approximately $0.013 per share. This
would result in dilution to investors in this offering of $0.037 per share, or
approximately 74% from the public offering price of $0.05 per share. Net
tangible book value per share would increase $0.044 per share for our current
shareholders.
Dilution Table
The following table sets forth the estimated net tangible book value
("NTBV") per share after the offering and the dilution to persons purchasing
shares based upon various levels of sales achieved:
<Table>
<Caption>
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
25% 50% 75% 100%
450,000 900,000 1,350,000 1,800,000
shares sold shares sold shares sold shares sold
--------------- -------------- -------------- --------------
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Public offering price/share $0.05 $0.05 $0.05 $0.05
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
NTBV/share prior to offering ($0.006) ($0.006) ($0.006) ($0.006)
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Net proceeds to Bream* $4,478 $26,978 $49,478 $71,978
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Total shares outstanding 2,950,000 3,400,000 3,850,000 4,300,000
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Increase attributable to new $0.002 $0.009 $0.015 $0.019
shareholders
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Percentage of dilution experienced 108% 94% 82% 74%
by new shareholders
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
Post offering pro forma NTBV/share ($0.004) $0.003 $0.009 $0.013
- -------------------------------------- ----------------- ----------------- ----------------- ----------------
</Table>
Comparative Data
The following table sets forth with respect to existing shareholders
and new investors, a comparison of the number of shares of common stock
acquired from our company, the percentage ownership of such shares, the total
consideration paid, the percentage of total consideration paid and the
average price per share.
<Table>
<Caption>
- ---------------------------------- --------------------------------------------- -----------------------------------------------
SHARES PURCHASED TOTAL CONSIDERATION
----------------------------------- --------------------------------------
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
NUMBER PERCENT AMOUNT PERCENT AVERAGE PRICE
-------------- ------------- ------------- ------------- PER SHARE
--------------
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Existing shareholder 1,250,000 29% $12,500 11% $0.01
Anthony England
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Existing shareholder 625,000 14.5% $6,250 5.4% $0.01
Brent Forgeron
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Existing shareholder 625,000 14.5% $6,250 5.4% $0.01
Shane Barber
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
New investors* 1,800,000 42% $90,000 78% $0.05
---------------- ---------------- ---------------- ---------------- ----------------
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
Total 4,300,000 100% $115,000 100% $0.026
================ ================ ================ ================ ================
- ---------------------------------- ------------------ ------------------ ----------------- ------------------ ------------------
</Table>
- ------------
* It is possible we may not sell any of the shares, in which case the
proceeds to Bream will be $0.
4
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PLAN OF DISTRIBUTION
General
The following discussion addresses the material terms of the plan of
distribution.
We are offering up to 1,800,000 shares of our common stock at a
price of $0.05 per share to be sold by Mr. England, our principal executive
officer and director. This will be the only method of distribution. Bream
does not intend to make any distribution through an underwriter or on the
Internet. The shares will be sold through our principal executive officer and
director, so no compensation will be paid with respect to those sales, except
for reimbursement of expenses actually incurred on behalf of our company in
connection with such activities. Since this offering is conducted as a direct
participation offering, there can be no assurance that any of the shares will
be sold. A subscription agreement, the form of which is attached to this
prospectus, will be required to be submitted by all purchasers of the shares.
The offering will not be sold to officers, directors or affiliates of Bream.
The minimum purchase is 50,000 shares at $.05 per share or $2,500.
There is currently no market for any of our shares and no assurances
are given that a public market for such securities will develop after the
closing of this offering or be sustained if developed. While we plan
following the closing of this offering to take affirmative steps to request
or encourage one or more broker/dealers to act as a market maker for our
securities, no such efforts have yet been undertaken and no assurances are
given that any such efforts will prove successful. In addition, we will
initially have no more than 39 shareholders assuming the entire offering is
sold. As such, investors may not be able to readily dispose of any shares
purchased hereby.
Our president, Mr. England, who is an associated person of us as
that term is defined in Rule 3a4-1 under the Exchange Act, shall conduct the
offering. Mr. England is deemed not to be a broker for the following reasons:
*He is not subject to a statutory disqualification as that term is
defined in Section 3(a)(39) of the Exchange Act at the time of his
participation in the sale of our securities.
*He will not be compensated for his participation in the sale of our
securities by the payment of commission or other remuneration based
either directly or indirectly on transactions in securities.
*He is not an associated person of a broker or dealers at the time of
his participation in the sale of our securities.
*He will restrict his participation to the following activities:
A. Preparing any written communication or delivering any
communication through the mails or other means that does not
involve oral solicitation by him of a potential purchaser;
B. Responding to inquiries of potential purchasers in a
communication initiated by the potential purchasers, provided
however, that the content of responses are limited to
information contained in a registration statement filed under
the Securities Act or other offering document;
C. Performing ministerial and clerical work involved in
effecting any transaction.
5
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The offering will remain open for a period until 90 days or an
additional 60 days in our sole discretion, unless the entire gross proceeds
are earlier received or we decide, in our sole discretion, to cease selling
efforts.
No Escrow Of Proceeds
There is no escrow of any of the proceeds of this offering.
Accordingly, we will have use of such funds once we accept a subscription and
funds have cleared. Such funds shall be non-refundable to subscribers except
as may be required by applicable law.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements under the "Prospectus Summary," "Risk
Factors," "Management Discussion and Analysis or Plan of Operation,"
"Business" and elsewhere in this prospectus constitute forward-looking
statements. These statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, levels of activity,
performance, or achievements to be materially different from any future
results, levels of activity, performance, or achievement expressed or implied
by such forward-looking statements. Such factors include, among other things,
those listed under "Risk Factors" and elsewhere in this prospectus.
In some cases, you can identify forward-looking statements by
terminology such as "may," "will," "should," "could," "intend," "expects,"
"plan," "anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of such terms or other comparable terminology.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance, or achievements. We have a duty to
update any of the forward-looking statements after the date of this
prospectus if there is a change of a material nature in the information
provided.
None of these forward-looking statements refer to exploration,
development, production or other anticipated mining activity.
LEGAL PROCEEDINGS
We are not a party to or aware of any threatened litigation of a
material nature.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Executive Officers And Directors
The following table sets forth the directors and executive officers of
6
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our company, their ages, term served and all officers and positions with our
company. A director is elected for a period of one year and thereafter serves
until his or her successor is duly elected by the stockholders and qualifies.
Officers and other employees serve at the will of the Board of Directors.
There are no arrangements or understandings regarding the length of
time a director of our company is to serve in such a capacity. Our director
holds no directorships in any other company subject to the reporting
requirements of the Securities Exchange Act of 1934.
<Table>
<Caption>
NAME OF DIRECTOR AGE TERM SERVED POSITIONS WITH COMPANY
- ------------------ ---- --------------- ----------------------
Anthony England 46 Since inception President, Secretary-
Treasurer & Director
</Table>
Mr. England will serve as management of our company. A brief
description of his background and business experience is as follows:
Mr. England has been the President, Secretary-Treasurer and Director
since our company's inception on March 9, 2001. He is also currently employed
by Frontline Enterprises, Inc., a construction company that specializes in
demolition, where he has been a manager and a part owner since July 30, 2001.
Mr. England was employed as the president of Georgia West Management, an
investor relations firm, from October 1999 through March 2001. Prior to that
he was employed as the investor relations officer of Fleming Financial
Corporation, an investor relations firm for small public companies, from
February 1995 through October 1999. Between December 1994 and February 1995
he was employed as the investor relations officer of Urban Resource, Inc. Mr.
