U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2/A
Amendment No. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HUDSON VENTURES INC.
---------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 1040 APPLIED FOR
-------------- ------------------------- --------------
(State or other Standard Industrial (IRS Employer
jurisdiction of Classification Identification
incorporation or Number)
organization)
DANA NEILL UPTON
444 EAST COLUMBIA STREET
NEW WESTMINSTER,
BRITISH COLUMBIA, CANADA V3L 3W9
-------------------------- -------
(Name and address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code: (604)506-8301
Fax: (604)519-1681
--------------
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 securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
|__|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
|__|
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
|__|
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following.
|__|
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
- -----------------------------------------------------------------
Common Stock 1,587,000 shares $0.50 $793,500.00 $73.00
- ----------------------------------------------------------------------
(1) Based on the last sales price on July 8, 2002
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(a), MAY DETERMINE.
Agent for Service of Process:
Nevada Agency and Trust
50 Liberty Street, Suite 880
Reno Nevada, USA 89501
SUBJECT TO COMPLETION, Dated August 28, 2002
PROSPECTUS
HUDSON VENTURES INC.
1,587,000 SHARES
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering all of
our shares of common stock offered through this prospectus.
Hudson Ventures Inc. will not receive any proceeds from this
offering.
Our common stock is presently not traded on any market or
securities
exchange.
----------------
The purchase of the securities offered through this prospectus
involves a high degree of risk. See section entitled "Risk Factors"
on pages 6 - 10.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The Date Of This Prospectus Is: August 28,2002
Until ____, all dealers that effect transactions in these
securities whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the
dealer's obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
The selling shareholders are required to sell our shares at $0.50
per share until our shares are quoted on the OTC Bulletin Board,
and thereafter at prevailing market prices or privately
negotiated prices.
Table Of Contents
PAGE
Summary .......................................................5
Risk Factors ..................................................6
Risks Related To Our Financial Condition and Business Model
- ------------------------------------------------------------
- If we do not obtain additional financing, our business
will fail ................................................6
- If we do not complete the required capital expenditure
requirements mandated in our option, we will lose our
interests in the Wheaton River Property and McConnell
River Property our business will fail.....................7
- Because we have not commenced business operations, we face
a high risk of business failure ..........................7
- Because of the speculative nature of exploration of mining
properties, there is a substantial risk that no commercially
exploitable minerals will be found on either of our
properties and our business will fail.....................8
- Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or
damages as we conduct our business. In such circumstances,
our business will fail ...................................8
- Even if we discover commercial reserves of precious metals
on our optioned mineral properties, we may not be able to
obtain commercial production .............................8
- We need to continue as a going concern if our business is
to succeed ...............................................9
Risks Related To Our Market And Strategy
- - ----------------------------------------
- If we do not obtain clear title to the mining properties,
our business may fail ....................................9
Risks Related To This Offering
- -------------------------------
- Because our Directors, own 48.6% of our
outstanding stock, they will control and make corporate
decisions that may be disadvantageous to other minority
stockholders .............................................9
- Because our president has other business interests,
he may not be able or willing to devote a sufficient
amount of time to our business operations, causing our
business to fail .........................................9
- Because management has only limited experience in mineral
exploration, the business has a higher risk of failure ...10
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares ..........10
- If the selling shareholders sell a large number of
shares all at once or in blocks, the market price of our
shares would most likely decline .........................10
Use of Proceeds ...............................................11
Determination of Offering Price ...............................11
Dilution ......................................................11
Selling Shareholders ..........................................11
Plan of Distribution ..........................................16
Legal Proceedings .............................................18
Directors, Executive Officers, Promoters and Control Persons ..19
Security Ownership of Certain Beneficial Owners and Management 20
Description of Securities .....................................21
Interest of Named Experts and Counsel .........................22
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ....................................22
Organization Within Last Five Years ...........................22
Description of Business .......................................23
Plan of Operations ............................................33
Description of Property .......................................36
Certain Relationships and Related Transactions ................37
Market for Common Equity and Related Stockholder Matters ......37
Executive Compensation ........................................38
Financial Statements ..........................................39
Changes in and Disagreements with Accountants .................48
Available Information .........................................48
Item 3 Summary
Hudson Ventures Inc.
We intend to commence business operations in the mineral property
exploration sector. To date, we have not conducted any
exploration activities. We have entered into two mineral
property option agreements whereby we may acquire a 90% interest
in a total of 13 mineral claims located in the Whitehorse and
Watson Lake Mining Districts, Yukon Territory, Canada. We refer
to these mineral claims respectively as the Wheaton River
Property and the McConnell River Property. These options are
exercisable by us completing aggregate exploration expenditures
of $195,000 on the Wheaton River Property by December 31, 2003
and $25,000 on the McConnell River Property by June 30, 2003. To
date, we have not entered the exploration phase of our business
plan. Our corporate activities to date have mainly been of an
organizational nature including the acquisition of our two
options and the preparatory work in conjunction with filing this
registration statement.
Our objective is to conduct mineral exploration activities on the
Wheaton River Property and the McConnell River Property in order
to assess whether these claims possess commercially exploitable
reserves of gold and/or silver. We have not, as yet, identified
any commercially exploitable reserves
and there can be no assurance that a commercially viable deposit
exists on either property until sufficient and appropriate
geological work, including economic feasibility has been
performed. Our proposed exploration program is designed to
search for commercially exploitable deposits.
We were incorporated on November 30, 2001 under the laws of the
state of Nevada. Our principal offices are located at 444 East
Columbia Street, New Westminster, British Columbia, Canada.
The Offering
Securities Being Offered Up to 1,587,000 shares of common stock.
The offering price will be determined by
market factors and the independent
decisions of the selling shareholders.
Offering Price The selling shareholders will sell our
shares at $0.50 per share until our shares
are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. We determined
this offering price arbitrarily based upon
the price of the last sale of our common
stock to investors.
Terms of the Offering The selling shareholders will determine
when and how they will sell the common
stock offered in this prospectus.
Termination of the Offering The offering will conclude when all of the
1,587,000 shares of common stock have been
sold, the shares no longer need to be
registered to be sold or we decide to
terminate the registration of shares.
Securities Issued
And to be Issued 3,087,000 shares of our common stock are
issued and outstanding as of the date of
this prospectus. All of the common stock
to be sold under this prospectus will be
sold by existing shareholders.
Use of Proceeds We will not receive any proceeds from the
sale of the common stock by the selling
shareholders.
