As filed with the Securities and Exchange Commission on August 10, 1999.
Registration No. -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SIBUN RIVER GROUP, INC.
(Exact name of registrant as specified in its charter)
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Nevada 4959 76-0602958
(State or other jurisdiction
of (Primary Standard Industrial (I.R.S. Employer
incorporation or Classification Code Number) Identification No.)
organization)
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580 Hornby Street, Suite 210
Vancouver, British Columbia V6C 3B6, CANADA
(604) 687-6991
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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Agent for Service: With a Copy to:
Suzanne Wood, President James L. Vandeberg
Sibun River Group, Inc. Vandeberg Johnson & Gandara
580 Hornby Street, Suite 210 600 University Street, Suite 2424
Vancouver, British Columbia V6C 3B6, CANADA Seattle, Washington 98101
(604) 687-6991 (206) 386-8080
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act,
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
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Proposed Proposed
Title of each class of Amount maximum maximum
securities to be to be offering price aggregate Amount of
registered registered per unit offering price registration fee
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Common stock........... 2,500,000 shares $0.05 per share(1) $125,000.00 $34.75
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(1) No exchange or over-the-counter market exists for Sibun River Group,
Inc.'s common stock. There have been no sales of Sibun River Group, Inc.
common stock. Sibun River Group, Inc. believes that the filings of
comparable companies support a bona fide estimate of $0.05 per share as
the maximum offering price solely for the purpose of calculating the
amount of the registration fee pursuant to Rule 457(a) under the
Securities Act of 1933.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to such section 8(a), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+We will amend and complete the information in this prospectus. Although we +
+are permitted by US federal securities law to offer these securities using +
+this prospectus, we may not sell them or accept your offer to buy them until +
+the documentation filed with the sec relating to these securities has been +
+declared effective by the SEC. This prospectus is not an offer to sell these +
+securities or our solicitation of your offer to buy these securities in any +
+jurisdiction where that would not be permitted or legal. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION August 10, 1999.
Prospectus
, 1999
SIBUN RIVER GROUP, INC.
580 Hornby Street, Suite 210
Vancouver, British Columbia V6C 3B6, CANADA
(604) 687-6991
2,500,000 Shares of Common Stock
to be sold by current shareholders
This is the initial public offering of common stock of Sibun River Group,
Inc., and no public market currently exists for shares of Sibun River Group,
Inc.'s common stock. None of the proceeds from the sale of stock in this
offering will be available to Sibun River Group, Inc.. This prospectus is part
of a registration statement that permits selling shareholders to sell their
shares on a continuous or delayed basis in the future. Selling shareholders may
sell their shares to the public immediately upon the effectiveness of the
registration statement, or they may elect to sell some or all of their shares
at a later date. As a result, it is impracticable to state either the number of
shares that will be available to the public or their price. The most recent
issuance of Sibun River Group, Inc.'s common stock occurred on April 28, 1999
at a price of $0.001 per share.
This is not an underwritten offering, and Sibun River Group, Inc.'s stock is
not listed on any national securities exchange or the NASDAQ Stock Market.
Sibun River Group, Inc. intends to apply to have its shares traded on the OTC
bulletin board under the symbol:
"SIBU"
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 1.
Neither the SEC nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Nor have they made, nor will they make, any determination as to
whether anyone should buy these securities. Any representation to the contrary
is a criminal offense.
You should rely only on the information contained in this document. Sibun
River Group, Inc. has not authorized anyone to provide you with information
that is different. This document may only be used where it is legal to sell
these securities. The information in this document may only be accurate on the
date of this document.
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TABLE OF CONTENTS
Risk Factors.............................................................. 1
Use of Proceeds........................................................... 7
Determination of Offering Price........................................... 7
Dilution.................................................................. 7
Selling Shareholders...................................................... 7
Plan of Distribution...................................................... 8
Description of Capital Stock.............................................. 8
Interests of Named Experts and Counsel.................................... 8
Description of Business................................................... 9
Description of Property................................................... 12
Legal Proceedings......................................................... 12
Market Price of and Dividends on Capital Stock and Related Stockholder
Matters.................................................................. 12
Selected Financial Data................................................... 13
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 14
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure............................................................... 15
Directors and Executive Officers.......................................... 15
Executive Compensation.................................................... 15
Security Ownership of Certain Beneficial Owners and Management............ 16
Certain Relationships and Related Transactions............................ 16
Disclosure of Commission Position on Indemnification for Securities Act
Liabilities.............................................................. 16
Index to Financial Statements............................................. F-1
RISK FACTORS
You should carefully consider the following risk factors and all other
information contained in this prospectus before purchasing the common stock of
Sibun River Group, Inc. Investing in Sibun River Group, Inc.'s common stock
involves a high degree of risk. Any of the following risks could adversely
affect Sibun River Group, Inc.'s business, financial condition and results of
operations and could result in a complete loss of your investment. The risks
and uncertainties described below are not the only ones Sibun River Group, Inc.
may face. Additional risks and uncertainties not presently known or that are
currently deemed immaterial may also impair Sibun River Group, Inc.'s business
operations.
You Should Not Rely on Forward-Looking Statements Because They Are Inherently
Uncertain
You should not rely on forward-looking statements in this prospectus. This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as "anticipates", "believes", "plans",
"expects", "future", "intends" and similar expressions to identify these
forward-looking statements. This prospectus also contains forward-looking
statements attributed to certain third parties relating to their estimates
regarding the potential uses of Biocatalyst and markets for it. Prospective
investors should not place undue reliance on these forward-looking statements,
which apply only as of the date of this prospectus. Sibun River Group, Inc.'s
actual results could differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by Sibun River
Group, Inc. described in "Risk Factors" and elsewhere in this prospectus.
Risks Related to Sibun River Group, Inc.'s Business
Sibun River Group, Inc.'s success is dependent on a number of factors that
should be considered by prospective investors. Sibun River Group, Inc. has only
recently acquired its principal asset. It is a relatively young company and has
no history of earnings or profit and there is no assurance that it will operate
profitably in the future. As such, there is no assurance that Sibun River
Group, Inc. will provide a return on investment in the future.
Application of Biocatalyst Technology to Sewage and Waste Water Remediation
May Not Be Feasible
Sibun River Group, Inc. was formed in April of 1999 for the purpose of
exploiting a new technology into a practical and viable business in the field
of waste treatment. In a license agreement with David R. Mortenson &
Associates, Sibun River Group, Inc. acquired the rights to distribute and
produce Biocatalyst, an oxygen-enriched water product, for remediation of
sewage and waste water, whether in septic tanks or waste water treatment
facilities. Sibun River Group, Inc. believes that Biocatalyst can be used in
the remediation of sewage and waste water. A constant supply of oxygen-enriched
water to a treatment system can theoretically supply enough oxygen to sustain
aerobic microbe/bacterial growth. By using an aerobic process, as opposed to an
anaerobic process, the noxious odor sometimes associated with sewage processing
should be substantially reduced. No Biocatalyst generator has been successfully
installed and operated at any waste treatment facility, even on a test basis.
The initial step that Sibun River Group, Inc. plans to take, in conjunction
with David R. Mortenson & Associates and other licensees, is to identify a
waste treatment facility interested in participating in a trial. Sibun River
Group, Inc. may not be successful in locating a waste treatment facility
willing to test the technology. Sibun River Group, Inc. may be unable to reach
an agreement with other licensees regarding collaboration and sharing of
expenses. Even if a trial is conducted, the Biocatalyst sewage and waste water
remediation application may not prove to be either technically or economically
feasible. Any failure to establish the technical and economic feasibility of
the Biocatalyst sewage and waste water remediation application would adversely
affect Sibun River Group, Inc.'s financial condition and its prospects.
Sibun River Group, Inc. May Lose Its Biocatalyst License If It Fails to Meet
Its Minimum Purchase Requirements
Sibun River Group, Inc. has the exclusive right to distribute and market
Biocatalyst under a private label in New Jersey for a period of three years,
expiring April 5, 2002. To retain this right, Sibun River Group, Inc.
1
must purchase a minimum amount of product during each of the first two years of
its license. At current prices, Sibun River Group, Inc. would have to purchase
approximately 62,500 gallons of Biocatalyst by April 5, 2000, and a further
87,500 gallons by April 5, 2001, to retain its license. Sibun River Group, Inc.
currently has no prospective purchasers lined up, and does not yet know if the
Biocatalyst sewage and waste water remediation application will even be
feasible. Sibun River Group, Inc. does not intend to meet its minimum purchase
requirement simply by stockpiling an inventory of Biocatalyst. If Sibun River
Group, Inc. does not meet its minimum purchase requirement and does not
exercise its right to become a producer of Biocatalyst, Sibun River Group, Inc.
may be deemed to be in default under its License Agreement with David R.