England is expected to hold his position with our company until the next
annual meeting of shareholders and devote approximately 15 to 20 hours per
week to the Bream.
Executive Compensation
Our sole director does not currently receive and has never received
any compensation for serving as a director to date. In addition, at present,
there are no ongoing plans or arrangements for compensation. However, we
expect to adopt a plan of reasonable compensation if we become operational
and profitable.
The following table sets forth all compensation awarded to, earned
by, or paid for services rendered to us in all capacities during the period
ended December 31, 2001, by Mr. England, our sole executive officer.
Summary Compensation Table
Long-Term Compensation Awards
<Table>
<Caption>
NAME AND PRINCIPAL COMPENSATION-2001 ($)NUMBER OF SHARES
POSITION SALARY ($)BONUS UNDERLYING OPTIONS (#)
- ------------------ ------ -------- ----------------------
Anthony England None None None
President
</Table>
We do not presently have a stock option plan but intend to develop
an incentive based stock option plan in the future and may reserve up to ten
percent of our outstanding shares of common stock for that purpose.
7
<Page>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
the beneficial ownership of our company's common stock with respect to each
named director and executive officer of our company, each person known to our
company to be the beneficial owner of more than five percent (5%) of said
securities, and all directors and executive officers of our company as a
group:
<Table>
<Caption>
TITLE AMOUNT AND NATURE OF PERCENT % AFTER
NAME AND ADDRESS OF CLASS BENEFICIAL OWNERSHIP OF CLASS OFFERING
- ---------------- -------- -------------------- -------- --------
Anthony England Common 1,250,000 shares 50% 29.06%
5277 Marine Drive,
West Vancouver, B.C.
Brent Forgeron Common 625,000 shares 25% 14.53%
424 Eastcot Road,
West Vancouver, B.C.
Shane Barber Common 625,000 shares 25% 14.53%
536 Ballantree Place,
West Vancouver, B.C.
All officers & Common 1,125,000 shares 50% 29.06%
directors as
a group (1 person)
</Table>
Prior to the sale of any shares in this offering, Mr. England, Mr.
Forgeron and Mr. Barber were the only shareholders of Bream.
DESCRIPTION OF SECURITIES
The shares registered pursuant to the registration statement of
which this prospectus is a part are shares of common stock, all of the same
class and entitled to the same rights and privileges as all other shares of
common stock.
Common Stock
Bream is presently authorized to issue 100,000,000 shares of $.001
par value common stock. The holders of common stock, including the shares
offered hereby, are entitled to equal dividends and distributions, per share,
with respect to the common stock when, as and if declared by the Board of
Directors from funds legally available therefore. No holder of any shares of
common stock has a pre-emptive right to subscribe for any securities of our
company nor are any common shares subject to redemption or convertible into
other securities of our company. Upon liquidation, dissolution or winding up
of our company, and after payment of creditors and preferred stockholders, if
any, the assets will be divided pro-rata on a share-for-share basis among the
holders of the shares of common stock. All shares of common stock now
outstanding are fully paid, validly issued and non-assessable. Each share of
common stock is entitled to one vote with respect to the election of any
director or any other matter upon which shareholders are required or
permitted to vote. Shareholder meetings are called by sending a notice to
shareholders at least 20 days in advance. A quorum is constituted by a
majority of the oustanding shares. Holders of our company's common stock do
not have cumulative voting rights, so that the holders of more than 50% of
the combined shares voting for the election of directors may elect all of the
directors, if they choose to do so and, in that event, the
8
<Page>
holders of the remaining shares will not be able to elect any members to the
Board of Directors.
Bream has reserved from its authorized but unissued shares a
sufficient number of shares of common stock for issuance of the shares
offered hereby. The shares of common stock issuable upon subscription of the
offering will be, when issued in accordance with the terms of the offering,
fully paid and non-assessable.
Preferred Stock
Bream is also presently authorized to issue 10,000,000 shares of
$.001 par value preferred stock. No preferred stock has been issued as of
this date and management has no current plans to issue preferred stock to any
investor. Under our company's articles of incorporation, as amended, the
Board of Directors has the power, without further action by the holders of
the common stock, to designate the relative rights and preferences of the
preferred stock, and issue the preferred stock in such one or more series as
designated by the Board of Directors. The designation of rights and
preferences could include preferences as to liquidation, redemption and
conversion rights, voting rights, dividends or other preferences, any of
which may be dilutive of the interest of the holders of the common stock or
the preferred stock of any other series. The issuance of preferred stock may
have the effect of delaying or preventing a change in control of our company
without further shareholder action and may adversely effect the rights and
powers, including voting rights, of the holders of common stock. In certain
circumstances, the issuance of preferred stock could depress the market price
of the common stock. The Board of Directors effects a designation of each
series of preferred stock by filing with the Nevada Secretary of State a
Certificate of Designation defining the rights and preferences of each such
series. Documents so filed are matters of public record and may be examined
in accordance with procedures of the Nevada Secretary of State, or copies
thereof may be obtained from our company.
Options and Warrants
We do not presently have any options or warrants authorized or any
securities that may be convertible into common stock. However, our board of
directors may later determine to authorize options and warrants for our
company.
Dividend Policy
We have not previously paid any cash dividends on our common stock
and do not anticipate or contemplate paying dividends on our common stock in
the foreseeable future. Our present intention is to utilize all available
funds for the development of our business. There is no assurance that we will
ever have excess funds available for the payment of dividends. The only legal
restrictions that limit the ability to pay dividends on common equity or that
are likely to do so in the future, are those restrictions imposed by state
laws. Under Nevada corporate law, no dividends or other distributions may be
made which would render our company insolvent or reduce assets to less than
the sum of its liabilities plus the amount needed to satisfy any outstanding
liquidation preferences.
9
<Page>
Transfer Agent
We intend to use Nevada Agency And Trust Company, 50 West Liberty
Street, Suite 880, Reno, NV 89501 as our transfer agent and registrar for the
common stock upon completion of the offering.
Shares Eligible For Future Sale
Upon completion of this offering, we will have 4,300,000 shares of
common stock outstanding, if we sell all of the shares in this offering. Of
these shares, the 1,800,000 shares to be sold in this offering will be freely
tradable without restriction to the extent permitted by the Securities Act of
1933.
The remaining 2,500,000 of common stock held by the existing
stockholders were issued and sold by us in reliance on exemptions from the
registration requirements of the Securities Act. Of these shares, 1,250,000
will become eligible for sale on March 16, 2002 subject to the limitations of
Rule 144, and 1,250,000 will become eligible for sale under Rule 144 on April
18, 2002. These limitations are set forth in Rule 144(e). This rule provides
that if securities are sold for the account of a person controlling the
company, the amount of securities that may be sold, together with all sales
of restricted and other securities of the same class for the account of such
person within the preceding three months, shall not exceed one percent of the
shares outstanding or the average weekly reported volume of trading in such
securities during the four calendar weeks prior to the sale. We cannot
predict the effect, if any, that offers or sales of these shares would have
on the market price. Nevertheless, sales of significant amounts of restricted
securities in the public markets could adversely affect the fair market price
of the shares, as well as impair our ability to raise capital through the
issuance of additional equity shares.
In general, under Rule 144, a person who has beneficially owned
shares for at least one year is entitled to sell, within any three-month
period, a number of shares that does not exceed the greater of (1) one
percent of the then outstanding shares of common stock or (2) the average
weekly trading volume in the common stock in the over-the-counter market
during the four calendar weeks preceding the date on which notice of the sale
is filed, provided several requirements concerning availability of public
information, manner of sale and notice of sale are satisfied. In addition,
our affiliates must comply with the restrictions and requirements of Rule
144, other than the one-year holding period requirement, in order to sell
shares of common stock which are not restricted securities.
