U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2/A
Amendment No. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORMARK VENTURES CORP.
(Exact name of Registrant as specified in its charter)
NEVADA 1041 98-0233347
- ------ ---- ----------
(State or other Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Number
Norman Wareham, President
3575 Emerald Drive
N. Vancouver, British Columbia, Canada V7R 3B6
- ------------------------------------------ ---------
(Name and address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (604) 506-4003
Approximate date of commencement of proposed As soon as
sale to the public: practicable after the
effective date of
this Registration Statement.
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
- --------------------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
- --------------------------------------------------------------------------------
Common Stock 4,100,000 shares $0.02 $82,000 $7.54
- --------------------------------------------------------------------------------
(1) Based on last sales price on March 15, 2001
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
COPIES OF COMMUNICATIONS TO:
Michael A. Cane, Esq.
2300 W. Sahara Blvd., Suite 500
Las Vegas, NV 89102
(702) 312-6255
Fax: (702) 312-6249
Agent for service of process
SUBJECT TO COMPLETION, Dated May 7, 2002
PROSPECTUS
NORMARK VENTURES CORP.
4,100,000 SHARES
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering all of our shares
of common stock offered through this prospectus. The shares were acquired by
the selling shareholders directly from us in a private offering of our common
stock that was exempt from registration under the US securities laws. We have
set an offering price for these securities of $0.02 per share.
Our common stock is presently not traded on any market or securities exchange.
- --------------------------------------------------------------------------------
Proceeds to Selling
Shareholders Before
Expenses and
Offering Price Commissions Commissions
--------------- ----------- -----------
Per Share $0.02 Not Applicable $0.02
Total $82,000 Not Applicable $82,000
- --------------------------------------------------------------------------------
----------------
The purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled "Risk Factors" on pages 5 - 10.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
----------------
The Date Of This Prospectus Is: May 7, 2002
TABLE OF CONTENTS
PAGE
----
Summary 4
Risk Factors 6
If We Do Not Obtain Additional Financing,
Our Business Will Fail 6
If We Complete A Financing Through The Sale Of
Additional Shares Of Our Common Stock, Then
Shareholders Will Experience Dilution 6
If We Do Not Conduct Mineral Exploration On Our
Mineral Claims Or Pay Fees In Lieu Of Mineral
Exploration, Then Our Mineral Claims Will Lapse 6
Because We Have Not Commenced Business Operations,
We Face A High Risk of business failure 7
Because We Anticipate Our Operating Expenses
Will Increase Prior To Our Achieving Revenues,
We Expect Significant Losses Prior
to any Profitability 7
Because Of The Speculative Nature Of Exploration
Of Mining Properties, There Is Substantial Risk
That No Commercially Exploitable Minerals
Will Be Found And Our Business Will Fail 7
Because Of The Inherent Dangers Involved In Mineral
Exploration, There Is A Risk That We May Incur
Liability Or Damages As We Conduct Our Business 7
Even If We Discover Commercial Reserves Of Precious
Metals On Our Mineral claims, We May Not Be Able
to Successfully Obtain Commercial Production 8
Because Access To Our Mineral Claims is Often
Restricted by Inclement Weather, We Will Be Delayed
in Our Exploration and Any Future Mining Efforts 8
Because Of Our Limited Resources And The Speculative
Nature Of Our Business,
If We Do Not Obtain Clear Title To The Mining
Properties, Our Business May Fail 8
If We Are Unable To Hire And Retain Key Personnel,
We May Not Be Able To Implement Our Business
Plan And Our Business Will Fail 9
Because Our Sole Executive Officer Does Not Have
Formal Training Specific To The Technicalities
Of Mineral Exploration, There Is A Higher Risk
Our Business Will Fail 9
Because Our Sole Executive Officer Has Other
Business Interests, He May Not Be Able Or Willing
To Devote A Sufficient Amount Of Time To Our
Business Operations, Causing Our Business To Fail 9
Because We Will Be Subject To Compliance With
Government Regulation,
Our Anticipated Cost Of Our Exploration
Program May Increase 9
If We Receive Positive Results From Our
Exploration Program And We Determine To Pursue
Commercial Production, Then We May Be Subject
To An Environmental Review Process That May Delay
Or Prohibit Our Proceeding To Commercial Production 10
If A Market For Our Common Stock Does Not Develop,
Our Investors Will Be Unable To Sell their Shares 10
2
Because Mr. Wareham Owns 51.2% of Our Outstanding
Common Stock and Serves As Our President and
Sole Director, Investors May Find That Corporate
Decisions Made or Influenced by Mr. Wareham Are
Inconsistent with the Best Interests of Other Stockholders 10
If A Market For Our Common Stock Develops, Our Stock
Price May Be Volatile 11
If The Selling Shareholders Sell A Large Number Of
Shares All At Once Or In Blocks, The Market Price
Of Our Shares Would Most Likely Decline 11
Because Our Stock Is Penny Stock, Shareholders
Will Be Limited In Their Ability To Sell Their Stock 11
Use of Proceeds 12
Determination of Offering Price 12
Dilution 12
Selling Shareholders 12
Plan of Distribution 17
Legal Proceedings 18
Directors, Executive Officers, Promoters
and Control Persons 18
Security Ownership of Certain Beneficial
Owners and Management 21
Description of Securities 22
Interest of Named Experts and Counsel 23
Disclosure of Commission Position of
Indemnification for Securities Act Liabilities 24
Organization Within Last Five Years 24
Description of Business 25
Plan of Operations 31
Description of Property 34
Certain Relationships and Related Transactions 34
Market for Common Equity and
Related Stockholder Matters 35
Executive Compensation 37
Financial Statements 38
Changes in and Disagreements with Accountants 38
Available Information 39
Until ______, all dealers that effect transactions in these securities whether
or not participating in this offering, may be required to deliver a prospectus.
This is in addition to the dealer' obligation to deliver a prospectus when
acting as underwriters and with respect to their unsold allotments or
subscriptions.
3
SUMMARY
Normark Ventures Corp.
We are in the business of mineral exploration. To date, we have relied upon the
mineral exploration of others and have not yet conducted any mineral exploration
ourselves. We purchased four mineral claims located in the Whitehorse Mining
District of the Yukon Territory, Canada from Mr. Glen MacDonald on April 30,
2001 for CDN $10,000 (approximately US $6,416). We refer to these mineral
claims as the Wheaton River mineral claims. We acquired a 100% interest in the
Wheaton River mineral claims, subject to a 2% net smelter returns royalty that
we have agreed to pay to Mr. MacDonald in the event that we enter into
production of the Wheaton River mineral claims. We determined to proceed with
the purchase of the Wheaton River mineral claims based on the fact that previous
mineral exploration work completed on the property indicated that the geology of
the mineral claims was similar to the geology of other gold bearing mineral
claims in the area of the Wheaton River mineral claims. We presently plan to do
preliminary exploration work to search for economic mineralization on these
claims.
Our plan of operations is to conduct mineral exploration activities on the
Wheaton River mineral claims in order to assess whether these claims possess
commercially exploitable gold and silver mineral reserves. We have not, nor
has any predecessor, identified any commercially exploitable reserves on these
mineral claims. Our proposed exploration program is designed to explore for
commercially exploitable deposits. We are an exploration stage company and as
such no commercially viable mineral deposit may exist on our mineral claims.
We were incorporated on July 27, 2000 under the laws of the state of Nevada.
Our principal offices are located at 3575 Emerald Drive, North Vancouver,
British Columbia, Canada V7R 3B6. The telephone number of our principal
executive office is (604) 506-4003.
The Offering
Securities Being Offered: Up to 4,100,000 shares of common stock at $0.02
per share.
Offering Price and Alternative
Plan of Distribution The offering price is $0.02 per share. We intend
to apply for the trading of our common stock on
the Over-The-Counter Bulletin Board upon our
becoming a reporting company under the Securities
Exchange Act of 1934. If our stock becomes so
traded, the actual price of sale will then vary
according to the selling decisions of each selling
shareholder and the market for our stock at the
time of resale. The offering price would thus be
determined by market factors and the independent
decisions of the selling shareholders.
Minimum Number of Shares None.
To Be Sold in This Offering
4
Securities Issued
And to be Issued 8,400,000 shares of our common stock are issued
and outstanding as of the date of this prospectus.
All of the 4,100,000 shares of common stock to be
sold under this prospectus will be sold by
existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
5
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL
If We Do Not Obtain Additional Financing, Our Business Will Fail
Our current operating funds are less than necessary to complete the exploration
of the optioned mineral claims, and therefore we will need to obtain additional
financing in order to complete our business plan. We had cash in the amount of
$6,160 as of January 31, 2002. We currently do not have any operations and we
have no income. Our business plan calls for significant expenses in connection
with the exploration of our mineral claims and the development of these mineral
claims if our exploration indicates that our mineral claims possess commercially
exploitable mineral reserves. We have obtained a geological report on our
mineral claims that recommends a three-phase exploration program. While we have
sufficient funds to carry out phase one of the recommended exploration program
on our mineral claims, we will require additional financing in order to complete
phase two and phase three of the recommended exploration program in full. We
will also require additional financing if the cost of the exploration of our
mineral claims is greater than anticipated. We will require additional
financing to sustain our business operations if we are not successful in earning
revenues once exploration is complete. We do not currently have any
arrangements for financing and we may not be able to find such financing if
required. Obtaining additional financing would be subject to a number of
factors, the known material factors being market prices for gold and silver,
investor acceptance of our mineral claims, and investor sentiment. These
factors may make the timing, amount, terms or conditions of additional financing
unavailable to us. See discussion of three-phase exploration program beginning
on page 31 of this registration statement under the heading, "Description of
Business, Recommendations of Geological Report."
If We Complete A Financing Through The Sale Of Additional Shares Of Our Common
Stock, Then Shareholders Will Experience Dilution
The most likely source of future financing presently available to us is through
the sale of shares of our common stock. Any sale of share capital will result
in dilution to existing shareholders. The only other anticipated alternative
for the financing of further exploration would be the offering by us of an
interest in our mineral claims to be earned by another party or parties carrying
out further exploration, which is not presently contemplated.
If We Do Not Conduct Mineral Exploration On Our Mineral Claims Or Pay Fees In
Lieu Of Mineral Exploration, Then Our Mineral Claims Will Lapse
We must complete mineral exploration work on our Wheaton River mineral claims
and make filings with the Yukon Territory regarding the work completed or pay
filing fees in lieu of completing work
6
on our claims. If we do not conduct any mineral exploration on our claims or
make the required payments in lieu of completing mineral exploration, then our
claims will lapse and we will lose all interest that we have in these mineral
claims. The expiry date of our mineral claims is currently November 27, 2002.
Because We Have Not Commenced Business Operations, We Face A High Risk Of
Business Failure.
We have not begun the initial stages of exploration of our mineral claims, and
thus have no way to evaluate the likelihood that we will be able to operate the
business successfully. We were incorporated on July 27, 2000 and to date have
been involved primarily in organizational activities, the acquisition of our
mineral claims and obtaining a geological report on our mineral claims. We have
not earned any revenues as of the date of this prospectus. Potential investors
should be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. Known material
potential problems include unanticipated problems relating to exploration and
additional costs and expenses that may exceed current estimates.
Because We Anticipate Our Operating Expenses Will Increase Prior To Our
Achieving Revenues, We Expect Significant Losses Prior To Any Profitability
Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore
expect to incur significant losses into the foreseeable future. We recognize
that if we are unable to generate significant revenues from the exploration of
our mineral claims and the production of minerals thereon, if any, we will not
be able to earn profits or continue operations. There is no history upon which
to base any assumption as to the likelihood that we will prove successful.We may
not generate any operating revenues or ever achieve profitable operations. If we
are unsuccessful in addressing these risks, our business will most likely fail.
Because Of The Speculative Nature Of Exploration Of Mining Properties, There Is
Substantial Risk That No Commercially Exploitable Minerals Will Be Found And Our
Business Will Fail.
The search for valuable minerals as a business is extremely risky. Our mineral
claims may not contain commercially exploitable reserves of gold and silver.
Exploration for minerals is a speculative venture necessarily involving
substantial risk. The expenditures to be made by us in the exploration of our
mineral claims may not result in the discovery of commercial quantities of ore.
Material risks are unusual or unexpected formations and other conditions
involved in mineral exploration that often result in unsuccessful exploration
efforts. In such a case, we would be unable to complete our business plan.
Because Of The Inherent Dangers Involved In Mineral Exploration, There Is A Risk
That We May Incur Liability Or Damages As We Conduct Our Business.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards. Typically, these hazards concern
pollution, cave-ins and other hazards
7
against which we cannot insure or against which we may elect not to insure. The
payment of such liabilities may have a material adverse effect on our financial
position.
