11
INFORMATION STATEMENT PURSUANT TO
SECTION 14 (c) OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by rule 14c-5(d) (2)
[ ] Definitive Information Statement
RUBINCON VENTURES INC.
- ----------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the Appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which
the filing fee is Calculated and state how it was determined:
---------------
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: -----------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11 (a)
(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing statement by registration
statement number or the Form or Schedule and the date of its
filing.
(1) Amount previously paid: -------------------
(2) Form, Schedule or Registration Statement No.:
- ---------------
(3) Filing Party: -------------------
(4) Date Filed: ---------------------
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RUBINCON VENTURES INC.
4761 Cove Cliff Road
North Vancouver, B.C.
Canada, V7G 1H8
Preliminary Information Statement
Pursuant to Section 14 of the Securities Exchange Act of 1934,
As amended, and Regulation 14C and Schedule 14C thereunder.
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WE ARE NOT ASKING FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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INTRODUCTION
This Information Statement will be mailed on or about August 10, 2003 to the
stockholders (the "Stockholders") of record on July 31, 2003 of Rubincon
Ventures Inc. (the "Company"), a Delaware corporation, in connection with
certain actions to be approved by the shareholders at the Second Annual General
Meeting to be held on September 5, 2003 as follows:
1. To elect directors for a term expiring at the 2004 Annual General Meeting
of Shareholders (the "Meeting");
2. To approve Andersen, Andersen & Strong as independent auditors for
the fiscal year ended January 31, 2004;
3. To receive the report of the independent auditors of the Company and the
financial statements for the year ended January 31, 2003;
4. To approve the appointment of three additional directors if deemed
appropriate by the existing directors; and
5. To transact any other business that may properly come before the Meeting
and any adjournment or postponement of the Meeting.
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RUBINCON VENTURES INC.
4761 Cove Cliff Road
North Vancouver, B.C.
Canada, V7G 1H8
Preliminary Information Statement
Pursuant to Section 14 of the Securities Exchange Act of 1934
As amended, and Regulation 14C and Schedule 14C thereunder.
RUBINCON VENTURES INC.
Annual Meeting of Stockholders to be held on September 5, 2003
TO OUR STOCKHOLDERS:
Notice is hereby given that the following actions are planned to be taken
pursuant to Written Consent of the Majority Stockholders of RUBINCON VENTURES
INC.
1. To elect directors for a term expiring at the 2004 Annual General Meeting
of Shareholders (the "Meeting");
2. To approve Andersen Andersen & Strong as independent auditors for the
fiscal year ended January 31, 2004;
3. To receive the report of the independent auditors of the Company and the
financial statements for the year ended January 31, 2003;
4. To approve the appointment of three additional directors if deemed
appropriate by the existing directors; and
5. To transact any other business that may properly come before the Meeting
and any adjournment or postponement of the Meeting.
The date, time and place at which action is to be taken by written consent on
the matters to be acted upon, and at which consents are to be submitted, is
September 5, 2003, at 10:00 a.m. (Pacific Time) at the Royal Vancouver Yacht
Club, 3811 Pont Grey Road, Vancouver, British Columbia, Canada.
This Information Statement is being first sent or given to security holders on
approximately August 10, 2003.
This Information Statement will serve as written notice to stockholders
pursuant to Section 222 of the Delaware General Corporate Law.
By order of the Board of Directors,
/s/ "Ted Reimchen"
---------------------------------
Ted Reimchen, Chief Executive Officer,
President and Director
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RUBINCON VENTURES INC.
INFORMATION STATEMENT
Meeting of Stockholders to be held on September 5, 2003
This Information Statement is being furnished by the Board of Directors of
Rubincon Ventures Inc., a Delaware corporation ("Rubincon" or the "Company"), to
the holders of the outstanding shares of the Company's common stock, par value
$0.001 per share (the "Common Stock" or "Shares"), as at the close of business
on July 31, 2003 (the "Record Date"), in connection with the approval of the
following actions: (a) election of directors; (b) appointment of auditors; (c)
approval of audited financial statements as at January 31, 2003; and (d)
appointment of three additional directors if deemed appropriate by the
existing directors.
Only stockholders of record at the close of business on the Record Date are
entitled to notice of the foregoing actions. There are 2,400,820 shares of
common stock issued and outstanding. Each share of common stock held of record
on the record date represents one vote for purposes of determining whether a
majority of the issued and outstanding shares have approved and adopted the
foregoing actions.
