Filed Pursuant to Rule 424(b)(3)
Registration Number 333-86564
PROPSECTUS SUPPLEMENT NO. 1
Dated October 10, 2002
To Prospectus dated August 28, 2002
MERRITT VENTURES CORP.
2,437,500 SHARES
COMMON STOCK
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This prospectus supplement relates to the 2,437,500 shares of our common stock
we registered on behalf of selling shareholders.
This prospectus supplement should be read in conjunction with the prospectus
dated August 28, 2002, which is to be delivered with this prospectus supplement.
All capitalized terms used in this prospectus supplement shall have the meanings
given them in the prospectus.
The information appearing under the heading "Plan of Operations" in the
prospectus is superseded in full by the information appearing below:
Plan of Operations
Our business plan is to proceed with the exploration of the Zumar mineral claim
to determine whether there are commercially exploitable reserves of gold and
silver. We have completed the first phase of the exploration program
recommended within the geological report. We anticipate that the cost of phase
two of the recommended geological exploration program will cost approximately
$10,500. We had $55,205 in cash as of December 31, 2001. We had cash of
$24,095 at June 30, 2002. Accordingly, we anticipate being able to afford to
proceed with the second phase of the exploration program to be completed in the
spring or summer of 2003, without additional financing.
Mr. Leonard Gal, our geologist, has completed the first phase of the work
program. We have determined to proceed with phase 2 based on the results of
phase 1 and the recommendation of the geologist. Phase 2, however, will not
happen until the spring or summer season of 2003. After late November, the
temperatures are very cold and there is substantial snowfall thus preventing us
from conducting any work programs. We anticipate that we will receive the
results of phase 2 of the exploration during the fall of next year. Upon
completion of phase two of the work program and receipt of those results, we
will evaluate the recommendations made by Mr. Leonard Gal as contained in his
geological report.
We anticipate that we will incur the following expenses over the next twelve
months:
1. $10,500 in connection with the completion of phase 2 of our recommended
geological work program; and
2. $5,000 for operating expenses, including professional legal and accounting
expenses associated with our becoming a reporting issuer under the
Securities Exchange Act of 1934;
We had cash in the amount of $55,205 as of December 31, 2001. Our total
expenditures for the fiscal year ended December 31, 2002, are anticipated to be
$30,182 with an additional $10,500 that will be spent in the first half of 2003
on the Phase 2 work program. We believe we have sufficient cash resources to
pay for our operating expenses through December 31, 2002 and cover the Phase 2
work that will be conducted in 2003. At June 30, 2002, we had $24,095, after
completing phase 1 of the recommended work program.
Results of Operations for Period Ending June 30, 2002
We did not earn any revenues during the period ending June 30, 2002. 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 $53,678 for the period from
inception on February 20, 2001 to June 30, 2002. These operating expenses
included: (a) payment of $1,000 in connection with our option payment
obligations, (b) payments of $7,856 for exploration costs in connection of the
Zumar mineral claim; and (c) professional fees in the amount of $36,569 in
connection with our corporate organization. We anticipate our operating
expenses will increase as we undertake our plan of operations. The increase
will be attributable to our completion of phase two of our geological
exploration program and the professional fees to be incurred in connection with
the filing of a registration statement with the Securities Exchange Commission
under the Securities Act of 1933. We anticipate our ongoing operating expenses
will also increase once we become a reporting company under the Securities
Exchange Act of 1934.
We incurred a loss in the amount of $53,678 for the period from inception to
June 30, 2002. Our loss was attributable entirely to operating expenses.
Liquidity and Capital Resources
We had cash of $24,095 as of June 30, 2002, and had working capital of $15,072
as of June 30, 2002. Phase 2 of the recommended work program is estimated to
cost $10,500 and will consume a substantial portion of our working capital.
Although we believe we have sufficient resources to cover the second phase of
our exploration, the directors of the company have orally agreed to advance
additional capital to the company if needed in order for the company to meet any
commitments. Since such arrangements are oral, no specific terms have been
established between the company and the directors who would be advancing such
funds.
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We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
stated in their report that they have substantial doubt we will be able to
continue as a going concern.
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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.
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The Date of this Prospectus Supplement is October 10, 2002:
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