Even If We Discover Commercial Reserves Of Precious Metals On Our Mineral
claims, We May Not Be Able to Successfully Obtain Commercial Production
Our mineral claims do not contain any known mineral reserves. If our
exploration programs are successful in establishing reserves of commercial
tonnage and grade, we will require additional funds in order to place the
mineral claims into commercial production. We may not be able to obtain these
additional funds needed to begin commercial production.
Because Access To Our Mineral Claims is Often Restricted by Inclement Weather,
We Will Be Delayed in Our Exploration and Any Future Mining Efforts
Access to the Wheaton River mineral claims is restricted to the period between
May and October of each year due to snow and storms in the area. As a result,
any attempts to test, explore or mine the property is largely limited to the few
months out of the year when weather permits such activities. These limitations
can result in significant delays in exploration efforts, as well as mining and
production in the event that commercial amounts of minerals are found. Such
delays can have a significant negative effect on our results of operations.
Because Of Our Limited Resources And The Speculative Nature Of Our Business,
There Is A Substantial Doubt As To Our Ability To Continue As A Going Concern.
The report of Davidson & Company, our independent auditors, to our audited
financial statements for the period ended April 30, 2001, indicates that there
are a number of factors that raise substantial doubt about our ability to
continue as a going concern. Those factors affecting the continued operations
of Normark Ventures and the recoverability of mineral property costs are the
existence of economically recoverable reserves, confirmation of Normark
Ventures' interest in the underlying mineral claims, the ability of Normark
Ventures to obtain necessary financing to complete the development and upon
future profitable production. If Normark Ventures is not able to continue as a
going concern, it is likely investors will lose their investment.
If We Do Not Obtain Clear Title To The Mining Properties, Our Business May Fail.
While we have obtained a geological report with respect to our mineral
properties, this should not be construed as a guarantee of title. The
properties may be subject to prior unregistered agreements or transfers or
native land claims, and title may be affected by undetected defects. Our
mineral claims have not been surveyed and therefore, the precise locations and
areas of the properties may be in doubt.
8
RISKS RELATED TO OUR MARKET AND STRATEGY
If We Are Unable To Hire And Retain Key Personnel, We May Not Be Able To
Implement Our Business Plan And Our Business Will Fail
Our success will be largely dependent on our ability to hire highly qualified
personnel with experience in geological exploration. These individuals may be
in high demand and we may not be able to attract the staff we need. In
addition, we may not be able to afford the high salaries and fees demanded by
qualified personnel, or may lose such employees after they are hired.
Currently, we have not hired any key personnel. Our failure to hire key
personnel when needed would have a significant negative effect on our business.
Because Our Sole Executive Officer Does Not Have Formal Training Specific To The
Technicalities Of Mineral Exploration, There Is A Higher Risk Our Business Will
Fail
While Mr. G.W. Norman Wareham, our sole executive officer and a director, has
experience as a director of several mineral exploration companies, he does not
have formal training as a geologist or in the technical aspects of management of
a mineral exploration company. As a result of this inexperience, there is a
higher risk of our being unable to complete our business plan for the
exploration of our mineral claims. In addition, we will have to rely on the
technical services of others with expertise in geological exploration in order
for us to carry our planned exploration program. If we are unable to contract
for the services of such individuals, it will make it difficult and maybe
impossible to pursue our business plan. There is thus a higher risk of business
failure.
Because Our Sole Executive Officer Has Other Business Interests, He May Not Be
Able Or Willing To Devote A Sufficient Amount Of Time To Our Business
Operations, Causing Our Business To Fail
Mr. Wareham, our sole director and executive officer, presently spends
approximately 15% of his business time on business management services for our
company. While Mr. Wareham presently possesses adequate time to attend to our
interests, it is possible that the demands on Mr. Wareham from his other
obligations could increase with the result that he would no longer be able to
devote sufficient time to the management of our business. In addition, Mr.
Wareham may not possess sufficient time for our business if the demands of
managing our business increased substantially beyond current levels.
RISKS RELATED TO LEGAL UNCERTAINTY
Because We Will Be Subject To Compliance With Government Regulation, Our
Anticipated Cost Of Our Exploration Program May Increase
There are several governmental regulations that materially restrict the use of
ore. We will be subject to the Quartz Mining Act of the Yukon Territory and the
Canada Department of Indian and Northern Affairs - Land Use Branch as we carry
out our exploration program. We may be required to obtain land use permits and
perform remediation work for any physical disturbance to the land in order to
comply with these regulations. There is also a risk that new regulations could
increase our costs of doing business and prevent us from carrying our
exploration program.
9
If We Receive Positive Results From Our Exploration Program And We Determine To
Pursue Commercial Production, Then We May Be Subject To An Environmental Review
Process That May Delay Or Prohibit Our Proceeding To Commercial Production
If the results of our geological exploration program indicate commercially
exploitable reserves and we determine to pursue commercial production of our
mineral claim, we may be subject to an environmental review process under
Canadian environmental assessment legislation. Compliance with an environmental
review process may be costly and may delay commercial production. Furthermore,
there is the possibility that we would not be able to proceed with commercial
production upon completion of the environmental review process if government
authorities did not approve our mine or if the costs of compliance with
government regulation adversely affected the commercial viability of the
proposed mine.
RISKS RELATED TO THIS OFFERING
If A Market For Our Common Stock Does Not Develop, Our Investors Will Be Unable
To Sell Their Shares
There is currently no market for our common stock and a market may never
develop. We currently plan to apply for trading of our common stock on the NASD
over the counter bulletin board upon the effectiveness of the registration
statement of which this prospectus forms a part. However, our common stock may
never be traded on the bulletin board or, if traded, that a public market may
not materialize. If our common stock is not traded on the bulletin board or if a
public market for our common stock does not develop, then investors may not be
able to re-sell the shares of our common stock that they have purchased and may
lose all of their investment.
Because Mr. Wareham Owns 51.2% Of Our Outstanding Common Stock and Serves As Our
President and Sole Director, Investors May Find That Corporate Decisions Made or
Influenced By Mr. Wareham Are Inconsistent with the Best Interests of Other
Stockholders.
Mr. Wareham is our sole employee, sole company director, our president and the
beneficial owner of a majority of the outstanding shares of our common stock.
Accordingly, he will have a significant influence in determining the outcome of
all corporate transactions or other matters, including mergers, consolidations
and the sale of all or substantially all of our assets, and also the power to
prevent or cause a change in control. The interests of Mr. Wareham may differ
from the interests of the other stockholders. Since there are no other
officers, directors, or employees, no person is in a position to identify
conflicts of interests or make decisions in Mr. Wareham's place should a
conflict be disclosed. Factors which could cause the interests of Mr. Wareham
to differ from the interest of other stockholders include the impact of a
corporate transaction on the business, time required to be devoted by Mr.
Wareham to our business, and the ability of Mr. Wareham to continue to manage
our business in light of the anticipated corporate transaction. Mr. Wareham's
employment by other mineral exploration companies could pit competing demands on
Mr. Wareham's time and fiduciary interests, leading to a divergence between his
interests and the interests of other shareholders. We do not have corporate
procedures in place to address these potential conflicts of interest.
10
If A Market For Our Common Stock Develops, Our Stock Price May Be Volatile
If a market for our common stock develops, we anticipate that the market price
of our common stock will be subject to wide fluctuations in response to the
following known material factors:
(1) the results of geological exploration program;
(2) our ability or inability to achieve financing;
(3) increased competition; and
(4) conditions and trends in the mineral exploration industry.
Other factors, either unknown at this time or less material, may also affect our
stock price. Further, if our common stock is traded on the NASD over the
counter bulletin board, our stock price may be impacted by factors that are
unrelated or disproportionate to our operating performance. These market
fluctuations, as well as general economic, political and market conditions, such
as recessions, interest rates or international currency fluctuations, may
adversely affect the market price of our common stock.
If The Selling Shareholders Sell A Large Number Of Shares All At Once Or In
Blocks, The Market Price Of Our Shares Would Most Likely Decline
The selling shareholders are offering 4,100,000 shares of our common stock
through this prospectus. The selling shareholders are not restricted in the
price they can sell the common stock. Our common stock is presently not traded
on any market or securities exchange, but should a market develop, shares sold
at a price below the current market price at which the common stock is trading
will cause that market price to decline. Moreover, the offer or sale of a
large numbers of shares at any price may cause the market price to fall. The
outstanding shares of common stock covered by this prospectus represent 50% of
the common shares outstanding as of the date of this prospectus.
Because Our Stock Is Penny Stock, Shareholders Will Be Limited In Their Ability
To Sell Their Stock
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stock for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in Normark Ventures will be subject to rules 15g-1 through 15g-10 of the
Securities and Exchange Act. Rather than complying with those rules, some
broker-dealers will refuse to attempt to sell our stock.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in this Risk Factors section and elsewhere in this prospectus.
11
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The $0.02 per share offering price of our common stock was determined based on
the last sales price from our most recent private offering of common stock on
March 15, 2001. There is no relationship whatsoever between this price and our
assets, earnings, book value or any other objective criteria of value.
We intend to apply for the trading of our common stock on the NASD
Over-The-Counter Bulletin Board upon our becoming a reporting company under the
Securities Exchange Act of 1934 (the "Exchange Act"). We intend to file a
registration statement under the Exchange Act in order that we become a
reporting company under the Exchange Act concurrently with the effectiveness of
the registration statement of which this prospectus forms a part. If our stock
becomes traded on the NASD Over-The-Counter Bulletin Board, we anticipate the
actual price of sale will vary according to the selling decisions of each
selling shareholder and the market for our stock at the time of resale. The
offering price would thus be determined by market factors and the independent
decisions of the selling shareholders.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
4,100,000 shares of common stock offered through this prospectus. The shares
include the 4,100,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration under
Regulation S of the Securities Act of 1933 and completed on March 15, 2001
The following table provides as of May 7, 2002, information regarding the
beneficial ownership of our common stock held by each of the selling
shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion of
the offering;
4. the percentage owned by each; and
5. the identity of the beneficial holder of any entity that owns the shares.
12
- --------------------------------------------------------------------------------
Total Number
Of Shares To Total Shares Percent
Be Offered To Be Owned Upon
Name Of Shares Owned For Selling Owned Upon Completion
Selling Prior To Shareholders Completion Of Of This
Stockholder This Offering Account This Offering Offering
- --------------------------------------------------------------------------------
Ian Fraser 150,000 150,000 NIL NIL
3056 West 2nd Ave.
Vancouver, BC,
V6K 1K4
Kevin Tuulos 300,000 300,000 NIL NIL
3020 West 3rd Ave.,
Suite B
Vancouver, BC,
V6K 1N1
Wayne H. Taylor 50,000 50,000 NIL NIL
50 Mill Street Box 701
Grand Valley, ON,
L0N 1G0
Paul Lenzen 50,000 50,000 NIL NIL
9 Chinook Drive
Cochrane, AB,
Art Flett 50,000 50,000 NIL NIL
Box 335
RR#3, Site 44, C.32
Summerland, BC,
V0H 1Z0
John Wanless 50,000 50,000 NIL NIL
74 William Street East
Smiths Falls, ON,
K7A 1C7
Elizabeth Taylor 50,000 50,000 NIL NIL
50 Mill Street
Grand Valley, ON,
L0N 1G0
Leanne Taylor-Truska 50,000 50,000 NIL NIL
R.R.2
Grand Valley, ON,
L0N 1G0
Michelle Fuller 50,000 50,000 NIL NIL
PO Box 412,
14 Spruyt Ave.
Grand Valley, ON,
L0N 1G0
13
TABLE IS CONTINUED FROM PAGE 13
- -------------------------------
Total Number
Of Shares To Total Shares Percent
Be Offered To Be Owned Upon
Name Of Shares Owned For Selling Owned Upon Completion
Selling Prior To Shareholders Completion Of Of This
Stockholder This Offering Account This Offering Offering
- --------------------------------------------------------------------------------
Ron McCranor 50,000 50,000 NIL NIL
1156 Beechwood Cres.
North Vancouver, BC,
V7P 1G7
Tony Lee 50,000 50,000 NIL NIL
10649 Glenwood
Cres. East
Surrey, BC,
V4N 1W1
Les Penner 400,000 400,000 NIL NIL
65 Quigley Drive
Cochrane, AB,
T0L 0W4
James Brebner 200,000 200,000 NIL NIL
3586 Emerald Drive
North Vancouver, BC,
V7R 3B7
Randy Howarth 100,000 100,000 NIL NIL
3175 Turner Street,
PO Box 639
Abbotsford, BC,
V2S 6R7
Tammy Preast 200,000 200,000 NIL NIL
#1704, 33065
Mill Lake Road
Abbotsford, BC,
V2S 8E6
Rudy Siemens 200,000 200,000 NIL NIL
#1702, 33065
Mill Lake Road
Abbotsford, BC,
V2S 8E6
Sean Fahy 62,500 62,500 NIL NIL
2132 West 51st Avenue
Vancouver, BC,
V6P 1E3
Lynette Fahy 62,500 62,500 NIL NIL
3869 West 26th Avenue
Vancouver, BC,
V6S 1P3
14
TABLE IS CONTINUED FROM PAGE 14
- -------------------------------
Total Number
Of Shares To Total Shares Percent
Be Offered To Be Owned Upon
Name Of Shares Owned For Selling Owned Upon Completion
Selling Prior To Shareholders Completion Of Of This
Stockholder This Offering Account This Offering Offering
- --------------------------------------------------------------------------------
Signature
Financial Corp. 400,000 400,000 NIL NIL
PO Box 260 Butterfield Sq.