Summary Financial information
From incorporation on November 30, 2001 to fiscal year end July
31, 2002
Balance Sheet data
Cash $28,181
Total Assets $30,681
Liabilities $ 1,000
Total Shareholders Equity $29,681
Statement of Loss and Deficit
From incorporation on November 30, 2001 to fiscal year end July
31, 2002
Revenue $0
Net loss $25,419
Item 3 Risk Factors
An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below and the
other information in this prospectus before investing in our
common stock. If any of the following risks occur, our business,
operating results and financial condition could be seriously
harmed. The trading price of our common stock could decline due
to any of these risks, and you may lose all or part of your
investment.
Risks Related To Our Financial Condition And Business Model
If we do not obtain additional financing, our business will fail.
Our current operating funds are less than necessary to complete
the exploration of the optioned mineral claims, and therefore we
will need to obtain additional financing in order to complete our
business plan. As of July 31, 2002, we had cash in the amount of
$28,181.00. We currently do not have any operations and we have
no income. Our business plan calls for significant expenses in
connection with the exploration of our optioned mineral claims.
While we have sufficient funds to conduct the $15,000 phase one
recommended exploration program on the Wheaton River Property, we
will require additional financing of $180,000 in order to
complete the full-recommended exploration program and to exercise
the option relating to the property. We will require an
additional $25,000 to complete recommended exploration of the
McConnell River Property and to earn an interest in the property.
We will also require additional financing if the costs of the
exploration of our optioned mineral claims are greater than
anticipated. We will require additional financing to sustain our
business operations if we are not successful in earning revenues
once exploration is complete. We do not currently have any
arrangements for financing and we can provide no assurance to
investors that we will be able to find such financing if
required. Obtaining additional financing would be subject to a
number of factors, including the market prices for gold and
silver, investor acceptance of our property, and investor
sentiment. These factors may make the timing, amount, terms or
conditions of additional financing unavailable to us.
The most likely source of future funds presently available to us
is through the sale of equity capital. Any sale of share capital
will result in dilution to existing shareholders. The only other
anticipated alternative for the financing of further exploration
would be the offering by us of an interest in our properties to
be earned by another party or parties carrying out further
exploration thereof, which is not presently contemplated.
If we do not complete the required capital expenditure
requirements mandated in our option agreements, we will lose our
interest in the Wheaton River Property and the McConnell River
Property and our business will fail.
We are obligated to incur exploration expenditures totalling
$195,000 in order to exercise the option to acquire a 90%
interest in the Wheaton River Property. We must also incur
expenditures of $25,000 to acquire a 90% interest in the
McConnell River Property. While our existing cash reserves are
sufficient to enable us to complete phase one of the geological
exploration program recommended on the Wheaton River Property, we
will require substantial additional capital to fund the continued
exploration of our optioned mineral claims and exercise the
options described above. If we do not meet the exploration
expenditures required by the option agreements, we will forfeit
our interest in the Wheaton River Property and the McConnell
River Property and will have no interest in either mineral claim
block. We have no agreements for additional financing and we can
provide no assurance to investors that additional funding will be
available to us on acceptable terms, or at all, to continue
operations, to fund new business opportunities or to execute our
business plan. If we lose our interest in the optioned mineral
claims, then there is a substantial risk that our business will
fail.
Because we have not commenced business operations, we face a high
risk of business failure.
We have not begun the initial stages of exploration of our
optioned mineral claims, and thus have no way to evaluate the
likelihood that we will be able to operate our business
successfully. We were incorporated on November 30, 2001 and to
date have been involved primarily in organizational activities
and the acquisition of an interest in the optioned mineral
claims. We have not earned any revenues as of the date of this
prospectus. Potential investors should be aware of the
difficulties normally encountered by new mineral exploration
companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral
properties that we plan to undertake. These potential problems
include, but are not limited to, unanticipated problems relating
to exploration, and additional costs and expenses that may exceed
current estimates.
Prior to completion of our exploration stage, we anticipate that
we will incur increased operating expenses without realizing any
revenues. We therefore expect to incur significant losses into
the foreseeable future. We recognize that if we are unable to
generate significant revenues from the exploration of our
optioned mineral claims and the production of minerals thereon,
if any, we will not be able to earn profits or continue
operations.
There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and we can provide
investors with no assurance that we will generate any operating
revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most
likely fail.
Because of the speculative nature of the exploration of mining
properties there is substantial risk that no commercially
exploitable minerals will be found on either of our properties
and our business will fail.
The search for valuable minerals as a business is extremely
risky. We can provide investors with no assurance that the
Wheaton River Property and the McConnell River Property contain
commercially exploitable reserves of gold and silver.
Exploration for minerals is a speculative venture necessarily
involving substantial risk. The expenditures to be made by us in
the exploration of the optioned mineral properties may not result
in the discovery of commercial quantities of ore.
Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result
in unsuccessful
exploration efforts. In such a case, we would be unable to
complete our business plan.
Because of the inherent dangers involved in mineral exploration,
there is a risk that we may incur liability or damages as we
conduct our business. In such circumstances, our business may
fail.
The search for valuable minerals involves numerous hazards. As a
result, we may become subject to liability for such hazards,
including pollution, cave-ins and other hazards against which we
cannot insure or against which we may elect not to insure. If we
realize any of the above liabilities in the course of our
exploration of the Wheaton River Property or the McConnell River
Property, we may become subject to penalties or lawsuit damages
that may prevent us from pursuing our business plan, or may
jeopardize all of our assets. In such circumstances, our
shareholders will lose all of their investment.
Even if we discover commercial reserves of precious metals on our
optioned mineral properties, we may not be able to obtain
commercial production.
The optioned mineral properties do not contain any known bodies
of ore. If our exploration programs are successful in
establishing ore of commercial tonnage and grade, we will require
additional funds in order to place the Wheaton River Property and
the McConnell River Property into commercial production. At this
time, we can provide investors with no assurance that we will be
able to obtain such financing.
We need to continue as a going concern if our business is to
succeed.
The Independent Auditor's Report to Hudson Ventures Inc. audited
financial statements for the period ended July 31, 2002,
indicates that there are a number of factors that raise
substantial doubt about our ability to continue as a going
concern. Such factors identified in the report are: we are in a
net loss position; we have not obtained profitable operations;
and we are dependent upon obtaining adequate financing. If we
are not able to continue as a going concern, it is likely
investors will lose their investments.
Risks Related To Our Market And Strategy
If we do not obtain clear title to the mining properties, our
business may fail.
While we have obtained geological reports with respect to the
optioned mineral properties, this should not be construed as a
guarantee of title. The properties may be subject to prior
unregistered agreements or transfers or native land claims, and
title may be affected by undetected defects. Our optioned mining
properties have not been surveyed and therefore, the precise
locations and areas of the properties may be in doubt.