Mortenson & Associates. David R. Mortenson & Associates would then be able to
terminate Sibun River Group, Inc.'s license rights to Biocatalyst, which would
adversely affect Sibun River Group, Inc.'s financial condition and its
prospects.
Sibun River Group, Inc. May Lose Its Biocatalyst License If It Does Not
Exercise Its Right to Become a Producer
If Sibun River Group, Inc. meets certain requirements, it has the right to
become a producer of Biocatalyst. To become a producer, Sibun River Group, Inc.
either would have to purchase a minimum of 5,000 gallons of Biocatalyst per
month for a minimum period of six consecutive months (which is highly
unlikely), or it would have to demonstrate its financial capability, pay David
R. Mortenson & Associates a one-time fee of $25,000, an additional one-time
payment of $10,000 to reimburse unspecified expenses, and pay minimum annual
royalties of $20,000. Sibun River Group, Inc.'s business plan will likely
require it to become a producer, because any waste-treatment client would
probably need a Biocatalyst generator installed on its premises. There is no
guarantee that sewage and waste water treatment facilities, the primary target
market, will conclude that reduced noxious odors are worth the price Sibun
River Group, Inc. would have to charge to make money producing and selling
Biocatalyst. Even if Sibun River Group, Inc. obtains a producer license, it may
be unable make the minimum royalty payments. Although the final terms of the
right to produce are subject to future negotiation, presumably the failure to
pay minimum royalties would be a default that would allow David R. Mortenson &
Associates to terminate the production license. Any termination of a producer
license would adversely affect Sibun River Group, Inc.'s financial condition
and its prospects.
Sibun River Group, Inc. May Lose Its Biocatalyst License If David R.
Mortenson & Associates Defaults Under Its Agreement with N.W. Technologies
David R. Mortenson & Associates granted the Biocatalyst license to Sibun
River Group, Inc. based on an agreement David R. Mortenson & Associates has
with N.W. Technologies, Inc., the owner of the Biocatalyst technology. If a
David R. Mortenson & Associates default under its agreement with N.W.
Technologies results in David R. Mortenson & Associates losing its Biocatalyst
rights, the rights David R. Mortenson & Associates has granted Sibun River
Group, Inc. would become meaningless. Similarly, any dispute between
David R. Mortenson & Associates and N.W. Technologies (or their successors)
could impair Sibun River Group, Inc.'s ability to fully exploit its license
rights. Any termination or impairment of Sibun River Group, Inc.'s license
rights due to circumstances under the control of David R. Mortenson &
Associates, N.W. Technologies or others with an interest in the Biocatalyst
technology could adversely affect Sibun River Group, Inc.'s financial condition
and its prospects.
Increases in Biocatalyst Prices Could Destroy Sibun River Group, Inc.'s
Profitability
There can be no guarantee that Sibun River Group, Inc. ever will be
profitable. If Sibun River Group, Inc. does become profitable, however, David
R. Mortenson & Associates has the right to increase Biocatalyst prices on 10
days notice by revising its published pricing schedule. If Sibun River Group,
Inc. becomes a producer of Biocatalyst, the final terms governing pricing of
raw materials will be subject to future negotiation. Assuming David R.
Mortenson & Associates retains the right to set prices for Biocatalyst and the
raw materials necessary to produce Biocatalyst, David R. Mortenson & Associates
could raise prices to its licensees. Any material price increases could
adversely affect Sibun River Group, Inc.'s profitability, financial condition
and its prospects.
2
Sibun River Group, Inc. May Undertake Investment Risks Shareholders Might Not
Otherwise Accept
Because Sibun River Group, Inc. has a limited time to develop a highly
speculative and unproven technology, Sibun River Group, Inc.'s management will
spend a significant portion of the time it devotes to Sibun River Group, Inc.
evaluating other business opportunities that may be available to Sibun River
Group, Inc. These opportunities may be related to the Biocatalyst product, or
they may be in a completely unrelated field. Sibun River Group, Inc. has had
discussions with a number of third parties regarding business opportunities,
but none of these discussions have reached the stage where an agreement in
principle is imminent. In any business opportunity reviewed by Sibun River
Group, Inc. thus far, significant business and economic issues would have to be
resolved in order to reach an agreement. Any asset acquisition or business
combination would likely include the issuance of a significant amount of Sibun
River Group, Inc.'s common stock, which would dilute the ownership interest of
holders of existing shares of Sibun River Group, Inc.'s common stock. Depending
on the nature of the transaction, Sibun River Group, Inc.'s stockholders may
not have an opportunity to vote on whether to approve it. As a result, Sibun
River Group, Inc.'s management could enter into a transaction that an investor
would not want to invest in. In such a case, an investor could not only lose
its entire investment, but could lose its entire investment on a business
decision it did not get to evaluate at the time of investing in Sibun River
Group, Inc.
Competitors Could Develop Alternative and More Cost-Effective Products to
Solve the Sewage and Waste Water Remediation Noxious Odor Problem
It is possible that an unknown competitor may have or develop a product that
could achieve results similar to or better than Biocatalyst. Sibun River Group,
Inc. is currently unaware of any other product that holds the same potential as
Biocatalyst to mitigate the noxious odors associated with sewage and waste
water remediation. It is not unthinkable, however, that a genetic engineering
company could develop a microbe that could anaerobically process sewage and
waste water while at the same time minimizing noxious odors. In addition, it is
also possible that another company could develop a product similar to
Biocatalyst that would minimize noxious odor by injecting additional oxygen
into the sewage and waste water remediation process. Sibun River Group, Inc.
may have to compete with such companies in the future if it succeeds in
establishing the feasibility of the Biocatalyst sewage and waste water
remediation application. Any development of a competing product could adversely
affect Sibun River Group, Inc.'s profitability, financial condition and its
prospects.
Government Regulation Could Adversely Affect Viability of Biocatalyst
Application
Waste treatment processes are subject to regulation by local, state and
federal environmental agencies. There can be no assurance that further
regulation and/or licensing will not emerge in the future. Although Sibun River
Group, Inc. believes that additional regulation could possibly be favorable if
it relates to odor mitigation, such further regulation or licensing could prove
to be burdensome, and impose significant additional costs on Sibun River Group,
Inc.'s business or subject Sibun River Group, Inc. to additional liabilities.
Any new regulations or licensing could damage Sibun River Group, Inc.'s
business, affect the profitability and perhaps the viability of Sibun River
Group, Inc.'s business plan, and cause the price of its common stock to
decline.
Heavy Dependence on One Individual Who Will Not Devote His Full Time and
Attention to Sibun River Group, Inc.'s Affairs Could Result in Delays or
Business Failure
Sibun River Group, Inc. currently has two individuals who are serving as the
sole officers and directors. Sibun River Group, Inc. will be heavily dependent
upon their skills, talents and abilities to implement its business plan and
may, from time to time, find that the inability of one or both of these
individuals to devote full time and attention to Sibun River Group, Inc.'s
affairs will result in delay(s) in progress towards the implementation of its
business plan or in a failure to implement its business plan. Moreover, Sibun
River Group, Inc. does not have employment agreements with either individual
and as a result, there is no assurance that either one or both will continue to
manage Sibun River Group, Inc.'s affairs in the future. The loss of the
services of either or both of these individuals could have a significant
adverse effect on Sibun River Group, Inc.'s business and could cause the price
of its stock to decline. The services of either or both of these
3
individuals would be difficult to replace. Because investors will not
necessarily be able to evaluate the merits of Sibun River Group, Inc.'s
business decisions, they should carefully and critically assess the information
concerning the officers and directors of Sibun River Group, Inc. See "Directors
and Executive Officers".
Year 2000 Issues Could Result in Sales or Inventory Difficulties
There is also risk due to Year 2000 issues. These issues arise because many
computerized systems use two digits rather than four digits to identify a year.
Date-sensitive systems may recognize the year 2000 as 1900 or some other date,
resulting in errors when information using the year 2000 date is processed. In
addition, similar problems may arise in some systems which use certain dates in
1999 to represent something other than a date. The effects of the Year 2000
issue may be experienced before, on, or after January 1, 2000, and, if not
addressed, the impact on operations and financial reporting may range from
minor errors to significant systems failure which could affect an entity's
ability to conduct normal business operations. It is not possible to be certain
that all aspects of the Year 2000 Issue affecting Sibun River Group, Inc.,
including those related to the efforts of customers, suppliers, or other third
parties, will be fully resolved. It is possible that one of Sibun River Group,
Inc.'s suppliers, such as a utility or the producer of Biocatalyst or Biomas,
or one of Sibun River Group, Inc.'s clients may become inoperative, and cause
Sibun River Group, Inc. to incur heavy expenses or losses. At present, due to
Sibun River Group, Inc.'s developmental stage, it has no critical systems that
it must test for Year 2000 compliance. However, Sibun River Group, Inc. cannot
be certain that it will not experience unanticipated negative consequences from
Year 2000 problems, or that it will be able to make any such modifications as
may become necessary in a timely, cost-effective and successful manner, and the
failure to do so could have a material adverse effect on Sibun River Group,
Inc.'s business and operating results.