Providenciales
Turks & Caicos, BWI
Beneficial Owner:
Charles S. Underhill 25,000 25,000 NIL NIL
1788 West 13th Ave.,
Suite 900
Vancouver, BC,
V6J 2H1
Lee Underhill 25,000 25,000 NIL NIL
1788 West 13th Ave.,
Suite 900
Vancouver, BC,
V6J 2H1
Baxter Wareham(1) 50,000 50,000 NIL NIL
7353 Longacre Drive
Vernon, BC,
V1H 1H5
Terrance Sigmund 400,000 400,000 NIL NIL
Suite 204,
2609 Westview Drive
North Vancouver, BC,
V7N 4M2
William Edge 340,000 340,000 NIL NIL
1270 Rosewood Crescent
North Vancouver, BC,
V7P 1H4
Warwick Smith 340,000 340,000 NIL NIL
1156 Beechwood Crescent
North Vancouver, BC,
V7P 1G7
Kimberly D. McCranor 295,000 295,000 NIL NIL
1156 Beechwood Crescent
North Vancouver, BC,
V7P 1G7
15
TABLE IS CONTINUED FROM PAGE 15
- -------------------------------
Total Number
Of Shares To Total Shares Percent
Be Offered To Be Owned Upon
Name Of Shares Owned For Selling Owned Upon Completion
Selling Prior To Shareholders Completion Of Of This
Stockholder This Offering Account This Offering Offering
- --------------------------------------------------------------------------------
Mark A. van der
Horst 100,000 100,000 NIL NIL
2930 West 20th Avenue
Vancouver, BC,
V6L 1H6
- --------------------------------------------------------------------------------
Footnotes:
(1) Mr. Baxter Wareham, the owner of 50,000 shares of our common stock, is
the adult brother of Mr. Norman Wareham, our sole director and executive
officer. Mr. Norman Wareham has no beneficial ownership interest in Mr. Baxter
Wareham's shares.
- --------------------------------------------------------------------------------
Each named selling shareholder beneficially owns and has sole voting and
investment power over all shares or rights to these shares. The numbers in this
table assume that none of the selling shareholders sells shares of common stock
not being offered in this prospectus or purchases additional shares of common
stock, and assumes that all shares offered are sold. The percentages are based
on 8,400,000 shares of common stock outstanding on May 7, 2002.
Other than the relationship between Mr. Norman Wareham and Mr. Baxter Wareham
disclosed in the footnotes to the table of selling shareholders above, none of
the selling shareholders or their beneficial owners:
* has had a material relationship with the company other than as a
shareholder at any time within the past three years; or
* has ever been an officer or directors of the company or any of its
predecessors or affiliates.
16
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions:
1. On such public markets or exchanges as the common stock may from time to
time be trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
The sales price to the public may be:
1. The market price prevailing at the time of sale;
2. A price related to such prevailing market price; or
3. Such other price as the selling shareholders determine from time to time.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
In the event of the transfer by any selling shareholder of their shares to any
pledgee, donee or other transferee, we will amend this prospectus and the
registration statement of which this prospectus forms a part by the filing of a
post-effective registration statement in order to name the pledgee, donee or
other transferee in place of the selling shareholder who has transferred their
shares.
The selling shareholders may also sell their shares directly to market makers
acting as principals or brokers or dealers, who may act as agent or acquire the
common stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so acting as
agent for the selling shareholders, to purchase, as principal, any unsold shares
at the price required to fulfill the respective broker's or dealer's commitment
to the selling shareholders. Brokers or dealers who acquire shares as principals
may thereafter resell such shares from time to time in transactions in a market
or on an exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such re-sales may pay or receive commissions to or from the purchasers of such
shares. These transactions may involve cross and block transactions that may
involve sales to and through other brokers or dealers. If applicable, the
selling shareholders may distribute shares to one or more of their partners who
are unaffiliated with us. Such partners may, in turn, distribute such shares as
described above. We can provide no assurance that all or any of the common stock
offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
17
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with our common
stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Securities Exchange Act.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings.
Our agent for service of process in Nevada is Michael A. Cane, 2300 West Sahara
Avenue, Suite 500, Box 18, Las Vegas, Nevada 89102.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of May 7, 2002
are as follows:
DIRECTORS:
Name of Director Age
- ---------------------- ---
G.W. Norman Wareham 49
EXECUTIVE OFFICERS:
Name of Officer Age Office
- -------------------- --- -------
G.W. Norman Wareham 49 President, Secretary and Treasurer
Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.
Mr. G.W. Norman Wareham is our president, secretary and treasurer and is our
sole director. Mr. Wareham has been our president, secretary and treasurer and
our sole director since July 31, 2000. Mr. Wareham has been president of
Wareham Management Ltd., a private consulting company owned by Mr. Wareham,
since May 1996. Mr. Wareham has provided management and accounting consulting
services to a number of public companies in the United States and Canada through
18
Wareham Management Ltd. From July 1995 to January 1996, Mr. Wareham was an
accountant with the certified general accounting firm of Wanzel, Sigmund &
Overes. From April 1993 to February 1995, Mr. Wareham served as president and
chief executive officer of Transatlantic Financial Corp., a private investment
banking company. From August 1986 to March 1993, Mr. Wareham provided
accounting and management consulting services through Wareham & Company.
Mr. Wareham has served as a director of the following public companies during
the past five years:
1. Mr. Wareham has been a director of Widepoint Corporation (formerly ZMAX
Corporation) since September 1996. Widepoint Corporation is a public company
engaged in the business of information technology consulting whose shares are
traded on the NASD over the counter bulletin board.
2. Mr. Wareham was a director and the secretary/treasurer of ASP Ventures
Corp. from April 1999 to March 2001. ASP Ventures Corp. is a public company
whose shares are traded on the NASD over the counter bulletin board. ASP
Ventures Corp. was not engaged in any active business during the period of Mr.
Wareham's involvement with ASP Ventures Corp. ASP Ventures is currently
inactive to Mr. Wareham's knowledge.
3. Mr. Wareham was a director and the president, secretary and treasurer of
Bullet Environmental Technologies, Inc. from March 1999 to March 2001. Bullet
Environmental Technologies, Inc. is a public company whose shares are traded on
the NASD over the counter bulletin board. Bullet Environmental evaluated the
acquisition of two brokerage firms during the period of Mr. Wareham's
involvement. Neither contemplated acquisition was proceeded with by Bullet
Environmental after the completion of due diligence investigations on the
prospective acquisition targets. Bullet Environmental has recently publicly
disclosed its intention to acquire a wireless digital compression technology.
This acquisition has not been completed to Mr. Wareham's knowledge.
4. Mr. Wareham was a director of Cybernet Internet Services International,
Inc. from May 1997 to December 2001. Cybernet Internet Services International,
Inc. is a public company whose shares are traded on the NASD over the counter
bulletin board. Cyber Internet Services operates an Internet service provider
business based in Munich, Germany.
5. Mr. Wareham was a director and the president, secretary and treasurer of
Quantum Power Corporation from December 1998 to March 2001. Quantum Power
Corporation is a public company whose shares are traded on the pink sheet
market. Quantum Power evaluated the acquisitions of two businesses during the
period of Mr. Wareham's involvement; one of which businesses was engaged in the
production of music programs for radio stations and the other was engaged in the
development of super-capacitor power technology. Neither prospective
acquisition was completed by Quantum Power. Quantum Power is currently
inactive to Mr. Wareham's knowledge.
6. Mr. Wareham was a director and the secretary and treasurer of ImuMed
International, Inc. from November 1998 to March 2001. ImuMed International, Inc.
is a public company engaged in the business of pharmaceutical drug production
whose shares were traded on the NASD over the counter bulletin board. ImuMed
International is currently inactive to Mr. Wareham's knowledge.
19
7. Mr. Wareham has been a director and the secretary, treasurer and chief
financial officer of San Antonios Resources Inc. since February 1998. San
Antonios Resources Inc. is a public company engaged in the business of mineral
exploration whose shares are traded on the NASD over the counter bulletin board.
San Antonios Resources was engaged in the mineral exploration for gold in the
Carlin trend region of Nevada.
8. Mr. Wareham has been a director of Solar Energy Limited since February
1997. Solar Energy Limited is a public company engaged in the business of
renewable energy whose shares are traded on the NASD over the counter bulletin
board.
9. Mr. Wareham was a director of Aquaplan, Inc. from May 1997 to July 1999.
Aquaplan, Inc. is a public company that was engaged in the business of
developing technology for the aquaculture industry during the period of Mr.
Wareham's involvement and whose shares are traded on the NASD over the counter
bulletin board. The aquaculture industry involves the commercial raising of
fish and other seafood products in contained pens. Aquaplan is currently
inactive to Mr. Wareham's knowledge.
10. Mr. Wareham was a director and the chief financial officer and secretary
of Marine Shuttle Operations Inc. from during 1998 and 1999. Marine Shuttle
Operations Inc. is a public company engaged in the development of an offshore
shuttle for oil rigs whose shares are traded on the NASD over the counter
bulletin board.
11. Mr. Wareham was a director and the secretary and treasurer of Novamed,
Inc. from 1998 to March 1999. Novamed Inc. is a public company whose shares are
traded on the NASD over the counter bulletin board. Novamed was engaged in
attempting to develop an alternate form of breast implant technology during the
period of Mr. Wareham's involvement.
12. Mr. Wareham was a director of Pyrocap International, Inc. from 1998 to
February 1999. Pyrocap International, Inc. is a public company engaged in the
business of fire retardants whose shares are traded on the NASD over the counter
bulletin board.
13. Mr. Wareham was a director of Bio-Preserve International, Inc. from 1998
to February 1999. Bio-Preserve International, Inc. is a public company that was
engaged in acquiring medical equipment technology whose shares were traded on
the NASD over the counter bulletin board and are now traded on the pink sheets.
14. Mr. Wareham was a director of Anthian Resource Corp. from June 1998 to
June 2000. Anthian Resource Corp. is a public company engaged in the business
of mineral exploration whose shares are traded on the Canadian Venture Exchange.
Anthian Resource Corp. was engaged in the mineral exploration for gold and
copper during the term of Mr. Wareham's involvement. Anthian Resource Corp. was
designated an inactive issuer by the Canadian Venture Exchange in October 2001.
15. Mr. Wareham was a director of Orko Gold Corp. from February 1997 to
April 2000. Orko Gold Corp. is a public company engaged in the business of
mineral exploration whose shares are traded on the Canadian Venture Exchange.
Orko Gold was engaged in the mineral
20
exploration of prospective gold properties in South America during the term of
Mr. Wareham's involvement. Public filings made by Orko Gold indicate this
company is currently in the process of changing from a mineral exploration
company to an investment company.
16. Mr. Wareham was a director and secretary of Pine Resources Inc.
(formerly Intercap Resource Management Ltd.) from May 1996 to October 1998.
Intercap Resource Management Ltd. is a public company engaged in the business of
oil and gas exploration whose shares are traded on the Canadian Venture
Exchange. Pine Resources owned an interest in producing oil and gas properties
in Yemen during the term of Mr. Wareham's involvement.
17. Mr. Wareham was a director of Triune Resources Ltd. from February 1997
to May 1997. Triune Resources Ltd. is a public company engaged in the business
of mineral exploration whose shares are traded on the Canadian Venture Exchange.
Triune Resources was engaged in planning its mineral exploration activities
during the term of Mr. Wareham's involvement. Triune Resources is currently
inactive to Mr. Wareham's knowledge.
18. Mr. Wareham was a director of Quest International Resources Corp.
(formerly Consolidated Ramrod Gold Corp.) from November 1995 to May 1997. Quest
International Resources Corp. is a public company engaged in the business of
mineral exploration whose shares are traded on the Canadian Venture Exchange.