Under Rule 144(k), a person who is not an affiliate and has not been
an affiliate for at least three months prior to the sale and who has
beneficially owned shares for at least two years may resell their shares
without compliance with the foregoing requirements. In meeting the one- and
two-year holding periods described above, a holder of shares can include the
holding periods of a prior owner who was not an affiliate. The one- and
two-year holding periods described above do not begin to run until the full
purchase price or other consideration is paid by the person acquiring the
shares from the issuer or an affiliate.
There is presently no agreement by any holder, including our
"affiliates," of "restricted" shares not to sell their shares.
10
<Page>
Penny Stock Regulation
Our shares will be subject to the Penny Stock Reform Act of 1990
which may potentially decrease your ability to easily transfer our shares.
Broker-dealer practices in connection with transactions in "penny stocks" are
regulated. Penny stocks generally are equity securities with a price of less
than $5.00. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the rules, to deliver
a standardized risk disclosure document that provides information about penny
stocks and the risks in the penny stock market. The broker-dealer also must
provide the customer with current bid and offer quotations for the penny
stock, the compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. In addition, the penny stock
rules generally require that prior to a transaction in a penny stock, the
broker-dealer make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the
effect of reducing the level of trading activity in the secondary market for
a stock that becomes subject to the penny stock rules. As our shares
immediately following this offering will be subject to such penny stock
rules, investors in this offering will in all likelihood find it more
difficult to sell their securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our articles of incorporation contains provisions permitted under
the Nevada Corporations Code relating to the liability of directors. The
provisions eliminate a director's liability to stockholders for monetary
damages for a breach of fiduciary duty, except in circumstances involving
wrongful acts, including the breach of a director's duty of loyalty or acts
or omissions which involve intentional misconduct or a knowing violation of
law. Our certificate of incorporation also contains provisions obligating us
to indemnify our directors and officers to the fullest extent permitted by
the General Corporation Law of Nevada. We believe that these provisions will
assist us in attracting and retaining qualified individuals to serve as
directors.
Following the close of this offering, we will be subject to the
State of Nevada's business combination statute. In general, the statute
prohibits a publicly held Nevada corporation from engaging in a business
combination with a person who is an interested stockholder for a period of
three years after the date of the transaction in which that person became an
interested stockholder, unless the business combination is approved in a
prescribed manner. A business combination includes a merger, asset sale or
other transaction resulting in a financial benefit to the interested
stockholder. An interested stockholder is a person who, together with
affiliates, owns, or, within three years prior to the proposed business
combination, did own 15% or more of our voting stock. The statute could
prohibit or delay mergers or other takeovers or change in control attempts
and, accordingly, may discourage attempts to acquire us.
As permitted by Nevada law under Nevada Revised Statutes 78.037, we
intend to eliminate the personal liability of our directors for monetary
damages for breach or alleged breach of their fiduciary duties as directors,
subject to exceptions. In addition, our bylaws provide that we are required
to indemnify our officers and directors, employees and agents under
11
<Page>
circumstances, including those circumstances in which indemnification would
otherwise be discretionary, and we would be required to advance expenses to
our officers and directors as incurred in proceedings against them for which
they may be indemnified. The bylaws provide that we, among other things, will
indemnify officers and directors, employees and agents against liabilities
that may arise by reason of their status or service as directors, officers,
or employees, other than liabilities arising from willful misconduct, and to
advance their expenses incurred as a result of any proceeding against them as
to which they could be indemnified. At present, we are not aware of any
pending or threatened litigation or proceeding involving a director, officer,
employee or agent of ours in which indemnification would be required or
permitted. We believe that our charter provisions and indemnification
agreements are necessary to attract and retain qualified persons as directors
and officers.
We have agreed to the fullest extent permitted by applicable law, to
indemnify all our officers and directors. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
CERTAIN TRANSACTIONS
In connection with the organization of Bream, Anthony England, the
founding shareholder, President, Secretary-Treasurer and Director of our
company, has paid $12,500.00 cash to purchase 1,250,000 shares of common
stock on March 16, 2001. Brent Forgeron paid $6,250.00 cash to purchase
625,000 shares of common stock on April 18, 2001. Shane Barber paid $6,250.00
cash to purchase 625,000 shares of common stock on April 18, 2001.
Bream presently has no office facilities but for the time being will
use as its business address the office of Mr. England on a rent free basis,
until such time as the business operations of our company may require more
extensive facilities and our company has the financial ability to rent
commercial office space. There is presently no formal written agreement for
the use of such facilities, and no assurance that such facilities will be
available to our company on such a basis for any specific length of time.
We have no formal written employment agreement or other contracts
with our officer, and there is no assurance that the services to be provided
and facilities to be provided by Mr. England, will be available for any
specific length of time in the future. Mr. England anticipates initially
devoting up to approximately 15 to 20 hours per week of his time to the
affairs of our company. If and when the business operations of our company
increase and a more extensive time commitment is needed, Mr. England is
prepared to devote more time to our company, in the event that becomes
necessary. The amounts of compensation and other terms of any full time
employment arrangements with our company would be determined if and when such
arrangements become necessary.
12
<Page>
BUSINESS
History And Organization
Bream Ventures, Inc. (the "Company") was recently incorporated under
the laws of the state of Nevada on March 9, 2001. We have not commenced
business operations and we are considered a pre-exploration stage enterprise.
To date, our activities have been limited to organizational matters,
obtaining a mining engineer's report and the preparation and filing of the
registration statement of which this prospectus is a part. In connection with
the organization of our company, the founding shareholders of our company
contributed an aggregate of $25,000 cash in exchange for 2,500,000 shares of
common stock. We have no significant assets, and we are totally dependent
upon the successful completion of this offering and receipt of the proceeds
there from, of which there is no assurance, for the ability to commence our
proposed business operations.
Proposed Business
On April 9, 2001, we acquired a 15 year mining lease from Desert
Pacific Exploration, Inc., the owner of eight unpatented lode mineral claims,
sometimes referred to as the Panorama Project, located in western Nevada
approximately 150 miles south of Reno, Nevada and 48 miles north of Bishop,
California. An unpatented claim is one in which more assessment work is
necessary before all mineral rights can be claimed. We are presently in the
pre-exploration stage and there is no assurance that a commercially viable
precious mineral deposit exists in our property until appropriate geological
exploration is done and a final comprehensive evaluation concludes that there
is economic and legal feasibility to conduct mining operations. Without a
final economic feasibility study we cannot determine economic feasibility.
Even assuming this entire offering is sold, we will not have sufficient funds
to pay for a final economic feasibility study. Consequently, our current
exploration plans can only determine if we will be justified to continue
exploration.
The exploration program proposed by Bream is designed to determine
whether mining operations would be advisable. It is uncertain at this time
the precise quantity of minerals in the property that would justify actual
mining operations. Some of the factors that would be used to determine
whether to proceed with mining operations would be the data generated by the
proposed exploration program. This data will be evaluated to confirm that a
mineral deposit is sufficiently defined on three or more sides. Another
factor would be investigation into whether a buyer or a market exists for the
minerals and the prevailing market price for the minerals.
Under the terms of the lease, Bream may extend the initial term of
15 years for one additional period of 15 years provided that all conditions
of the lease have previously been met. Bream has the exclusive possession of
the property for mining purposes during the term of the lease.
