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As filed with the Securities and Exchange Commission on
______________, 1999. Registration No. 333-86331
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2/A-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PAXTON MINING CORPORATION
(Name of small business issuer in its charter)
Nevada 1081 88-0433489
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(State or Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Classifi- Identification #)
Organization) cation Code)
Paxton Mining Corporation Conrad C. Lysiak, Esq.
400 Burrard Street, Suite 1950 601 West First Avenue, Suite 503
Vancouver, B.C., Canada V6C 3A6 Spokane, Washington 99201
(604) 605-0885 (509) 624-1475
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(Address and telephone of (Name, address and telephone
registrant's executive office) number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this
Registration Statement.
If this Form is filed to register additional common stock for an
offering pursuant to Rule 462(b) under the Securities Act, please 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, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Securities Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee (1)
Common Stock: 2,000,000 Shares $0.10 $200,000 $ 100.00
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[1] Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c).
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 SAID SECTION 8(a), MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE
SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
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Prospectus
PAXTON MINING CORPORATION
SHARES OF COMMON STOCK
No Minimum - 2,000,000 Maximum
Prior to this offering, there has been no public market for the
common stock.
We are offering up to a total of 2,000,000 shares of common stock
on a best efforts, no minimum, 2,000,000 shares maximum. The offering
price is $0.10 per share. There is no minimum number of shares that we
have to sell. There will be no escrow account. All money received
from the offering will be immediately used by us and there will be no
refunds. The offering will be for a period of 90 days from the
effective date and may be extended for an additional 90 days if we so
choose to do so.
Investing in the common stock involves certain risks. See "Risk
Factors" starting at page 6.
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Price Per Aggregate Proceeds to Us
Share Offering Price
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Common Stock $0.10 $200,000 $150,000
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is _________________, 1999.
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TABLE OF CONTENTS
Page No.
SUMMARY OF PROSPECTUS. . . . . . . . . . . . . . . . . . 5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . 6
RISKS ASSOCIATED WITH OUR COMPANY . . . . . . . . . . . 6
RISKS ASSOCIATED WITH THIS OFFERING . . . . . . . . . . 9
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . 11
DETERMINATION OF OFFERING PRICE . . . . . . . . . . . . 12
CAPITALIZATION. . . . . . . . . . . . . . . . . . . . . 12
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES . . . . . 13
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING . . . . . . 14
BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . 23
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . 26
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . 28
PRINCIPAL SHAREHOLDERS . . . . . . . . . . . . . . . . . 29
DESCRIPTION OF SECURITIES. . . . . . . . . . . . . . . . 30
CERTAIN TRANSACTIONS . . . . . . . . . . . . . . . . . . 31
LITIGATION . . . . . . . . . . . . . . . . . . . . . . . 32
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . 32
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . 32
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . 33
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SUMMARY OF PROSPECTUS
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This summary provides an overview of selected information
contained in this prospectus. It does not contain all the information
you should consider before making a decision to purchase the shares we
are offering. You should very carefully and thoroughly read the more
detailed information in this prospectus, and particularly the Risk
Factors section, review our financial statements and review all other
information that is incorporated by reference in this prospectus.
Summary Information about Our Company
We incorporated in the State of Nevada on June 19, 1999 and we
have not generated any revenues from operations. See the "Business"
section for a more detailed description of our business operations.
On June 20, 1999, we issued 5,000,000 shares of common stock to
Hugh Grenfal and Robert Jarva, our officers and directors pursuant to
the exemption from registration contained in Section 4(2) of the
Securities Act of 1933.
Our administrative office is located at 400 Burrard Street, Suite
1950, Vancouver, British Columbia, Canada V6C 3A6, telephone (604) 605-
0885 and our registered statutory office is located at 5844 South Pecos
Road, Suite D, Las Vegas, Nevada 89120. Our fiscal year end is June
30.
The Offering
Following is a brief summary of this offering. Please see the
"Plan of Distribution; Terms of the Offering" in this prospectus for a
more detailed description of the terms of the offering.
Securities Being Offered . . Up to 2,000,000 shares of common
stock, par value $0.00001.
Offering Price per Share . . $ 0.10
Offering Period . . . The shares are being offered for a
period not to exceed 90 days,
unless extended by our board of
directors for an additional 90
days.
Net Proceeds to Our Company . Approximately $150,000. See "Use of
Proceeds."
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Use of Proceeds . . . We will use the proceeds to pay for
offering expenses, research and
exploration. See "Use of Proceeds."
Number of Shares Outstanding
Before the Offering: . . 5,000,000 See "Description of
Securities."
Number of Shares Outstanding
After the Offering: 7,000,000 See "Description of
Securities."
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RISK FACTORS
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AN INVESTMENT IN THESE SECURITIES INVOLVES AN EXCEPTIONALLY HIGH
DEGREE OF RISK AND IS EXTREMELY SPECULATIVE. IN ADDITION TO THE OTHER
INFORMATION REGARDING OUR COMPANY CONTAINED IN THIS PROSPECTUS, YOU
SHOULD CONSIDER MANY IMPORTANT FACTORS IN DETERMINING WHETHER TO
PURCHASE THE SHARES BEING OFFERED. THE FOLLOWING RISK FACTORS ARE SOME
OF THE POTENTIAL AND SUBSTANTIAL RISKS WHICH COULD BE INVOLVED IF YOU
DECIDE TO PURCHASE SHARES IN THIS OFFERING.
RISKS ASSOCIATED WITH OUR COMPANY:
1. We Have No Operating History; We Have a History of Losses; and,
We Expect Our Losses to Continue.
We were incorporated in June 1999 and we have not started our
proposed business operations or realized any revenues. We have no
operating history upon which an evaluation of our future success or
failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon
* our ability to locate a profitable mineral property
* our ability to generate revenues
* our ability to reduce exploration and development costs.
Based upon current plans, we expect to incur operating losses in future
periods. This will happen because there are expenses associated with
the research, exploration and development of our mineral properties.
We cannot guarantee that we will be successful in generating revenues
in the future. Failure to generate revenues will cause us to go out of
business. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business."
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2. Speculative Nature of the Mineral Exploration Industry;
Exploration Stage; and No Known Ore Reserves;
Gold, silver and strategic metals exploration is highly
speculative. We are in the very early exploration stage and are
dependent on the proceeds from this offering to start our exploration
program. We cannot guarantee that
* our exploration will be successful,
* any production will be obtained
* or that production, if obtained, will be profitable.
3. Price of Gold is Low.
The price of gold is currently low. When general economic
conditions are good, the price of gold tends to be down. Currently,
the mining industry is depressed and mineral values have been very low
over the last several years, making it difficult to conduct operations
profitably. See "Business."
4. Transportation Difficulties and Weather Interruptions.
Our proposed exploration and development work can only be
performed approximately five to six months out of the year. This is
because rain and snow cause roads leading to our claims to be
impassible during four months of the year. When roads are impassible,
we are unable to work and generate income. See "Business."
5. ^ Because We are Small and Do Not Have Much Capital, We Must
Limit Our Exploration and Development.
There is competition in the mineral exploration and development
industry. Because we are small and do not have much capital, we must
limit our exploration and development. There are other larger mining
companies that could and probably would spend more time and money in
exploring and developing our property. As a result of our limited
capital, we may not be able to hire qualified employees.
6. Supply Factors.
Competition and unforeseen limited sources of supplies in the
industry could result in occasional shortages of supplies of certain
products, equipment or materials we may use in our operations. We
cannot guarantee we will be able to obtain certain products, equipment
and/or materials which we require, without interruption. See
"Business."
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7. Factors Affecting Our Operations.