Quest International Resources was engaged in the business of exploration for
gold in Nevada and Idaho. Mr. Wareham is not aware of the current business of
Quest International Resources.
Term of Office
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than Mr. Wareham, our sole officer and
director.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of
shares of our common stock owned beneficially as of May 7, 2002 by: (i) each
person (including any group) known to us to own more than five percent (5%) of
any class of our voting securities, (ii) each of our directors, and (iii)
officers and directors as a group. Unless otherwise indicated, the shareholders
listed possess sole voting and investment power with respect to the shares
shown.
- --------------------------------------------------------------------------------
Name and address Number of Shares Percentage of
Title of class of beneficial owner of Common Stock Common Stock(1)
- --------------------------------------------------------------------------------
21
- --------------------------------------------------------------------------------
Common Stock G.W. Norman Wareham 4,300,000 shares(2) 51.2%
Director, President,
Secretary
& Treasurer
3575 Emerald Drive
North Vancouver,
British Columbia
Canada V7R 3B6
Common Stock Directors and Officers 4,300,000 shares(2) 51.2%
As a Group (1 Person)
- --------------------------------------------------------------------------------
(1) Based on a total of 8,400,000 shares of our common stock issued and
outstanding as of May 7, 2002.
(2) Includes 4,200,000 shares in the name of Norman Wareham and 100,000
shares in the name of Norman Wareham and Catherine Wareham, the spouse of Norman
Wareham, as joint owners.
- --------------------------------------------------------------------------------
It is believed by us that all persons have full voting and investment power with
respect to the shares indicated. Under the rules of the Securities and Exchange
Commission, a person (or group of persons) is deemed to be a "beneficial owner"
of a security if he or she, directly or indirectly, has or shares the power to
vote or to direct the voting of such security, or the power to dispose of or to
direct the disposition of such security. Accordingly, more than one person may
be deemed to be a beneficial owner of the same security. A person is also deemed
to be a beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our common
stock.
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 100,000,000 shares of common stock at a
par value of $0.001 per share.
Common Stock
As of May 7, 2002, there were 8,400,000 shares of our common stock issued and
outstanding that were held by approximately twenty-nine (29) stockholders of
record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all
22
of the directors. Holders of our common stock representing a majority of the
voting power of our capital stock issued, outstanding and entitled to vote,
represented in person or by proxy, are necessary to constitute a quorum at any
meeting of our stockholders. A vote by the holders of a majority of our
outstanding shares is required to effectuate certain fundamental corporate
changes such as liquidation, merger or an amendment to our Articles of
Incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of
our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
Nevada Anti-Takeover laws
Nevada revised statutes sections 78.378 to 78.3793 provide state regulation over
the acquisition of a controlling interest in certain Nevada corporations unless
the articles of incorporation or bylaws of the corporation provide that the
provisions of these sections do not apply. Our articles of incorporation and
bylaws do not state that these provisions do not apply. The statute creates a
number of restrictions on the ability of a person or entity to acquire control
of a Nevada company by setting down certain rules of conduct and voting
restrictions in any acquisition attempt, among other things. The statute is
limited to corporations that are organized in the state of Nevada and that have
200 or more stockholders, at least 100 of whom are stockholders of record and
residents of the State of Nevada; and does business in the State of Nevada
directly or through an affiliated corporation.
23
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Michael A. Cane of Cane & Company, LLC, our independent legal counsel, has
provided an opinion on the validity of our common stock.
Davidson & Company, independent chartered accountants, audited our financial
statements included in this prospectus and registration statement to the extent
and for the periods set forth in their audit report. Davidson & Company
presented their report with respect to our audited financial statements. The
report of Davidson & Company is included in reliance upon their authority as
experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to a court of appropriate jurisdiction. We will then be
governed by the court's decision.
Our Bylaws direct that we indemnify our officers and directors to the fullest
extent not prohibited by the Nevada General Corporation Law. Neither the Nevada
Revised Statutes nor our Bylaws specifically address the indemnification of
officers or directors vis- -vis violations of the Securities Act of 1933.
However, neither officers nor directors may be indemnified under the following
circumstances: (a) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the director has a material
conflict of interest; (b) a violation of criminal law, unless the director had
reasonable cause to believe that his or her conduct was lawful or no reasonable
cause to believe that his or her conduct was unlawful; (c) a transaction from
which the director derived an improper personal profit; and (d) willful
misconduct.
ORGANIZATION WITHIN LAST FIVE YEARS
We were incorporated on July 27, 2000 under the laws of the state of Nevada.
24
We acquired our mineral claims situated in the Yukon Territory, Canada on April
30, 2001.
Mr. G.W. Norman Wareham, our president, secretary and treasurer and a director,
has been our sole promoter since our inception. Other than the purchase of his
stock and a management agreement, Mr. Wareham has not entered into any agreement
with us in which he is to receive from us or provide to us any thing of value.
Mr. Wareham acquired 4,200,000 shares of our common stock at a price of $0.001
US per share on August 15, 2000. Mr. Wareham paid a total purchase price of
$4,200 for these shares. Mr. Wareham and Ms. Catherine Wareham, the spouse of
Mr. Wareham, purchased 100,000 shares of our common stock at a price of $0.02
per share on March 15, 2001. Mr. Wareham and Ms. Wareham paid a total purchase
price of $2,000 for these shares. Wareham Management Ltd., a private company
controlled by Mr. Wareham, entered into a management agreement with us on
September 15, 2000.
DESCRIPTION OF BUSINESS
In General
We are an exploration stage company engaged in the acquisition and exploration
of mineral properties. We own four mineral claims that we refer to as the
Wheaton River mineral claims, as described below. We presently plan to do
preliminary exploration work to search for economic mineralization on these
claims. This initial preliminary exploration work will not constitute a full
geological study of our mineral claims. A full geological study of our claims
will involve a drilling program on the Wheaton River mineral claims and the
geological interpretation of the results of this geological program. Completion
of a full geological study of our claims is necessary to determine if additional
exploration work on our mineral claims is warranted. We are in the process of
completing the initial preliminary exploration work. However, we will require
additional funds in order to complete the full exploration of the Wheaton River
mineral claims.
There is no assurance that a commercially viable mineral deposit exists on our
mineral claims. Our plan of operations is to carry out exploration work on our
mineral claims in order to ascertain whether our claims possess commercially
exploitable quantities of gold and silver. We can provide no assurance to
investors that our mineral claims contain a commercially exploitable mineral
deposit, or reserve, until appropriate exploratory work is done and an economic
evaluation based on such work concludes economic feasibility.
Mineral Claims Purchase Agreement
We purchased four mineral claims located in the Whitehorse Mining District of
the Yukon Territory, Canada from Mr. Glen MacDonald pursuant to a purchase
agreement between Mr. MacDonald and us dated April 30, 2001. We paid a purchase
price of CDN $10,000 (approximately US $6,416) in consideration for our mineral
claims. We refer to these mineral claims as the Wheaton River mineral claims.
We acquired a 100% interest to the Wheaton River mineral claims, subject to a 2%
net smelter returns royalty that we have agreed to pay to Mr. MacDonald in the
event that we enter into production of the Wheaton River mineral claims. The
net smelter returns royalty will equal 2% of the net smelter returns on the
gross proceeds that we earn from the sale of any bullion, concentrates or ore
from the mining of the mineral claims, less eligible costs of transportation and
25
smelting and refining charges. If, after commencement of commercial production
from the mineral claims, the net smelter returns royalty payable to Mr.
MacDonald in any calendar year is less than $20,000 Canadian, then we will be
obligated to pay to Mr. MacDonald the difference between $20,000 Canadian and
the actual amount of net smelter returns royalty paid to Mr. MacDonald for the
year. The net smelter returns royalty will terminate once we pay to Mr.
MacDonald a total of $1,000,000 Canadian in royalty payments.
We became aware of the Wheaton River mineral claims as a result of discussions
between Mr. Norman Wareham, our president, and Mr. MacDonald, the vendor of the
mineral claims. Mr. Wareham met Mr. MacDonald and became aware of his
reputation as a geologist at a gold convention in Vancouver, British Columbia in
January 1999. When Mr. Wareham undertook to organize Normark, he determined to
contact Mr. MacDonald to inquire whether Mr. MacDonald had a property of
interest that we could acquire for a reasonable acquisition cost based on our
finances. Mr. MacDonald recommended the Wheaton River mineral claims. We
reviewed the claims and determined to negotiate a purchase of the mineral claims
from Mr. MacDonald. The purchase was an arms length transaction.
We determined to proceed with the purchase of the Wheaton River mineral claims
based on the fact that previous mineral exploration work had been completed on
the property. This prior exploration work indicated that the geology of the
mineral claims was similar to the geology of other gold bearing mineral claims
in the area of the Wheaton River mineral claims. This geology consists of the
presence of an epithermal vein system that is similar to vein systems found in
the area of the Wheaton River mineral claims that have been found to contain
gold. A vein is a fault, crack or fissure in a rock filled by minerals that
have traveled upwards from some deep source. The Wheaton River mineral claims
also offer accessibility to an existing mill operation which would increase the
commercial viability of production of the Wheaton River mineral claims if
commercially exploitable reserves of gold are found.
Recording of the Mineral Claims
The Wheaton River mineral claims consist of four mineral claims located in the
Whitehorse Mining District of the Yukon Territories, Canada. Mr. MacDonald
recorded the mineral claims on November 27, 2000, pursuant to the Yukon Quartz
Mining Act. The mineral claims have the following legal description:
Name of Mining Claim Grant Number Claim Sheet Number
----------------------- ------------- -------------------
AVA 1 YC18994 105D03
AVA 2 YC18995 105D03
AVA 3 YC18996 105D03
AVA 4 YC18997 105D03
The four mineral claims comprising the Wheaton River mineral claims were staked
in November 2000 by Mr. Glen MacDonald to cover the main area of potential gold
mineralization, as identified by Mr. MacDonald. Each mineral claim is
effective until November 27, 2002. A payment in lieu of assessment work and
renewal certificate fees totaling CDN $420 (US$262.84) was issued by Indian and
Northern Affairs Canada extending the original expiration date from November 27,
2001 to November 27, 2002, Quartz Renewal Certificate Number QW27491. We are the
beneficial owner of
26
title to the mineral claims and no other person has any interest in the mineral
claims, subject to our agreement to pay to Mr. MacDonald the net smelter returns
royalty. During their existence, the mineral claims entitle us to all minerals
found on or under the property comprising the mineral claims, together with the
right to enter on and use and occupy the surface of the mineral claims. The
Yukon Territory owns the land covered by the mineral claims in fee simple.
In order to maintain our mineral claims in good standing, we must complete
exploration work on the mineral claims and file confirmation of the completion
of work on the mineral claims with the applicable mining recording office of the
Yukon Territory. Currently, exploration work with a minimum value of $100
Canadian is required during each year. If we do not complete this minimum
amount of exploration work, we may pay a fee of $100 Canadian each year and by
pass this requirement. The completion of mineral exploration work or payment in
lieu of exploration work in any year will extend the existence of our mineral
claims for one additional year. As our mineral claims are effective until
November 27, 2002, we must file confirmation of the completion of exploration
work in the minimum amount of $100 Canadian or make a payment in lieu or
exploration work in the amount of $100 Canadian by November 27, 2002. If we
fail to complete the minimum required amount of exploration work or fail to make
a payment in lieu of this exploration work, then our mineral claims will lapse
on November 27, 2002 and we will lose all interest that we have in these mineral
claims.
Location of the Mineral claims
The Wheaton River mineral claims are located approximately 5 kilometers south of
the city of Whitehorse in the Yukon Territories, Canada. Access to the mineral
claims is by the Alaska and Klondike highways and then by gravel roads requiring
a vehicle with four-wheel drive capability.
The Wheaton River mineral claims cover a broad northwest trending ridge south of
Mount Anderson. The region is characterized by rolling uplands with prominent
peaks and steep-walled stream and river valleys. Glacial action has caused
major valleys to have deep u-shaped drainages. The elevation of the mineral
claims ranges from 884 meters to 1,850 meters above sea level. The mineral
claims cover a barren ridge extending south from Mount Anderson. Timber covers
the mineral claims at elevations below 1,200 meters. The ground above 1,200
meters is generally barren. The climate is a dry-arctic climate, with
influences from the Pacific Ocean. Summer temperatures average 12 degrees
centigrade. The exploration season lasts from May until October.