Risks Related To This Offering
Because our directors own 48.58% of our outstanding common stock,
they will make and control corporate decisions that may be
disadvantageous to other minority shareholders.
Mr. Dana Upton and Mr. Nikoloas Bekropoulos, both directors of
our company, own an aggregate of 48.58%of the outstanding shares
of our common stock. Accordingly, they will have a significant
influence in determining the outcome of all corporate
transactions or other matters, including mergers, consolidations
and the sale of all or substantially all of our assets, and also
the power to prevent or cause a change in control. The interests
of Mr. Upton and Mr. Bekropoulos may differ from the interests of
the other stockholders and thus result in corporate decisions
that are disadvantageous to other shareholders.
Because our president has other business interests, he may not be
able or willing to devote a sufficient amount of time to our
business operations, causing our business to fail.
Our president, Mr. Upton is presently required to spend only 25%
of his business time on business management services for our
company. While Mr. Upton presently possesses adequate time to
attend to our interests, it is possible that the demands on Mr.
Upton from his other obligations could increase with the result
that he would no longer be able to devote sufficient time to the
management of our business. In addition, Mr. Upton may not
possess sufficient time for our business if the demands of
managing our business increased substantially beyond current
levels.
Because management has only limited experience in mineral
exploration, the business has a higher risk of failure.
Our management has only limited experience in mineral
exploration. As a result of this inexperience, there is a higher
risk of our being unable to complete our business plan in the
exploration and exploitation of our optioned mineral property.
If a market for our common stock does not develop, shareholders
may be unable to sell their shares.
There is currently no market for our common stock and we can
provide no assurance that a market will develop. We currently
plan to apply for listing of our common stock on the NASD over
the counter bulletin board upon the effectiveness of the
registration statement of which this prospectus forms a part.
However, we can provide investors with no assurance that our
shares will be traded on the bulletin board or, if traded, that a
public market will materialize. If no market is ever developed
for our shares, it will be difficult for shareholders to sell
their stock. In such a case, shareholders may find that they are
unable to achieve benefits from their investment.
If the selling shareholders sell a large number of shares all at
once or in blocks, the market price of our shares would most
likely decline.
The selling shareholders are offering 1,587,000 shares of our
common stock through this prospectus. The selling shareholders
are not restricted in the price they can sell the common stock.
Our common stock is presently not traded on any market or
securities exchange, but should a market develop, shares sold at
a price below the current market price at which the common stock
is trading will cause that market price to decline. Moreover,
the offer or sale of a large numbers of shares at any price may
cause the market price to fall. The outstanding shares of common
stock covered by this prospectus represents approximately 51.60%
of the common shares outstanding as of the date of this
prospectus.
Forward-Looking Statements
This prospectus contains forward-looking statements that involve
risks and uncertainties. We use words such as anticipate,
believe, plan, expect, future, intend and similar expressions to
identify such forward-looking statements. You should not place
too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those
anticipated in these forward-looking statements for many reasons,
including the risks faced by us described in the this Risk
Factors section and elsewhere in this prospectus.
Item 4: Use Of Proceeds
We will not receive any proceeds from the sale of the common
stock offered through this prospectus by the selling
shareholders.
Item 5: Determination Of Offering Price
The selling shareholders are required to sell our shares at $0.50
per share until our shares are quoted on the OTC Bulletin Board,
and thereafter at prevailing market prices or privately
negotiated prices.
Item 6: Dilution
The common stock to be sold by the selling shareholders is common
stock that is currently issued and outstanding. Accordingly,
there will be no dilution to our existing shareholders.
Item 7: Selling Shareholders
The selling shareholders named in this prospectus are offering
all of the 1,587,000 shares of common stock offered through this
prospectus. These shares were acquired from us in a private
placement that was exempt from registration under Regulation S of
the Securities Act of 1933.
The following table provides as of July 31, 2002, information
regarding the beneficial ownership of our common stock held by
each of the selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4. the percentage owned by each upon completion of the
offering.
Total Number
Of Shares To Total Shares Percentage of
Be Offered For to Be Owned Shares owned
Name Of Shares Owned Selling Upon Upon
Selling Prior To This Shareholders Completion Of Completion of
Stockholder Offering Account This Offering This Offering
IKKEE BATTLE 100,000 100,000 Nil Nil
39-9101 FORESTGROVE
BURNABY BC,
CANADA
STEVE BEKROPOULOS 100,000 100,000 Nil Nil
2833-40TH STREET SW
CALGARY ALBERTA,
CANADA
STUART BLAIR 3,000 3,000 Nil Nil
212 DEERCROFT
PLACE SE
CALGARY ALBERTA,
CANADA
ROY BUXBAUM 150,000 150,000 Nil Nil
1838 SHORE CRESCENT
ABBOTSFORD BC,
CANADA
REY CHATEL 1,000 1,000 Nil Nil
3-2035 BOUCHERIE
ROAD
WESTBANK BC
CANADA
DANBY FINANCIAL 500 500 Nil Nil
MANAGEMENT CORP.