Our success depends on a number of factors, many of which are
beyond our control. These factors are:
* the rates of and costs associated with the exploration and
development of our properties
* capital expenditures and other costs relating to the expansion
of our business operations
* fluctuations in the price of minerals
* changes in operating expenses
* changes in our exploration and development strategy
* personnel changes
* the introduction of alternative mining technologies
* the effect of other potential property acquisitions
* increased competition in our current and prospective markets.
Our success will also depend on our ability to identify, produce
and market minerals located on our properties. If minerals are not
located, we will cease operations. If minerals are located, but we
can't market them, we will cease operations. Due to these factors, our
operating results and/or growth rate may be below the expectations of
our management and investors, which could adversely affect the value of
any shares you purchase in this offering. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and
"Business."
8. Year 2000 Compliance.
We are year 2000 compliant. We do not know if people we will be
doing business with in the future are year 2000 compliant. If someone
we do business with is not year 2000 compliant, the services or
products he furnishes to us could be interrupted. If the services or
products are interrupted, we may have to suspend operations while he
corrects his year 2000 compliance.
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RISKS ASSOCIATED WITH THIS OFFERING:
9. The Risks of Buying Low-Priced Stocks.
Our common stock is defined as a "penny stock" under the
Securities and Exchange Act of 1934, and its rules. The Exchange Act
and the penny stock rules impose additional sales practice and
disclosure requirements on broker-dealers who sell our securities to
persons other than certain accredited investors. Accredited investors
are
* institutions with assets in excess of $5,000,000
* individuals with net worth in excess of $1,000,000
* individuals with income exceeding $200,000, or $300,000 jointly
with a spouse).
For transactions covered by the penny stock rules, a broker-dealer
must make a suitability determination for each purchaser and receive
the purchaser's written agreement prior to the sale. In addition, the
broker-dealer must make certain disclosures in penny stock
transactions, including
* the actual sale or purchase price
* the actual bid and offer quotations
* the compensation to be received by the broker-dealer and certain
associated persons, and
* deliver certain disclosures required by the Securities and
Exchange Commission.
Because of the foregoing additional obligations imposed upon
brokers, some brokers will not buy or sell our common stock. This
means that you will not be able to sell your shares as easily as shares
in larger corporations.
10. Control of Our Company After the Offering.
If all the shares we are offering in this prospectus are sold,
which we can't guarantee, you, will own approximately 28.57% of our
outstanding common stock. Our existing stockholders will own
approximately 71.43% of the outstanding shares. As a result, after
completion of this offering, regardless of the number of shares we
sell, our existing stockholders will be able to elect all of our
directors and control our operations. Our Articles of Incorporation
do not provide for cumulative voting. Cumulative voting is a process
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that allows a shareholder to multiply the number of shares he owns
times the number of directors to be elected. That number is the total
votes a person can cast for all of the directors. Those votes can be
allocated in any manner to the directors being elected. Cumulative
voting, in some cases, will allow a minority group to elect at least
one director to the board. Our existing stockholders do not intend to
purchase any shares in this offering. This means that existing
shareholders will not be expanding their ownership. See "Principal
Stockholders" and "Description of Securities."
11. Further Dilution of Your Investment
Further dilution is likely if we issue additional shares at a
lower price than the current offering price and either no trading
market exists for our stock or the trading is at a price substantially
lower than this offering price. See "Dilution of the Price You Pay for
Your Shares."
12. Benefits to the Company's Present Shareholders."
This offering will result in certain benefits to Hugh Grenfal Jr.
and Robert Jarva who are our only officers and directors. Messrs.
Grenfal and Jarva own all the outstanding shares of our company. They
have supplied only a mining claim valued at $262, cash of $100 and a
loan of $12,000 which has to be repaid. You, on the other hand, will
be providing all of the cash for our company's operations. See
"Principal Stockholders."
13. No Public Trading Market for the Shares.
There is currently no trading in our common stock. We cannot
guarantee you that an active trading market in our shares will develop
in the near future, even if this offering is successfully completed.
Even if a trading market is developed, we cannot guarantee that it will
be sustained for any period of time. "See "Plan of Distribution;
Terms of the Offering."
14. There is No Minimum Number of Shares that Must Be Sold and There
is No Escrow Account.
There is no minimum number of shares that must be sold in this
offering. Any money we receive will be immediately appropriated by the
Company for the uses set forth in the Use of Proceeds section of this
prospectus. No funds will be placed in an escrow account during the
offering period and no money will be returned once the subscription has
been accepted by us.
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15. You Will Incur Immediate and Substantial Dilution.
Our existing stockholders acquired their shares at a cost
substantially less than that which you will pay for the shares you
purchase in this offering. Accordingly, any investment you make in
these shares will result in the immediate and substantial dilution of
the net tangible book value of those shares. See "Dilution of the Price
you Pay for Your Shares."
16. We Do Not Pay Cash Dividends on Our Common Stock.
We have not paid any cash dividends on our common stock to date
and we will not be paying cash dividends to stockholders in the
foreseeable future. Any income we receive from operations will be
reinvested and devoted to our future business operations and/or to
expansion. See " Description of Securities."
17. Impact of Potential Future Sales of our Common Stock.
A total of 5,000,000 shares of stock were issued to our two
officers and directors. They paid an average price of $0.055 . They
will likely sell a portion of their stock if the market price goes
above $0.10. If they do sell there stock into the market, the sales
may cause the market price of the stock to drop. See "Principal
Stockholders."
CAUTIONARY STATEMENT REGARDING FORWARDING-LOOKING STATEMENTS
Some discussions in this prospectus may contain forward-looking
statements that involve risks and uncertainties. A number of important
factors could cause our actual results to differ materially from those
expressed in any forward-looking statements made by us in this
prospectus. Such factors include, those discussed in "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business," as well as those discussed
elsewhere in this prospectus. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their
nature, refer to future events.
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USE OF PROCEEDS
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The net proceeds from this offering will be $150,000, assuming all
shares are sold, which we can't guarantee, after deducting $50,000, for
estimated offering expenses, including legal and accounting fees. We
will use the proceeds for exploration and working capital. We expect
to spend between $40,000 and $140,000 to complete our exploration
activities. Our exploration expenditures could vary from
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$40,000 to $140,000 depending upon what we encounter in the exploration
process. If it turns out that we have not raised enough money to
complete our exploration and development program, we will try to raise
additional funds from a second public offering, a private placement or
loans. At the present time, we have not made any plans to raise
additional money and there is no assurance that we would be able to
raise additional money in the future. If we need additional money and
can't raise it, we will have to suspend or cease operations.
While we currently intend to use the proceeds of this offering
substantially in the manner set forth above, we reserve the right to
reassess and reassign such use if, in the judgement of our board of
directors, such changes are necessary or advisable. At present, no
material changes are contemplated. Should there be any material changes
in the above projected use of proceeds in connection with this
offering, we will issue an amended prospectus reflecting the same.
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DETERMINATION OF OFFERING PRICE
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The price of the shares we are offering was arbitrarily determined
in order for us to raise up to a total of $200,000 in this offering.
The offering price bears no relationship whatsoever to our assets,
earnings, book value or other criteria of value. Among the factors
considered were
* our lack operating history
* the proceeds to be raised by the offering
* the amount of capital to be contributed by purchasers in this
offering in proportion to the amount of stock to be retained by our
existing Stockholders, and
* our relative cash requirements. See "Plan of Distribution;
Terms of the Offering."
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CAPITALIZATION
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The following table sets forth our capitalization at July 31,
1999, on a historical basis and as adjusted to reflect the sale of the
shares.