The owner of the property on which the claims are located is Desert
Pacific Exploration, Inc. Under the terms of the lease, Bream must pay an
advance annual royalty as follows, of which the first payment of $5,000 has
already been made:
<Table>
<Caption>
Anniversary Date Amount
April 9, 2001 $ 5,000.00
April 9, 2003 $10,000.00
April 9, 2004 $10,000.00
April 9, 2005 $10,000.00
April 9, 2006 & thereafter $50,000.00
</Table>
If Bream fails to meet the above advance royalty payments, the lease
may be terminated if the landlord gives written notice of such default. After
receipt of default, Bream has 15 days to cure the default. In addition, the
lease may be terminated if Bream fails to make federal, state, and county
maintenance
13
<Page>
payments or filing fees at least 15 days prior to due date. In that event,
the landlord must notify Bream of a possible default. After 10 days, if the
default is not cured the landlord may initiate payment on the claims. Bream
will be able to cure this default by reimbursing all federal, state and
county payments made by the landlord plus a 20% penalty within 30 days.
Under applicable federal, state, and county laws and regulations,
annual mining claim maintenance or rental fees are required to be paid by
Bream for the unpatented mining claims which constitute all or part of the
leased property, beginning with the annual assessment work period of
September 1, 2002 to September 1, 2003. Bream must timely and properly pay
the federal, state, and county annual mining claim maintenance or rental
fees, and must execute and record or file, as applicable, proof of payment of
the federal, state, and county annual mining claim maintenance or rental fees
and the landlord's intention to hold the unpatented mining claims. Annual
maintenance fees are due on the claims by August 31. Federal fees are $100
per claim per year payable to the Department of the Interior, Bureau of Land
management. State fees are $5.50 per year per claim payable to the county
recorder. If Bream does not terminate the agreement before June 1 of any
subsequent lease year, Bream will be obligated either to pay the federal,
state, and local annual mining claim maintenance or rental fees for the
property due that year or to reimburse the landlord.
Bream also has the right to buy out the landlord's interest in
exchange for a payment of $3,000,000 from which royalty payments made up to
the time of the buyout may be deducted. If a buyout occurs, Bream must also
pay the landlord a perpetual 0.75% royalty on all minerals recovered from the
property.
The lease may be terminated at any time by Bream provided that we
give written notice 30 days prior to relinquishing the leased property. In
the event bream desires to terminate the agreement after June 1 of any year,
we are responsible for all federal, state, and county maintenance and filing
fees for the next assessment year regarding the leased property. In addition,
we must deliver to the landlord in reproducible form all data generated or
obtained for the leased property, whether factual or interpretive. Finally,
we must quitclaim to the landlord all claims located or acquired by us.
Our business activities to date have been restricted to obtaining a
report from our mining engineer, Edward P. Jucevic and preparing this
offering. Mr. Jucevic's report details the geological and mining history of
the claims leased by Bream, including the land status, climate, geology and
mineralization. Mr. Jucevic believes that based upon previous mining activity
in the area, sufficient evidence exists to warrant further exploration on the
leased property which could then lead to actual mining operations.
The property leased by Bream covers lands credited with sporadic,
but high grade gold, silver, and minor mercury production dating to the early
1900's. The claims cover three discrete gold-bearing areas, none of which has
been thoroughly evaluated. Four neighboring unevaluated targets within the
leased claims are recommended for acquisition by staking. Mr. Jucevic
believes that precious metal mineralization is hosted in several areas within
the claims. There is a reasonable potential that additional exploration and
drilling will outline important mineral reserves. A two phase exploration and
drilling program has been proposed. Phase 1, including a recommendation to
stake four neighboring targets, with estimated costs of $60,000, followed by
a Phase 2 with estimated costs of $60,000. The purpose of this offering is to
finance the implementation of Phase I.
Location and Access
The project is located in western Nevada, Mineral County, approximately
150 miles south of Reno and 48 miles north of Bishop, California. Access to
the property from Bishop, California, is via highway US 6, north for a
distance of 48.2 miles to the CCC Ranch Road. Turn north on a northerly
trending gravel road for 0.3 miles to the property.
[Map]
14
<Page>
Claim Status
Bream has obtained a mining lease on eight valid unpatented lode
mining claims on file with the United States Bureau of Land Management (BLM)
records in Reno, Nevada in the name of Desert Pacific Exploration, Inc. The
claims are filed with the BLM as follows:
<Table>
<Caption>
Claim Name NMC Number Mineral County Book and Page
Hound Dog 2 763966 Book 169 Page 46
Hound Dog 9 763972 Book 169 Page 52
Ule 19 763991 Book 169 Page 71
Panorama 5 763994 Book 169 Page 74
Panorama 6 763995 Book 169 Page 75
Panorama 7 763996 Book 169 Page 76
Vol 32 763950 Book 169 Page 30
Little Ule 8 763960 Book 169 Page 40
</Table>
The leased property is comprised of approximately 160 acres. The
owner of record is Desert Pacific Exploration, Inc. of which Herb Duerr is
the sole shareholder. Rental fees assessed by the BLM and intent to hold fees
assessed by the State of Nevada and Mineral County have been paid through
August 31, 2002. The surrounding land is owned by the United States Forest
Service and is open for staking. Mr. Jucevic recommends that we may need to
stake at least 35 additional claims to cover the strike and provide an
adequate buffer on either side of the mineralized zone.
At present, there are no plans to locate these additional 35
claims. We will not locate additional claims unless it should become
necessary in order to protect the claims we have already leased. Should the
additional 35 claims be staked at some future date, the estimated cost of the
work plus filing fees would be approximately $8,400, broken down as follows:
staking fees $90 per claim, federal filing fees $135 per claim, state filing
fees $14 per claim plus a map fee of $15. The risk in not pursuing additional
claims now is that a third party may stake this peripheral ground. If at some
future time it was decided to expand the size of the currently leased claim,
an agreement would have to be negotiated with that third party in which we
might be required to pay a rental or royalty fee for minerals recovered on
these additional claims.
Climate And Local Resources
The claims leased by Bream are located at elevations ranging from
5900 to 7950 feet in gently rolling hills covered with sagebrush and Pinion
pines. The climate is temperate with moderate snow cover from December to
March. No perennial streams exist on the property. However, groundwater is
plentiful. Power lines are located about three miles east of the property.
The closest population center is Bishop, located about 48 miles to the
south.
History Of The Claims
Mr. Jucevic has examined the available literature on the claims from
which he has developed the following history. The earliest known mining
activity on the claims was conducted in 1863 when gold, silver and lead were
discovered. Production of precious metals occurred on the claims from 1910 to
1913. Production was achieved again from 1931 to 1933 in some of the claims
and processing occurred on the property. Exploration for mercury occurred in
the late 1940's when a few flasks of mercury were sold from the claims.
Tungsten exploration was carried out on the claims in the late 1950's with
little encouragement.
Recent exploration efforts on the claims started in 1979. At least
seven separate targets in diverse settings were defined by this work. Between
1979 and 1984 at least 32 shallow air track holes were drilled, defining an
area of altered volcanic rock on one side of the property. Large geochemical
sampling programs defined at least seven separate mineralized environments on
the claims.
15
<Page>
The property was mapped, sampled and drilled between 1997 and 1998.
Two additional areas with significant gold values were identified. The
drilling tested five target areas, with encouraging results from three.
Testing of the one claim area was unsatisfactory because the drill could not
gain access to test the structure. Drilling on another claim intersected gold
starting at the surface. Drilling on another claim confirmed previous
evidence of precious minerals.
Our Proposed Exploration Program
We must conduct exploration to determine what amount of minerals, if
any, exist on our properties. The goal of our exploration program is to
determine if selected exploration targets warrant follow-up work through
compilation leading to either a geophysical survey and/or soil sampling
survey. If these techniques produce favorable indications, then exploration
drilling will be conducted, the scope of which is dependent upon the
available budget.