ROBERT DANVERS
444 E. COLUMBIA
STREET
NEW WESTMINSTER
BC, CANADA
LEIGH ELLIOTT 100,000 100,000 Nil Nil
121 DURHAM STREET
NEW WESTMINSTER BC,
CANADA
FARLINE
INVESTMENT CORP. 150,000 150,000 Nil Nil
WILLIAM INY
3408 WEST 28TH AVENUE
VANCOUVER BC
FOX CREEK 3,000 3,000 Nil Nil
INVESTMENTS
ROB REUKL
PO BOX 1185
MANITOWADGE
ONTARIO, CANADA
GORDON FULLER 500 500 Nil Nil
6-929-42ND AVENUE
CALGARY ALBERTA,
CANADA
VERN GERLITZ 34,000 34,000 Nil Nil
604-734-7TH
AVENUE SW
CALGARY ALBERTA,
CANADA
HARVEY GREEN 3,000 3,000 Nil Nil
3440 GLENCOE ROAD
WESTBANK BC,
CANADA
BRENDA HANSON 500 500 Nil Nil
543 EAST COLUMBIA
STREET
NEW WESTMINSTER
BC, CANADA
WAYNE HANSON 500 500 Nil Nil
543 EAST COLUMBIA
STREET
NEW WESTMINSTER
BC, CANADA
COLE HENRY 100,000 100,000 Nil Nil
122 CEDARWOOD DRIVE
PORT MOODY BC,
CANADA
MIKE IVERSON 500 500 Nil Nil
24549-53RD AVENUE
LANGLEY BC, CANADA
SUSAN IVERSON 500 500 Nil Nil
24549-53RD AVENUE
LANGLEY BC, CANADA
MICHAEL KERSTER 150,000 150,000 Nil Nil
1156 WEST SHORE DRIVE
MISSISSAUGA ONTARIO,
KENNEDY KERSTER 150,000 150,000 Nil Nil
704-6TH STREET, SUITE 6
NEW WESTMINSTER BC,
CANADA
LANCE LARSEN 500 500 Nil Nil
254-16 MIDLAKE
BOULEVARD SE
CALGARY, ALBERTA
RYAN LONGE 500 500 Nil Nil
3-2935 BOUCHERIE
ROAD
WESTBANK BC,
CANADA
PAMELA LUKOWICH 3,000 3,000 Nil Nil
5 HAWKBURG
PLACE NW
CALGARY ALBERTA,
CANADA
JUDY LUKOWICH 3,000 3,000 Nil Nil
5 HAWKBURG
PLACE NW
CALGARY ALBERTA
CANADA
LYLE NASH 3,000 3,000 Nil Nil
1006-5TH STREET WEST
HIGH RIVER ALBERTA,
CANADA
RON NITTRITZ 500 500 Nil Nil
8926 SHEHERD WAY
DELTA BC, CANADA
MICHAEL PATTERSON 140,000 140,000 Nil Nil
608 BOSWORTH ST
COQUITLAM BC,
CANADA
DON PIDSKALNEY 3,000 3,000 Nil Nil
716 BARTLETT DRIVE
PENTICTION BC,
CANADA
LAURA PIDSKALNEY 3,000 3,000 Nil Nil
716 BARTLETT DRIVE
PENTICTION BC,
CANADA
JAMES ROMANO 150,000 150,000 Nil Nil
5719 GRANLEY DRIVE
WEST VANCOUVER BC,
CANADA
LYNN SEVERTSON 3,000 3,000 Nil Nil
195 COVINGTON
CLOSE NE
CALGARY ALBERTA,
CANADA
JILL SHARP 70,000 70,000 Nil Nil
13214 KETCH COURT
COQUITLAM BC,
CANADA
EDWARD SYLVAN 150,000 150,000 Nil Nil
208-321 RAILWAY STREET
VANCOUVER BC
NOLA TOMPKINS 500 500 Nil Nil
4424 MARINE DRIVE
WEST VANCOUVER
BC, CANADA
GEORGE UPTON 500 500 Nil Nil
1795 RUFUS DRIVE
NORTH VANCOUVER
BC, CANADA
SARAH UPTON 500 500 Nil Nil
1795 RUFUS DRIVE
NORTH VANCOUVER
BC, CANADA
ERNEST ZACHER 3,000 3,000 Nil Nil
267 CANTERVILLE
DRIVE SW
CALGARY ALBERTA,
CANADA
MICHAEL ZACHER 3,000 3,000 Nil Nil
2304-7451 SPRINGBANK
BOULEVARD SW
CALGARY ALBERTA,
CANADA
385321 ALBERTA 3,000 3,000 Nil Nil
LTD.
KEITH HAMPTON
2009-39th AVENUE
NE CALGARY
ALBERTA, CANADA
The named party beneficially owns and has sole voting and
investment power over all shares or rights to these shares. The
numbers in this table assume that none of the selling
shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock,
and assumes that all shares offered are sold. The percentages
are based on 3,087,000 shares of common stock outstanding on
October 25, 2002.
Except as disclosed below, none of the selling shareholders:
(a) has had a material relationship with us other than as a
shareholder at any time within the past three years; or
(b) has ever been one of our officers or directors.
1. Sarah Upton is the daughter of Dana Upton, our President and
a director.
2. George Upton is the son of Dana Upton, our President and a
director.
Item 8: Plan Of Distribution
The selling shareholders may sell some or all of their common
stock in one or more transactions, including block transactions:
1. On such public markets or exchanges as the common stock may from
time to time be trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
The sales price to the public may be:
1. The market price prevailing at the time of sale;
2. A price related to such prevailing market price; or
3. Such other price as the selling shareholders determine from
time to time.
The selling shareholders are required to sell our shares at $0.50
per share until our shares are quoted on the OTC Bulletin Board,
and thereafter at prevailing market prices or privately
negotiated prices.
The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.
The selling shareholders may also sell their shares directly to
market makers acting as principals or brokers or dealers, who may
act as agent or acquire the common stock as a principal. Any
broker or dealer participating in such transactions as agent may
receive a commission from the selling shareholders, or, if they
act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and
customary brokerage fees for such services. Brokers or dealers
may agree with the selling shareholders to sell a specified
number of shares at a stipulated price per share and, to the
extent such broker or dealer is unable to do so acting as agent
for the selling shareholders, to purchase, as principal, any
unsold shares at the price required to fulfill the respective
broker's or dealer's commitment to the selling shareholders.
Brokers or dealers who acquire shares as principals may
thereafter resell such shares from time to time in transactions
in a market or on an exchange, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such re-sales may pay
or receive commissions to or from the purchasers of such shares.
These transactions may involve cross and block transactions that
may involve sales to and through other brokers or dealers. If
applicable, the selling shareholders may distribute shares to one
or more of their partners who are unaffiliated with us. Such
partners may, in turn, distribute such shares as described above.
We can provide no assurance that all or any of the common stock
offered will be sold by the selling
shareholders.
If our selling shareholders enter into arrangements with brokers
or dealers, as described above, we are obligated to file a post-
effective amendment to this registration statement disclosing
such arrangements, including the names of any broker dealers
acting as underwriters.
We are bearing all costs relating to the registration of the
common stock. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in
connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the
Securities Act and the Securities Exchange Act in the offer and
sale of the common stock. In particular, during such times as the
selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to
be an underwriter, they must comply with applicable law and may,
among other things:
1. Not engage in any stabilization activities in connection with
our common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to
time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to
induce any person to purchase any of our securities other than
as permitted under the Securities Exchange Act.
The Securities Exchange Commission has also adopted rules that
regulate broker-dealer practices in connection with transactions
in penny stocks. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities registered
on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with
respect to transactions in such securities is provided by the
exchange or system).
A purchaser is purchasing penny stock which limits the ability to
sell the stock. The shares offered by this prospectus constitute
penny stock under the Securities and Exchange Act. The shares
will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a
broker-dealer to sell the stock into a secondary market, which
makes it more difficult for a purchaser to liquidate his or her
investment. Any broker-dealer engaged by the purchaser for the
purpose of selling his or her shares in Hudson Ventures Inc. will
be subject to rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those
rules, some broker-dealers will refuse to attempt to sell penny
stock.