This table should be read in conjunction with the section
entitled, "Management's Discussion and Analysis of Financial Condition
and Results of Operations" our Financial Statements and Notes; and
other financial and operating data included elsewhere in this
prospectus.
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July 31, 1999 As Adjusted
Actual After Offering
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Stockholder's Equity:
Common Stock:
100,000,000 shares authorized,
par value $0.00001
5,000,000 issued and outstanding $ 50
7,000,000 issued and outstanding $ 70
Additional Paid-in Capital
Deficit accumulated during the $ 274,950 $ 424,930
development stage $ (286,638) $ (286,638)
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TOTAL STOCKHOLDERS' EQUITY (deficit) $ (11,638) $ 138,362
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DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
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"Dilution" represents the difference between the offering price
and the net tangible book value per share immediately after completion
of this offering. "Net tangible book value" is the amount that results
from subtracting total liabilities and intangible assets from total
assets. Dilution arises mainly as a result of our arbitrary
determination of the offering price of the shares being offered.
Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
See "Principal Stockholders."
As of July 31, 1999, the net tangible book value of our shares
of common stock was a deficit of $(11,638) or approximately $(0.002)
per share based upon 5,000,000 shares outstanding.
Upon completion of this offering the net tangible book value of
the 7,000,000 shares to be outstanding, assuming all shares are sold,
will be $138,362, or approximately $0.02. The net tangible book value
of the shares held by our existing stockholders will be increased by
$0.022 per share without any additional investment on their part. You
will incur an immediate dilution from $0.10 per share to $0.08 per
Share.
After completion of this offering, you will own approximately
28.57% of the total number of shares then outstanding shares for which
you will have made a cash investment of $200,000, or $0.10 per Share.
Our existing stockholders will own approximately 71.43% of the total
number of shares then outstanding, for which they have made
contributions of cash and/or services and/or other assets, totaling
$275,000, or approximately $0.055 per share.
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The following table compares the differences of your investment in
our shares with the investment of our existing stockholders.
EXISTING STOCKHOLDERS
Price per Share . . . . . . . . . . . . . . . . . . . .$ 0.055
Net tangible book value per Share before Offering . . .$ (11,638)
Net tangible book value per Share After Offering. . . .$ 138,362
Increase to present Stockholders in net tangible book
value per Share after Offering . . . . . . . . . . . .$ 0.022
Capital contributions . . . . . . . . . . . . . . . . .$ 275,000
Number of Shares Outstanding before the Offering. . . .5,000,000
Number of Shares after Offering held by
Existing Stockholders . . . . . . . . . . . . . . . .5,000,000
Percentage of ownership after Offering . . . . . . . .73.43%
PURCHASERS OF SHARES IN THIS OFFERING
Price per Share. . . . . . . . . . . . . . . . . . . . $ 0.10
Dilution per Share . . . . . . . . . . . . . . . . . . $ 0.08
Capital contributions. . . . . . . . . . . . . . . . . $ 200,000
Number of Shares after Offering held by
Public Investors . . . . . . . . . . . . . . . . . . 2,000,000
Percentage of ownership after Offering . . . . . . . . 28.57%
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PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
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Offering Will Be Sold By One of Our Officers
We are offering up to a total of 2,000,000 shares of common stock
on a best efforts, no minimum, 2,000,000 shares maximum. The offering
price is $0.10 per share. There is no minimum number of shares that we
have to sell. There will be no escrow account. All money received
from the offering will be immediately used by us and there will be no
refunds. The offering will be for a period of 90 days from the
effective date and may be extended for an additional 90 days if we so
choose to do so.
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There is no minimum number of shares that must be sold in this
offering. Any money we receive will be immediately appropriated by the
Company for the uses set forth in the Use of Proceeds section of this
prospectus. No funds will be placed in an escrow account during the
offering period and no money will be returned once the subscription has
been accepted by us.
We will sell the shares in this offering through Robert Jarva, one
of our officers and directors. Mr. Jarva will receive no commission
from the sale of any shares. Mr. Jarva will not register as a
broker-dealer pursuant to Section 15 of the Securities Exchange Act of
1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those
conditions under which a person associated with an Issuer may
participate in the offering of the Issuer's securities and not be
deemed to be a broker-dealer. The conditions are that:
1. None of such persons are subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of his participation; and,
2 None of such persons are compensated in connection with his or
her participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities; and
3. None of such persons are, at the time of his participation, an
associated person of a broker-dealer; and
4. All of such persons meet the conditions of Paragraph (a)(4)(ii)
of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform,
or are intended primarily to perform at the end of the offering,
substantial duties for or on behalf of the Issuer otherwise than in
connection with transactions in securities; and (B) are not a broker or
dealer, or an associated person of a broker or dealer, within the
preceding twelve (12) months; and (C) do not participate in selling and
offering of securities for any Issuer more than once every twelve (12)
months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
We intend to advertise and hold investment meetings in various
states where the offering will be registered. We will also distribute
the prospectus to potential investors at the meetings and to our
friends and relatives who are interested in us and a possible
investment in the offering.
Offering Period and Expiration Date
This offering will commence on the date of this prospectus and
continue for a period of 90 days. We may extend the offering period
for an additional 90 days, or unless the offering is completed or
otherwise terminated by us.
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Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you
must
1. execute and deliver a subscription agreement
2. deliver a check or certified funds to us for acceptance or
rejection.
All checks for subscriptions must be made payable to "Paxton
Mining Corporation."
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in
part, for any reason or for no reason. All monies from rejected
subscriptions will be returned immediately by us to the subscriber,
without interest or deductions. Subscriptions for securities will be
accepted or rejected within 48 hours after we receive them.
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BUSINESS
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General
We were incorporated in the State of Nevada on June 10, 1999. We
are engaged in the acquisition, exploration and development of mining
properties. We maintain our statutory registered agent's office at 5844
South Pecos Road, Suite D, Las Vegas, Nevada 89120 and our business
office is located at 400 Burrard Street, Suite 1950, Vancouver, British
Columbia, Canada V6C 3A6. Our telephone number is (604) 605-0885. See
"Business - Office Facilities."
Background
In June 1999, Hugh Grenfal our President and a member of the board
of directors, acquired one mineral property containing three mining
claims in British Columbia, Canada by arranging the staking of the same
through a third party. The claims are recorded in Mr. Grenfal's name
for tax purposes, however, title to the claims has been conveyed to us
by an unrecorded deed. To date we have not performed any work on our
property.
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Location and Access
The property is located at the north end of the Kokanee Range in
the Selkirk Mountains, on the lower reaches of Twelve Mile Creek, a
tributary of the Kaslo River. It lies to the immediate south of Highway
31A, approximately 17 kilometers to the northwest of Kaslo.
The Utica mine road runs through the eastern part of the property.
This gravel road leads to the now abandoned Utica Mine site, adjoining
to the south of the property . However, the bridge crossing the Kaslo
River has been removed and a washout 2 kilometers up from Highway 31A
makes the road impassable to vehicles. Numerous overgrown logging roads
traverse the eastern portion of the claim group. A foot trail runs
northwest from the Utica mine road towards the showings in the center
of the claims.
At present the Kaslo River can be crossed either by wading or by
canoe. A helicopter can also provides access to the claims for
preliminary exploration. Any advanced stages of exploration and
development of the property would require the emplacement of a sturdy
bridge crossing the Kaslo River and access roads to the showings.
The existing roads leading to our property are rough-graded dirt.
During rainy weather the roads are sometimes inaccessible or washed
out.