Financial Risks
Sibun River Group, Inc. Has No Operating History and Financial Results Are
Uncertain
Sibun River Group, Inc. has no operating history or revenues from operations.
Sibun River Group, Inc.'s only resources have come from the private sale of
Sibun River Group, Inc.'s stock. Sibun River Group, Inc. faces all the risks of
a new business. It must be regarded as a new or "start-up" venture with all of
the unforeseen costs, expenses, problems and difficulties to which such
ventures are subject.
Because it has not yet begun operations, it is difficult to evaluate Sibun
River Group, Inc.'s business and its prospects. Its revenue and income
potential is unproven and its business model is still emerging. An investor in
Sibun River Group, Inc.'s common stock must consider the risks and difficulties
frequently encountered by early stage companies in new and rapidly evolving
markets. Sibun River Group, Inc.'s ability to achieve and then sustain
favorable operating results will depend on a number of factors, including costs
related to:
1) identifying a waste treatment facility to test the Biocatalyst
application;
2) testing the Biocatalyst application;
3) identifying and marketing to prospective purchasers;
4) purchasing the amounts of Biocatalyst or Biomas necessary for
operation and required by the license agreement, and increases in the cost
of product;
5) licensing and royalty fees;
6) loss of licensing rights;
7) evaluation and expense of entering into a new business opportunity;
8) the expense of delays in introducing or making any necessary
improvements to the Biocatalyst application; and
9) general economic conditions, as well as those specific to the related
industries.
As a result of Sibun River Group, Inc.'s limited operating history, it is
difficult to accurately forecast its potential revenue, and there is no
meaningful historical financial data upon which to base planned operating
expenses. Sibun River Group, Inc. expects to significantly increase its
operating expenses to test, market, distribute and produce Biocatalyst. Sibun
River Group, Inc. has not achieved profitability, and expects to incur
4
net losses for the foreseeable future and may never become profitable. Sibun
River Group, Inc.'s limited operating history makes it difficult to forecast
its future operating results. Sibun River Group, Inc. expects to continue to
incur increasing marketing, sales, product development and general and
administrative expenses. As a result it will need to generate significant
revenue and/or raise additional funds to achieve profitability. If Sibun River
Group, Inc. does not become profitable, it may be unable to maintain its
Biocatalyst License, which would adversely affect its financial condition and
prospects. If Sibun River Group, Inc. does achieve profitability, it cannot be
certain that it will sustain or increase it.
Because of its limited financial resources, Sibun River Group, Inc. will
likely be unable to diversify its activities to provide a hedge should its
business plan prove to be impractical.
Sibun River Group, Inc. May Need Additional Financing Which May Not Be
Available, or Which May Dilute the Ownership Interests of Investors
Sibun River Group, Inc. has very limited funds, and its funds are inadequate
to implement its business plan. Sibun River Group, Inc. will require
substantial working capital to fund its business. If Sibun River Group, Inc.
raises additional funds through the issuance of equity, equity-related or
convertible debt securities, these securities may have rights, preferences or
privileges senior to those of the rights of its common stock and its
stockholders may experience additional dilution.
Sibun River Group, Inc.'s ultimate success will depend on its ability to
raise additional capital. No commitments to provide additional funds have been
made by management or other shareholders. Sibun River Group, Inc. has not
investigated the availability, source or terms that might govern the
acquisition of additional financing. When additional capital is needed, there
is no assurance that funds will be available from any source or, if available,
that they can be obtained on terms acceptable to Sibun River Group, Inc.. If
not available, Sibun River Group, Inc.'s operations would be severely limited,
and it would be unable to implement its business plan.
Potential Business Combinations Could Be Difficult To Integrate, Disrupt
Business, Dilute Stockholder Value and Adversely Affect Operating Results
Sibun River Group, Inc. may consider a future financing or business
combination that, because of the size of the related stock issuance, would
result in a majority of the voting power being transferred to the investor(s).
The result would be that the new shareholder(s) would control Sibun River
Group, Inc. and persons unknown could replace Sibun River Group, Inc.'s
management. It is uncertain whether any such replacements would continue to
implement Sibun River Group, Inc.'s current business plan. In addition, Sibun
River Group, Inc.'s significant shareholders could sell their control block to
an outside party, resulting in the same type of situation. In either case, the
ownership interests of holders of existing shares of Sibun River Group, Inc.
stock will be diluted. Irrespective of whether Sibun River Group, Inc.'s cash
assets prove to be inadequate to meet its operational needs, Sibun River
Group, Inc. might seek to compensate providers of services by issuances of
stock in lieu of cash, which again would dilute ownership interests of
shareholders.
Sibun River Group, Inc. may make investments in or acquire complementary
products, technologies and businesses, or businesses completely unrelated to
Sibun River Group, Inc.'s current business plan. These acquisitions and
investments could disrupt its ongoing business, distract management and
employees and increase its expenses. If Sibun River Group, Inc. acquires a
company, it could face difficulties in assimilating that company's personnel
and operations. In addition, the key personnel of the acquired company may
decide not to work for Sibun River Group, Inc.. Acquisitions also involve the
need for integration into existing administration, services, marketing, and
support efforts. If the acquisition is financed by issuing equity securities,
interests of existing stockholders could be diluted. Any amortization of
goodwill or other assets, or other charges resulting from the costs of these
acquisitions, could adversely affect Sibun River Group, Inc.'s operating
results.
Sibun River Group, Inc. cannot predict the extent to which its liquidity and
capital resources will be diminished prior to consummation of a business
combination or whether its capital will be further depleted by the operating
losses (if any) of the business entity which Sibun River Group, Inc. may
eventually acquire.
5
Sibun River Group, Inc.'s shareholders may not have an opportunity to vote
on whether to enter into a business combination or acquisition. In the event
of a business combination, acquisition, or change in shareholder control,
Sibun River Group, Inc. may enter in to a new line of business which an
investor did not anticipate and in which that investor may not want to
participate. In such case, an investor could not only lose its entire
investment, but could lose its entire investment on a business decision it did
not get to evaluate at the time of investing in Sibun River Group, Inc..
Risks Related to the Securities Market
Sibun River Group, Inc. Common Stock Has No Prior Market, And Prices May
Decline After The Offering
There is no public market for Sibun River Group, Inc.'s common stock and no
assurance can be given that a market will develop or that any shareholder will
be able to liquidate his investment without considerable delay, if at all. The
trading market price of Sibun River Group, Inc.'s common stock may decline
below the offering price. If a market should develop, the price may be highly
volatile. In addition, an active public market for Sibun River Group, Inc.'s
common stock may not develop or be sustained. If Sibun River Group, Inc.'s
selling stockholders sell substantial amounts of common stock in the public
market, the market price of Sibun River Group, Inc.'s common stock could fall.
Factors such as those discussed in this "Risk Factors" section may have a
significant impact on the market price of Sibun River Group, Inc.'s
securities. Owing to the low price of the securities many brokerage firms may
not be willing to effect transactions in the securities. Even if a purchaser
finds a broker willing to effect a transaction in Sibun River Group, Inc.'s
common stock, the combination of brokerage commissions, state transfer taxes,
if any, and other selling costs may exceed the selling price. Further, many
lending institutions will not permit the use of such securities as collateral
for loans. Thus, a purchaser may be unable to sell or otherwise realize the
value invested in Sibun River Group, Inc. stock.
Investors May Face Significant Restrictions on the Resale of Sibun River
Group, Inc. Stock Due to State and Federal Laws and Regulations
Because Sibun River Group, Inc.'s securities have not been registered for
resale under the blue sky laws of any state, the holders of such shares and
those persons desiring to purchase them in any trading market that may develop
in the future should be aware that there may be significant state blue sky law
restrictions on the ability of investors to sell and on purchasers to buy
Sibun River Group, Inc.'s securities. Accordingly, investors should consider
the secondary market for Sibun River Group, Inc.'s securities to be a limited
one. Investors may be unable to resell their stock without the significant
expense of state registration or qualification.