VOTING SECURITIES AND VOTE REQUIRED
On July 30, 2003, the Board of Directors authorized and approved, subject to
shareholder approval, certain corporate actions, which the Board of Directors
deemed to be in the best interests of the Company and its shareholders. The
Board of Directors further authorized the preparation and circulation of this
Information Statement and a shareholder's consent to the holders of a majority
of the outstanding shares of the Company's Common Stock.
There are currently 2,400,820 shares of the Company's Common Stock
outstanding, and each share of Common Stock is entitled to one vote. Except for
the Common Stock, there is no other class of voting securities outstanding
at this date. The record date for determining shareholders entitled to vote
or give consent is July 31, 2003.
The cost of this Information Statement, consisting of printing, handling,
and mailing of the Information Statement and related material, and the other
expenses incurred will be paid by the Company.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
As of the date of this Information Statement, the directors and executive
officers of the Company are as follows:
Name Age Position
- ---- --- --------
Ted Reimchen 62 President and Director
Irene Campany 62 Secretary Treasurer and
Director
Martine Rummelhoss 45 Director
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For further information concerning the Officers, Directors, and Nominees to the
Board of Directors, please see "Election of Three (3) Persons."
Audit Committee
As of the date of this Information Statement, the members of the
audit-committee are Ted Reimchen and Martine Rummelhoss. On July 21, 2003
the directors approved Louise Murphy as an independent member of the audit
committee (refer to Ms. Murphy's resume on page 10). The Audit Committee has
not yet met to perform its function. Therefore, the role of an audit
committee during the past year has been conducted by the Board of Directors of
the Company.
After electing by the shareholders of the nominated directors named herein,
the Company intends to continue the Audit Committee comprised of Ted Reimchen,
Martine Rummelhoss and Louise Murphy as the independent non-director
member. Therefore, the Audit Committee will be comprised of one
disinterested member. The Audit Committee's primary function will be to
provide advice with respect to the Company's financial matters and to assist
the Board of Directors in fulfilling its oversight responsibilities regarding
finance, accounting, tax and legal compliance. The Audit Committee's primary
duties and responsibilities will be to: (i) serve as an independent and
objective party to monitor the Company's financial reporting process and
internal control system; (ii) review and appraise the audit efforts of
the Company's independent accountants; (iii) evaluate the Company's quarterly
financial performance as well as its compliance with laws and regulations;
(iv) oversee management's establishment and enforcement of financial
policies and business practices; and (v) provide an open avenue of
communication among the independent accountants, management and the Board of
Directors.
The Board of Directors has considered whether the provision of such
non-audit services would be compatible with maintaining the principle
independent accountants' independence. The Board of Directors considered
whether the independent principal auditors are independent, and concluded that
the auditors for the previous fiscal year ended January 31, 2003 were
independent.
During fiscal year ended January 31, 2003, the Company incurred
approximately $3,400 in fees to its principal independent accountants for
professional services rendered in connection with the examination of the
Company's financial statements for the fiscal year ended January 31, 2003 and
for the review of the Company's financial statements for the quarters ended
April 30, July 31, and October 31, 2002.
All Other Fees
During fiscal year ended January 31, 2003, the Company did not incur any
other fees for professional services rendered by its principal independent
accountants for all other non-audit services which may include, but is not
limited to, tax-related services, actuarial services or valuation services.
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SECURITIY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information as of the Record Date concerning: (i)
each person who is known by the Company to own beneficially more than 5% of the
Company's outstanding Common Stock; (ii) each of the Company's executive
officers, directors and key employees; and (iii) all executive officers and
directors as a group. Common Stock not outstanding but deemed beneficially
owned by virtue of the right of an individual to acquire shares within 60 days
is treated as outstanding only when determining the amount and percentage of
Common Stock owned by such individual. Except as noted, each person or entity
has sole voting and sole investment power with respect to the shares shown.
Amount of
Title or Name and Address of Beneficial Percent of
Class Beneficial Owner (1) Ownership (6) Class
- -------------------------------- ------------------------ ------------- -----------
Common Ted Reimchen (2) - -
Stock 4761 Cove Cliff Road
. . . . . . . . . . . . . North Vancouver, B.C.
.. . . . . . . . . . . . . . Canada V7G 1H8
Common Irene Campany (3) 240,000(7) 10.0%
Stock 3340 Henry Place
Port Moody, B.C.