Physiography
The property lies between the elevations of 1,066 meters and 2,130
meters. The main areas of interest lies between approximately 1,200
meters and 1,800 meters. Slopes are in the range of 20 to 40 degrees,
with occasional bluffs. Vegetation is moderate to heavy at lower
elevations, particularly in areas of glacial cover. Higher elevations
are more lightly vegetated, with many areas of outcrop. There is ample
timber and water within the property to support all phases of
exploration.
The property is snow free from June through November providing a
five to six month exploration season.
The property is within easy commuting distance of Kaslo. Kaslo
offers full facilities of a small town having a hotel, motel, bank and
supermarket. Nelson, which is one hour and a half to the south, is the
nearest major center.
18
Regional Geology
The Arch property occurs within the central section of the
Kootenay Arc. The Arc is composed of a band of sedimentary, volcanic
and metamorphic rocks that extend from northern Washington State where
they strike northeasterly, to north of Revelstoke where they strike
northwesterly. The age of the rocks varies form Precambrian to
Jurassic. ^
We obtained the foregoing from ten independent sources.
Property Geology
The Slocan Group covers most of the property and outcrops locally
as slate, limestone and argillite. The sediments were observed to have
a predominant strike of northwest with variable southwesterly dips.
These rocks are cut by both concordant and discordant dykes which
appear to be mostly felsic. The Slocan Group sediments are highly
metamorphosed in areas where they come into contact with the
intrusives.
Description of Showings
The original showings on the Arch Silver Property were discovered
in the early 1900s. The majority of the development work was done in
the 1920 01926 period. The recorded production from the property is
less than 30 tons of hand cobbed silver - lead ore from three of the
six showings.
There have been six mineralized showings discovered to date, all
of which occur within the property. These have been developed by both
underground and surface workings, The mineralization that the workings
are exploring is occurring in veins and as replacement carbonate within
shear zones. The following is a description of the properties
utilizing descriptions taken from field observations and from the
British Columbia Ministry of Mines Annual Reports from various years as
well as the Geological Survey of Canada Memoir 173.
Big Ben
There are two mentions of this showing; in the British Columbia
Annual Report of the Minster of Mines (1926), and a quote by Cairnes
(1935) from this annual report. The workings consists of a 20-foot
(6m) deep shaft within granite. This is sunk on a vein, 18 inch (45
cm) to 24 inch (50cm) wide, oriented 075/67 degrees NW. Mineralization
consists of galena, pyrite and quartz. ^
19
Marble Arch
The Marble Arch is described in the same two references as the Big
Ben. Working consists of a shallow shaft and two adits within calc-
schist. These develop a quartz-filled fissure containing streaks of
"high-grade ore." The vein, oriented 070/50 degrees SE, is reported to
be about 4" wide. ^
California
In addition to the above two references California is also
mentioned in the 1927 British Columbia Report to the Minister of Mines.
It consists of two sets of workings. The lower consists of two adits
58 feet (17m) and 65 feet (20m) in length, developed on a fissured band
of altered, schistose limestone. The limestone oriented 330/60 degrees
NE, 13 feet (4m) to 20 feet (6m) wide, is sparsely mineralized with
disseminated galena and sphalerite, along with surface patches of
goethite and/or limonite. The upper workings, consisting of a shallow
shaft and three adits, developed such iron cappings, apparently
"gossanous" in nature.
Helen
References to this showing are; Cairnes (1935), Minister of Mines
Annual Reports for 1917, 1918 and 1919. Workings consist of 1,200 feet
(365m) of raise, shaft, adit and stope, with 40 feet (12m) of surface
trenching. Two adits and one shaft provide access to the underground
workings. The lode which has been developed is approximately one meter
wide, oriented 055/45 degrees SW, and consists of sheared granite and
metamorphosed sediments. Vein mineralization consists of galena and
sphalerite. Replacement mineralization in the form of "carbonate ore"
was also encountered. ^
The Helen workings have yet to be relocated.
Keno
The Keno workings are situated at an elevation of 6,500 feet
(2,000m) as measured by altimeter on a north-facing slope and consist
of 3 adits as described by Cairnes (1935):
The upper adit has a raise to the surface at 42 feet (13m), the
splits at 55 feet (16.5m). The east fork of this adit extends for 50
feet (15m), the south for 43 feet (13m). The workings develop a shear
zone, oriented 190/50 degrees East in the Slocan series sediments. The
shear is one to four feet in width, consisting of fractured and
slickenside sediments. ^
20
Prospect Pit Above Keno
A small prospect pit was rediscovered during the 1996 exploration
program. This pit is directly above the Keno showing at an elevation
of 7,500 feet (2,280m) as measured by altimeter. ^
The showing was most recently visited in 1996 (Gallissant/Young).
All three of the Keno adits were found to be caved, although a 20 inch
(50cm) vein striking 030/60 degrees East was exposed at the surface of
the upper-most adit. The host rock is limestone and argillite of the
Slocan series (Upper Triassic), and is unaltered. The style of
mineralization was observed to be both in veins as well as
mineralization replacing carbonate. (The most productive veins have
been described by Cairnes as occurring within competent host rock or
locally supported by more competent units such as limestone, quartzite,
dykes or sills.)
Cairnes (GSC Memoir 173) considers that the zone of economic
mineralization is 330 feet (100m) to 660 feet (200m) thick, and
coincidentally parallels the present land surface in many areas. In
general the higher parts of this zone are characterized by silver and
lead, the lower parts by pyritiferous zinc. Thus, based on Cairnes
mineralization control mode, all showings on the claim group can be
considered to be lying toward the top of the zone of mineralization.
It appears that the showings on the claim correspond with several
features considered by Cairnes to be important in the occurrence of
economic mineralization. It can be stated, therefore, that the
property is a prime target for silver-lead-zinc (wet ore) epithermal
vein mineralization.
MAP SUPPLIED SUPPLEMENTALLY.
21
Our Proposed Exploration Program
We must conduct exploration and development to determine what
amount of minerals, if any, exist on our properties and if any minerals
which are found can be economically extracted and profitably processed.
Our exploration program is designed to economically explore and
evaluate our properties.
We do not claim to have any ores or reserves whatsoever at this
time on any of our properties.
We intend to implement an exploration program and intend to
proceed in the following three phases:
Phase 1 will begin with research of the available geologic
literature, personal interviews with geologists, mining engineers and
others familiar with the prospect sites. We have recently begun this
phase of the exploration process on our properties.
When the research is completed, our initial work will be augmented
with geologic mapping, geophysical testing and geochemical testing of
our claims. When available, existing workings, such as trenches,
prospect pits, shafts or tunnels will be examined. If an apparent
mineralized zone is identified and narrowed down to a specific area by
the studies, we will to begin trenching the area. Trenches are
generally approximately 150 ft. in length and 10-20 ft. wide. These
dimensions allow for a thorough examination of the surface of the vein
structure types generally encountered in the area. They also allow for
efficient reclamation, re-contouring and re-seeding of disturbed areas
Once excavation of a trench is completed, samples are taken and then
analyzed for economically potential minerals that are known to have
occurred in the area. Careful interpretation of this available data
collected from the various tests aid in determining whether or not the
prospect has current economic potential and whether further exploration
is warranted.
Phase 1 will take about 3 months and cost about $20,000.
Phase 2 involves an initial examination of the underground
characteristics of the vein structure that was identified by Phase 1 of
exploration. Phase 2 is aimed at identifying any mineral deposits of
potential economic importance. The methods employed are
* more extensive trenching
* more advanced geophysical work
* drift driving
22
Drift driving is the process of constructing a tunnel to take
samples of ore for testing. Later, the tunnel can be used for mining
ore. The geophysical work gives a general understanding of the
location and extent of mineralization at depths that are unreachable by
surface excavations and provides a target for more extensive trenching
and core drilling. Trenching identifies the continuity and extent of
mineralization, if any, below the surface. After a thorough analysis of
the data collected in Phase 2, we will decide if the property warrants
a Phase 3 study.