In addition, the Securities and Exchange Commission has adopted a number of
rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-
2, 15g-3, 15g-4, 15g-5, 15g-6 and 15g-7 under the Securities and Exchange Act
of 1934, as amended. Because Sibun River Group, Inc.'s securities may
constitute "penny stock" within the meaning of the rules, the rules would
apply to Sibun River Group, Inc. and its securities. The rules may further
affect the ability of owners of Sibun River Group, Inc.'s shares to sell their
securities in any market that may develop for them.
Shareholders should be aware that, according to the Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high pressure sales tactics
and unrealistic price projections by inexperienced sales persons; (iv)
excessive and undisclosed bid-ask differentials and markups by selling broker-
dealers; and (v) the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level, along
with the inevitable collapse of those prices with consequent investor losses.
Sibun River Group, Inc.'s management is aware of the abuses that have occurred
historically in the penny stock market. Although Sibun River Group, Inc. does
not expect to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market, management will strive within
the confines of practical limitations to prevent the described patterns from
being established with respect to Sibun River Group, Inc.'s securities.
6
USE OF PROCEEDS
This prospectus is part of a registration statement that permits selling
shareholders to sell their shares on a continuous or delayed basis in the
future. Because this prospectus is solely for the purpose of selling
shareholders, Sibun River Group, Inc. will not receive any proceeds from the
sale of stock being offered.
DETERMINATION OF OFFERING PRICE
This offering is solely for the purpose of allowing Sibun River Group,
Inc.'s shareholders to sell their stock. The selling shareholders may sell
their shares when the registration statement becomes effective, or they may
elect to sell some or all of their shares at a later date. As the market
develops, the selling shareholders will determine the price for the stock.
DILUTION
This offering is for sales of stock by existing Sibun River Group, Inc.
shareholders on a continuous or delayed basis in the future. Sales of common
stock by shareholders will not result in any substantial change to the net
tangible book value per share before and after the distribution of shares by
the selling shareholders. There will be no change in net tangible book value
per share attributable to cash payments made by purchasers of the shares being
offered. Prospective investors should be aware, however, that the price of
Sibun River Group, Inc.'s shares may not bear any rational relationship to net
tangible book value per share.
SELLING SHAREHOLDERS
The following are the shareholders for whose accounts the shares are being
offered; the amount of securities owned by such shareholder prior to this
offering; the amount to be offered for such shareholder's account; and the
amount to be owned by such shareholder following completion of the offering:
Number Number Number of
of Shares of Shares Shares After
Name Owned Offered Sale(1)
---- --------- --------- ------------
Laurent Barbudaux........................... 200,000 200,000 0
Jimmy P. Beehner............................ 250,000 250,000 0
Marie M. Charles............................ 200,000 200,000 0
James R. Collins, D.V.M..................... 200,000 200,000 0
Jock R. Collins, D.V.M...................... 200,000 200,000 0
Terry Fowler................................ 200,000 200,000 0
Roy Donovan Hinton, Jr...................... 200,000 200,000 0
C.E. Kaiser................................. 200,000 200,000 0
David R. Mortenson.......................... 450,000 450,000 0
Joshua J. Mortenson......................... 200,000 200,000 0
Joshua D. Smetzer........................... 200,000 200,000 0
- --------
(1) This table assumes that each shareholder will sell all of its shares
available for sale during the effectiveness of the registration statement
that includes this prospectus. Shareholders are not required to sell their
shares. See "Plan of Distribution."
Mr. David Mortenson served as the president and a member of the Board of
Directors of Sibun River Group, Inc. from April, 1999, to July, 1999. Mr.
Beehner served as the secretary-treasurer and a member of the Board of
Directors of Sibun River Group, Inc. from April, 1999, to July, 1999. No other
selling shareholder has held any position or office or had any material
relationship with Sibun River Group, Inc. during the past three years.
7
PLAN OF DISTRIBUTION
This is not an underwritten offering. This prospectus is part of a
registration statement that permits selling shareholders to sell their shares
on a continuous or delayed basis in the future. Selling shareholders may sell
their shares to the public when the registration statement becomes effective,
or they may elect to sell some or all of their shares at a later date. Sibun
River Group, Inc. has not committed to keep the registration statement
effective for any set period of time.
While the registration statement is effective, selling shareholders may sell
their shares directly to the public, without the aid of a broker or dealer, or
they may sell their shares through a broker or dealer if Sibun River Group,
Inc.'s stock is authorized for inclusion on the OTC bulletin board. Any
commission, fee or other compensation of a broker or dealer would depend on
the brokers or dealers involved in the transaction.
No public market currently exists for shares of Sibun River Group, Inc.'s
common stock. Sibun River Group, Inc. intends to apply to have its shares
traded on the OTC bulletin board under the symbol "SIBU".
DESCRIPTION OF CAPITAL STOCK
The following description of Sibun River Group, Inc.'s capital stock does
not purport to be complete and is subject to and qualified in its entirety by
Sibun River Group, Inc.'s articles of incorporation and bylaws, which are
included as exhibits to the registration statement of which this prospectus
forms a part, and by the applicable provisions of Nevada law.
Sibun River Group, Inc.'s authorized capital consists of 25,000,000 shares
of common stock, par value $.001 per share. Immediately prior to this
offering, 2,500,000 shares were issued and outstanding. Each record holder of
common stock is entitled to one vote for each share held on all matters
properly submitted to the shareholders for their vote. The articles of
incorporation do not permit cumulative voting for the election of directors,
and shareholders do not have any preemptive rights to purchase shares in any
future issuance of Sibun River Group, Inc.'s common stock.
Because the holders of shares of Sibun River Group, Inc.'s common stock do
not have cumulative voting rights, the holders of more than 50% of Sibun River
Group, Inc.'s outstanding shares, voting for the election of directors, can
elect all of the directors to be elected, if they so choose. In such event,
the holders of the remaining shares will not be able to elect any of Sibun
River Group, Inc.'s directors.
The holders of shares of common stock are entitled to dividends, out of
funds legally available therefor, when and as declared by the Board of
Directors. The Board of Directors has never declared a dividend and does not
anticipate declaring a dividend in the future. In the event of liquidation,
dissolution or winding up of the affairs of Sibun River Group, Inc., holders
are entitled to receive, ratably, the net assets of Sibun River Group, Inc.
available to shareholders after payment of all creditors.
All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To the extent that
additional shares of Sibun River Group, Inc.'s common stock are issued, the
relative interests of existing shareholders may be diluted.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Neither Elliott Tulk Pryce Anderson nor Vandeberg Johnson & Gandara was
employed on a contingent basis in connection with the registration or offering
of Sibun River Group, Inc.'s common stock.
8
DESCRIPTION OF BUSINESS
General
Sibun River Group, Inc. was incorporated under the laws of the State of
Nevada on April 5, 1999, and is in its early developmental and promotional
stages. To date, Sibun River Group, Inc.'s only activities have been
organizational, directed at acquiring its principal asset, raising its initial
capital and developing its business plan. Sibun River Group, Inc. has not
commenced commercial operations. Sibun River Group, Inc. has no full time
employees and owns no real estate.
On April 5, 1999, Sibun River Group, Inc. acquired from David R. Mortenson &
Associates the rights to distribute and produce the oxygen-enriched water
product "Biocatalyst" in the state of New Jersey for the purpose of remediating
sewage and waste water, whether in septic tanks or waste water treatment
facilities. David R. Mortenson & Associates acquired these rights from the
inventor of the product, N.W. Technologies, Inc., under a distribution
agreement. The Biocatalyst technology's purpose is to improve the effectiveness
of existing processes that include an oxygenation process that takes place in a
liquid or solid environment. N.W. Technologies' Biocatalyst technology is
proprietary and not patented.
Background to Development of Biocatalyst
The technology behind Biocatalyst was developed by a Houston, Texas based
company, N.W. Technologies, for the bioremediation of oil spills. N.W.
Technologies discovered that by breaking the oil into colloidal (microscopic)
particles using a contact emulsifier, which also acts as a host for oil-eating
microbes, it could speed up the process of bioremediating spilled oil. By
breaking the oil into colloidal (microscopic) particles, the microbes have
access to an increased surface area of spilled oil (better access to the food
source). This increased access to the food source allows the microbes to
consume spilled oil more quickly.
The microbes need a ready supply of oxygen in order to consume the spilled
oil. Below six to twelve inches of soil depth, depending on soil type, oxygen
exchange is virtually non-existent, yet many oil spills reach far below that
level. Remediation companies have historically used a process called sparging
to oxygenate soils where bioremediation is being used. Sparging utilizes
perforated pipes placed in the affected area. Air is then pumped into them and
released through the perforations. Sparging is an expensive process to
implement and may result in the release of some of the volatile compounds to be
remediated, thus causing secondary air pollution.