Geological Report
We engaged Mr. William G. Timmins, P.Eng. to prepare a geological evaluation
report on the Wheaton River mineral claims in June 2001. The work completed by
Mr. Timmins in completing the geological report consisted of the acquisition of
geological data from previous geological exploration and a review and synthesis
of this geological data. This data acquisition involved the research and
investigation of historic files to locate and retrieve data information acquired
by pervious exploration companies in the area of the mineral claim. The work
involved in this data acquisition included map and report reproduction, drafting
and production of base maps, and compilation of preexisting information into a
common database and map.
We received the geological evaluation report on the mineral claims prepared by
Mr. Timmins in July 2001. The geological report summarizes the results of the
history of the exploration of the mineral
27
claims, the regional and local geology of the mineral claims and the
mineralization and the geological formations identified as a result of the prior
exploration. The geological report also gives conclusions regarding potential
mineralization of the mineral claims and recommends a further geological
exploration program on the mineral claims.
Exploration History of the Mineral claims
The history of the exploration of the mineral claims is summarized in the
geological report that we obtained from Mr. Timmins, P. Eng. The following
summary of the exploration history of the mineral claims is based on Mr.
Timmins' summary of this exploration history.
Exploration of the region in which the mineral claims are located began 1893 at
the time of the Klondike gold rush. Intensive exploration began in 1906 after
the discovery of gold in the area of Mount Anderson. This discovery resulted in
wagon roads being built to provide access to Mount Anderson. Limited mining of
high-grade gold and silver bearing ore occurred; however, no record of ore
production exists.
From the mid-1920's to the late 1960's, little exploration of significance took
place. In the 1970's, many of the old showings were restaked as an increase in
the value of base and precious metals rekindled the interest of prospectors and
mining companies in the area.
On the area covered by our mineral claims, recent exploration started when the
Wheaton River Joint Venture performed prospecting, grid development, mapping,
geochemical and geophysical surveys, and bulldozer trenching and road building
in 1984-1985. Mineralized rock formations were discovered in the area. Work
done by previous owners from 1991 to 2000 has included bulldozer trenching, road
construction, geological mapping, diamond drilling and prospecting. A trench is
a long, narrow excavation dug through overburden or blasted out of rock to
expose a vein or ore structure. Geochemical analysis is the analytical
procedure conducted by a credited laboratory to determine the specific elemental
concentrations of minerals contained within samples. Such samples may be from a
variety of medium, including rock, soil and stream sediment.
Geology of the Mineral Claim
The geological report concluded that gold and silver mineralization occurs on
our Wheaton River mineral claims in at least two distinct styles of
mineralization. This gold and silver mineralization occurs in quartz veins. A
vein is a fault, crack or fissure in a rock filled by minerals that have
traveled upwards from some deep source. This mineralization is present in two of
the three significant mineral formations identified in the area of our mineral
claims that have the potential to include gold and silver mineralization.
Moderate gold-silver and silver-lead soil geochemical anomalies occur on our
mineral claims. Geochemical anomalies are concentrations of minerals present in
mineral ore that are above normal concentrations occurring in the bedrock of the
mineral claims.
Recommendations of Geological Report
In his geological report, Mr. Timmins, P. Eng. recommends the completion of a
three-phase geological work program on the Wheaton River mineral claims.
28
The first phase of the exploration program would be comprised of a detailed
geological survey of the mineral claims and a geological review of the results
of the geological survey. This survey would include a visit to the site of the
mineral claims. The estimated cost of completion of the first phase of the
exploration program is $10,000.
The second phase of the exploration program would be comprised of trenching of
the mineral claims and a geological interpretation of the results of the
trenching program. The trenching would require bulldozer access to the site of
the mineral claims in order to complete the trenching. The estimated cost of
completion of the second phase of the exploration program is $25,000.
The third phase of the exploration program would be comprised of drilling
approximately 500 meters of rock and a geological interpretation of the results
of the drilling program. The drilling program would require access to the site
of the mineral claims with drilling equipment. The estimated cost of completion
of the second phase of the exploration program is $75,000.
The geological review and interpretations required in each phase of the
exploration program would be comprised of review of the data acquired from each
phase of the exploration program and an analysis of this data to assess the
potential mineralization of the mineral claims. Geological review entails the
geological study of an area to determine the geological characteristics,
identification of rock types and any obvious indications of mineralization. A
significant component of this review would occur on site. The purpose of
undertaking the geological review would be to determine if there is sufficient
indication for the area to host mineralization to warrant additional
exploration. Positive results of each phase of the exploration program would
be required to justify continuing with the next phase of the exploration
program. Such positive results would include the identification of zones of
mineralization.
Current State of Exploration
The mineral claims presently do not have any proven mineral reserves. The
property that is the subject to the mineral claim is undeveloped and does not
contain any open-pit or underground mines. There is no mining plant or
equipment located on the property that is the subject of the mineral claim.
Currently, there is no power supply to the mineral claim.
We have only recently commenced exploration of the mineral claim and exploration
is currently in the preliminary stages. The status of our planned exploration
program is discussed in detail below. Our planned exploration program is
exploratory in nature and there is no assurance that mineral reserves will be
proven.
Geological Exploration Program
We have accepted the recommendations of the geological report and we have
proceeded with the first phase of the recommended geological exploration
program. We have engaged Mr. Timmins to undertake this initial work program
and we advanced to him the amount of $1,000 to Mr. Timmins to begin the
exploration program.
Mr. Timmins has completed his visit to the site of the mineral claim and the
field work required for this current geological work program. The rock samples
collected by Mr. Timmins in the process of completing his geological survey have
been submitted to a qualified laboratory for assaying. The
29
results of the assay tests will be delivered to Mr. Timmins once complete and
Mr. Timmins will prepare a geological report on this first phase based on the
results of the work program. We anticipate receiving Mr. Timmins' geological
report by the end of May 2002.
We will make a determination whether to proceed with the second phase of the
exploration program upon completion of the first phase of the exploration
program by Mr. Timmins and the review of the results of this first phase. In
completing this determination, we will make an assessment as to whether the
results of phase one are sufficiently positive to enable us to achieve any
financing that may be necessary for us to proceed with phase two of the
exploration program. This assessment will include an assessment of the market
for financing of mineral exploration projects at the time of our assessment.
Competitive Conditions
We are a junior mineral resource exploration company. We compete with other
junior mineral resource exploration companies for financing from a limited
number of investors that are prepared to make investments in junior mineral
resource exploration companies. The presence of competing junior mineral
resource exploration companies may impact on our ability to raise additional
capital in order to fund our exploration programs if investors are of the view
that investments in competitors are more attractive based on the merit of the
mineral properties under investigation and the price of the investment offered
to investors.
If the results of our mineral exploration program are successful, we may try to
sell our mineral claims to a senior exploration company or to enter into a joint
venture agreement with a senior exploration company for the further exploration
and possible production of our mineral claims. We would face competition from
other junior mineral resource exploration companies if we attempt to enter into
a sale or a joint venture agreement with a senior exploration company. Senior
exploration companies have limited ability to purchase properties from junior
exploration properties or to enter into joint venture agreements with junior
exploration programs and will seek the junior exploration companies who have the
properties that they deem to be the most attractive in terms of potential return
and investment cost.
Compliance with Government Regulation
We will be required to conduct all mineral exploration activities in accordance
with the Quartz Mining Act of the Yukon Territories. We will not be required to
obtain any land use permit from the Department of Indian and Northern Affairs -
Land Use Branch in order to proceed with phase one of the recommended work
program. We will be required to obtain a land use permit from the Department of
Indian and Northern Affairs - Land Use Branch for any exploration work that
results in a physical disturbance to the land. Accordingly, we will be required
to obtain a work permit if we proceed with the second phase of our exploration
program. There is a nominal fee to obtain a land use permit and the time to
obtain a land use permit is approximately six weeks. We will incur the expense
of our consultant geologist to prepare the required submissions to obtain a land
use permit. We will be required to undertake remediation work on any work that
results in physical disturbance to the land. The cost of remediation work will
vary according to the degree of physical disturbance. No remediation work is
anticipated as a result of completion of phase one of the exploration program.
We have budgeted for regulatory compliance costs in the proposed exploration
program recommended by the geological report.
30
Employees
We have no employees other than Mr. Norman Wareham, our president, secretary and
treasurer.
The services of Mr. Wareham are provided to us pursuant to a management
agreement with Wareham Management Ltd., a private company controlled by Mr.
Wareham. We pay Wareham Management Ltd. a management fee of $1000 per month in
consideration for Wareham Management Ltd. providing management and
administration services for us. These management services include the services
of Mr. Wareham on the basis that the services provided by Mr. Wareham will
account for approximately 15% of his business time. The amount of the
management fee will be increased in the event that Mr. Wareham is required to
devote more than 15% of this business time to our business. Administrative
services include the provision of our office and office related services,
including telephone and computer services. The management agreement is for a
term commencing September 15, 2000 and expiring on April 30, 2002.
We conduct our business largely through agreements with consultants and
arms-length third parties.
Research and Development Expenditures
We have not incurred any research or development expenditures since our
incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademark.
PLAN OF OPERATIONS
Plan of Operations
Our business plan is to proceed with the exploration of the Wheaton River
mineral claims to determine whether there are commercially exploitable reserves
of gold and silver. We have proceeded with the first phase of the exploration
program recommended by the geological report. We anticipate that phase one of
the recommended geological exploration program will cost approximately $10,000.
We had $6,160 in cash reserves as of January 31, 2002. Accordingly, we are able
to proceed with phase one of the exploration program without additional
financing.
We are presently in the process of completing the first phase of our recommended
geological work program. We have engaged Mr. Timmins, the geologist who
prepared the geological report on the Wheaton River mineral claims, to complete
this initial work program. Mr. Timmins has completed the field work and the
rock samples collected by Mr. Timmins in the process of completing his
geological survey have been submitted to a qualified laboratory for assaying.
The results of the assay tests will be delivered to Mr. Timmins once complete
and Mr. Timmins will prepare a geological report on this first phase based on
the results of the work program. We anticipate
31
receiving Mr. Timmins' geological report by the end of May 2002. We will be
required to pay Mr. Timmins for the cost of the completion of this first phase
of exploration concurrent with the delivery of the geological report. We
estimate that we will be required to pay approximately $9,000 based on the
estimated cost of $10,000 for the work program, less the $1,000 advanced to Mr.
Timmins to date.
We will assess whether to proceed to second phase of the recommended geological
exploration program upon completion of an assessment of the results of phase one
of the geological exploration program. In completing this determination, we will
review the conclusions and recommendations that we receive from Mr. Timmins
based on his geological review of the results of the first phase. We will also
make an assessment as to whether the results of phase one are sufficiently
positive to enable us to achieve the financing necessary for use to proceed with
phase two of the exploration program. If we decide to proceed with the second
phase of the recommended exploration program based on the results of the first
phase, we anticipate that this phase will proceed in the summer of 2002. It
will not be possible to start the second phase until the summer of 2002 due to
the short snow free period of access of the mineral claims.
If we complete the second phase of our exploration program, we will assess
whether to proceed to the third phase of the recommended geological exploration
program upon completion of an assessment of the results of the second phase of
the geological exploration program. In completing this determination, we will
make an assessment as to whether the results of phase two are sufficiently
positive to enable us to achieve the financing necessary for use to proceed with
phase three of the exploration program. This assessment will include an
assessment of our cash reserves after the completion of phase two and the market
for financing of mineral exploration projects at the time of our assessment.
We anticipate that we will incur the following expenses over the next twelve
months:
1. $9,000 in connection with the payment of the first phase of our recommended
geological work program which has been substantially completed;
2. $25,000 in connection with the completion of the second phase of our
recommended geological work program, if we determine to proceed with this
phase;
3. $20,000 for operating expenses, including professional legal and accounting
expenses associated with our becoming a reporting issuer under the
Securities Exchange Act of 1934;
We anticipate spending approximately $54,000 over the next twelve months in
pursuing our stated plan of operations. Of the anticipated expenses, we
anticipate that expenses of approximately $30,000 will be incurred over the next
six months. Based on our cash position of $6,160 as of January 31, 2002, we
will require additional financing to enable us to pay for our operating expenses
over the next six months. We also will require additional financing in order to
pursue our plan of operations over the next twelve months. Mr. Norman Wareham,
our president, has indicated to us that he will advance up to $50,000 over the
next twelve months in order to enable us to proceed with our plan of operations.
We anticipate that these funds would be advanced as a shareholder loan.
32
We anticipate that we will we will require additional funding in the event that
we decide to proceed with the second phase and the third phase of the
exploration program. The anticipated cost of the second phase of the
exploration program is $25,000. The anticipated cost of the third phase of the
exploration program is $-----75,000. Each of these amounts is in excess of our
projected cash reserves remaining upon completion of phase one of the
exploration program. We anticipate that additional funding will be in the form
of equity financing from the sale of our common stock. However, we cannot
provide investors with any assurance that we will be able to raise sufficient
funding from the sale of our common stock to fund phase three of the exploration
program. We believe that debt financing will not be an alternative for funding
phase three of the exploration program. We do not have any arrangements in
place for any future equity financing.