. . . . . . . . . . Canada V3H 2K5
Common Martine Rummelhoss (4) 75,000 3.1%
Stock 325 Kings Road West
North Vancouver, B.C.
. . . . . . . . . . Canada V7N 2M1
Common Ownership of all directors (5)
Stock . . . . . . . . . . and officers as a group 315,000 13.1%
(1) All ownerships are stated as of July 31, 2003.
(2) Ted Reimchen is the Chief Executive Officer, President and Director of the
Company
(3) Irene Campany is the Chief Financial Officer, Secretary Treasurer and
Director of the Company
(4) Martine Rummelhoss is Director of the Company
(5) All stock held by Officers and Directors is restricted per Rule 144
(6) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities.
(7) Includes 40,000 shares owned by Ms. Campany's husband
EXECUTIVE COMPENSATION
As of the date of this Information Statement, none of the officers or
directors of the Company are compensated for their roles as directors or
executive officers as the Company is only in the exploration stage and has not
yet realized any revenues from operations. Officers and directors of the
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Company, however, are reimbursed for any out-of-pocket expenses incurred
by them on behalf of the Company. None of the Company's directors or officers
are party to employment agreements with the Company. The Company presently
has no pension, health, annuity, insurance, stock options, profit sharing or
similar benefit plans, other than a Non-Qualified Stock Option Plan. Established
in July 2002 for the benefit of directors, officers, and individuals assisting
the Company in its development.
CERTAIN TRANSACTIONS
As of the date of this Information Statement, the Company has not entered
into any contractual arrangements with related parties. There is not any
currently proposed transaction, or series of the same to which the Company is
party, in which the amount involved exceeds $60,000 and in which, to the
knowledge of the Company, any director, executive officer, nominee, five percent
shareholder or any member of the immediate family of the foregoing persons, have
or will have a direct or indirect material interest.
The officers and directors of the Company are engaged in other businesses,
either individually or through partnerships and corporations in which they may
have an interest, hold an office or serve on the boards of directors. The
directors of the Company may have other business interests to which they may
devote a major or significant portion of their time. Certain conflicts of
interest, therefore, may arise between the Company and its directors. Such
conflicts can be resolved through the exercise by the directors of judgment
consistent with their fiduciary duties to the Company. The officers and
directors of the Company intend to resolve such conflicts in the best interests
of the Company. The officers and directors will devote their time to the
affairs of the Company as necessary.
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
officers, and the persons who beneficially own more than ten percent of the
common stock of the Company, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Copies of all filed
reports are required to be furnished to the Company pursuant to Rule 16a-3
promulgated under the Exchange Act. Based solely on the reports received by the
Company and on the representations of the reporting persons, the Company
believes that these persons have complied with all applicable filing
requirements during the fiscal year ended January 31, 2003 and during the
three-month period ended April 30, 2003 as follows:
Name Position Report Filed Date Filed
- --------------------- -------------------- ------------ -----------------
Ted Reimchen. . . . . President & Director Form 3 December 12, 2002
Irene Campany . . . . Secretary Treasurer Form 3 August 12, 2002
& Director
Martine Rummelhoss. . Director Form 3 August 12, 2002
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INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO
MATTERS TO BE ACTED UPON
As of the date of this Information Statement, there are no persons
identified by management of the Company who have an interest in the matters to
be acted upon nor who are in opposition to the matters to be acted upon.
As of the date of this Information Statement, there are no persons who have
been a director or officer of the Company since the beginning of the last fiscal
year, or are currently a director or officer off the Company, that oppose any
action to be taken by the Company.
The following is a summary of actions to be taken by the Company and is not
meant to be complete and exhaustive. The stockholders are encouraged to read
the attached Information Statement, including its exhibits, for further
information regarding the actions.
ELECTION OF THREE (3) PERSONS
TO SERVE AS DIRECTORS OF THE COMPANY
The Company's directors are elected annually to serve until the next Annual
Meeting of Shareholders or until their successors shall have been elected and
qualified. The Company's bylaws provide that the number of directors shall be
fixed by resolution by the Board of Directors, but shall not be less than one.
The number of directors presently authorized by resolution of the Board of
Directors shall be three (3). The nominees have advised the Company of their
respective availability and willingness to serve as a director of the Company.
Information Concerning Nominees
The following are biographies of the directors and officers of Rubincon.