Phase 2 will take about 3 months and cost about $20,000.
Phase 3 is aimed at precisely defining the depth, the width, the
length, the tonnage and the value per ton of any ore body. This is
accomplished through extensive drift driving. An ore body is not a
proven ore body until it has been technically, economically and legally
proven.
Phase 3 will take about 6 months and cost about $80,000.
We do not intend to interest other companies in the property if
we find mineralized materials. We intend to try to develop the
reserves ourselves.
Regulations
Our mineral exploration program is subject to the Canadian Mineral
Tenure Act Regulation. This act sets forth rules for
- locating claims
- posting claims
- working claims
- reporting work performed
We are also subject to the British Columbia Mineral Exploration Code
which tells us how and where we can explore for minerals. We must
comply with these laws in order to operate our business. Compliance
with these rules and regulations will not effect our operations.
Environmental Law
We are also subject to the Health, Safety and Reclamation Code for
Mines in British Columbia. This code deals with environmental matters
relating to the exploration and development of mining properties. Its
goals are to protect the environment through a series of regulations
effecting:
1. Health and Safety
2. Archaeological Sites
3. Exploration Access
23
We are in compliance with the foregoing act and will continue to
comply with the act in the future.
Employees
Initially, we intend to use the services of subcontractors for
manual labor exploration work on our properties. Our only technical
employees will be Hugh Grenfal and Robert Jarva, our officers and
directors.
Employees and Employment Agreements
At present, we have no employees, other than Messrs. Grenfal and
Jarva, our officers and directors, who were compensated for their
services. Messrs. Grenfal and Jarva do not have employment agreements
with us. We presently do not have pension, health, annuity, insurance,
stock options, profit sharing or similar benefit plans; however, we may
adopt such plans in the future. There are presently no personal
benefits available to any employees.
Legal Proceeding
We are not involved in any pending legal proceeding.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ---------------------------------------------------------------------
We are a start-up, exploration stage company and have not yet
generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that
our auditors believe there is doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital
to pay our bills. This is because we have not generated any revenues
and no revenues are anticipated until we begin removing and selling
minerals. Accordingly, we must raise cash from sources other than the
sale of minerals found on our property. That cash must be raised from
other sources. Our only other source for cash at this time is
investments by others in our company. We must raise cash in order to
implement our project and stay in business.
In order to meet our need for cash we are attempting to raise
money from this offering. There is no assurance that we will be able
to raise enough money through this offering to stay in business. What
ever money we do raise, will be applied first to exploration and then
to development, if development is warranted. If we do not raise all of
the money we need from this offering, we will have to find alternative
24
sources, such as a second public offering, a private placement of
securities, or loans from our officers or others. We have discussed
this matter with our officers, however, our officers are unwilling to
make any commitment to loan us any money at this time. At the present
time, we have not made any arrangements to raise additional cash, other
than through this offering. If we need additional cash and can't raise
it we will either have to suspend operations until we do raise the
cash, or cease operations entirely.
We will be conducting research in connection with the exploration
of our property. We are not going to buy or sell any plant or
significant equipment. We do not expect a change in our number of
employees.
Phase 1 involves research, examination of the property, and
trenching. Phase 1 will take about 3 months and cost about $20,000.
We have not commenced Phase I. We anticipate that the proceeds of this
offering will be use to cover the costs of each phase of the
exploration plan.
Phase 2 involves an initial examination of the underground
characteristics of the vein structure that was identified by Phase 1 of
exploration. Phase 2 will take about 3 months and cost about $20,000.
Phase 3 is aimed at precisely defining the depth, the width, the
length, the tonnage and the value per ton of any ore body. Phase 3
will take about 6 months and cost about $80,000.
Limited Operating History; Need for Additional Capital
There is no historical financial information about our company
upon which to base an evaluation of our performance. We are an
exploration stage company and have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration and/or development of our
properties, and possible cost overruns due to price and cost increases
in services.
To become profitable and competitive, we conduct into the research
and exploration of our properties before we commence production of any
minerals we may find. We are seeking equity financing in order to
provide for the capital required to implement our research and
exploration phases.
25
We have no assurance that future financing will be available to
us on acceptable terms. If such financing is not available on
satisfactory terms, we may be unable to continue, develop or expand our
operations. Equity financing could result in additional dilution to
existing shareholders.
Results of Operations
From Inception on June 19, 1999
We just recently acquired our first property and are commencing
the research and exploration stage of our mining operations on that
property at this time.
Since inception, we have used our common stock to raise money for
our property acquisition, for corporate expenses and to repay
outstanding indebtedness. Net cash provided by financing activities
from inception on June 19, 1999 to July 31, 1999 was $12,100, as a
result of proceeds received from sales of our common stock.
Liquidity and Capital Resources
As of the date of this registration statement, we have yet to
generate any revenues from our business operations.
We issued 5,000,000 shares of common stock ^ through a Section
4(2) offering in June 1999. This was accounted for as a compensation
expense of $273,356 and advances and reimbursement expenses of $1,644.
As of July 31, 1999, our total assets were $362 and our total
liabilities were $12,000.
Year 2000 Compliance
The Year 2000 issue is the result of computer programs using two
digits rather than four to define the applicable year. Date-sensitive
software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in system failures or miscalculations,
causing disruptions of operations, including, among others, a temporary
inability to process transactions, send invoices or engage in similar
normal business activities.
Year 2000 State of Readiness
In order to address Year 2000 issues, we developed and implemented
a plan to become Year 2000 ready. The Year 2000 Plan covers the
computers and technology which we use in the research and exploration
of our properties. We have reviewed our technology consisting of
26
computer hardware and software systems and found them to be Year 2000
ready. Since we do not have any vendors we cannot make any assessment
of third parties. In the future, we intend to evaluate and assess the
systems of any third party providers with whom we do business.
Year 2000 Costs
To date, we have incurred no historical costs associated with our
Year 2000 readiness and the magnitude of any future costs will depend
upon the nature and extent of any problems that are identified.
Year 2000 Risks
Our failure to correct a material Year 2000 problem could result
in a complete failure or degradation of the performance of our
computers which will interrupt our operations.
Presently, however, we believe that our most reasonably likely
worst case scenario related to the Year 2000 issue is associated with
potential concerns with third party providers' services or products.
In the future, we will be dependent on third-party vendors to provide
manual labor, research data and studies on our properties. A
significant Year 2000-related disruption to one of these vendor's
computer software and/or equipment could cause a delay in our proposed
research and explorations which in turn could materially and adversely
affect our results of operations, liquidity and financial condition.
Since we have not started business, we have not hired any third party
vendors. As such we are not presently aware of any vendor-related Year
2000 issues that are likely to result in such a disruption. There is
no assurance that Year 2000 third party vendors will not occur in the
future.
Year 2000 Contingency Plans
Since our equipment is Year 2000 ready, we have not adopted any
Year 2000 contingency plans. See "Risk Factors - The Year 2000 Issue."
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MANAGEMENT
- ---------------------------------------------------------------------
Officers and Directors
Each of our directors is elected by the Stockholders to a term of
one (1) year and serves until his or her successor is elected and
qualified. Each of our officers is elected by the board of directors to
a term of one (1) year and serves until his or her successor is duly
elected and qualified, or until he or she is removed from office. The
board of directors has no nominating, auditing or compensation
committees.