To counter the problems with sparging, N.W. Technologies created Biocatalyst.
This is a water product with oxygen organically bonded to the water molecule.
When the microbe's extra-cellular enzymes come in contact with the water/oxygen
molecule structure, they release this oxygen, making it available to the
microbes. This process provides a means to deliver oxygen to the microbes at
depths below six to twelve inches of soil. N.W. Technologies and their
distributors/applicators have found that the use of Biocatalyst substantially
speeds up oil spill bioremediation times. N.W. Technologies has ceased using
ordinary water in the formulation of its products. Instead it uses Biocatalyst
because N.W. Technologies feels that Biocatalyst does everything that the water
does, while also providing extra oxygen needed by the oil-eating microbes.
Production of Biocatalyst
Biocatalyst is produced through an organic process that uses any water
source. The organic process takes place in a generator, which may be built
using standard off-the-shelf tankage, pumps and plumbing supplies. The
generator uses a six-foot by ten-foot print, and the total cost of an
industrial grade generator is approximately $5,000 per unit. With proper care
and maintenance, generators should last for years. An initial culture, which is
part of N.W. Technologies' proprietary process, is introduced into the
generator to create oxygen-enriched water. The generator then requires a
regular supply of "biomas", a proprietary product of N.W. Technologies, to keep
producing Biocatalyst.
9
Once a generator is set up and producing, production continues for the life
of the generator provided that water is available (minimum of 15 gallons per
hour, maximum 30 gallons per hour), that the generator is protected from
freezing, and that "biomas" is added 5 days per week. David R. Mortenson &
Associates has indicated a willingness to furnish end-users a production
package consisting of the generator, the initial culture to create the oxygen
enriched water, and a regular supply of "biomas" for the generator. The client
will supply a source of usable water, electrical power and staff to operate the
generator(s). As currently configured, each generator can produce 720 gallons
of raw undiluted product per day. Where more than this volume is needed,
multiple generators can be supplied.
Application of Biocatalyst to Sewage and Waste Water Remediation
Sibun River Group, Inc. believes that Biocatalyst can be used in the
remediation of sewage and waste water. A constant supply of oxygen-enriched
water to a treatment system can theoretically supply enough oxygen to sustain
aerobic microbe/bacterial growth. By using an aerobic process, as opposed to an
anaerobic process, the noxious odor sometimes associated with sewage processing
should be substantially reduced. As Biocatalyst is pumped into the treatment
system, select microbes that target the waste as a food source can be added to
assure optimal microbe population. Once a good colony of microbes is
established, no additional microbes should be needed unless the colony is
somehow killed.
Short-Term Plan of Operation
The license agreement with David R. Mortenson & Associates that provides the
rights to distribute and produce Biocatalyst includes a minimum purchase
requirement that must be met by April 5, 2000. Because the offering under this
prospectus is solely for selling shareholders, Sibun River Group, Inc. will
need to raise funds to develop its license rights. By raising additional funds,
the ownership interest of holders of existing shares of Sibun River Group,
Inc.'s common stock will be diluted.
Sibun River Group, Inc. plans to cooperate with David R. Mortenson &
Associates and licensees that have Biocatalyst sewage and waste water
remediation license rights in other territories to economize on the costs of
product research and development. No generator has been successfully installed
and operated at any waste treatment facility, even on a test basis. The initial
step that Sibun River Group, Inc. plans to take in conjunction with David R.
Mortenson & Associates and other licensees is to identify a waste treatment
facility interested in participating in a trial. Once the facility is
identified, Sibun River Group, Inc., David R. Mortenson & Associates and the
other licensees will develop a budget for installing the test generator and
agree on an allocation of its costs. Each participant would then raise its
required contribution, and in exchange it would have access to the trial run
results to be used in its marketing and for business planning purposes. Sibun
River Group, Inc. anticipates that it would raise its share by one or more
private offerings of its common stock. There is no written agreement to ensure
this cooperation. Sibun River Group, Inc.'s expectations concerning this
cooperation are based on informal communications with the parties and their
enlightened economic self-interests.
If the trial is successful from a technical standpoint, Sibun River Group,
Inc. would have to assess the economic feasibility of proceeding further. Under
its license agreement with David R. Mortenson & Associates, to become a
Biocatalyst producer Sibun River Group, Inc. would be required to pay David R.
Mortenson & Associates a one-time fee of $25,000, an additional one-time
payment of $10,000 to reimburse unspecified expenses, and minimum annual
royalties of $20,000. Although Sibun River Group, Inc.'s production rights are
subject to negotiation of a definitive agreement, prices for the biomas used to
produce Biocatalyst will likely be subject to change following notice from
David R. Mortenson & Associates. There is no guarantee that sewage and waste
water treatment facilities, the primary target market, will conclude that
reduced noxious odors are worth the price Sibun River Group, Inc. would have to
charge to make money producing and selling Biocatalyst.
Sibun River Group, Inc. recognizes that the Biocatalyst sewage and waste
water remediation application may turn out not to be feasible. To address this
possibility, Sibun River Group, Inc. continually evaluates other business
opportunities that may be available to it, whether in the form of asset
acquisitions or business combinations. Sibun River Group, Inc.'s management
will spend a significant portion of the time it devotes to
10
Sibun River Group, Inc. evaluating other business opportunities that may be
available to Sibun River Group, Inc.. These opportunities may be related to the
Biocatalyst product, or they may be in a completely unrelated field. Sibun
River Group, Inc. has had discussions with a number of third parties regarding
business opportunities, but none of these discussions have reached the stage
where an agreement in principle is imminent. In any business opportunity
reviewed by Sibun River Group, Inc. thus far, significant business and economic
issues would have to be resolved in order to reach an agreement. Any asset
acquisition or business combination would likely include the issuance of a
significant amount of Sibun River Group, Inc.'s common stock, which would
dilute the ownership interest of holders of existing shares of Sibun River
Group, Inc.'s common stock.
Industry Conditions and Competition
Sibun River Group, Inc. does not yet know whether the Biocatalyst sewage and
waste water remediation application will be a feasible money-making venture. It
does know, however, that if the application turns out to be successful, it will
hold an exclusive license in New Jersey until April 5, 2002, as long as it
meets its minimum purchase requirements or becomes a producer. Sibun River
Group, Inc. is currently unaware of any other product that holds the potential
to mitigate the noxious odors associated with sewage and waste water
remediation. It is not unthinkable, however, that a genetic engineering company
could develop a microbe that could anaerobically process sewage and waste water
while at the same time minimizing noxious odors. In addition, it is also
possible that another company could develop a product similar to Biocatalyst
that would minimize noxious odor by injecting additional oxygen into the sewage
and waste water remediation process. Sibun River Group, Inc. may have to
compete with such companies in the future if it succeeds in establishing the
feasibility of the Biocatalyst sewage and waste water remediation application.
Employees
Sibun River Group, Inc. is a development stage company and currently has no
employees. Management plans to use consultants, attorneys and accountants as
necessary and does not plan to engage any full-time employees in the near
future. Once Sibun River Group, Inc. establishes the feasibility of the
Biocatalyst sewage and waste water remediation application, its priority will
shift to developing and implementing a plan for marketing. The marketing plan
would focus on two major goals: identifying the most likely prospects for
installing generators and retaining one or more qualified individuals to market
the Biocatalyst sewage and waste water remediation application to those
prospects. Sibun River Group, Inc. would hire marketing employees based on the
projected size of the market and the compensation necessary to retain qualified
sales employees. A portion of any employee compensation likely would include
the right to acquire stock in Sibun River Group, Inc., which would dilute the
ownership interest of holders of existing shares of Sibun River Group, Inc.'s
common stock.
Available Information
Sibun River Group, Inc. has filed with the Securities and Exchange Commission
a registration statement on Form S-1 with respect to the common stock offered
by this prospectus. This prospectus, which constitutes a part of the
registration statement, does not contain all of the information set forth in
the registration statement or the exhibits and schedules which are part of the
registration statement. For further information with respect to Sibun River
Group, Inc. and its common stock, see the registration statement and the
exhibits and schedules thereto. Any document Sibun River Group, Inc. files may
be read and copied at the Commission's Public Reference Room located at 450
Fifth Street NW, Washington, D.C. 20549, as well as the public reference rooms
in New York, New York and Chicago, Illinois. Please call the Commission at 1-
800-SEC-0330 for further information about the public reference rooms. Sibun
River Group, Inc.'s filings with the Commission are also available to the
public from the Commission's website at http://www.sec.gov.