The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those
rules, deliver a standardized risk disclosure document prepared
by the Commission, which:
* contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary
trading;
* contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements of
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the
significance of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on
disciplinary actions;
* defines significant terms in the disclosure document or in the
* conduct of trading penny stocks; and
* contains such other information and is in such form (including
* language, type, size, and format) as the Commission shall require
* by rule or regulation;
The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer:
* with bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or
other comparable information relating to the depth and liquidity
of the market for such stock; and
* monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from those
rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written
agreement to transactions involving penny stocks, and a signed
and dated copy of a written suitability statement. These
disclosure requirements will have the effect of reducing the
trading activity in the secondary market for our stock because it
will be subject to these penny stock rules. Therefore,
stockholders may have difficulty selling those securities.
Item 9: Legal Proceedings
We are not currently a party to any legal proceedings. Our
address for service of process in Nevada is 50 Liberty Street
West, Suite 880, Reno, Nevada.
Item 10: Directors, Executive Officers, Promoters And Control
Persons
Our executive officers and directors and their respective ages as
of July 31, 2002 are as follows:
Directors:
Name of Director Age
- ----------------------- -----
Dana Neill Upton 49
Nikolaos Bekropoulos 52
Philip Taneda 42
Executive Officers:
Name of Officer Age Office
- ---------------------- ----- -------
Dana Neill Upton 49 President
Secretary,
Treasurer
And Director
Nikolaos Bekropoulos 52 Director
Philip Stanley Taneda 42 Director
Biographical Information
Set forth below is a brief description of the background and
business experience of each of our executive officers and
directors for the past five years.
Dana Neill Upton: Mr. Upton has acted as our president,
secretary, treasurer and as a director since our inception on
November 30, 2001.Currently, Mr. Upton is only required to spend
25% of his time managing and tending to our affairs.
Mr. Upton attended the University of British Columbia faculty of
engineering where he majored in mining engineering.
In the past, Mr. Upton has worked with several different mining
companies in their engineering department, including, Faro Mining
Corp. in 1973 where he performed mining engineering and mine
surveying duties; Burro Creek Minerals, where he was a director
of the company from 1989 to 1993 and was responsible for over
seeing the company's exploration activities; Construction
Aggregates,Inc. where Mr. Upton worked in 1972 and was
responsible for lab testing duties; and Placid Oil Company, where
Mr. Upton worked in 1971 and worked as part of an exploration
team on various Properties.
Currently, Mr. Upton is a partner in Skyward Marking Systems of
Richmond British Columbia, Canada and during the last 10 years
Mr. Upton was responsible for establishing distributors and OEMs
for Marsh Ink Jet Systems. His activities were directed primarily
at the management of major accounts including Nabob, B.C.
Packers, Abbot Labs, Shell, etc.
Nikolaos Bekropoulos: Mr. Bekropolous has acted as our director
since our inception on November 30, 2001. Mr. Bekropoulos is only
required to spend approximately 5% of his time as a board member
of Hudson.
Mr. Bekropoulos is a restaurateur who has owned and operated
Gator's Sports Bar located in Calgary Alberta, Canada for the
past 12 years. He previously owned four other restaurants and was
the manager of the Calgary Exhibition and Stampede from April
1969 to July 1976.
Philip Stanley Taneda: Mr. Taneda has served on the board of
directors of Hudson Ventures Inc. since January 23, 2002 and has
served in the capacity of director of the company. Mr. Taneda is
required to spend time on the company on an as-needed basis.
For the past ten years, Mr. Taneda has worked as a business
consultant primarily in the advertising and marketing industry in
both private and public sectors. His clients have included
Renaissance Golf Design, Inc. where, Mr.Taneda was a director of
the company from 1999 to 2001; BioKronix, Inc., where Mr. Taneda
worked with the company from 1996 to 1999, developing and
implementing marketing strategies for the company's line of
products; Aqua Pure Ventures Inc. where Mr. Taneda worked with
the company from 1995 to 1996 developing the company's marketing
plan. In 1999, Mr. Taneda was Canada's National Karate champion.
Term of Office
Our Directors are appointed for a one-year term to hold office
until the next annual general meeting of our shareholders or
until removed from office in accordance with our bylaws. Our
officers are appointed by our board of directors and hold office
until removed by the board.
Significant Employees
We have no significant employees other than the officers and
directors described above.
Conflicts of Interest
We do not have any procedures in place to address conflicts of
interest that may arise in our directors between our business and
their other business activities.
Item 11: Security Ownership Of Certain Beneficial Owners And
Management
The following table provides the names and addresses of each
person known to us to own more than 5% of our outstanding common
stock as of July 31, 2002, and by the officers and directors,
individually and as a group. Except as otherwise indicated, all
shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of
class
Dana Neill Upton 750,000 24.29%
President, Secretary, Treasurer
And a Director
444 East Columbia Street
New Westminster, British Columbia
Canada
Common Nikoloas Bekropoulos 750,000 24.29%
Stock Director
20 Woodfield Green S.W.
Calgary, AB T2W 3T9
Canada
Common All Officers and Directors 1,500,000 shares 48.58%
Stock as a Group that consists of
two people
The percent of class is based on 3,087,000 shares of common stock
issued and outstanding as of July 31, 2002.
Item 12: Description Of Securities
General
Our authorized capital stock consists of 60,000,000 shares of
common stock at a par value of $0.001 per share.
Common Stock
As of July 31, 2002, there were 3,087,000 shares of our common
stock issued and outstanding that were held by forty(40)
stockholders of record.
Holders of our common stock are entitled to one vote for each
share on all matters submitted to a stockholder vote. Holders of
common stock do not have cumulative voting rights. Therefore,
holders of a majority of the shares of common stock voting for
the election of directors can elect all of the directors.
Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to
vote, represented in person or by proxy, are necessary to
constitute a quorum at any meeting of our stockholders. A vote
by the holders of a majority of our outstanding shares is
required to effectuate certain fundamental corporate changes such
as liquidation, merger or an amendment to our Articles of
Incorporation.
Holders of common stock are entitled to share in all dividends
that the board of directors, in its discretion, declares from
legally available funds. In the event of a liquidation,
dissolution or winding up, each outstanding share entitles its
holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of
stock, if any, having preference over the common stock. Holders
of our common stock have no pre-emptive rights, no conversion
rights and there are no redemption provisions applicable to our
common stock.