We do not claim to have any minerals or reserves whatsoever at this
time on any of our claims. We intend to implement an exploration program and
to proceed in the following two phases:
Phase I will involve staking of open ground surrounding Hound Dog
Hill, VOL and Panorama claim target areas. We will then initiate drilling for
soil sample areas of potential interest. We will then drill 8 angle holes 300
feet long across mineralized fault zones. Samples will be assayed for gold,
silver, arsenic, mercury, bismuth, and copper on 5 foot intervals. The cost
of Phase I will is estimated to be $60,000 and will take approximately two
months to complete.
Upon completion of Phase I, we will determine the cost effectiveness
of proceeding to Phase II. In making this determination, we will undertake to
have our data from Phase I independently verified for accuracy by an
independent registered engineer to confirm the existence of mineral deposits.
In addition, we will make investigations into whether a buyer or a market
exists for our mineral products and analyze whether the minerals can be
extracted by us for a profit.
Phase I would be considered successful if assay results provide
sufficient justification to develop drill targets. These drill targets could
be areas of elevated gold and/or silver values. Success in the planned Phase
I shallow drilling program would be demonstrated by the intersection of
anomalous precious metal assays from the targeted areas along the known
precious metal structures in the claims. Silver assays of 100 parts per million
or greater and/or gold assays of 1.0 parts per million or greater over a
five foot drill hole interval would be considered elevated. These same assay
values from surface rock chip samples would be considered elevated.
Phase II will consist of drilling of 9 angle holes averaging 300
feet across to determine the extent, depth and dip of ore discovered in Phase
I. It is anticipated that Phase II will cost $60,000 and will also take
approximately two months to complete. Phase Two would be considered
successful if the planned drilling intersected economic precious metal values
with a minimum equivalent value of 0.10 ounces per ton gold over a ten foot
interval in at least one of the drill holes in the program.
Competitive Factors
The mineral industry is fragmented. We compete with other exploration
companies looking for a variety of mineral reserves. We may be one of the
smallest exploration companies in existence. Although we will be competing
with other exploration companies, there is no competition for the exploration
or removal of minerals from our property. Readily available markets exist in
16
<Page>
North America and around the world for the sale of minerals. Therefore, we
intend to develop mining claims to the production point in which major mining
production companies would seriously consider pursuing the property as a
valuable and significant acquisition.
Regulations
We will secure all necessary permits for exploration and, if
development is warranted on the property, will file final plans of operation
before we start any mining operations. We anticipate no discharge of water
into active stream, creek, river, lake or any other body of water regulated
by environmental law or regulation. No endangered species will be disturbed.
Restoration of the disturbed land will be completed according to law. All
holes, pits and shafts will be sealed upon abandonment of the property. It is
difficult to estimate the cost of compliance with the environmental law since
the full nature and extent of our proposed activities cannot be determined
until we start our operations and know what that will involve from an
environmental standpoint.
Before any type of mineral exploration or land disturbance occurs
on the leased claims or on existing roads leading to the leased claims, we
must submit to the overseeing federal agency a "Notice of Intent" describing
the nature of the proposed work, the duration of the work, the estimated
amount of land disturbance, the type of equipment to be used and a
reclamation plan. Then a field examination will be conducted by federal
agency personnel, including examination by wildlife, water, archaeological
specialists. Once the federal agency is satisfied that all disturbances will
be minimal and any other concerns are mitigated, a reclamation bond must be
filed before receiving approval to conduct the work program.
The initial drill program outlined in Phase I will be conducted on
Bureau of Land Management lands. The BLM will require the submittal of a plan
of operation which would be used as the basis for the bonding requirement,
water permit and reclamation program. The reclamation program could include
both surface reclamation and drill hole plugging and abandonment. The amount
of the bonding would be based upon an estimate by the BLM related to the cost
of reclamation if done by an independent contractor. It is estimated the
bonding requirement would be $5000.00. The water permit and fee is included
in the reclamation cost which is estimated to be $1000.00.
The estimate for Phase II reclamation and bonding is based on the
assumption that we have completed the Phase I reclamation and that the
$5000.00 Phase I bond is still in place. Based upon this assumption, it is
estimated that an additional bond of $5,000.00 would be required for Phase II
for a total bonding requirement of $10,000.00.
We would be subjected to the B.L.M. rules and regulations governing
mining on federal lands including a draft environmental impact statement or
EIS, public hearings and a final EIS. The final EIS would address county and
state needs and requirements and would cover issues and permit requirements
concerning: air quality, heritage resources, geology, energy, noise, soils,
surface and ground water, wetlands, use of hazardous chemicals, vegetation,
wildlife, recreation, land use, socioeconomic impact, scenic resources,
health and welfare, transportation and reclamation. Bonding requirements for
mining are developed from the final EIS.
We are in compliance with all laws and will continue to comply with
the laws in the future. We believe that compliance with the laws will not
adversely affect our business operations. Bream anticipates that it will be
required to post bonds in the event the expanded work programs involve
extensive surface disturbance.
Employees
Initially, we intend to use the services of subcontractors for
manual labor exploration work on our properties. Bream will consider hiring
technical consultants as funds from this offering and additional offerings or
revenues from operations in the future permit. At present, our only employee
is Mr. England.
Employees and Employment Agreements
At present, we have no employees, other than Mr. England, our
17
<Page>
president and sole director who has received no compensation for his
services. Mr. England does not have an employment agreement with us. We
presently do not have pension, health, annuity, insurance, stock options,
profit sharing or similar benefit plans; however, we may adopt plans in the
future. There are presently no personal benefits available to any employees.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
We are a start-up, pre-exploration stage company and have not yet
generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that
our auditors believe there is doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to
pay our bills. This is because we have not generated any revenues and no
revenues are anticipated until we begin removing and selling minerals.
Accordingly, we must raise cash from sources other than the sale of minerals
found on our property. Our only other source for cash at this time is
investments by others in our company. We must raise cash to implement our
project and stay in business.
To meet our need for cash we are attempting to raise money from this
offering. There is no assurance that we will be able to raise enough money
through this offering to stay in business. Whatever money we do raise will be
applied first to exploration and then to development, if development is
warranted. If we do not raise all of the money we need from this offering, we
will have to find alternative sources, like a second public offering, a
private placement of securities, or loans from our officers or others. At the
present time, we have not made any arrangements to raise additional cash,
other than through this offering. If we need additional cash and cannot raise
it, we will either have to suspend operations until we do raise the cash, or
cease operations entirely.
We will be conducting research in connection with the exploration of
our property. We are not going to buy or sell any plant or significant
equipment. We do not expect a change in our number of employees.
Limited Operating History; Need for Additional Capital
There is no historical financial information about our company upon
which to base an evaluation of our performance. We are a pre-exploration
stage company and have not generated any revenues from operations. We cannot
guarantee we will be successful in our business operations. Our business is
subject to risks inherent in the establishment of a new business enterprise,
including limited capital resources, possible delays in the exploration of
our properties, and possible cost overruns due to price and cost increases in
services.
To become profitable and competitive, we conduct research and
exploration of our properties. We are seeking equity financing to provide for
the capital required to implement our research and exploration phases.
We have no assurance that future financing will be available to us
on acceptable terms. If financing is not available on satisfactory terms, we
may be unable to continue, develop or expand our operations. Equity financing
could result in additional dilution to existing shareholders.
18
<Page>
Results of Operations
From Inception on March 9, 2001
We just recently acquired our first interest in lode mineral claims.