Upon completion of this offering, Sibun River Group, Inc. will become subject
to the information and periodic reporting requirements of the Securities
Exchange Act and, accordingly, will file periodic reports, proxy statements and
other information with the Commission. Such periodic reports, proxy statements
and other information will be available for inspection and copying at the
Commission's public reference rooms, and the website of the Commission referred
to above.
11
DESCRIPTION OF PROPERTY
Sibun River Group, Inc. currently maintains limited office space, occupied by
Ms. Wood, for which it pays no rent. Its address is 580 Hornby Street, Suite
210, Vancouver, British Columbia V6C 3B6, CANADA, and its phone number is (604)
687-6991. Sibun River Group, Inc. does not believe that it will need to obtain
additional office space at any time in the foreseeable future until its
business plan is more fully implemented.
LEGAL PROCEEDINGS
Sibun River Group, Inc. is not a party to any material pending legal
proceedings, and none of its property is the subject of a pending legal
proceeding. Further, the officer and director knows of no legal proceedings
against Sibun River Group, Inc. or its property contemplated by any
governmental authority.
MARKET PRICE OF AND DIVIDENDS ON CAPITAL
STOCK AND OTHER SHAREHOLDER MATTERS
No established public trading market exists for Sibun River Group, Inc.'s
securities. Sibun River Group, Inc. has no common equity subject to outstanding
purchase options or warrants. Sibun River Group, Inc. has no securities
convertible into its common equity. There is no common equity that could be
sold pursuant to Rule 144 under the Securities Act or that Sibun River Group,
Inc. has agreed to register under the Securities Act for sale by shareholders.
Except for this offering, there is no common equity that is being, or has been
publicly proposed to be, publicly offered by Sibun River Group, Inc..
As of May 31, 1999, there were 2,500,000 shares of common stock outstanding,
held by 11 shareholders of record. Upon effectiveness of the registration
statement that includes this prospectus, all of Sibun River Group, Inc.'s
outstanding shares will be eligible for sale.
To date Sibun River Group, Inc. has not paid any dividends on its common
stock and does not expect to declare or pay any dividends on its common stock
in the foreseeable future. Payment of any dividends will depend upon Sibun
River Group, Inc.'s future earnings, if any, its financial condition, and other
factors as deemed relevant by the Board of Directors.
12
SELECTED FINANCIAL DATA
The following selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements appearing elsewhere in this
prospectus. The statement of operations data set forth below for the period
from April 5, 1999, (inception) to April 30, 1999, and the balance sheet data
at April 30, 1999, are derived from Sibun River Group, Inc.'s audited
financial statements included elsewhere in this prospectus. The historical
results are not necessarily indicative of results to be expected for any
future period.
Inception to
April 30, 1999
--------------
STATEMENT OF OPERATIONS DATA:
Net sales...................................................... $ --
======
Loss from continuing operations................................ $ --
======
Loss per share from continuing operations...................... $ --
======
As of
April 30, 1999
--------------
BALANCE SHEET DATA:
Total assets................................................... $2,543
======
Sibun River Group, Inc. is in its early developmental and promotional
stages. To date, Sibun River Group, Inc.'s only activities have been
organizational, directed at acquiring its principal asset, raising its initial
capital and developing its business plan. Sibun River Group, Inc. has not
commenced commercial operations. As a result, the selected financial data
presented above bear no resemblance to the results that Sibun River Group,
Inc. expects when it begins operations. See "Risk Factors," "Description of
Business" and "Management's Discussion and Analysis of Financial Condition and
Results of Operations."
13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This prospectus contains forward-looking statements, the accuracy of which
involve risks and uncertainties. We use words such as "anticipates,"
"believes," "plans," "expects," "future," "intends" and similar expressions to
identify forward-looking statements. This prospectus also contains forward-
looking statements attributed to certain third parties relating to their
estimates regarding the potential uses of Biocatalyst and markets for it.
Prospective investors should not place undue reliance on these forward-looking
statements, which apply only as of the date of this prospectus. Sibun River
Group, Inc.'s actual results could differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced
by Sibun River Group, Inc. described in "Risk Factors" and elsewhere in this
prospectus. The following discussion and analysis should be read in
conjunction with Sibun River Group, Inc.'s Financial Statements and Notes
thereto and other financial information included elsewhere in this prospectus.
Results of Operations
During the period from April 5, 1999 (inception) through April 30, 1999,
Sibun River Group, Inc. has engaged in no significant operations other than
organizational activities, acquisition of the rights to market Biocatalyst and
preparation for registration of its securities under the Securities Act of
1933, as amended. No revenues were received by Sibun River Group, Inc. during
this period.
For the current fiscal year, Sibun River Group, Inc. anticipates incurring a
loss as a result of organizational expenses, expenses associated with
registration under the Securities Act of 1933, and expenses associated with
setting up a company structure to begin implementing its business plan. Sibun
River Group, Inc. anticipates that until these procedures are completed, it
will not generate revenues, and may continue to operate at a loss thereafter,
depending upon the performance of the business.
Liquidity and Capital Resources
Sibun River Group, Inc. remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or shareholders' equity. Consequently, Sibun River Group, Inc.'s
balance sheet as of April 30, 1999, reflects total assets of $2,543, in the
form of a license and capitalized organizational costs.
Sibun River Group, Inc. expects to carry out its plan of business as
discussed above. In addition, Sibun River Group, Inc. may engage in a
combination with another business. Sibun River Group, Inc. cannot predict the
extent to which its liquidity and capital resources will be diminished prior
to the consummation of a business combination or whether its capital will be
further depleted by the operating losses (if any) of the business entity with
which Sibun River Group, Inc. may eventually combine. Sibun River Group, Inc.
has engaged in discussions concerning potential business combinations, but has
not entered into any agreement for such a combination.
Sibun River Group, Inc. will need additional capital to carry out its
business plan or to engage in a business combination. No commitments to
provide additional funds have been made by management or other shareholders.
Accordingly, there can be no assurance that any additional funds will be
available on terms acceptable to Sibun River Group, Inc. or at all. Sibun
River Group, Inc. has no commitments for capital expenditures.
14
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Elliott Tulk Pryce Anderson has served as Sibun River Group, Inc.'s
independent auditor since inception, and Sibun River Group, Inc. has not had
any dispute with Elliott Tulk Pryce Anderson over accounting or financial
disclosure.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the name, age and position of each director
and executive officer of Sibun River Group, Inc.:
Name Age Position
---- --- --------
Suzanne Wood.............................. 42 President, Director
Frank Roberts............................. 66 Secretary, Treasurer, Director
Ms. Wood became the President and a member of the Board of Directors of Sibun
River Group, Inc. in July, 1999. Since 1986, Ms. Wood has been the principal of
Wood & Associates, financial management consultants providing services in
corporate financing and mergers and acquisitions. Ms. Wood is an accountant
with over 15 years' in experience in the finances and corporate management of
private and public companies. After graduating from the University of British
Columbia in 1980, Ms. Wood spent several years with Revenue Canada, Taxation,
primarily with its Business Audit Division. During this period she was enrolled
in and completed four levels of the Certified General Accountants Program. She
has completed the Canadian Securities Course and remains current in the changes
relating to securities matters through continued participation in the
Professional Development Program of The Institute of Chartered Accountants of
British Columbia. Ms. Wood is a director of Genetronics Biomedical Ltd., traded
under the symbol "GEB" on the American and Toronto Stock Exchanges.
Since 1984, Mr. Roberts has been the president and sole shareholder and
director of RSM Investor Network Inc., a consulting company providing services
to existing and emerging private and public companies, assisting such companies
with raising equity capital and providing management and communication
services. Prior to that, Mr. Roberts founded Steeplejack Services Ltd. in
Calgary, with four other partners. Steeplejack specialized in manufacturing,
leasing and sale of scaffolding and many construction related products. From
its inception in 1969 until he sold his interest in 1985, Mr. Roberts and his
partners built the company to be very successful with operations throughout
Canada.
The directors named above will serve until the first annual meeting of Sibun
River Group, Inc.'s shareholders. Thereafter, directors will be elected for
one-year terms at the annual shareholders' meeting. Officers will hold their
positions at the pleasure of the board of directors, absent any employment
agreement. No employment agreements currently exist or are contemplated. There
is no arrangement or understanding between the director and officer of Sibun
River Group, Inc. and any other person pursuant to which any director or
officer was or is to be selected as a director or officer.
The directors and officers of Sibun River Group, Inc. will devote their time
to Sibun River Group, Inc.'s affairs on an "as needed" basis. As a result, the
actual amount of time which they will devote to Sibun River Group, Inc.'s
affairs is unknown and is likely to vary substantially from month to month.