Dividend Policy
We have never declared or paid any cash dividends on our common
stock. We currently intend to retain future earnings, if any, to
finance the expansion of our business. As a result, we do not
anticipate paying any cash dividends in the foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to
purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to
purchase shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities
convertible into shares of our common stock or any rights
convertible or exchangeable into shares of our common stock
Item 13: Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared
or certified any part of this prospectus or having given an
opinion upon the validity of the securities being registered or
upon other legal matters in connection with the registration or
offering of the common stock was employed on a contingency basis,
or had, or is to receive, in connection with the offering, a
substantial interest, direct or indirect, in the registrant or
any of its parents or subsidiaries. Nor was any such person
connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Arthur J. Frost, our independent legal counsel, has provided an
opinion on the validity of our common stock.
The financial statements included in this prospectus and the
registration statement have been audited by Morgan and Company,
Chartered Accountants, to the extent and for the periods set
forth in their report appearing elsewhere in this document and in
the registration statement filed with the SEC, and are included
in reliance upon such report given upon the authority of said
firm as
experts in auditing and accounting.
Item 14: Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities
Our directors and officers are indemnified as provided by the
Nevada Revised Statutes and our Bylaws. We have been advised that
in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act
is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities is asserted by one of
our directors, officers, or controlling persons in connection
with the securities being registered, we will, unless in the
opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such
indemnification is against public policy to court of appropriate
jurisdiction. We will then be governed by the court's decision.
Item 15: Organization Within Last Five Years
We were incorporated on November 30, 2001 under the laws of the
state of Nevada.
We own two options to acquire a 90% interest in certain mineral
claims situated in the Yukon Territory, Canada pursuant to
agreements dated January 21, 2002 and January 22, 2002
respectively.
Mr. Dana Upton, our president, secretary, treasurer and a director,
Mr. Nikolaos Bekropoulos, and Mr. Philip Taneda have been our
sole promoters since our inception. Mr. Upton and Mr. Bekropoulos
purchased 750,000 shares each of our common stock at a price of
$0.001 US per share on December 10, 2001. Mr. Upton and Mr.
Bekropoulos paid a total purchase price of $750.00 each for these
shares.
Item 16: Description Of Business
In General
We intend to commence operations as a exploration stage company.
We plan to ultimately engage in the acquisition and exploration
of mineral properties and exploit mineral deposits demonstrating
economic feasibility. We have entered into two mineral property
option agreements whereby we may acquire a 90% interest in a
total of 13 mineral claims located in the Yukon Territory,
Canada. These claims are respectively referred to as the Wheaton
River Property and the McConnell River Property. In the Yukon
Quartz Mining Act, a mineral claim is defined as "a plot of
ground staked out and acquired under the provisions of the Act.."
Our mineral claims interests are described below under the
headings "Wheaton River Property Option Agreement" and "McConnell
River Property Option Agreement". Our plan of operation is to
carry out exploration work on the Wheaton River and McConnell
River Properties in order to ascertain whether these claims
possess commercially exploitable quantities of gold and/or
silver. There can be no assurance that a commercially
exploitable mineral deposit, or reserve, exists on the Wheaton
River or McConnell River Properties until appropriate exploratory
work is done and an economic evaluation based on such work
concludes there is economic feasibility.
Economic evaluation to determine economic feasibility will only
occur if a defined body of ore is proven on one of our
properties. If warranted, we will hire an engineering firm
specializing in the economic evaluation process.
The first phases of the exploration programs on both the Wheaton
River Property and the McConnell River Property will be conducted
by one or more qualified geologists and their staff and will be
paid according to industry scale. At present, we have not engaged
the services of any geologist to perform the recommended
exploration programs.
Wheaton River Property Option Agreement
We have obtained the option to acquire a 90% interest, subject to
a 1% net smelter returns royalty, in nine mineral claims situated
in the Yukon Territory, Canada. A net smelter returns royalty is
the amount of money that we would receive from the sale of
minerals from the property to a smelter, less refining charges,
ore treatment charges, penalties and transportation costs.
We refer to the nine mineral claims described above as the
Wheaton River Property. We acquired our interest in the Wheaton
River Property pursuant to an agreement dated January 21, 2002
between Glen Macdonald and us. Glen Macdonald holds the exclusive
right to explore and extract minerals from the Wheaton River
Property. We paid cash consideration to Glen Macdonald for the
grant of the option and geological report in the amount of $7,500
on January 21, 2002. The option agreement was negotiated as an
arm's length transaction. It provides that we will have exercised
the option and thereby acquired an undivided 90% interest in the
Wheaton River Property when we have:
(A) paid Glen Macdonald $7,500(which we paid upon the execution
of the option agreement);
(B) incurred an aggregate of $195,000 of property exploration
expenditures on the Wheaton River Property within the following periods:
(1) $15,000 by December 31, 2002;
(2) a further $180,000 by December 31, 2003.
To date, we have not incurred any exploration expenditures on the
Wheaton River Property. In the event that we spend, in any of
the above periods, less than the required sum, we may, at our
option, pay to Glen Macdonald the cash difference between the
amount actually spent and the required exploration expenditure in
full satisfaction of the exploration expenditures to be incurred.
In the event that we spend, in any period, more than the required
sum, then the excess will be carried forward and applied to the
required exploration expenditures to be incurred in subsequent
periods.
If we fail to make any required payment, or incur any required
exploration expenditures, our option will terminate and we will
have no further rights to the Wheaton River Property. Property
exploration expenditures include all costs of acquisition and
maintenance of the property, all expenditures on the exploration
and development of the property and all other costs and expenses
of whatsoever kind or nature, including those of a capital
nature, incurred or chargeable with respect to the exploration of
the property. In addition, until we have secured a 90% interest
in the Wheaton River Property, we are obligated to maintain in
good standing the Wheaton River Property by:
(A) completing and filing assessment work or making of payments
in lieu thereof; and
(B) performing all other actions necessary to keep the Wheaton
River Property free and clear of all liens and other
charges.
All payments necessary to maintain the Wheaton River Property in
good standing with the Yukon Territory for the next twelve-month
period have been made.
McConnell River Property Option Agreement
We have obtained the option to acquire a 90% interest, subject to
a 1% net smelter returns royalty, in four mineral claims situated
in the Watson Lake Mining District, Yukon Territory, Canada. We
refer to these mineral claims as the McConnell River Property.
We acquired our interest in the McConnell River Property pursuant
to an agreement dated January 22, 2002 between Glen Macdonald and
us. Glen Macdonald holds the exclusive right to explore and
extract minerals from the McConnell River Property. We paid cash
consideration to Glen Macdonald for the grant of the option and a
geological report in the amount of $2,500 on January 22, 2002.