TED REIMCHEN is a professional geologist having graduated with a Bachelor of
Science degree in geology and botany from the University of Alberta in Canada in
1966 and in 1968 obtained his Masters of Science degree in geology from the same
university. He is a member of the following organizations:
Professional Engineers and Geoscientists of British Columbia;
Association of Professional Engineers, Geophysicists and
Geologists of Alberta;
American Association of Exploration Geochemists;
American Society of Wetland Scientists;
Canada Center of Remote Sensing;
President's Council, 1908 Society, University of Alberta; and
Remote Sensing Society of Canada, USA and ESA.
Between 1968 and 1971, he worked for Geological Survey of Canada mapping some
5,000 miles in Dawson Creek, British Columbia and published a report entitled "A
Geological Life History" in the Royal Ontario Museum of Archaeological Series in
1972. Over the next 30 years, Mr. Reimchen wrote a number of papers and reports
which were published in various professional journals in Canada. Between 1972
and 1980, he worked for Syncrude Canada Ltd. on the tar sands project in
Northern Alberta, Canada, doing detailed field mapping, trenching and drilling
combined with determination of the geotechnical parameters used to predict the
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behavior of overburden. Subsequent to this assignment, Mr Reimchen was engaged
as a consultant and located 100,000,000 ton gypsum deposit in the southern
Canadian Rockies for Genestar Ltd. utilizing satellite digital data. Between
1980 and 1990, he worked as a consultant for such companies as Ratnapura Gold
and Gem Ltd. in Sri Lanka performing economic evaluations and mining appraisal,
Westcan Minerals Ltd. exploring and evaluating an alluvial gold, ilmenite and
garnet property on the island of Bopol in the Philippines and Imperial Metals
Ltd. exploring, recovery plant design and mine planning for gold and platinum in
the KotZebue Sound, Alaska. Between 1990 and 1997, he was engaged as a
consultant for such companies as Praetorian Minerals Limited exploring and
evaluating ilmenite, rutile, monazite, leucoxene, garnet and gold in Hainan
Island, China, United Liberty Resources evaluating alluvial diamonds and gold in
the Dompin Area of southern Ghana and Ibcol Technical Services exploring and
evaluating gold and diamonds in the Amazon Para Province of Mato Grosso in
Brazil.
For the past five years, Mr. Reimchen has been President and Director of Zarcan
Minerals Inc. ("Zarcan") where he has been actively involved in Zarcan's
alluvial diamond prospects in Brazil by coordinating and overseeing all facets
of its exploration program. In addition, he has been responsible for the
exploration of Zarcan's gold property in Iran. These two projects have
basically taken virtually all of Mr. Reimchen's time during the last five years.
Mr. Reimchen became a director of Rubincon on July 8, 2002 and was appointed
President on the same day and re-elected as a director at the Annual General
Meeting of Stockholders held on August 20, 2002 and subsequently was appointed
by the Board of Directors as President of Rubincon.
IRENE CAMPANY graduated from Holy Roode Secondary School in Scotland in the
early 1960's. In 1967 she departed Scotland and came to Canada where she
practiced her specialty in geriatrics which resulted in Ms. Campany funding and
operating a rest home in St. Catherines, Ontario, Canada for the older citizens.
In this position, she was responsible for patient care, administration functions
such as hiring personnel and professional staff, payroll, supplies and purchase
of food. In 1980, she moved to British Columbia, Canada and started and owned
IMS Insurance Medical Services Ltd. which became the largest paramedical supply
company in that province employing 200 doctors and over 100 nurses. Her
responsibilities were the hiring of personnel, both professional and
administrative, payroll, organizing the distribution of products and the
purchasing of required equipment and supplies. She sold her business in the
early 1990s and in 1992 she joined her husband's family security firm named
Laurenian Financial Services Ltd. where she was responsible for assisting
individuals and companies with their investment portfolios. Ms. Campany worked
with this firm until 2000 when she departed and joined Strategic Management
Consultants Inc. which is a speakers' bureau serving Canada, United States and
Australia and is also a consulting group specializing in business development,
change management and customer services. She acts as a motivational speaker on
financial risk management, life skills and motivation. Outside her work
environment she also teaches lifestyles and nutrition skills to older people.
She is still employed with Strategic Management Consultants Inc.
She became a director of Rubincon on March 12, 2001 and was appointed Secretary
Treasurer on the same day. On August 20, 2002, the shareholders elected her to
serve as a director for a second term and the Board of Directors appointed her
as Secretary Treasurer on the same day. On October 8, 2002, the Board of
Directors appointed Ms. Campany as Chief Financial Officer.