27
The name, address, age and position of our present sole officer
and director is set forth below:
Name and Address Age Position(s)
Hugh Grenfal 30 President, Treasurer, Chief
3337 West 30th Ave. Financial Officer, and a member
Vancouver, B.C. of the Board of Directors
Canada V6S 1W3
Robert Jarva 36 Secretary and a member of the
2613 Harrier Drive Board of Directors
Coquitlam B.C.
Canada V6E 2A7
The person named above has held his office/position since
inception of our company and is expected to hold his office/position
until the next annual meeting of our stockholders.
Background of Officer and Director
Hugh Grenfal has been the President, Treasurer, Chief Financial
Officer and a member of the board of directors of the company since
inception. From January 1991 to June 1996 , Mr. Grenfal was
President of Booker Gold Explorations Ltd., a mining and exploration
corporation located in Vancouver, British Columbia. Since October
1996, Mr. Grenfal has been a Director of Callinan Mines Ltd., a mining
and exploration corporation located in Vancouver, British Columbia with
revenue producing copper and zinc properties located in Manitoba,
Canada. Since September 1999, Mr. Grenfal has been President of Palal
Mining Corporation located in Vancouver, British Columbia. Palal
Mining is a mining company. Since September 1999, Mr. Grenfal has been
President of Ancona Mining Corporation located in Vancouver, British
Columbia. Ancona Mining Corporation is a mining company. Mr. Grenfal
is currently not a full-time employee with another entity.
Robert Jarva has been the Secretary and a member of the board of
directors of the company since inception. From October 1996 to June
1999, Mr. Jarva was a Personal Financial Analyst with Primerica
Financial Services located in Vancouver, British Columbia providing
financial services such as pension and educational plans and life
insurance for individual clients. From January 1993 to October 1996,
Mr. Jarva was employed by D & K Enterprises Ltd. located in Vancouver
British Columbia which was engaged in the hospitality industry. Mr.
Jarva's responsibilities included public relations and funds
supervision. Mr. Jarva is currently not a full-time employee with
another entity.
28
Conflicts of Interest
We believe that Hugh Grenfal will be subject to conflicts of
interest. The conflicts of interest arise from Mr. Grenfal's
relationship with other mining corporations. In the future, Mr. Grenfal
will continue to be involved in the mining business for other entities
and such involvement could create conflicts of interest. At the
present time, we do not foresee a direct conflict of interest because
we do not intend to acquire any additional mining properties. The only
conflict that we foresee is Mr. Grenfal's devotion of time to mining
projects that do not involve us.
Specifically, Hugh Grenfal is an officer and director of Callinan
Mines Ltd., Palal Mining Corporation and Ancona Mining Corporation, all
of which are engaged in the mining business. Presently, none of the
foregoing operate mines or receive royalties from properties operated
by others with the exception of Callinan Mines Ltd. which receives
CDN$149,000 from a copper zinc mine in Flin Flon, Manitoba operated by
Hudson Bay & Smelting Co. Neither we nor our officers are affiliated
with Hudson Bay & Smelting Co. In the future, however, such
corporations could begin operating mines.
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EXECUTIVE COMPENSATION
- ---------------------------------------------------------------------
Messrs. Grenfal and Jarva, our officers and directors, were
compensated in shares of common stock in the amount of $273,356 for
their services and there are no plans to compensate them in the near
future, unless and until we begin to realize revenues and become
profitable in our business operations.
Indemnification
Pursuant to the Articles of Incorporation and Bylaws of the
corporation, we may indemnify an officer or director who is made a
party to any proceeding, including a law suit, because of his position,
if he acted in good faith and in a manner he reasonably believed to be
in our best interest. In certain cases, we may advance expenses
incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him
against all expenses incurred, including attorney's fees. With respect
to a derivative action, indemnity may be made only for expenses
actually and reasonably incurred in defending the proceeding, and if
the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by
the laws of the State of Nevada.
29
Regarding indemnification for liabilities arising under the
Securities Act of 1933, as amended, which may be permitted to directors
or officers pursuant to the foregoing provisions, we are informed that,
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy, as expressed in the Act and
is, therefore, unenforceable.
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PRINCIPAL STOCKHOLDERS
- ---------------------------------------------------------------------
The following table sets forth, as of the date of this prospectus,
the total number of shares owned beneficially by each of our directors,
officers and key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding shares. The table
also reflects what such ownership will be assuming completion of the
sale of all shares in this offering, which we can't guarantee. The
stockholder listed below has direct ownership of his shares and
possesses sole voting and dispositive power with respect to the shares.
Name and Address Number of Number Percentage of
Beneficial Shares Before of Shares of Ownership
Owner [1] Offering After Offering After Offering
- ------------------ --------- --------- --------------
Hugh Grenfal 2,500,000 2,500,000 35.71%
3337 West 30th Ave.
Vancouver, B.C.
Canada V6S 1W3
Robert Jarva 2,500,000 2,500,000 35.71%
2613 Harrier Drive
Coquitlam, B.C.
Canada V6E 2A7
- ------------------
All Officers and
Directors as a Group (2) 5,000,000 5,000,000 71.43%
[1] The persons named above may be deemed to be a "parent" and
"promoter" of our company, within the meaning of such terms under
the Securities Act of 1933, as amended, by virtue of his/its
direct and indirect stock holdings. Messrs. Grenfal and Jarva are
the only "promoters" of our company.
30
Future Sales by Existing Stockholders
A total of 5,000,000 shares of common stock were issued to the
existing Stockholders, all of which are "restricted securities", as
that term is defined in Rule 144 of the Rules and Regulations of the
SEC promulgated under the Securities Act. Under Rule 144, such shares
can be publicly sold, subject to volume restrictions and certain
restrictions on the manner of sale, commencing one (1) year after their
acquisition.
Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable
restrictions expire, could have a depressive effect on the market
price, if any, of our common stock and the shares we are offering. See
"Dilution of the Price You Pay for Your Shares-Restricted Shares
Eligible for Future Sale."
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DESCRIPTION OF SECURITIES
- ---------------------------------------------------------------------
Common Stock
Our authorized capital stock consists of 100,000,000 shares of
common stock, par value $0.00001 per share. The holders of our common
stock:
* have equal ratable rights to dividends from funds legally
available therefor, when, as and if declared by our board of
directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and
there are no redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters
on which stockholders may vote.
All shares of common stock now outstanding are fully paid for and
non-assessable and all shares of common stock which are the subject of
this offering, when issued, will be fully paid for and non-assessable.
We refer you to our Articles of Incorporation, Bylaws and the
applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of our securities.
31
Non-cumulative Voting
Holders of shares of our common stock do not have cumulative
voting rights, which means that the holders of more than 50% of the
outstanding shares, voting for the election of directors, can elect all
of the directors to be elected, if they so choose, and, in such event,
the holders of the remaining shares will not be able to elect any of
our directors. After this offering is completed, the present
stockholders will own approximately 97% of our outstanding shares. See
"Principal Stockholders."
Cash Dividends
As of the date of this prospectus, we have not paid any cash
dividends to stockholders. The declaration of any future cash dividend
will be at the discretion of our board of directors and will depend
upon our earnings, if any, our capital requirements and financial
position, our general economic conditions, and other pertinent
conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in
our business operations.
Reports
After we complete this offering, we will be subject to certain
reporting requirements and will furnish annual financial reports to you
certified by our independent accountants, and may, in our discretion,
furnish unaudited quarterly financial reports.
Stock Transfer Agent
Our stock transfer agent for our securities is Pacific Stock
Transfer Company, 5844 South Pecos Road, Suite D, Las Vegas, Nevada
89120 and its telephone number is (702) 361-3033.