The option agreement was negotiated as an arm's length
transaction. We are entitled to exercise the option to acquire
the 90% interest in the McConnell River Property when we have:
(A) paid Glen Macdonald $2,500(which we paid upon the execution
of the option agreement);
(B) incurred an aggregate of $25,000 of property exploration
expenditures on the McConnell River Property by June 17, 2003.
To date, we have not incurred any exploration expenditures on the
McConnell River Property. In the event that we spend, in any of
the above periods, less than the required sum, we may, at our
option, pay to Glen Macdonald the difference between the amount
actually spent and the required exploration expenditure in full
satisfaction of the exploration expenditures to be incurred. In
the event that we spend, in any period, more than the required
sum, then the excess will be carried forward and applied to the
required exploration expenditures to be incurred in subsequent
periods.
If we fail to make any required payment, or incur any required
exploration expenditures, our option will terminate and we will
have no further rights to the McConnell River Property. Property
exploration expenditures include all costs of acquisition and
maintenance of the property, all expenditures on the exploration
and development of the property and all other costs and expenses
of whatsoever kind or nature, including those of a capital
nature, incurred or chargeable with respect to the exploration of
the property. In addition, until we have secured a 90% interest
in the McConnell River Property, we are obligated to maintain in
good standing the McConnell River Property by:
(A) completing and filing assessment work or making of payments
in lieu thereof;
(B) performingall other actions necessary to keep the McConnell
River Property free and clear of all liens and other
charges.
All payments necessary to maintain the McConnell River Property
in good standing with the Yukon Territory the next twelve-month
period have been made.
Description of the Wheaton River Property
The Wheaton River Property comprises nine mineral claims located
in the Whitehorse Mining District of the Yukon Territory, Canada.
Mr. Barclay Macdonald staked and recorded the claims on behalf of
Glen Macdonald on February 19, 2000. Subject to our option, Mr.
Macdonald owns a 100% interest in the mineral rights respecting
the claims. The claims expire on August 19, 2003. The claims
can be extended for one year by conducting work on the claims
equal to $100 per claim unit. Accordingly, these claims will be
extended for one year if we conduct $900 worth of work on them by
August 19, 2003.
Description of the McConnell River Property
The McConnell River Property comprises four mineral claims in the
Watson Lake Mining District of the Yukon Territory, Canada. Mr.
Graham Davidson staked and recorded these claims on behalf of
Glen Macdonald on December 17, 2000. Subject to our option, Mr.
Macdonald owns a 100% interest in the mineral rights respecting
the claims. The claims expire on June 17, 2003. The claims can
be extended for one year by conducting work on the claims equal
to $100 per claim unit. Accordingly, these claims will be
extended for one year if we conduct $400 worth of work on the
claims on or before June 17, 2003.
Location of the Wheaton River Property
The Wheaton River Property covers a broad northwest trending
ridge south of Pugh Peak (referred to locally as "Gold Hill"),
extending from the Wheaton River to Hodnett Lakes on NTS Map
Sheet 105D-6. The property lies 40 kilometers south of
Whitehorse at geographical coordinates 60 16'N latitude, 135 06'W
longitude .The Alaska and Klondike Highways, and the Wheaton
River-Mount Skukum all-season gravel road provide access to the
area. A four-wheel drive road follows Thompson Creek from the
Wheaton Road to the property.
Location of the McConnell River Property
The McConnell River property is located 260 kilometres northeast
of Whitehorse, Yukon and 40 kilometres south of Ross River, Yukon
at latitude 61 35' N and longitude 132 35W. The claims straddle
the headwaters of Seagull Creek and McConnell River and are
situated 30 kilometres east of the South Canol Road (Hwy 8). A 20
kilometer four-wheel drive road originating from the South Canol
Road provides access to south Seagull Lake in the claims area.
The main showing is connected to the access road by a 10
kilometer four-wheel drive road. Access during the 2000
exploration season was by all-terrain vehicle initially, and then
by road using 4x4 pickup trucks.
History of the Wheaton River Property
The Wheaton River/Lake Bennett district was first explored by
prospectors travelling along the major lakes and rivers of
southwestern Yukon in the early 1890's. The original claims
recorded in the district were those of prospectors Corwin and
Rickman who, in 1893, located antimony showings on Carbon Hill
and gold-silver bearing quartz veins at an undisclosed site.
Antimony is a element that is often found with gold in rocks. It
is known as an indicator mineral.
The Klondike Gold Rush brought a great influx of people to the
Yukon, many of whom crossed Lake Bennett en route to Dawson City.
These individuals strayed into the Wheaton Valley, locating
claims in the Schnabel Creek drainage in 1903. More intensive
exploration began in 1906 after the discovery of free gold and
gold-silver tellurides on Gold Hill by D. Hodnett and J. Stagar,
and the rediscovery of the Corwin-Rickman antimony-silver
showings on Carbon and Chieftain Hills. Wagon roads were built
along the Wheaton River, Thompson Creek and Stevens Creek to
provide access to numerous adits and pits on Mount Anderson.
Limited mining of high grade gold and silver bearing ore occurred
on the Gold Reef vein at the northeastern end of Gold Hill and on
the Becker-Cochran (Whirlwind) property on the west face of Mount
Anderson. Adits and shafts on Mount Stevens and Wheaton Mountain
were probably exploratory; no record of ore production exists.
The Tally-Ho Mine on Tally-Ho Mountain was the most significant
operation during the early years of activity in the area. For
example, there is a record of a shipment in 1918, of 14 tons of
hand-sorted ore grading 2.35 oz/ton gold, 5.1 oz/ton silver and
7% lead which was smelted at Tacoma.
On Montana Mountain, Colonel Conrad and associates developed
several gold and silver bearing quartz veins on the slope above
Windy Arm, Tagish Lake. A small mill on the shore of Windy Arm
processed ore extracted from the Venus, Montana and Big Thing
quartz veins between 1906 and 1920.
From the mid-1920's to the late 1960's, little exploration of
significance took place. By 1970's, many of the old showings
were restaked as an increase in the value of base and precious
metals rekindled the interest of prospectors and mining companies
in the area. The Venus and Arctic mines operated on Montana
Mountain between 1969-1971. The Venus Mine was again
rehabilitated during 1980-1981 and a new mill was installed at
the southern end of Windy Arm.
On the area covered by our claims, recent exploration started in
1984 to1985 when Wheaton River Joint Venture performed
prospecting, grid development, mapping, geochemical and
geophysical surveys, and bulldozer trenching and road building.