If we determine not to proceed with further exploration of our mineral claims
due to a determination that the results of our initial geological program do no
warrant further exploration or due to an inability to finance further
exploration, we plan to pursue the acquisition of an interest in other mineral
claims. We anticipate that any future acquisition would involve the acquisition
of an option to earn an interest in a mineral claim as we anticipate that we
would not have sufficient cash to purchase a mineral claim of sufficient merit
to warrant exploration.
Results Of Operations for Period Ending April 30, 2001 and Nine months ended
January 31, 2002
We did not earn any revenues during the period ending April 30, 2001, other than
interest income in the amount of $809. We did not earn any revenues during the
nine months ended January 31, 2002, other than interest income in the amount of
$440. We do not anticipate earning revenues until such time as we have entered
into commercial production of our mineral properties. We are presently in the
exploration stage of our business and we can provide no assurance that we will
discover commercially exploitable levels of mineral resources on our properties,
or if such resources are discovered, that we will enter into commercial
production of our mineral properties.
We incurred operating expenses in the amount of $44,609 for the period ended
April 30, 2001. These operating expenses were professional fees in the amount of
$19,260 that were primarily attributable our corporate organization and the
acquisition of our option to acquire an interest in the mineral claims. We also
paid an amount of $8,025 to Wareham Management Ltd. in consideration of the
provision of the management services of Mr. Norman Wareham, our sole officer and
director, and office administration services. We also incurred $4,129 of
consulting expenses during the period ended April 30, 2001. These consulting
expenses were paid to a consultant in connection the evaluation of a prospective
additional mineral property. We incurred travel expenses in the amount of
$10,907 for the period ended April 30, 2001. These travel expenses were
incurred in connection with the evaluation of prospective mineral claims, the
evaluation of a prospective additional mineral property and completion of our
financing activities.
We incurred further operating expenses in the amount of $45,960 for the nine
months ended January 31, 2002. The largest component of these operating
expenses was professional expenses, including legal and accounting expenses, in
the amount of $21,136 incurred in connection with our filing a registration
statement with the Securities and Exchange Commission. We also incurred
management fees in the amount of $9,630 in connection with the management
services provided by Mr. Wareham. This amount represents his monthly fee in the
amount of $1,000 per month, plus applicable taxes. This amount was paid to
Wareham Management Ltd. We incurred travel expenses in the amount of
33
$7,201 for the nine months ended January 31, 2002 in connection with the
evaluation of a prospective additional mineral property.
We incurred a loss of $43,800 for the period ending April 30, 2001. We incurred
a loss of $45,520 for the nine months ended January 31, 2002. Our losses were
attributable entirely to our operating expenses, less interest income.
Liquidity and Capital Resources
We had cash of $53,801 as of April 30, 2001, and had working capital of $44,400
as of April 30, 2001. We had cash of $6,160 as of January 31, 2002, and had a
working capital deficit of $1,120 as of January 31, 2002.
We have funded our business to date from sales of our common stock. We will
require additional financing in order to complete our stated plan of operations
for the next twelve months. Mr. Norman Wareham, our president, has indicated to
us that he will advance up to $50,000 over the next twelve months in order to
enable us to proceed with our plan of operations. We anticipate that these
funds would be advanced as a shareholder loan. Mr. Wareham has also agreed to
defer payment of the management fees payable to Wareham Management pending our
achieving financing from non-affiliate parties that would enable us to pay these
management fees.
Our accounts payable declined to $5,240 as of January 31, 2002, compared to
$9,401 as of April 30, 2001. These accounts payable included $3,750 payable to
Wareham Management in respect of management fees of Norman Wareham that have
been accrued but not paid. These amounts have been accrued and not paid in
order to enable us to further our mineral exploration programs.
The decline in our cash reserves and working capital is reflective of the
current state of our business development. We completed initial equity
financings to provide us with the funds necessary to proceed with the
preliminary stages of our mineral exploration programs. These equity financings
consisted of sales of our common stock. Our cash reserves and working capital
have declined as we have completed our corporate organization, commenced our
exploration program and filed a registration statement with the Securities and
Exchange Commission. We anticipate that our working capital will continue to
decline as we complete further work on our exploration programs. As disclosed
above under Plan of Operations, we will require further financing in order to
enable us to completed our planned exploration program. We anticipate any
further financings will be realized through further sales of our common stock or
loans from Mr. Norman Wareham, our sole executive officer and director.
There is no assurance that we will be able to achieve further sales of our
common stock or any other form of additional financing. If we are unable to
achieve the financing necessary to continue our plan of operations, then will
not be able to continue our exploration of the Wheaton mineral claims and we may
be forced to sell our Wheaton mineral claims. There is no assurance that we
would be able raise sufficient funds from the sale of the Wheaton mineral claims
that would enable us to acquire an interest in another mineral property or to
pursue the acquisition of an interest in any other business.
34
DESCRIPTION OF PROPERTY
We do not own or lease any property other than our interest in our mineral
claims. See section Description of Business on page 25 for more information
about our mineral claims.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to our outstanding shares of
common stock;
* Any of our promoters;
* Any relative or spouse of any of the foregoing persons who has the same
house as such person.
Mr. G.W. Norman Wareham, our sole officer and director, has been our sole
promoter since our inception. Mr. Wareham has acquired 4,200,000 shares of our
common stock at a price of $0.001 US per share. Mr. Wareham paid a total
purchase price of $4,200 for these shares. Mr. Wareham purchased these shares
on August 15, 2000. Other than the purchase of his stock Mr. Wareham has not
entered into any agreement with us in which he is to receive from us or provide
to us any thing of value.
Mr. Wareham and Ms. Catherine Wareham, the spouse of Mr. Wareham, purchased
100,000 shares of our common stock at a price of $0.02 per share on March 15,
2001. Mr. Wareham and Ms. Wareham paid a total purchase price of $2,000 for
these shares.
We have entered into a management agreement with Wareham Management Ltd., a
private company controlled by Mr. Wareham, dated September 15, 2000. We pay
Wareham Management Ltd. a management fee of $1000 per month in consideration for
providing the management and administration services of Mr. Wareham. The amount
of the management fee will be increased in the event that Mr. Wareham is
required to devote more than 15% of his business time to our business.
Administrative services include the provision of our office and office related
services, including telephone and computer services. The management agreement is
for a term commencing September 15, 2000 and expiring on April 30, 2002.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate
applying for trading of our common stock on the over the counter bulletin board
upon the effectiveness of the registration
35
statement of which this prospectus forms a part. However, we can provide no
assurance that our shares will be traded on the bulletin board or, if traded,
that a public market will materialize.
The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or quoted on the
Nasdaq system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system. The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) contains a description of the
broker's or dealer's duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other
requirements of Securities' laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form as the
Commission shall require by rule or regulation. The broker-dealer also must
provide, prior to effecting any transaction in a penny stock, the customer: (a)
with bid and offer quotations for the penny stock; (b) the compensation of the
broker-dealer and its salesperson in the transaction; (c) the number of shares
to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (d) monthly account
statements showing the market value of each penny stock held in the customer's
account. In addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules; the broker-dealer must
make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to
transactions involving penny stocks, and a signed and dated copy of a written
suitably statement. These disclosure requirements may have the effect of
reducing the trading activity in the secondary market for our stock if it
becomes subject to these penny stock rules. Therefore, if our common stock
becomes subject to the penny stock rules, stockholders may have difficulty
selling those securities.
Holders of Our Common Stock
As of the date of this registration statement, we had forty-three (43)
registered shareholders.
Rule 144 Shares
All 8,400,000 shares of our issued and outstanding common stock are currently
available for resale under Rule 144 of the Act.
In general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:
1. 1% of the number of shares of the company's common stock then outstanding
which, in our case, equals approximately 84,000 shares as of the date of this
prospectus; or
36
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on form 144 with
respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold 4,300,000
shares that may be currently be sold pursuant to Rule 144.
Registration Rights
We have not granted registration rights to the selling shareholders or to any
other persons.
Dividends
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities plus
the amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
37
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers for all services rendered in all capacities to us for the
fiscal period ended April 30, 2001.
Annual Compensation Long Term Compensation
------------------- ------------------------
Other All
Annual Restricted LTIP Other
Compen- Stock Options/* pay- Compen-
Name Title Year Salary Bonus sation Awarded SARs(#) outs($) sation
- ---- ----- ---- ------ ----- ------ ---------- --------- ------- -------
G.W. President, 2001 $7,500 0 0 0 0 0 0
Norman Secretary,
Wareham Treasurer
& Director
Stock Option Grants
We did not grant any stock options to the executive officers during our most
recent fiscal year ended April 30, 2001. We have also not granted any stock
options to the executive officers since April 30, 2001. We do not have any
stock options outstanding.
Management Agreement
The services of Mr. Wareham are provided to us pursuant to a management
agreement with Wareham Management Ltd., a company controlled by Mr. Wareham. We
pay Wareham Management Ltd. a management fee of $1000 per month in consideration
for Wareham Management Ltd. providing management and administration services for
us. These management services include the services of Mr. Wareham.
Administrative services include the provision of our office and office related
services, including telephone and computer services. The management agreement is
for a term commencing September 15, 2000 and expiring on April 30, 2002.
38
FINANCIAL STATEMENTS
Index to Financial Statements:
1. Auditors' Report;
2. Audited Financial Statements for the period ending April 30, 2001, including:
a. Balance Sheet
b. Statement of Operations
c. Statement of Stockholders' Equity
d. Statement of Cash Flows
e. Notes to Financial Statements
3. Unaudited Interim Financial Statements for the nine months ended January 31,
2002, including:
a. Balance Sheet
b. Statements of Operations
c. Statements of Cash Flows
d. Statement of Stockholders' Equity
e. Notes to Financial Statements
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
39
<Page>
NORMARK VENTURES CORP.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2001
<Page>
A Partnership of
DAVIDSON & COMPANY======Chartered Accountants=======Incorporated Professionals
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors of
Normark Ventures Corp.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Normark Ventures
Corp. as at April 30, 2001 and the related statements of operations,
stockholders' equity and cash flows for the period from incorporation
on July 27, 2000 to April 30, 2001. These financial statements are
the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards in the United States of America. Those standards require
that we plan and perform an 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, these financial statements present fairly, in all
material respects, the financial position of the Company as at
April 30, 2001 and the results of its operations and its cash flows
for the period from incorporation on July 27, 2000 to April 30, 2001
in conformity with generally accepted accounting principles in the
United States of America.
The accompanying financial statements have been prepared assuming that
Normark Ventures Corp. will continue as a going concern. As discussed
in Note 2 to the financial statements, unless the Company attains
profitable operations and/or obtains additional financing, there is
substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regards to these matters are discussed
in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ DAVIDSON & COMPANY
Vancouver, Canada
Chartered Accountants
June 18, 2001
A Member of SC INTERNATIONAL
============================
Suite 1200, Stock Exchange Tower, 609 Granville Street,
P.O. Box 10372, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172
<Page>
NORMARK VENTURES CORP.
(An Exploration Stage Company)
BALANCE SHEET
(Expressed in United States Dollars)
AS AT APRIL 30, 2001
===========================================================================
ASSETS
Current
Cash $ 53,801
------------
Total assets $ 53,801
===========================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities $ 9,401
------------
Stockholders' equity
Common stock (Note 6)
Authorized
100,000,000 common shares, par value of $0.001
Issued
8,400,000 common shares 8,400
Additional paid-in capital 79,800
Deficit accumulated during the exploration stage (43,800)
------------
44,400
------------
Total liabilities and stockholders' equity $ 53,801
===========================================================================
History and organization of the Company (Note 1)
Commitment (Note 9)
The accompanying notes are an integral part of these financial statements.
<Page>
NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
(Expressed in United States Dollars)
PERIOD FROM INCORPORATION ON JULY 27, 2000 TO APRIL 30, 2001
===========================================================================
REVENUE
Interest income $ 809
------------
EXPENSES
Bank charges 308
Consulting fees 4,129
Management fees 8,025
Mineral property acquisition costs (Note 5) 6,416
Office and general 1,706
Professional fees 19,260
Telephone and utilities 206
Travel and promotion 4,559
------------
44,609
------------
Loss for the period $ (43,800)
===========================================================================
Basic and diluted loss per share $ (0.01)
===========================================================================
Weighted average number of shares of common stock outstanding 4,594,223
===========================================================================
The accompanying notes are an integral part of these financial statements.