MARTINE RUMMELHOSS was born in Daveluyville, Quebec, Canada and graduated from
high school in 1976. After high school she attended community college for two
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years taking a diploma course in restaurant management. In 1980, she completed
her training in restaurant management which gave her the skills in
administration, ordering of food and supplies and problem solving regarding
personnel and customers. From 1981 to 1985 she managed the Simon Fraser Inn in
Prince George and subsequently the Crest Hotel in Prince Rupert, both in British
Columbia, Canada, where she was responsible for the day to day operations of all
food services within the hotel including restaurants, bars and room service.
In 1987 she became the manager of Norsk Mechanical Limited, a major mechanical
company who installed and supplied plumbing fixtures for projects such as
apartment buildings, senior centers and town house developments; for example,
The Scotsdale in Penticton, British Columbia. While employed with Norsk she
was responsible for all contracts, overseeing the accounting looking after all
aspect of the office. In 1991, she met her present husband and together they
incorporated Norseman Plumbing on December 23, 1996 in Vancouver, British
Columbia where she was responsible for quotations on work, securing future
contracts for work, hiring personnel, bookkeeping and other activities are
periodically required by the company. Norseman Plumbing is a company which
performs installations and services of plumbing equipment; both residential and
commercial. Since its formation, Norseman Plumbing has opened branch offices in
Kitmat, British Columbia, San Diego and San Francisco, California. For the
past five years, Ms. Rummelhoss has been employed with Norseman Plumbing.
Ms. Rummelhoss became a director of Rubincon on March 12, 2001 and was again
appointed a director at the Annual General Meeting of Stockholders held on
August 20, 2002.
On July 21, 2003 the Board of Directors appointed Louise Murphy as an
independent member of the Audit Committee. She is not a director or officer.
Her biography is as follows:
LOUISE M. MURPHY, 55, attended high school in Australia. After moving to Canada
and marrying, she joined Dr. Barry R. Goldberg's Dental Practice as office
manager. Her duties included implementing office procedures and a computerized
accounting system. She was responsible for the day to day supervision of the
clinic as well as all accounts receivable, accounts payable, payroll and
personnel functions from 1977 to 1986. In 1986, she moved to the Family Dental
Centre (Coquitlam) Ltd. She converted the practice from a manual accounting and
record keeping system to a custom designed computerized system. Staff
administration, accounts receivable, payables, budget control, banking and
patient relations were performed by her. She left this practice in 1989, and
took on several contract positions, where she assisted in streamlining
accounting functions, computer systems, office procedures and
staff/patient/client relations. She worked for dental, medical and real estate
appraisal offices.
In 1992, Louise obtained a job as the accountant for Lenaghan & Company,
Barristers and Solicitors. She performed all accounting functions of the law
firm up to and including financial statements. In 1994, she moved to McClennan,
Rubenstein & Parolin, Barristers & Solicitors, where she was responsible for
trust accounting, accounts receivables, accounts payable, payroll, financial
statements, disbursement recovery, budgeting, personnel and administration. She
joined this firm at its inception, and installed the computer software and
designed the accounting system.
In 1997, Louise started working for Western Legal Publications (1982) Ltd. She
supervised the accounts receivable clerk and the order entry personnel. She was
responsible for timely month end reporting to parent company, job product
costing, budget preparation and variance reporting. She also controlled payroll
and personnel functions and general office management. She assisted in the
coordination of the office move. In 1999, Louise completed the 5th level of the
Certified Management Accounting designation and she became the accountant for
Hanson Wirsig Matheos, Personal Injury Lawyers. She performed the usual
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accounting functions of a law practice, and was a member of the Advertising
Committee. She also was responsible for the telephone and computer upgrades
(conversion from a Mac system to a PC). Louise left this firm in 2001 and is
presently doing contract accounting work for a law firm and the Vancouver School
Board.
There are no family relationships among the directors, executive officers, or
persons nominated or chosen by Rubincon to become directors or executive
officers.
To the knowledge of management, during the past five years, no present or
former director, executive officer or person nominated to become a director or
an executive officer of the Company:
1. filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed by the
court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of
such filings;
2. was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other offenses);
3. was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court or competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity.