EXECUTIVE COMPENSATION
No officer or director has received any remuneration from Sibun River Group,
Inc.. Although there is no current plan in existence, it is possible that Sibun
River Group, Inc. will adopt a plan to pay or accrue compensation to its
officers and directors for services related to the implementation of Sibun
River Group, Inc.'s
15
business plan. Sibun River Group, Inc. has no stock option, retirement,
incentive, defined benefit, actuarial, pension or profit-sharing programs for
the benefit of directors, officers or other employees, but the Board of
Directors may recommend adoption of one or more such programs in the future.
Sibun River Group, Inc. has no employment contract or compensatory plan or
arrangement with any executive officer of Sibun River Group, Inc.. The
Director currently does not receive any cash compensation from Sibun River
Group, Inc. for his service as a member of the board of directors. There is no
compensation committee, and no compensation policies have been adopted. See
"Certain Relationships and Related Transactions."
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of May 31, 1999, Sibun River Group,
Inc.'s outstanding common stock owned of record or beneficially by each
executive officer and director and by each person who owned of record, or was
known by Sibun River Group, Inc. to own beneficially, more than 5% of Sibun
River Group, Inc.'s common stock, and the shareholdings of all executive
officers and directors as a group.
Shares Percentage of
Name Owned Shares Owned
- ---- ------- -------------
Laurent Barbudaux........................................ 200,000 8%
735 International Boulevard #111
Houston, Texas 77024
Jimmy P. Beehner......................................... 250,000 10%
P.O. Box 2370
Alvin, TX 77512
Marie M. Charles......................................... 200,000 8%
P.O. Box 34830
Houston, Texas 77034
James R. Collins, D.V.M.................................. 200,000 8%
7716 Windswept Lane
Houston, Texas 77063
Jock R. Collins, D.V.M................................... 200,000 8%
7627 Skyline Drive
Houston, Texas 77063
Terry Fowler............................................. 200,000 8%
545 Teal Drive
Dickinson, Texas 77539
Roy Donovan Hinton, Jr................................... 200,000 8%
P.O. Box 4456
Pasadena, Texas 77502
C.E. Kaiser.............................................. 200,000 8%
10220 Memorial Drive #67
Houston, Texas 77024
David R. Mortenson....................................... 450,000 18%
P.O. Box 5034
Alvin, Texas 77512
Joshua J. Mortenson...................................... 200,000 8%
808 Cemetery Road
Alvin, Texas 77511
Joshua D. Smetzer........................................ 200,000 8%
2101 Mustang Road #113
Alvin, Texas 77511
ALL EXECUTIVE OFFICERS & DIRECTORS AS A GROUP
(0 Individuals)....................................... 0 0%
16
All shares are held of record and each record shareholder has sole voting and
investment power. Sibun River Group, Inc. knows of no one who has the right to
acquire beneficial ownership in Sibun River Group, Inc. common stock. Other
than the sale of Sibun River Group, Inc. stock contemplated by this prospectus,
there are no arrangements known to Sibun River Group, Inc. the operation of
which may at a subsequent date result in a change of control of Sibun River
Group, Inc..
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No director, executive officer or nominee for election as a director of Sibun
River Group, Inc., and no owner of five percent or more of Sibun River Group,
Inc.'s outstanding shares or any member of their immediate family has entered
into or proposed any transaction in which the amount involved exceeds $60,000,
except as discussed below. Two owners of greater than five percent of Sibun
River Group, Inc.'s stock, David R. Mortenson and Jimmy P. Beehner, are the
principal of and an investor-participant, respectively, in David R. Mortenson &
Associates, the licensor of Sibun River Group, Inc.'s right to distribute and
produce the Biocatalyst oxygen-enriched water product. Mr. Beehner and Mr.
Mortenson were previously directors of Sibun River Group, Inc., and the
president and secretary-treasurer, respectively. They are no longer directors
or officers Sibun River Group, Inc.. If Sibun River Group, Inc. succeeds in
implementing its business plan, Sibun River Group, Inc. will make payments to
David R. Mortenson & Associates in the future that will exceed $60,000,
although the resulting benefits to Mr. Beehner and Mr. Mortenson may not
individually exceed $60,000.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Sibun River Group, Inc.'s bylaws provide that Sibun River Group, Inc. will
indemnify its officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings against them on
account of their being or having been directors or officers of Sibun River
Group, Inc., absent a finding of negligence or misconduct in the performance of
duty.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling Sibun
River Group, Inc. pursuant to the forgoing provisions,
Sibun River Group, Inc. has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.
17
INDEX TO FINANCIAL STATEMENTS
Sibun River Group, Inc.
(A Development Stage Company)
Independent Auditor's Report....................................... F-2
Balance Sheet as of April 30, 1999................................. F-3
Statement of Operations from April 5, 1999 (Date of Inception) to
April 30, 1999.................................................... F-4
Statement of Cash Flows from April 5, 1999 (Date of Inception) to
April 30, 1999.................................................... F-5
Statement of Stockholders' Equity from April 5, 1999 (Date of
Inception) to April 30, 1999...................................... F-6
Notes to the Financial Statements.................................. F-7 to F-8
F-1
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Sibun River Group, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Sibun River Group, Inc. (A
Development Stage Company) as of April 30, 1999 and the related statements of
operations, stockholders' equity and cash flows for the period from April 5,
1999 (Date of Inception) to April 30, 1999. 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 U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the aforementioned financial statements present fairly, in
all material respects, the financial position of Sibun River Group, Inc. (A
Development Stage Company), as of April 30, 1999, and the results of its
operations and its cash flows for the period from April 5, 1999 (Date of
Inception) to April 30, 1999, in conformity with U.S. generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has not generated any revenues or conducted
any operations since inception. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also discussed in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Elliott, Tulk, Pryce, Anderson
Chartered Accountants
Vancouver, Canada
July 20, 1999
F-2
SIBUN RIVER GROUP, INC.
(A Development Stage Company)
BALANCE SHEET
(expressed in U.S. dollars)
April 30,
1999
$
---------
ASSETS
------
License (Note 3)..................................................... 2,000
Organizational costs................................................. 543
-----
2,543
=====
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities.................................................. --
-----
Contingent Liability (Note 1)
Stockholders' Equity
Common Stock, 25,000,000 shares authorized with a par value of
$.001; 2,500,000 shares issued and outstanding.................... 2,543
Deficit Accumulated During the Development Stage................... --
-----
2,543
-----
2,543
=====
(The accompanying notes are an integral part of the financial statements)
F-3
SIBUN RIVER GROUP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(expressed in U.S. dollars)
From April 5, 1999
(Date of Inception)
to April 30, 1999
-------------------
Revenues.................................................... $
-----
Expenses.................................................... --
-----
Net Loss ................................................... --
=====
(The accompanying notes are an integral part of the financial statements)
F-4
SIBUN RIVER GROUP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(expressed in U.S. dollars)
From April 5, 1999
(Date of Inception)
to April 30, 1999
$
-------------------
Cash Flows to Operating Activities
Net loss................................................. --
-----
Net Cash Used by Operating Activities...................... --
-----
Cash Flows from Financing Activities
Increase in shares issued................................ 500
-----
Net Cash Provided by Financing Activities.................. 500
-----
Cash Flows to Investing Activities
Increase in organizational costs......................... (500)
-----
Net Cash Used in Investing Activities...................... (500)
-----
Change in cash............................................. --
Cash--beginning of period.................................. --
-----
Cash--end of period........................................ --
=====
Non-Cash Financing Activities
A total of 2,000,000 shares were issued at a fair market
value of $0.001 per share for the acquisition of a
License (Note 3)........................................ 2,000
Organization costs paid for by a director for no
consideration treated as additional paid in capital..... 43
-----
2,043
=====
Supplemental Disclosures
Interest paid............................................ --
Income tax paid.......................................... --
(The accompanying notes are an integral part of the financial statements)
F-5
SIBUN RIVER GROUP, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
From April 5, 1999 (Date of Inception) to April 30, 1999
(expressed in U.S. dollars)
Deficit
Accumulated
Common Stock During the
---------------- Development
Shares Amount Stage
# $ $
--------- ------ -----------
Balance--April 5, 1999 (Date of Inception)........ -- --
Stock issued for $500 of organizational
expenses....................................... 500,000 500
Additional paid in capital for organizational
expenses incurred by a director on behalf of
the Company.................................... -- 43
Stock issued for "The Biocatalyst License" at a
fair market value of $0.001 per share.......... 2,000,000 2,000
Net loss for the period......................... --
--------- ----- ----
Balance--April 30, 1999........................... 2,500,000 2,543 --
========= ===== ====
(The accompanying notes are an integral part of the financial statements)
F-6
SIBUN RIVER GROUP, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(expressed in U.S. dollars)
1. Development Stage Company
Sibun River Group, Inc. herein (the "Company") was incorporated in the State
of Nevada, U.S.A. on April 5, 1999. The Company has acquired a license to
market and distribute a product as discussed in Note 3.