At this time we have not yet commenced the research and/or exploration or
mining operations on that property. We have paid $5,000 for a mining lease.
As of September 30, 2001 we have experienced operating losses of $39,256 for
filing fees, legal and accounting fees, resource property costs, management
fees and transfer agent fees.
Plan of Operations
Since inception, we have used our common stock to raise money for
our property acquisition, for corporate expenses and to repay outstanding
indebtedness. Net cash provided by financing activities from inception on
March 9, 2001 to March 31, 2001 was $12,500 as a result of proceeds received
from our president and sole director. On April 18, 2001 we received
additional cash financing of $12,500 as a result of proceeds received from
Shane Barber and Brent Forgeron. Our business activities to date have been
restricted to obtaining a mining engineer's report and preparing this
offering.
Bream's plan of operations for the next twelve months is to
undertake Phase I of the drilling and exploration program. We can commence
Phase I assuming at least 50% of the offering is sold. However, the total
cost of Phase I is estimated to be $60,000.00 and therefore can not be
completed unless approximately 90% the offering is sold. We have no plan to
engage in any alternative business if Bream ceases or suspends operations as
a result of not having enough money to complete any phase of the exploration
program.
Phase I will involve staking of open ground at a cost of $5,000.
Filing fees are anticipated to be $7,000. We will then initiate drilling for
soil sample areas of potential interest including 8 angle holes 300 feet long
across the suspected areas that indicate the presence of ore. Drilling and
assaying costs are expected to be approximately $34,000. Samples will be
assayed for gold, silver, arsenic, mercury, bismuth, and copper on 5 foot
intervals. The cost of permitting and geological analysis is estimated to be
$7,000. In addition, we anticipate incurring costs of $1,000 for soil and
rock sampling and $2,000 for data compilation fees. The total cost of Phase I
will is estimated to be $60,000 and will take approximately two months to
complete.
Upon completion of Phase I, we will determine the cost effectiveness
of proceeding to Phase II. We will undertake to have our data from Phase I
independently verified for accuracy by an independent registered engineer to
confirm the existence of mineral deposits. In addition, we will make
investigations into whether a buyer or a market exists for our mineral
products and analyze whether the minerals can be extracted by us for a profit.
If all the shares in this offering are sold, it will only be
adequate to finance Phase I. Assuming we decide to proceed with Phase II, we
will be required to obtain additional financing. Phase II will consist of
more extensive drilling of 9 angle holes averaging 300 feet across to
determine the extent, depth and dip of ore discovered in Phase I. We
anticipate incurring costs of $39,000 for drilling and assaying in addition
to $6,000 for drill site construction in Phase II. We will also incur costs
of $10,000 for a geologist $5,000 for permitting and reclamation. It is
anticipated that the total cost of Phase II will be $60,000. Phase II will
take approximately two months to complete.
Liquidity and Capital Resources
As of the date of this registration statement, we have yet to
generate
19
<Page>
any revenues from our business operations. Since our inception, Mr. England
has paid $12,500 in cash in exchange for 1,250,000 shares of common stock and
the remaining two shareholders have each paid $6,250 for 625,000 shares of
common stock each. This money has been utilized for organizational and
start-up costs and as operating capital. As of September 30, 2001 we had
sustained operating losses of $39,256.
We will be required to sell at least 50% of this offering before
commencing Phase I of our planned exploration program. In addition, unless
more than 90% of the offering is sold, we will not be able to complete Phase
I. Assuming sufficient funds are raised in this offering to complete Phase I,
we will be able evaluate within the next 12 months whether to proceed with
Phase II. Should we decide to proceed with Phase II, we will be required to
raise an additional $60,000.00.
According to the terms or our mining lease, as amended, we are
obligated by April 9, 2003 to pay a minimum royalty of $10,000. We will be
required to renegotiate the terms of the mineral lease in the event we are
unable to raise sufficient funds in time to meet this obligation.
Accordingly, the proceeds from this offering will only be sufficient to
sustain our operations for a period of six months while we proceed with Phase I.
LEGAL MATTERS
The validity of the shares offered under this prospectus is being
passed upon for us by Kennan E. Kaeder, Attorney at Law, Suite 1904, 110 West
C Street, San Diego, California 92101.
EXPERTS
The financial statements of Bream Ventures, Inc. for the period from
inception on March 9, 2001 through March 31, 2001 included in this prospectus
have been examined Amisano Hanson, Suite 604-750 West Pender Street,
Vancouver, Canada V6C 2T7, independent certified public accountants, as
indicated in their report, and are included in this prospectus in reliance on
the report given upon the authority of that firm as experts in accounting and
auditing.
AVAILABLE INFORMATION
We are filing a registration statement on Form SB-2 with the United
States Securities and Exchange Commission, under the Securities Act of 1933,
covering the securities in this offering. As permitted by rules and
regulations of the Commission, this prospectus does not contain all of the
information in the registration statement. For further information regarding
both Bream Ventures and the securities in this offering, we refer you to the
registration statement, including all exhibits and schedules, which may be
inspected without charge at the public reference facilities of the
Commission's Washington, D.C. office, 450 Fifth Street, N.W., Washington,
D.C. 20549. Copies may be obtained upon request and payment of prescribed
fees.
As of the effective date of this prospectus, we will become subject
to the information requirements of the Securities Exchange Act of 1934.
Accordingly, we will file reports and other information with the Commission.
These materials will be available for inspection and copying at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
20
<Page>
Copies of the material may be obtained from the public reference section of
the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains an Internet Web site located at
http://www.sec.gov that contains reports, proxy and information statements
and other information regarding issuers that file reports electronically with
the Commission. The site is accessible by the public through any Internet
access service provider.
Copies of our Annual, Quarterly and other Reports filed with the
Commission, starting with the Quarterly Report for the first quarter ended
after the date of this prospectus (due 45 days after the end of the quarter)
will also be available upon request, without charge, by writing Bream
Ventures, Inc. 207-1425 Marine Drive, West Vancouver, B.C., V7T 1B9.
21
<Page>
BREAM VENTURES, INC.
[A Pre-Exploration Stage Company]
FINANCIAL STATEMENTS
CONTENTS
<Table>
<Caption>
Page
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations, for the period from inception F-3
on March 9, 2001 through December 31, 2001
Statement of Cash Flows, for the period from inception F-4
March 9, 2001 through December 31, 2001
Statement of Stockholders' Equity, from inception F-5
on March 9, 2001 through December 31, 2001
Notes to Financial Statements F-6-9
</Table>
<Page>
[LETTERHEAD OF AMISANO HANSON]
INDEPENDENT AUDITORS' REPORT
To the Stockholders,
Bream Ventures, Inc.
We have audited the accompanying balance sheet of Bream Ventures, Inc. (A
Pre-exploration Stage Company) as of December 31, 2001 and the statements of
operations, stockholders' equity and cash flows for the period March 9, 2001
(Date of Incorporation) to December 31, 2001. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with 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 referred to above present fairly, in
all material respects, the financial position of Bream Ventures, Inc. as of
December 31, 2001 and the results of its operations and its cash flows for the
period from March 9, 2001 (Date of Incorporation) to December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements referred to above have been prepared
assuming that the company will continue as a going concern. As discussed in Note
1 to the financial statements, the company is in the pre-exploration stage, and
has no established source of revenue and is dependent on its ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other matters as set forth in Note 1, raise substantial doubt that
the company will be able to continue as a going concern. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Vancouver, Canada "AMISANO HANSON"
March 15, 2002, except Note 7 (ii), which is as of Chartered Accountants
April 9, 2002
F-1
<Page>
BREAM VENTURES, INC.