(ii) engaging in any type of business practice; or
(iii) Engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or
state securities laws or federal commodities laws;
4. was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority,
barring, suspending or otherwise limiting for more than 60 days the right
of such person to engage in any activity described above under this
proposal, or to be associated with persons engaged in any such activities.
5. was found by a court of competent jurisdiction in a civil action or by the
Securities and Exchange Commission to have violated any federal or state
securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not bee subsequently reversed,
suspended, or vacated.
6. was found by a court of competent jurisdiction in a civil action or by the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
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Board Approval
The Board of Directors has nominated these directors and the directors have
indicated that they will vote the shares of Common Stock which they hold in
favor of or consent to the election of these persons to the Company's Board of
Directors.
APPROVAL OF THE INDEPENDENT AUDITORS ANDERSEN ANDERSEN & STRONG FOR THE FISCAL
YEAR 2004
On the recommendation of the Board of Directors, the Company is appointing
Andersen Andersen & Strong, 941 East 3300 South, Salt Lake City, Utah 84106, as
independent auditors for the Company for the fiscal year ended January
31, 2004, subject to approval by the shareholders at the Second Annual
General Meeting.
During the Company's two most recent fiscal years and in subsequent interim
periods, there were no disagreements with Andersen Andersen & Strong which have
not been resolved or any accounting matters concerning accounting principles and
practices, financial statement disclosure, or auditing scope and procedure,
which disagreements, if not resolved to the satisfaction of Andersen Andersen &
Strong, would have caused Andersen Andersen & Strong to make reference to the
subject matter of the disagreement in connection with their reports. Andersen
Andersen & Strong, as the Company's principal independent accountants, did not
provide an adverse opinion or disclaimer of opinion to the Company's financial
statements, nor modify its opinion as to uncertainty, audit scope or accounting
principles. The principle independent accountants did modify their opinion due
to going concern uncertainties.
Board Approval
The Board of Directors has indicated that they will vote the shares of
Common Stock which they hold in favor of or consent to the selection of Andersen
Andersen & Strong as the Company's independent accountants for the fiscal year
ended January 31, 2004.
APPROVAL OF THE AUDITED FINANCIAL STATEMENTS
The Board of Directors seeks shareholders' approval for the financial
statements for the year ended January 31, 2003.
Board Approval
- ---------------
The Board of Directors has indicated that they will vote the shares of
Common Stock which they hold in favor of or consent to the approval of the
financial statements for the year ended January 31, 2003.
APPROVAL FOR THE APPOINTMENT OF THREE ADDITIONAL DIRECTORS
The Board of Directors recommends the appointment, at the sole discretion
of the Directors of the Company, of an additional three directors during the
forthcoming year; each to hold office until the next Annual General Meeting.
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The Directors, at the present time, have not identified any individual to
serve on the Board of Directors. Nevertheless, the Board realizes that it will
eventually have to attract individuals to the Board who have mining and mineral
experience since only one of the present directors and officers have any
experience in mining.
Board Approval
The Board of Directors has indicated that they will vote the shares of
Common Stock which they hold in favor of or consent to the appointment of three
additional directors.
TRANSACT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING.
The Board of Directors do not know of any other matters which will be
considered at the Meeting. Shareholders can put forth at the Meeting other
matters not considered in this material issued to Shareholders.
ADDITIONAL AND AVAILABLE INFORMATION
The Company is subject to the informational filing requirements of the
Exchange Act and, in accordance therewith, is required to file periodic reports,
proxy statements and other information with the SEC relating to its business,
financial condition and other matters. Such reports, proxy statements and other
information can be inspected and copied at the public reference facility
maintained by the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C.,
20549. Information regarding the Public Reference facilities may be obtained
from the SEC by telephoning 1-800-SEC-0330. The Company's filings are also
available to the public on the SEC's website (http://www.sec.gov). Copies of
such materials may be also be obtained by mail from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C., 20549 at
prescribed rates.
STATEMENT OF ADDITIONAL INFORMATION
The Company's annual report on Form 10K-SB, for the year ended January 31,
2003, has been incorporated herein by this reference.
The Company will provide without charge to each person to whom a copy of
this Information Statement has been delivered, on written or oral request, a
copy of any and all of the documents filed with the SEC.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Information Statement
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Information Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Information Statement.
The Company is not asking you for a proxy and you are requested not to send
the Company a proxy.
By Order of the Board of Directors
/s/ "Ted Reimchen"
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Ted Reimchen
Chief Executive Officer
and President
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