<Page>
NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
===========================================================================
Deficit
Common Stock Accumulated
Issued Additional During the Total
----------------- Paid-in Exploration Stockholders'
Shares Amount Capital Stage Equity
============================================================================
Balance,
July 27, 2000 - $ - $ - $ - $ -
Common stock
issued for
cash at
$0.001 per
share 4,200,000 4,200 - - 4,200
Common stock
issued for
cash at
$0.02 per
share 4,200,000 4,200 79,800 - 84,000
Loss for the
Period - - - (43,800) (43,800)
--------- --------- ---------- ----------- -----------
Balance,
April 30, 2001 8,400,000 $ 8,400 $ 79,800 $ (43,800) $ 44,400
===========================================================================
The accompanying notes are an integral part of these financial statements.
<Page>
NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Expressed in United States Dollars)
PERIOD FROM INCORPORATION ON JULY 27, 2000 TO APRIL 30, 2001
===========================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (43,800)
Changes in non-cash working capital items:
Increase in accounts payable and accrued liabilities 9,401
------------
Net cash used in operating activities (34,399)
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock for cash 88,200
------------
Net cash provided by financing activities 88,200
------------
Change in cash during the period 53,801
Cash, beginning of period -
------------
Cash, end of period $ 53,801
===========================================================================
Cash paid during the period for interest $ -
===========================================================================
Cash paid during the period for income taxes $ -
===========================================================================
The accompanying notes are an integral part of these financial statements.
<Page>
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2001
===========================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated on July 27, 2000 under the Laws of
the State of Nevada and is in the business of exploration and
development of mineral properties. The Company has not yet
determined whether its properties contain mineral resources that
may be economically recoverable. The Company therefore has not
reached the development stage and is considered to be an
exploration stage company in accordance with Statement of
Financial Accounting Standards No. 7.
2. GOING CONCERN
These financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and the
satisfaction of liabilities and commitments in the normal course
of business. The general business strategy of the Company is to
acquire mineral properties either directly or through the
acquisition of operating entities. The continued operations of
the Company and the recoverability of mineral property costs is
dependent upon the existence of economically recoverable
reserves, confirmation of the Company's interest in the
underlying mineral claims, the ability of the Company to obtain
necessary financing to complete the development and upon future
profitable production. The Company has incurred operating losses
and requires additional funds to meet its obligations and
maintain its operations. Management's plan in this regard is to
raise equity financing as required. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern. These financial statements do not include any
adjustments that might result from this uncertainty.
===========================================================================
April 30,
2001
===========================================================================
Deficit accumulated during the exploration stage $ (43,800)
Working capital 44,400
===========================================================================
3. SIGNIFICANT ACCOUNTING POLICIES
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 amount of
assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Loss per share
Statement of Financial Accounting Standards No. 128, "Earnings
Per Share" requires basic and diluted earnings per share to be
presented. Basic earnings per share is computed by dividing
income available to common shareholders by the weighted average
number of shares of common stock outstanding during the period.
Diluted earnings per share takes into consideration shares of
common stock outstanding (computed under basic earnings per
share) and potentially dilutive shares of common stock.
<Page>
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2001
===========================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd...)
Foreign currency translation
Translation amounts denominated in foreign currencies are
translated into United States currency at exchanges rates
prevailing at transactions dates. Carrying values of monetary
assets and liabilities are adjusted at each balance sheet date to
reflect the exchange rate at that date. Gains and losses from
restatement of foreign currency monetary assets and liabilities
are included in income.
Comprehensive income
The Company has adopted Statement of Financial Accounting
Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income".
This statement establishes rules for the reporting of
comprehensive income and its components. The adoption of SFAS
130 had no impact on total stockholders' equity as of April 30,
2001.
Income taxes
Income taxes are provided in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes". A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net
operating loss carryforwards. Deferred tax expenses (benefit)
result from the net change during the period of deferred tax
assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.
Accounting for derivative instruments and hedging activities
In June 1998, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standard No. 133
"Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133") which establishes accounting and reporting standards
for derivative instruments and for hedging activities. SFAS 133
is effective for all fiscal quarters of fiscal years beginning
after June 15, 1999. In June 1999, the FASB issued SFAS 137 to
defer the effective date of SFAS 133 to fiscal quarters of fiscal
years beginning after June 15, 1999. In June 2000, the FASB
issued Statement of Financial Accounting Standard No. 138 which
is a significant amendment to SFAS 133. The Company does not
anticipate that the adoption of these statements will have a
significant impact on its financial statements.
Mineral properties
Costs of acquisition, exploration, carrying, and retaining
unproven properties are expensed as incurred. Direct costs
relating to the acquisition, exploration and development of
proven properties are capitalzed until the properties are placed
into production, sold or abandoned. These costs will be
amortized over the proven reserves of the properties following
commencement of production or over a shorter period if the
properties are shown to have an impairment in value.
Environmental requirements
At the report date, environmental requirements related to mineral
claims acquired (Note 5) are unknown and therefore an estimate of
any future cost cannot be made.
<Page>
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2001
===========================================================================
4. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and accounts
payable and accrued liabilities. Unless otherwise noted, it is
management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these
financial instruments. The fair value of these financial
instruments approximate their carrying values, unless otherwise
noted.
5. MINERAL PROPERTY
Pursuant to an agreement dated April 30, 2001, the Company
acquired a 100% interest in certain mining claims located in the
Whitehorse Mining District of the Yukon Territory in Canada for
$6,416 (CDN$10,000 - paid). As the claims do not contain any
known reserves, the acquisition costs were expensed during the
period ended April 30, 2001. The property is subject to a 2% Net
Smelter Returns royalty ("NSR") payable to the vendor. If, after
commencement of commercial production from the mineral claims,
the NSR payable to the vendor in any calendar year is less than
$12,832 (CDN$20,000), then the Company will be obligated to pay
to the vendor the difference between the $12,832 and the actual
NSR paid for the year. The royalty will terminate once the
vendor receives a total of CDN$1,000,000 in royalty payments.
If the Company abandons the property, the Company is obligated to
maintain the claims in good standing for a minimum period of one
year from the date of abandonment.
The mineral property claims expire November 27, 2001.
6. COMMON STOCK
On August 15, 2000, the Company issued 4,200,000 shares of common
stock under Regulation S of the Securities Act of 1933 for total
proceeds of $4,200.
On March 15, 2001, the Company issued 4,200,000 shares of common
stock under Regulation S of the Securities Act of 1933 for total
proceeds of $84,000.
Common shares
The common shares of the Company are all of the same class, are
voting and entitle shareholders to receive dividends. Upon
liquidation or wind-up, shareholders are entitled to participate
equally with respect to any distribution of net assets or any
dividends which may be declared.
Additional paid-in capital
The excess of proceeds received for shares of common stock over
their par value of $0.001, less share issue costs, is credited to
additional paid-in capital.
<Page>
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
APRIL 30, 2001
===========================================================================
7. RELATED PARTY TRANSACTIONS
During the period ended April 30, 2001, the Company entered into
the following transactions with related parties:
a) Paid management fees of $8,025 to a company controlled by the
director of the Company.
b) Issued 4,200,000 shares of common stock for proceeds of
$4,200 to a director of the Company and 100,000 shares of
common stock for proceeds of $2,000 to a relative of a director
of the Company.
These transactions were in the normal course of operations and
were measured at the exchange value which represented the amount
of consideration established and agreed to by the related
parties.
8. INCOME TAXES
The Company's total deferred tax asset is as follows:
===========================================================================
April 30,
2001
===========================================================================
Tax benefit of net operating loss carryforward $ 15,050
Valuation allowance (15,050)
-----------
$ -
===========================================================================
The Company has net operating loss carryforwards of approximately
$43,000. The valuation allowance increased to $15,050 during the
period ended April 30, 2001 since the realization of the
operating loss carryforwards are doubtful. It is reasonably
possible that the Company's estimate of the valuation allowance
will change.
The operating loss carryforwards will expire in 2021.
9. COMMITMENT
The Company is committed to pay the director of the Company a
monthly management fee of $1,000 per month pursuant to a
Management Services Agreement expiring April 30, 2002.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
NORMARK VENTURES CORP.
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited)
===============================================================================
January 31, April 30,
2002 2001
- -------------------------------------------------------------------------------
ASSETS
Current
Cash $ 6,160 $ 53,801
------------ ---------
Total assets $ 6,160 $ 53,801
===============================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current
Accounts payable and accrued liabilities $ 7,280 $ 9,401
------------ ---------
Commitment (Note 10)
Stockholders' equity (deficiency)
Common stock (Note 7)
Authorized
100,000,000 common shares,
par value of $0.001
Issued
8,400,000 common
shares (April 30, 2001
- 8,400,000 common shares) 8,400 8,400
Additional paid-in capital 79,800 79,800
Deficit accumulated
during the exploration stage (89,320) (43,800)
------------ ---------
(1,120) 44,400
------------ ---------
Total liabilities and
stockholders' equity
(deficiency) $ 6,160 $ 53,801
===============================================================================
History and organization of the Company (Note 1)
The accompanying notes are an integral part of these financial statements.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited)
================================================================================
Cumulative
Amounts Period
From Three Three Nine From
Incorporation Month Month Month Incorporation
on July 27, Period Period Period on July 27,
2000 to Ended Ended Ended 2000 to
January 31, January 31, January 31, January 31, January 31,
2002 2002 2001 2002 2001
----------- ----------- ----------- ----------- --------
EXPENSES
Bank charges $ 576 $ 80 $ 83 $ 268 $ 219
Consulting fees 8,698 - - 4,569 -
Management fees 17,655 3,210 - 9,630 -
Mineral property acquisition
costs (Note 6) 6,526 - - 110 -
Office and general 2,587 28 25 881 25
Professional fees 40,396 1,700 5,700 21,136 5,700
Telephone and utilities 2,371 797 - 2,165 -
Travel and promotion 11,760 853 - 7,201 -
----------- ----------- ----------- ----------- --------
Loss before other item (90,569) (6,668) (5,808) (45,960) (5,944)
OTHER ITEM
Interest income 1,249 13 315 440 315
----------- ----------- ----------- ----------- --------
Loss for the period $ (89,320) $ (6,655) $ (5,493) $ (45,520) $(5,629)
===============================================================================================
Basic and diluted loss per share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
===============================================================================================
Weighted average number of
shares of common stock
outstanding 8,400,000 4,200,000 8,400,000 3,775,532
===============================================================================================
The accompanying notes are an integral part of these financial statements.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(Expressed in United States Dollars)
(Unaudited)
================================================================================
Deficit
Common Stock Issued Addit- Accumulated Total
==================== ional During the Stockholders'
Paid-in Exploration Equity
Shares Amount Capital Stage (Deficiency)
--------- ------- -------- --------- -------------
Balance, July 27, 2000 - $ - $ - $ - $ -
Common stock issued for cash
at $0.001 per share 4,200,000 4,200 - - 4,200
Common stock issued for cash
at $0.02 per share 4,200,000 4,200 79,800 - 84,000
Loss for the period - - - (43,800) (43,800)
--------- ------- -------- --------- -------------
Balance, April 30, 2001 8,400,000 8,400 79,800 (43,800) 44,400
Loss for the period - - - (45,520) (45,520)
--------- ------- -------- --------- -------------
Balance, January 31, 2002 8,400,000 $ 8,400 $ 79,800 $(89,320) $ (1,120)
The accompanying notes are an integral part of these financial statements.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited)
================================================================================
Cumulative
Amounts Nine Period
From Month From
Incorporation Period Incorporation
on July 27, Ended on July 27,
2000 to January 2000 to
January 31, 31, January 31,
2002 2002 2001
--------- --------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $(89,320) $(45,520) $(5,629)
Changes in non-
cash working
capital item:
Increase (decrease) in
accounts payable and
accrued liabilities 7,280 (2,121) 1,668
--------- --------- --------
Net cash used in operating activities (82,040) (47,641) (3,961)
--------- --------- --------
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of capital
stock for cash 88,200 - 47,700
--------- --------- --------
Net cash provided by
financing activities 88,200 - 47,700
--------- --------- --------
Change in cash
during the period 6,160 (47,641) 43,739
================================================================================
Cash, beginning
of period - 53,801 -
--------- --------- --------
Cash, end
of period $ 6,160 $ 6,160 $43,739
===============================================================================
Cash paid during
the period for
interest $ - $ - $ -
===============================================================================
Cash paid during
the period for
income taxes $ - $ - $ -
===============================================================================
There were no significant non-cash financing or investing activities for the
periods presented.
The accompanying notes are an integral part of these financial statements.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
================================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated on July 27, 2000 under the Laws of the State
of Nevada and is in the business of the exploration of mineral properties and is
considered to be an exploration stage company in accordance with Statement of
Financial Accounting Standards No. 7.
2. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared by the
Company in conformity with United States generally accepted accounting
principles for interim financial statements and pursuant to the rules and
regulations of the Securities and Exchange commission.
In the opinion of management, the accompanying financial statements contain
all adjustments necessary (consisting of normal recurring accruals) to present
fairly the financial information contained therein. These statements do not
include all disclosures required by United States generally accepted accounting
principles and should be read in conjunction with the audited financial
statements of the Company for the period ended April 30, 2001. The results of
operations for the nine month period ended January 31, 2002 are not necessarily
indicative of the results to be expected for the year ending April 30, 2002.
3. GOING CONCERN
These financial statements have been prepared in conformity with United
States generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. The general business strategy
of the Company is to acquire mineral properties either directly or through the
acquisition of operating entities. The continued operations of the Company and
the recoverability of mineral property costs is dependent upon the existence of
economically recoverable reserves, confirmation of the Company's interest in the
underlying mineral claims, the ability of the Company to obtain necessary
financing to complete the development and upon future profitable production.
The Company has incurred operating losses and requires additional funds to meet
its obligations and maintain its operations. Management's plan in this regard
is to raise equity financing as required. These conditions raise substantial
doubt about the Company's ability to continue as a going concern. These
financial statements do not include any adjustments that might result from this
uncertainty.
===============================================================================
January 31, April 30,
2002 2001
- --------------------------------------------------------------------------------
Deficit accumulated during the exploration stage $ (89,320) $ (43,800)
Working capital (deficiency) (1,120) 44,400
================================================================================
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
================================================================================
4. SIGNIFICANT ACCOUNTING POLICIES
Use of estimates
The preparation of financial statements in conformity with United States
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amount of assets and liabilities and
the disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from these estimates.
Loss per share
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
requires basic and diluted earnings per share to be presented. Basic earnings
per share is computed by dividing income available to common shareholders by the
weighted average number of shares of common stock outstanding during the period.
Diluted earnings per share takes into consideration shares of common stock
outstanding (computed under basic earnings per share) and potentially dilutive
shares of common stock.
Foreign currency translation
Translation amounts denominated in foreign currencies are translated into
United States currency at exchange rates prevailing at transactions dates.
Carrying values of monetary assets and liabilities are adjusted at each balance
sheet date to reflect the exchange rate at that date. Gains and losses from
restatement of foreign currency monetary assets and liabilities are included in
income.
Cash and cash equivalents
Cash and cash equivalents include highly liquid investments with original
maturities of three months or less.
Comprehensive income
The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income". This statement establishes
rules for the reporting of comprehensive income and its components. The
adoption of SFAS 130 had no impact on total stockholders' equity (deficiency) as
of January 31, 2002.
Income taxes
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes". A deferred tax
asset or liability is recorded for all temporary differences between financial
and tax reporting and net operating loss carryforwards. Deferred tax expenses
(benefits) result from the net change during the period of deferred tax assets
and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all of
the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
================================================================================
4. SIGNIFICANT ACCOUNTING POLICIES (cont'd )
Accounting for derivative instruments and hedging activities
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133") which establishes accounting
and reporting standards for derivative instruments and for hedging activities.
SFAS 133 is effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. In June 1999, the FASB issued SFAS 137 to defer the effective
date of SFAS 133 to fiscal quarters of fiscal years beginning after June 15,
1999. In June 2000, the FASB issued Statement of Financial Accounting Standard
No. 138 which is a significant amendment to SFAS 133. The adoption of these
statements had no significant impact on the Company's financial statements.
Mineral properties
Costs of acquisition, exploration, carrying, and retaining unproven
properties are expensed as incurred.
Environmental requirements
The Company is not aware of any environmental requirements or liabilities
related to mineral claims acquired (Note 6) and therefore an estimate of any
future cost cannot be made.
5. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and accounts payable
and accrued liabilities. Unless otherwise noted, it is management's opinion
that the Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments. The fair value of these
financial instruments approximate their carrying values, unless otherwise noted.
6. MINERAL PROPERTY
Pursuant to an agreement dated April 30, 2001, the Company acquired a 100%
interest in certain mining claims located in the Whitehorse Mining District of
the Yukon Territory in Canada for $6,416 (CDN$10,000 - paid). As the claims do
not contain any known reserves, all acquisition costs are expensed. The
property is subject to a 2% Net Smelter Returns royalty ("NSR") payable to the
vendor. If, after commencement of commercial production from the mineral
claims, the NSR payable to the vendor in any calendar year is less than $12,832
(CDN$20,000), then the Company will be obligated to pay to the vendor the
difference between the $12,832 and the actual NSR paid for the year. The
royalty will terminate once the vendor receives a total of CDN$1,000,000 in
royalty payments.
If the Company abandons the property, the Company is obligated to maintain
the claims in good standing for a minimum period of one year from the date of
abandonment.
The mineral property claims originally expired on November 27, 2001.
During the three month period ended January 31, 2002, the mineral property
claims were renewed for a term of one year and expire on November 27, 2002.
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
================================================================================
7. COMMON STOCK
On August 15, 2000, the Company issued 4,200,000 shares of common stock
under Regulation S of the Securities Act of 1933 for total proceeds of $4,200.
On March 15, 2001, the Company issued 4,200,000 shares of common stock
under Regulation S of the Securities Act of 1933 for total proceeds of $84,000.
Common shares
The common shares of the Company are all of the same class, are voting and
entitle shareholders to receive dividends. Upon liquidation or wind-up,
shareholders are entitled to participate equally with respect to any
distribution of net assets or any dividends which may be declared.
Additional paid-in capital
The excess of proceeds received for shares of common stock over their par
value of $0.001, less share issue costs, is credited to additional paid-in
capital.
8. RELATED PARTY TRANSACTIONS
During the nine month period ended January 31, 2002, the Company paid
management fees of $9,630 (2000 - $Nil) to a company controlled by the director
of the Company.
These transactions were in the normal course of operations and were
measured at the exchange value which represented the amount of consideration
established and agreed to by the related parties.
9. INCOME TAXES
The Company's total deferred tax asset is as follows:
January 31, April 30,
2002 2001
==== ====
Tax benefit of net operating loss carryforwards $ 30,260 $ 15,050
Valuation allowance (30,260) (15,050)
-------- --------
$ - $ -
================================================================================
NORMARK VENTURES CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited)
JANUARY 31, 2002
================================================================================
9. INCOME TAXES (cont'd )
The Company has net operating loss carryforwards of approximately $89,000
(April 30, 2001 - $43,000). The valuation allowance increased to $30,260 from
$15,050 during the nine month period ended January 31, 2002 since the
realization of the operating loss carryforwards are doubtful. It is reasonably
possible that the Company's estimate of the valuation allowance will change.
The operating loss carryforwards will expire beginning in 2021.
10. COMMITMENT
The Company is committed to pay the director of the Company a monthly
management fee of $1,000 per month pursuant to a Management Services Agreement
expiring April 30, 2002.
AVAILABLE INFORMATION
We have filed a registration statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement and does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company and are not necessarily
complete. We refer you to our registration statement and each exhibit attached
to it for a more complete description of matters involving the company, and the
statements we have made in this prospectus are qualified in their entirety by
reference to these additional materials. You may inspect the registration
statement, exhibits and schedules filed with the Securities and Exchange
Commission at the Commission's principal office in Washington, D.C. Copies of
all or any part of the registration statement may be obtained from the Public
Reference Section of the Securities and Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for
further information on the operation of the public reference rooms. The
Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
We do not currently provide annual reports to shareholders nor do we file
reports with the Securities and Exchange Commission. Upon, or just prior to,
effectiveness of this form SB-2 registration statement, we intend to file a form
8-A registration statement under the Securities Exchange Act of 1934. We will
then become a fully reporting company with the Commission and we will deliver
annual reports to security holders which will include audited financial
statements.
40
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the Nevada Revised Statutes, director immunity from liability to a company
or its shareholders for monetary liabilities applies automatically unless it is
specifically limited by a company's Articles of Incorporation. Our Articles of
Incorporation do not specifically limit our directors' immunity. Excepted from
that immunity are: (a) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the director has a material
conflict of interest; (b) a violation of criminal law, unless the director had
reasonable cause to believe that his or her conduct was lawful or no reasonable
cause to believe that his or her conduct was unlawful; (c) a transaction from
which the director derived an improper personal profit; and (d) willful
misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding, or part
thereof, initiated by such person unless such indemnification: (a) is expressly
required to be made by law, (b) the proceeding was authorized by our board of
directors, (c) is provided by us, in our sole discretion, pursuant to the powers
vested us under Nevada law or (d) is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance to any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or officer, of the company, or
is or was serving at the request of the company as a director or executive
officer of another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding, promptly following
request therefore, all expenses incurred by any director or officer in
connection with such proceeding upon receipt of an undertaking by or on behalf
of such person to repay said amounts if it should be determined ultimately that
such person is not entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer of the
company, except by reason of the fact that such officer is or was a director of
the company in which event this paragraph shall not apply, in any action, suit
or proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made: (a) by the board of directors by
a majority vote of a quorum consisting of directors who were not parties to the
proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in or
not opposed to the best interests of the company.
41
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 21.00
Federal Taxes $ NIL
State Taxes and Fees $ NIL
Transfer Agent Fees $ 1,000.00
Accounting fees and expenses $ 2,000.00
Legal fees and expenses $20,000.00
Blue Sky fees and expenses $ 2,000.00
Miscellaneous $ NIL
----------
Total $25,021.00
==========
- --------------------------------------------------------------------------------
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
We issued 4,200,000 shares of common stock on August 15, 2000 to Mr. G.W. Norman
Wareham. Mr. Wareham is our sole director and our president, secretary and
treasurer. These shares were issued pursuant to Section 4(2) of the Securities
Act of 1933 (the "Securities Act") at a price of $0.001 per share, for total
proceeds of $4,200. The 4,200,000 shares of common stock are restricted shares
as defined in the Securities Act.
We completed an offering of 4,200,000 shares of our common stock at a price of
$0.02 per share to a total of twenty-eight purchasers on March 15, 2001. The
total amount received from this offering was $84,000. We completed the offering
pursuant to Regulation S of the Securities Act. All sales were made in reliance
of Category 3 of Rule 903 of Regulation S on the basis that: (a) each sale was
an offshore transaction; (b) no directed selling efforts were made by us in
completing any sales; and (c) offering restrictions were implement. These
offering restrictions included endorsing all stock certificates representing the
purchased shares with the legend required by Rule 905 of Regulation S. Each
purchaser: (a) certified to us that purchaser is not a U.S. person as defined in
Regulation S; (b) agreed to resell the purchased shares only in accordance with
the provisions of Regulation S, pursuant to registration under the Act, or
pursuant to an available exemption from registration; (c) agreed not to engage
in hedging transactions with regard to the shares unless in compliance with the
Act; and (d) agreed that we were required to refuse to register any transfer of
the shares not in compliance with the provisions of Regulation S, pursuant to
registration under the Act or pursuant to an available exemption from
registration. We did not engage in a distribution of this offering in the
United States. Each purchaser represented his intention to acquire the
securities for investment only and not with a view toward distribution. Each
investor was given adequate access to sufficient information about us to make an
informed investment decision. None of the securities were sold
42
through an underwriter and accordingly, there were no underwriting discounts or
commissions involved. No registration rights were granted to any of the
purchasers.
ITEM 27. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------------ --------------------
3.1 Articles of Incorporation*
3.2 By-Laws, as amended*
4.1 Share Certificate*
5.1 Opinion of Cane & Company, LLC, with consent to use*
10.1 Management Agreement with Wareham Management Ltd.
dated September 15, 2000*
10.2 Mining Property Purchase Agreement with Glen
MacDonald dated April 30, 2001*
23.1 Consent of Davidson & Company, Chartered Accountants
23.2 Consent of W.G. Timmins, P.Eng.
* Previously filed with the SEC on our Form SB-2 registration statement
filed on November 21, 2001
ITEM 28. 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 this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, 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 hereby which remain unsold at the termination of
the offering.
43
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
44
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on May 7, 2002.
NORMARK VENTURES CORP.
By: /s/ G.W. Norman Wareham
_____________________________
G.W. Norman Wareham, President
POWER OF ATTORNEY
ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints G.W. Norman Wareham, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all pre- or post-effective amendments to this registration statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any one of them, or their or his substitutes,
may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ G.W. Norman Wareham President, Secretary, Treasurer May 7, 2002
- ------------------------- and Director
G.W. Norman Wareham (Principal Executive Officer)
(Principal Financial Officer)
(Principal Accounting Officer)