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CERTAIN TRANSACTIONS
- ---------------------------------------------------------------------
In June 1999 we issued a total of 5,000,000 shares of restricted
common stock to Hugh Grenfal and Robert Jarva, officers and directors
of our company. ^ This was accounted for as a compensation expense
of $273,356 and advances and reimbursement expenses of $1,644.
Since our inception, Mr. Grenfal, advanced loans to us in the
total sum of $12,000, which were used for organizational and start-up
costs and operating capital. The loans do not bear interest and have
not been paid as of the date hereof. There are no documents reflecting
the loan and they are not due on any date certain. Mr. Grenfal will
accept repayment from us when money is available.
32
In June 1999, we entered into an Option to Purchase Agreement
with James Thom, an unrelated third party, and acquired 100% of the
the three claims which make up our property. The consideration for the
property was US$7.00 (CDN$10.00.)
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LITIGATION
- ---------------------------------------------------------------------
We are not a party to any pending litigation and none is
contemplated or threatened.
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EXPERTS
- --------------------------------------------------------------------
Our financial statements for the period from inception to June 30,
1999, and for the one month ended July 31, 1999 included in this
prospectus have been audited by Williams and Webster, P.C., Independent
Certified Public Accountants, Seafirst Financial Center, 601 West
Riverside Avenue, Suite 1970, Spokane, Washington 99201, as set forth
in their report included in this prospectus.
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LEGAL MATTERS
- ---------------------------------------------------------------------
Conrad C. Lysiak, Attorney at Law, 601 West First Avenue, Suite
503, Spokane, Washington 99201, telephone (509) 624-1475 has acted as
legal counsel for our company.
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FINANCIAL STATEMENTS
- ---------------------------------------------------------------------
Our fiscal year end is June 30. We will provide audited financial
statements to our stockholders on an annual basis; the statements will
be prepared by an Independent Certified Public Accountant.
Our audited financial statement from inception to June 30, 1999
immediately follows:
33
PAXTON MINING CORPORATION
TABLE OF CONTENTS
July 31, 1999
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS
Balance Sheets F-2
Statements of Operations and Accumulated Deficit F-3
Statement of Stockholders' Equity (Deficit) F-4
Statements of Cash Flows F-5
NOTES TO FINANCIAL STATEMENTS F-6
34
Board of Directors
Paxton Mining Corporation
Las Vegas, Nevada
Independent Auditor's Report
We have audited the accompanying balance sheets of Paxton Mining
Corporation, (an exploration stage enterprise), as of July 31, 1999 and
June 30, 1999, and the related statements of operations and accumulated
deficit, stockholders' equity (deficit) and cash flows for the one month
ended July 31, 1999 and the period from June 10, 1999 (inception) to
June 30, 1999. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits
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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Paxton
Mining Corporation, as of July 31, 1999 and June 30, 1999, and the
results of its operations and its cash flows for the month ended July
31, 1999 and the period from June 10, 1999 (inception) to June 30,
1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 2,
the Company has been in the exploration stage since its inception on
June 10, 1999. Realization of a major portion of the assets is
dependent upon the Company's ability to meet its future financing
requirements, and the success of future operations. These factors
raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans regarding those matters also are
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
December 1, 1999
35
PAXTON MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
BALANCE SHEETS
July 31 June 30
1999 1999
ASSETS
CURRENT ASSETS
Cash $ 100 $ 100
---------- ----------
Total Current Assets 100 100
---------- ----------
OTHER ASSETS
Mining claims 262 262
---------- ----------
TOTAL ASSETS $ 362 $ 362
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Loans to a related party $ 12,000 $ 12,000
---------- ----------
Total Current Liabilities 12,000 12,000
---------- ----------
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, 100,000,000 shares
authorized, $0.00001 par value;
5,000,000 shares issued and
outstanding 50 50
Additional paid-in-capital 274,950 274,950
Deficit accumulated during
the exploration stage (286,638) (286,638)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY
(DEFICIT) (11,638) (11,638)
---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ 362 $ 362
========== ==========
The accompanying notes are an integral part of these financial
statements.
F-2
36
PAXTON MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the one From June 10, 1999
month period Inception (Inception)
Ending through Through
July 31, 1999 June 30, 1999 July 31, 1999
REVENUES $ - $ - $ -
---------- ---------- ----------
EXPENSES
Executive Compensation - 273,356 273,356
Filing fees - 400 400
Legal and professional - 11,600 11,600
Office expense - 31 31
Transfer agent - - -
Mining exploration
expense - 1,251 1,251
---------- ---------- ----------
TOTAL EXPENSES - 286,638 286,638
---------- ---------- ----------
NET LOSS FROM OPERATIONS - (286,638) (286,638)
INCOME TAXES000
---------- ---------- ----------
NET LOSS - (286,638) (286,638)
ACCUMULATED DEFICIT,
BEGINNING BALANCE (286,638) - -
---------- ---------- ----------
ACCUMULATED DEFICIT,
ENDING BALANCE $ (286,638) $ (286,638) $ (286,638)
========== ========== ==========
NET LOSS PER COMMON
SHARE $ - $ (0.06) $ (0.06)
========== ========== ==========
WEIGHTED AVERAGE NUMBER
OF COMMON STOCK SHARES
OUTSTANDING 5,000,000 5,000,000 5,000,000
========== ========== ==========
The accompanying notes are an integral part of these financial
statements.
F-3
37
PAXTON MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
Total
Common Stock Additional Stockholders'
Number Paid-In Accumulated Equity
of Shares Amount Capital Deficit (Deficit)
Issuance of
common stock for
compensation and
in payment of
advances at
approximately
$.055 per share 5,000,000 $ 50 $ 274,950 $ - $ 275,000
Loss for year
ending,
06/30/99 - - - (286,638) (286,638)
--------- ---- --------- ---------- ----------
Balance
06/30/99 5,000,000 50 274,950 (286,638) (11,638)
Income (loss) for
the period ending
07/31/99 - - - - -
--------- ---- --------- ---------- ----------
Balance
07/31/99 5,000,000 $ 50 $ 274,950 $ (286,638) $ (11,638)
========= ==== ========= ========== =========
The accompanying notes are an integral part of these financial
statements.
F-4
38
PAXTON MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
For the one From June 10, 1999
month period Inception (Inception)
Ending through Through
July 31, 1999 June 30, 1999 July 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ - $ (286,638) $ (286,638)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Payment of expenses from
issuance of stock - 274,638 274,638
------ ---------- ----------
Net cash (used) in
operating activities - (12,000) (12,000)
CASH FLOWS FROM INVESTING
ACTIVITIES - - -
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from advances - 100 100
Proceeds from short-term
loan payable - 12,000 12,000
------ ---------- ----------
Net cash provided by
financing activities - 12,100 12,100
------ ---------- ----------
Change in cash - 100 100
Cash, beginning of period 100 - -
------ ---------- ----------
Cash, end of period $ 100 $ 100 $ 100
====== ========== ==========
Supplemental disclosures:
Interest paid $ - $ - $ -
====== ========== ==========
Income taxes paid $ - $ - $ -
====== ========== ==========
NON-CASH TRANSACTIONS
Stock issued in payment of
compensation and other
expenses $ - $ 274,638 $ 274,638
Stock issued in payment
of advances $ - $ 100 $ 100
Stock issued in payment
of mining claims $ - $ 262 $ 262
The accompanying notes are an integral part of these financial
statements.
F-5
39
PAXTON MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 1999 and June 30, 1999
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Paxton Mining Corporation (hereinafter "the Company") was incorporated
on June 10, 1999 under the laws of the State of Nevada for the purpose
of acquiring, exploring and developing mining properties. The Company
maintains offices in Las Vegas, Nevada and in Vancouver, British
Columbia. The Company's fiscal year end is June 30.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Paxton Mining
Corporation is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management which is responsible for
their integrity and objectivity. These accounting policies conform to
generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
Exploration Stage Activities
The Company has been in the exploration stage since its formation in
June 1999 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition, exploration
and development of mining properties. Upon location of a commercial
minable reserve, the Company will actively prepare the site for its
extraction and enter a development stage.
Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred
a net loss of $0 and $23,282 for the month ended July 31, 1999 and the
year ended June 30, 1999 and had no sales. The future of the Company is
dependent upon its ability to obtain financing and upon future
successful explorations for and profitable operations from the
development of mineral properties. Management has plans to seek
additional capital through a private placement and public offering of
its common stock. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.
Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting.
F-6
40
PAXTON MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 1999 and June 30, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Loss Per Share
Loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted
average number of shares was calculated by taking the number of shares
outstanding and weighting them by the amount of time that they were
outstanding.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or
less to be cash equivalents.
Provision for Taxes
At July 31, 1999 and June 30, 1999, the Company had net operating loss
of approximately $23,000. No provision for taxes or tax benefit has
been reported in the financial statements, as there is not a measurable
means of assessing future profits or losses.
Use of Estimates
The process of preparing financial statements in conformity with
generally accepted accounting principles requires the use of estimates
and assumptions regarding certain types of assets, liabilities,
revenues, and expenses. Such estimates primarily relate to unsettled
transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated
amounts.
Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-lived Assets." In
complying with this standard, the Company reviews its long-lived assets
quarterly to determine if any events or changes in circumstances have
transpired which indicate that the carrying value of its assets may not
be recoverable. The Company does not believe any adjustments are
needed to the carrying value of its assets at July 31, 1999 or June 30,
1999.
Exploration Costs
In accordance with generally accepted accounting principles, the
Company will expense exploration costs as incurred.
F-7
41
PAXTON MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
July 31, 1999 and June 30, 1999
NOTE 3 COMMON STOCK
On June 20, 1999, 5,000,000 shares of common stock were issued to
officers and directors only. There was no public offering of any
securities. The above referenced shares were issued in payment for
compensation in the amount of $273,356 and repayment for mining claim
recording fees of $262, expenses of $1,282 and advances of $100. These
shares were issued pursuant to exemption from registration contained in
Section 4 (2) of the Securities Act of 1933.
In June, 1999 the Company, through Hugh Grenfal, President and a member
of the Board of Directors acquired 100% of the rights, titles and
interests in three mining claims in the Twelve Mile Creek, Kalso Area,
Slocan Mining Division, B.C. Canada in exchange for $7 in cash. In
addition, payment of $255 was required to record the three mining
claims totaling 36 units. These amounts were paid by the shareholders
and repaid by the Company in the form of stock as denoted above. The
Company, through Mr. Grenfal, exercised the option and acquired the
mining claims. The claims are recorded in Mr. Grenfal's name for tax
purposes, however, title to the claims has been conveyed to the Company
via an unrecorded deed.
NOTE 4 RELATED PARTIES
The Company occupies office space provided by Hugh Grenfal, the
President of the Company, in his capacity as Vice President and
Director of Callinan Mines Limited at no charge. The value of this
space is not considered materially significant for financial reporting
purposes.
Hugh Grenfal, the President of the Company, has advanced monies to the
Company to open a checking account and in payment of expenses. The
funds advanced to open the checking account were repaid as part of the
stock transaction. See Note 3. The balance of the advances have been
recorded as short-term loans, bearing no interest and having no
specific due date.
NOTE 5 YEAR 2000 ISSUES
Like other companies, Paxton Mining Corporation could be adversely
affected if the computer systems the Company, its suppliers or
customers use do not properly process and calculate date-related
information and data from the period surrounding and including January
1, 2000. This is commonly known as the "Year 2000" issue.
Additionally, this issue could impact non-computer systems and devices
such as production equipment and elevators, etc. At this time, because
of the complexities involved in the issue, management cannot provide
assurance that the Year 2000 issue will not have an impact on the
Company's operations. Any costs associated with Year 2000 compliance
are expensed when incurred.
F-8
42
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer
of the Registrant is insured or indemnified in any manner against any
liability which he may incur in his capacity as such, is as follows:
1. Article XII of the Articles of Incorporation of the company,
filed as Exhibit 3.1 to the Registration Statement.
2. Article XI of the Bylaws of the company, filed as Exhibit 3.2
to the Registration Statement.
3. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control
person, officer or director from liability, thereby making the company
responsible for any expenses or damages incurred by such control
person, officer or director in any action brought against them
based on their conduct in such capacity, provided they did not
engage in fraud or criminal activity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (assuming all shares are
sold), all of which are to be paid by the registrant, are as follows:
SEC Registration Fee $ 100.00
Printing Expenses 6,500.00
Accounting Fees and Expenses 5,000.00
Legal Fees and Expenses 25,000.00
Blue Sky Fees/Expenses 5,000.00
Transfer Agent Fees 3,000.00
Miscellaneous Expenses 5,400.00
-----------
TOTAL $ 50,000.00
===========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Registrant has sold the
following securities which were not registered under the
Securities Act of 1933, as amended.
43
Name and Address Date Shares Consideration
- ---------------- ---- ------ -------------
Hugh Grenfal 6/20/99 2,500,000 Services and
3337 W. 30th Avenue $641 in Cash
Vancouver, British Columbia
Canada V7S 1W3
Robert Jarva 6/20/99 2,500,000 Services and
2613 Harrier Drive $641 in Cash
Coquitlam, British Columbia
Canada V6E 2A7
We issued the foregoing restricted shares of common stock to Messrs.
Grenfal and Jarva pursuant to Section 4(2) of the Securities Act of
1933. Messrs. Grenfal and Jarva are sophisticated investors, are
officers and directors of the company, and where in possession of all
material information relating to the company. Further, no commissions
were paid to anyone in connection with the sale of the shares and
general solicitation was made to anyone.
ITEM 27. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement, pursuant to Item 601 of Regulation K. All Exhibits have
been previously filed unless otherwise noted.
Exhibit No. Document Description
- ------------ --------------------
3.1* Articles of Incorporation.
3.2* Bylaws.
4.1* Specimen Stock Certificate.
5.1* Opinion of Conrad C. Lysiak, Esq. regarding the legality
of the Securities being registered.
10.1* Keno Mining Claim.
10.2* Marble Arch Mining Claim.
10.3* Bill of Sale.
10.4* Statement of Trustee.
23.1 Consent of Williams & Webster, P.S., Certified Public
Accountants.
23.2 Consent of Conrad C. Lysiak, Esq.
27.1* Financial Data Schedule.
99.1* Subscription Agreement.
* Previously filed.
44
ITEM 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant 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
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
b. To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
c. To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any change to such information
in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of this Form SB-2 Registration
Statement and has duly caused this Amendment No. 3 to the Form SB-2
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Vancouver, British Columbia, on this 10th
day of December, 1999.
PAXTON MINING CORPORATION
BY: /s/ Hugh Grenfal
Hugh Grenfal, President
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Hugh Grenfal, as true and lawful
attorney-in-fact and agent, with full power of substitution, for his
and in his name, place and stead, in any and all capacities, to sign
any and all amendment (including post-effective amendments) to this
registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state
securities law or blue sky filings, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in about the premises,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying the confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to the Form SB-2 Registration Statement has been signed
by the following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Hugh Grenfal President, Treasurer, December 10, 1999
Hugh Grenfal Chief Financial Officer
and a member of the
Board of Directors
/s/ Robert Jarva Secretary and a member December 10, 1999
Robert Jarva of the Board of Directors