(A Pre-exploration Stage Company)
BALANCE SHEET
December 31, 2001
(STATED IN US DOLLARS)
<Table>
<Caption>
ASSETS
2001
----
Current
Cash $392
Accounts receivable 110
--------
$ 502
========
LIABILITIES
Current
Accounts payable $ 16,032
--------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.001 par value
10,000,000 shares authorized, none outstanding
Common stock, $0.001 par value
100,000,000 shares authorized
2,500,000 shares outstanding 2,500
Paid in capital 22,500
Deficit accumulated during the pre-exploration stage (40,530)
--------
(15,530)
--------
$ 502
========
Nature and Continuance of Operations - Note 1
Commitments - Note 3
Subsequent Events - Note 7
</Table>
SEE ACCOMPANYING NOTES
F-2
<Page>
BREAM VENTURES, INC.
(A Pre-exploration Stage Company)
STATEMENT OF OPERATIONS
for the period March 9, 2001 (Date of Incorporation) to December 31, 2001
(STATED IN US DOLLARS)
<Table>
<Caption>
March 9, 2001
(Date of Incor-
poration) to
December 31,
2001
----
Expenses
Bank charges $ 114
Management fees 5,000
Professional fees 25,212
Mineral property costs 5,860
Transfer agent fees 1,205
Filing fees 2,217
Incorporation costs 870
Office supplies 52
----------
Net loss for the period $ 40,530
==========
Basic loss per share $0.02
==========
Weighted average number of shares outstanding 2,268,519
==========
</Table>
SEE ACCOMPANYING NOTES
F-3
<Page>
BREAM VENTURES, INC.
(A Pre-exploration Stage Company)
STATEMENT OF CASH FLOWS
for the period March 9, 2001 (Date of Incorporation) to December 31, 2001
(STATED IN US DOLLARS)
<Table>
<Caption>
March 9, 2001
(Date of Incor-
poration) to
December 31,
2001
----
Cash Flows from Operating Activities
Net loss for the period $ (40,530)
Changes in non-cash working capital items related to
operations
Accounts receivable (110)
Accounts payable 16,032
---------
(24,608)
---------
Cash Flows from Financing Activity
Capital stock subscribed 25,000
---------
Increase in cash during the period 392
Cash, beginning of the period -
---------
Cash, end of the period $ 392
=========
Supplementary disclosure of cash flow information
Cash paid for:
Interest $ -
=========
Income Taxes $ -
=========
</Table>
SEE ACCOMPANYING NOTES
F-4
<Page>
BREAM VENTURES, INC.
(A Pre-exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
for the period March 9, 2001 (Date of Incorporation) to December 31, 2001
(STATED IN US DOLLARS)
<Table>
<Caption>
Deficit
Accumulated
Common Shares Additional During the
------------------------ Paid-in Pre-exploration
Number Par Value Capital Stage Total
------ --------- ---------- --------------- -----
Capital stock issued for cash
- at $0.01 2,500,000 $2,500 $22,500 $ - $ 25,000
Net loss for the period - - - (40,530) (40,530)
--------- ------ ------- -------- --------
Balance, as at December 31, 2001 2,500,000 $2,500 $22,500 $(40,530) $(15,530)
========= ====== ======= ======== ========
</Table>
SEE ACCOMPANYING NOTES
F-5
<Page>
BREAM VENTURES, INC.
(A Pre-exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
for the period March 9, 2001 (Date of Incorporation) to December 31, 2001
(STATED IN US DOLLARS)
Note 1 NATURE AND CONTINUANCE OF OPERATIONS
The company is in the pre-exploration stage. The company has entered
into a lease agreement to explore and mine a property located in the
state of Nevada, United States of America and has not yet determined
whether this property contains reserves that are economically
recoverable. The recoverability of amounts from the property will be
dependent upon the discovery of economically recoverable reserves,
confirmation of the company's interest in the underlying property, the
ability of the company to obtain necessary financing to satisfy the
expenditure requirements under the property agreement and to complete
the development of the property and upon future profitable production
or proceeds for the sale thereof.
These financial statements have been prepared on a going concern basis.
The company has a working capital deficiency of $15,530 and has
accumulated a deficit of $40,530 since inception. Its ability to
continue as a going concern is dependent upon the ability of the
company to generate 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.
The company was incorporated in Nevada on March 9, 2001 and its fiscal
year end is December 31, 2001.
Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the company 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 involves the use of
estimates which have been made using careful judgement. Actual results
may vary from these estimates.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below:
PRE-EXPLORATION STAGE COMPANY
The Company complies with Financial Accounting Standard Board Statement
No. 7 and The Securities and Exchange Commission Act Guide 7 for its
characterization of the Company as pre-exploration stage.
F-6
<Page>
Bream Ventures, Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
for the period March 9, 2001 (Date of incorporation) to December 31, 2001
(STATED IN US DOLLARS) - Page 2
MINERAL LEASE
Costs of lease acquisition, exploration, carrying and retaining
unproven mineral lease properties are expensed as incurred.
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".
BASIC LOSS PER SHARE
The company reports basic loss per share in accordance with the
Statement of Financial Accounting Standards No. 128, "Earnings Per
Share". Basic loss per share is computed using the weighted average
number of shares outstanding during the period. Diluted loss per share
has not been provided as it would be antidilutive.
FAIR VALUE OF FINANCIAL INSTRUMENT
The carrying value of accounts receivable, accounts payable and bank
indebtedness approximates fair value because of the short maturity of
these instruments.
Note 3 MINERAL LEASE - Note 7
By a lease agreement dated April 9, 2001 the company was granted the
exclusive right to explore, develop and mine the Panorama Project
mineral property located in Mineral County of the State of Nevada. The
term of the lease is for 15 years renewable for another 15 years so
long as conditions of the lease are met. Minimum royalty payments and
performance commitments are as follows:
Minimum Advance Royalty Payments:
The owner shall be paid a royalty of 3% of the net smelter returns from
all production. In respect to this royalty, the Company is required to
pay minimum advance royalty payments of the following:
- $5,000 upon execution (paid);
- $10,000 on April 9, 2002;
- $10,000 on April 9, 2003
- $10,000 on April 9, 2004
- $50,000 on April 9, 2005 and every April 9 thereafter
F-7
<Page>
Bream Ventures, Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
for the period March 9, 2001 (Date of incorporation) to December 31, 2001
(STATED IN US DOLLARS) - Page 3
The Company can reduce the net smelter return royalty to 0.75% by
payment of a buy-out price of $3,000,000. Advance royalty payments made
to the date of the buy-out will be applied to reduce the buy-out price.
Performance Commitment:
In the event that the Company terminates the lease after June 1 of any
year, it is required to pay all federal and state mining claim
maintenance fees for the next assessment year. The Company is required
to perform reclamation work on the property as required by federal,
state and local law for disturbances resulting from the Company's
activities on the property.
Note 4 DEFERRED 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 December 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 assts 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 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.
The following table summarizes the significant components of the
company's deferred tax assets:
<Table>
<Caption>
Total
-----
Deferred Tax Assets
Non-capital loss carryforward $ 6,080
Less valuation allowance (6,080)
-------
$ -
=======
</Table>
The amount taken into income as deferred tax assets must reflect that
portion of the income tax loss carryforwards that 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.
F-8
<Page>
Bream Ventures, Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
for the period March 9, 2001 (Date of incorporation) to December 31, 2001
(STATED IN US DOLLARS) - Page 4
Note 5 INCOME TAXES
No provision for income taxes has been provided for in these financial
statements due to the net loss. At December 31, 2001 the company has
net operating loss carryforwards, which expire commencing in 2021,
totalling approximately $40,530, the benefit of which has not been
recorded in the financial statements.