In a development stage company, management devotes most of its activities to
establishing these new businesses. Planned principal activities have not yet
begun nor produced any revenues. The ability of the Company to emerge from the
development stage with respect to any planned principal business activity is
dependent upon its successful efforts to raise additional equity financing and
develop a market for its products.
2. Summary of Significant Accounting Policies
(a) Year end
The Company's fiscal year end is April 30.
(b) Licenses
Costs to acquire licenses are capitalized as incurred. These costs will be
amortized on a straight-line basis over their remaining estimated useful lives
upon the licenses becoming commercially viable or written-off to operations if
the licenses do not become commercially viable.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
(d) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
periods. Actual results could differ from those estimates.
3. License
On April 5, 1999 the Company acquired a license for a product called
Biocatalyst. The Company has the exclusive right to distribute and market the
product under a private label in the State of Texas for a period of three
years expiring April 5, 2002. Biocatalyst is an oxygen enriched water product
used to enhance the growth of microbes in soils, particularly at depths where
oxygen exchange is limited. The Company issued 2,000,000 shares at a fair
market value of $.001 or $2,000. The shares were issued to the licensor who
are members of a partnership and whose general partner is also a director and
officer of the Company. Once the Company purchases a minimum of 5,000 gallons
of product for a minimum period of six consecutive months, then a license will
be granted to the Company to produce the product in a location to be mutually
agreed upon. A producer license will also be granted if the Company can
demonstrate its financial capability, pay the licensor a one-time fee of
$25,000, an additional one-time payment of $10,000 to reimburse unspecified
expenses, and pay minimum annual royalties of $20,000. If no producing license
is granted then the Company is committed to purchase a minimum amount of
product during each of the first two years of its license. At current prices,
the Company would have to purchase approximately 62,500 gallons of Biocatalyst
by April 25, 2000, and a further 87,500 gallons by April 25, 2001 to retain
its license. The Company has the option to renew the license for an additional
three years.
F-7
4. Related Party Transaction
The License referred to in Note 3 was sold to the Company by a partnership
whose general manager is the spouse of the Secretary/Treasurer of the Company
and a director for consideration of 2,000,000 shares for total fair market
consideration of $2,000. These shares were paid evenly to the ten partners.
5. Uncertainty Due to the Year 2000 Issue
The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using the year 2000 dates is processed. In addition, similar problems may
arise in some systems which use certain dates in 1999 to represent something
other than a date. The effects of the Year 2000 Issue may be experienced
before, on, or after January 1, 2000, and, if not addressed, the impact on
operations and financial reporting may range from minor errors to significant
systems failure which could affect an entity's ability to conduct normal
business operations. It is not possible to be certain that all aspects of the
Year 2000 Issue affecting the Company, including those related to the efforts
of customers, suppliers, or other third parties, will be fully resolved.
F-8
Prospectus
, 1999
SIBUN RIVER GROUP, INC.
580 Hornby Street, Suite 210
Vancouver, British Columbia V6C 3B6, CANADA
(604) 687-6991
2,500,000 Shares of Common Stock
to be sold by current shareholders
Sibun River Group, Inc. has not authorized any dealer, salesperson or other
person to give you written information other than this prospectus or to make
representations as to matters not stated in this prospectus. You must not rely
on unauthorized information. This prospectus is not an offer to sell these
securities or a solicitation of your offer to buy the securities in any
jurisdiction where that would not be permitted or legal. Neither the delivery
of this prospectus nor any sales made hereunder after the date of this
prospectus shall create an implication that the information contained herein or
the affairs of Sibun River Group, Inc. have not changed since the date hereof.
Until , 1999 (90 days after the date of this prospectus),
all dealers that effect transactions in these shares of common stock may be
required to deliver a prospectus. This is in addition to the dealer's
obligation to deliver a prospectus when acting as an underwriter and with
respect to their unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The securities are being registered for the account of selling shareholders,
and all of the following expenses will be borne by such shareholders. The
amounts set forth are estimates except for the SEC registration fee:
SEC registration fee................................................ $ 35
Printing and engraving expenses..................................... 5,000
Attorneys' fees and expenses........................................ 9,000
Accountants' fees and expenses...................................... 1,500
Transfer agent's and registrar's fees and expenses.................. 500
Miscellaneous....................................................... 965
-------
Total............................................................. $17,000
=======
Item 14. Indemnification of Directors and Officers.
Pursuant to Nevada law, a corporation may indemnify a person who is a party
or threatened to be made a party to an action, suit or proceeding by reason of
the fact that he or she is an officer, director, employee or agent of the
corporation, against such person's costs and expenses incurred in connection
with such action so long as he or she has acted in good faith and in a manner
which he or she reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, in the case of criminal actions, had no
reasonable cause to believe his or her conduct was unlawful. Nevada law
requires a corporation to indemnify any such person who is successful on the
merits or defense of such action against costs and expenses actually and
reasonably incurred in connection with the action.
The bylaws of Sibun River Group, Inc., filed as Exhibit 3.2, provide that
Sibun River Group, Inc. will indemnify its officers and directors for costs and
expenses incurred in connection with the defense of actions, suits, or
proceedings against them on account of their being or having been directors or
officers of Sibun River Group, Inc., absent a finding of negligence or
misconduct in office. Sibun River Group, Inc.'s Bylaws also permit Sibun River
Group, Inc. to maintain insurance on behalf of its officers, directors,
employees and agents against any liability asserted against and incurred by
that person whether or not Sibun River Group, Inc. has the power to indemnify
such person against liability for any of those acts.
Item 15. Recent Sales of Unregistered Securities.
Set forth below is information regarding the issuance and sales of Sibun
River Group, Inc.'s securities without registration since its formation. No
such sales involved the use of an underwriter and no commissions were paid in
connection with the sale of any securities.
(a) On April 2, 1999, Sibun River Group, Inc. issued 500,000 shares of
common stock to two shareholders in satisfaction of certain organizational
costs (approximately $500) and activities performed by the shareholders.
The issuance of the shares was exempt from registration under Rule 506 of
Regulation D, and sections 3(b) and 4(2) of the Securities Act of 1933, as
amended, due to the shareholders being Sibun River Group, Inc.'s founders
and serving as its initial management, and the limited number of investors
(two).
(b) On April 28, 1999, Sibun River Group, Inc. issued a total of
2,000,000 shares of common stock to ten shareholders, one of whom is the
general partner of, and nine of whom are investor participants in, the
licensor of Sibun River Group, Inc.'s Biocatalyst rights. The issuance was
compensation for the license of the Biocatalyst rights. The issuance of the
common stock was exempt from registration under Rule 504 of Regulation D
and section 3(b) of the Securities Act of 1933, as amended. Sibun River
Group, Inc.'s shares
II-1
were valued at $0.001 per share, and they were issued to accredited
investors according to an exemption from registration under Texas law that
permits general solicitation and general advertising so long as sales are
made only to accredited investors. If the exemption under Rule 504 of
Regulation D is not available, Sibun River Group, Inc. believes that the
issuance was also exempt under Rule 506 of Regulation D and Sections 3(b)
and 4(2) under the Securities Act of 1933, as amended, due to limiting the
manner of the offering, promptly filing notices of sales, and limiting the
issuance of shares to a small number of accredited investors (ten).
Item 16(a). Exhibits.
Exhibit
Number Name
------- ----
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion re: Legality
10.1 License Agreement
10.2 Amendment No. 1 to License Agreement
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27.1 Financial Data Schedule
Item 16(b). Financial Statement Schedules.
As of April 30, 1999, Sibun River Group, Inc.:
. has no valuation or qualifying accounts
. does not have a substantial portion of its business devoted to acquiring
and holding for investment real estate or interests therein
. has no subsidiaries
. has no investments in mortgage loans on real estate.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(b) 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 thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
II-2
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that
is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Vancouver, Province of
British Columbia, CANADA, on August 10, 1999.
SIBUN RIVER GROUP, INC.
/s/ Suzanne Wood
By: ___________________________
Suzanne Wood
Its President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Suzanne Wood President and Director August 10, 1999
____________________________________
Suzanne Wood
II-4
INDEX TO EXHIBITS
Exhibit
Number Name
------- ----
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion re: Legality
10.1 License Agreement
10.2 Amendment No. 1 to License Agreement
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (see Exhibit 5.1)
27.1 Financial Data Schedule