Note 6 NEW ACCOUNTING STANDARD
In June 1998, the Financial Accounting Standards board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities,"
which standardized the accounting for derivative instruments. SFAS is
effective for all fiscal quarters of all fiscal years beginning after
June 15, 1999. Adopting this standard will not have a significant
impact on the company's financial positions, results of operations or
cash flows.
Note 7 SUBSEQUENT EVENTS
(i) On January 29, 2002, the Company filed a prospectus with the
Securities and Exchange Commission on Form SB-2 for the sale and
issue of up to 1,800,000 common shares at $0.05 per share. This
prospectus is subject to regulatory approval.
(ii) On April 9, 2002, the Company entered into an extension agreement
for the Panorama Mineral Property which the lease term was amended
to a 20 year term with automatic extensions as long as the
conditions of the lease are met and the minimum advance royalty
was amended as follows:
Minimum Advance Royalty Payments:
- $5,000 upon execution (paid);
- $1,500 on April 9, 2002 (paid subsequent to December 31, 2001);
- $6,000 on October 9, 2002;
- $10,000 on April 9, 2003;
- $20,000 on April 9, 2004; and
- $50,000 on April 9, 2005 and every April 9 thereafter.
All other terms of the lease remain the same.
F-9
<Page>
BREAM VENTURES, INC.
[A Pre-Exploration Stage Company]
1,800,000 Shares
Common Stock
$0.05 Per Share
--------------
PROSPECTUS
--------------
BREAM VENTURES, INC.
5277 Marine Drive
West Vancouver, B.C.
V7W 2P5
, 2002
<Page>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer of the
Registrant is insured or indemnified in any manner against any liability
which he may incur in his capacity as such, is as follows:
1. Article XII of the articles of incorporation of Bream, filed
as Exhibit 3.1 to the Registration Statement.
2. Section 5 of the bylaws of Bream, filed as Exhibit 3.2 to the
Registration Statement.
3. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control
person, officer or director from liability, thereby making Bream responsible
for any expenses or damages incurred by such control person, officer or
director in any action brought against them based on their conduct in such
capacity, provided they did not engage in fraud or criminal activity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
The following table sets forth all estimated costs and expenses, other than
underwriting discounts, commissions and expense allowances, payable by the
issuer in connection with the maximum offering for the securities included in
this registration statement:
<Table>
<Caption>
Amount*
SEC Registration fee $22.50
Blue sky fees and expenses $1,000.00
Legal fees and expenses $10,000.00
Printing and shipping expenses $1,000.00
Accounting fees and expenses $5,000.00
Transfer and Miscellaneous expenses $1,000.00
Total $18,022.50
</Table>
* All expenses are estimated except the Commission filing fee.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
The following sets forth information relating to all previous sales
of Common stock by the Registrant which sales were not registered under the
Securities Act of 1933.
In connection with the organization of Bream, Anthony England, the
founding shareholder, President, Secretary-Treasurer and Director of our
company, has paid $12,500.00 cash to purchase 1,250,000 shares of common
stock on March 16, 2001. Brent Forgeron paid $6,250.00 cash to purchase
625,000 shares of common stock on April 18, 2001. Shane Barber paid $6,250.00
cash to purchase 625,000 shares of common stock on April 18, 2001. These
transactions were not registered under the Securities Act of 1933 (the "Act")
in reliance on the exemption from registration in Section 4(2) of the Act.
The securities were offered and sold without any general solicitation to
persons affiliated with the issuer. As a founding shareholder, these shares
are subject to the resale provisions of Rule 144 and may not be sold or
transferred without registration except in accordance with Rule 144.
Certificates representing the securities bear such a legend.
II-1
<Page>
ITEM 27. EXHIBITS INDEX.
<Table>
<Caption>
NUMBER EXHIBIT NAME
- ------ ------------
1.1 Subscription Agreement*
1.2 Subscription Agreement of Anthony England*
1.3 Subscription Agreement of Brent Forgeron*
1.4 Subscription Agreement of Shane Barber*
3.1 Articles of Incorporation*
3.2 By-Laws*
4.1 Specimen Stock Certificate*
5.1 Opinion Regarding Legality
10.1 Mining Lease*
10.2 Mining Claims*
10.3 Amended Mining Lease
23.1 Consent of Amisano Hanson
23.2 Consent of Kennan E. Kaeder*
23.3 Consent of Edward P. Jucevic*
99.1 Map*
</Table>
* Previously filed.
All other Exhibits called for by Rule 601 of Regulation S-B are not
applicable to this filing. Information pertaining to our common stock is
contained in our articles of incorporation and by-Laws.
ITEM 28. UNDERTAKINGS.
The undersigned registrant undertakes:
(1) To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
I. To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
II. To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post
effective amendment) which, individually or in the aggregate, represent a
fundamental change in the information in the registration statement;
III. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to the information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of securities at that time shall be deemed
to be the initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
Subject to the terms and conditions of Section 15(d) of the Securities
Exchange Act of 1934, the undersigned Registrant hereby undertakes to file
with the Securities and Exchange Commission any supplementary and periodic
information, documents, and reports as may be prescribed by any rule or
regulation of the Commission heretofore or hereafter duly adopted pursuant to
authority conferred to that section.
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 our certificate of incorporation or provisions of
Nevada law, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission the indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. If a
claim for indemnification against 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 a director, officer or controlling person
in connection with the securities being registered, the Registrant will,
unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether the indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of the
issue.
II-2
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form SB-2 and has duly caused this
registration statement to be signed on our behalf by the undersigned, in the
City of West Vancouver, B.C., on May 13, 2002.
(Registrant) Bream Ventures, Inc.
By (signature and title) /s/ ANTHONY ENGLAND
----------------------------------
President, Treasurer, and Director
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in the
capacities and on the dates stated.
(signature) /s/ ANTHONY ENGLAND
----------------------------------
(title) President, Chief Executive Officer,
Secretary, Chairman of the Board
(date) May 13, 2002
(signature) /s/ ANTHONY ENGLAND
----------------------------------
(title) Principal Financial Officer
(date) May 13, 2002
II-3
<Page>
INDEX TO EXHIBITS
<Table>
<Caption>
- ---------------------------------------------------------------
SEC REFERENCE TITLE OF DOCUMENT
NUMBER
- ----------------------------------------------------------------
1.1 Subscription Agreement*
- ----------------------------------------------------------------
1.2 Subscription Agreement of Anthony England*
- ----------------------------------------------------------------
1.3 Subscription Agreement of Brent Forgeron*
- ----------------------------------------------------------------
1.4 Subscription Agreement of Shane Barber*
- ----------------------------------------------------------------
3.1 Articles of Incorporation*
- ----------------------------------------------------------------
3.2 Bylaws*
- ----------------------------------------------------------------
4.1 Specimen Stock Certificate*
- ----------------------------------------------------------------
5.1 Opinion Regarding Legality
- ----------------------------------------------------------------
10.1 Mining Lease*
- ----------------------------------------------------------------
10.2 Mining Claims*
- ----------------------------------------------------------------
10.3 Amended Mining Lease
- ----------------------------------------------------------------
23.1 Consent of Amisano Hanson
- ----------------------------------------------------------------
23.2 Consent of Kennan E. Kaeder*
- ----------------------------------------------------------------
23.3 Consent of Edward P. Jucevic*
- ----------------------------------------------------------------
99.1 Map*
</Table>
* Previously filed.