Mineralized quartz veins and stockworks were discovered in
several locations along the five kilometer long ridge. During
1987 and 1988 Ranger Pacific Minerals Ltd. and others performed
additional geochemical and geophysical survey work, and blast
trenching to better define target zones previously identified and
to further explore the property. During the period 1991 to 2000
exploration work done by the owners has included bulldozer
trenching, road construction, geological mapping and prospecting.
Exploration and development costs incurred to date, on the
property have a replacement value exceeding US $400,000 with some
US $200,000 being expended since 1996.
History of the McConnell River Property
The McConnell River district was first explored by placer gold
miners travelling along the major lakes and Rivers of
southwestern Yukon in the early 1890's, prior to the discovery of
gold in the Klondike (1896). The first major exploration of the
district commenced following the construction of the Canol
Pipeline road as part of the World War II effort. The region has
been subject of several exploration booms since 1945 led by major
mining companies including Noranda, RioTinto, Anaconda, Utah
Mines, Equity Silver, Hudson Bay Mining and others. As a result
of these regional exploration programs, several major mineral
deposits were defined and an effective database developed for the
area.
The area now covered by the McConnell River claims has been
included in various projects at different times since massive
sulphide material was first located in 1962. The property or
portions thereof have been explored by:
- - the Pelly Minerals Syndicate (Canex, KerrAddison, Noranda
and Homestake), which conducted hand trenching, mapping and a
magnetic survey in 1963;
- - Mayo Silver Mines Limited and Canol Mines Limited which
bulldozer trenched and drilled 1452 metres (7 holes) in 1969;
- - Seagull Joint Venture (Great Western Petroleum Corp. and
Lornex Mines Ltd.) which carried out mapping and geochemical
sampling in 1981;
- - Equity Silver Mines Ltd., and Fairfield Mines Ltd. performed
mapping, geochemical sampling, geophysical surveying (Magnetics,
I.P. and VLF) in 1987 and constructed 6.4 kilometres of roads and
diamond drilled 8 holes in 1988.
The claims were acquired by the present owners who conducted
geophysical (electromagnetic and magnetics) and geochemical
surveys, constructed a new access road and conducted bulldozer
trenching from 1996 to 2000. Geophysical surveying is the search
for mineral deposits by measuring the physical property of near-
surface rocks, and looking for unusual responses caused by the
presence of mineralization. Electrical, magnetic, gravitational,
seismic and radioactive properties are the ones most commonly
measured. Electromagnetic surveys involve measuring the strength
of the earth's magnetic field. Variations in the magnetic
readings on a property may indicate the increased likelihood of
precious or base minerals in the area.
Geo-chemical surveys involve using chemical tests in the search
for mineral deposits by analyzing stream or lake sediments,
natural waters, soil, rocks or vegetation for unusually high
traces of metals.
During the 2000 season a four-man exploration crew, based from
Ross River, conducted a soil geochemical survey and VLF-EM and
magnetometer geophysical survey's over part of the B1-4 claims. A
VLF-EM survey consists of two separate tests: a very low
frequency survey that uses radio waves to determine whether rocks
on a mineral property conduct electricity. Almost all of the
precious and base metals that we seek are above average
conductors of electricity and will affect VLF readings. The
second test, the electromagnetic survey, is as described above.
The surveys were undertaken to try to locate the source of
gold-silver bearing float mineralization located earlier and to
extend known massive sulphide mineralization. A bulldozer was
utilized to rebuild part of a 4x4 access trail, and to trench
sulphide showings. Geological mapping to investigate new target
areas was carried out. Geological mapping involves plotting
exploration results on a map in order to determine possible
mineralized areas.
Geological Report: Wheaton River Property
We have obtained a geological evaluation report on the Wheaton
River Property. The geological report was prepared by William
Timmins of Vancouver, British Columbia, Canada. The geological
report summarizes the results of the prior exploration of the
Wheaton River Property and the geological formations on the
property that were identified as a result of this prior
exploration.
In his geological report, Mr. Timmins recommends proceeding with
a two-phase, staged exploration program on the Wheaton River
Property based on his conclusion that prospecting, geophysical
surveys and soil and rock sampling are the exploration techniques
that have been the most successful in locating gold and silver
mineralization in the region.
The initial phase of the recommended geological work program is
comprised of Geological review and Geophysical surveys of the
Wheaton River Property in order to make a preliminary assessment
of mineralization. A budget of $15,000 is estimated to be
required to support this initial geological work program. The
components of the budget for this initial geological work program
are as follows:
PHASE 1
Geological Review $2,000
Sampling and Assaying $1,000
Consulting and Report Writing $2,000
Geophysical Surveys
- -Induced Polarization
- -Ground Magnetometer
- -Max-Min (EM) $10,000
- ----------------------- -----------
Total $15,000
Mr. Timmins recommended that the second phase of the exploration
program consist of Diamond drilling, core logging and assay
sampling. This second phase of the geological work program is
estimated to require a budget of $180,000. Mr. Timmins concluded
in his geological report that the decision to proceed with each
subsequent phase of the exploration program should be contingent
upon reasonable encouragement having been gained from the results
of the previous exploration program.
PHASE 2
Diamond Drilling 1400 Metres HQ @ $100/metre $140,000
Geological Mapping $ 10,000
Geophysical Surveying $ 30,000
Grand Total Phase 1 and Phase 2 $195,000
We have decided to accept the recommendation of the geological
report and proceed with this initial geological work program. We
will make a decision whether to proceed with phase two of the
staged exploration program upon completion of this initial
geological work program and an analysis of the results of this
first phase of the exploration program.
Should we determine at any time not to proceed to the next phase
of the geological work program, we will use our remaining
operating capital, if any, to obtain an option or options on
other mineral claims. Funds will then be used to conduct mineral
exploration activities on those claims. It is likely we will
need further financing to pay for that exploration.
The two-phase program recommended in the report constitutes a
reconnaissance exploration program, which is only an initial
phase of a full exploration effort. If we complete both phases
of the exploration program and the results of these efforts are
positive, we will still have to undertake an extensive and
additional exploration program which might consist of further
soil sampling, geophysical surveys, trenching or drilling before
we will be able to identify commercially-viable reserves. The
costs of these subsequent programs
will be significantly more than the costs set forth above for the
initial two phase exploration program.
Geological Report: McConnell River Property
We have obtained a geological evaluation report on the McConnell
River Property. The geological report was prepared by William
Timmins of Vancouver, British Columbia, Canada. The geological
report summarizes the results of the prior exploration of the
McConnell River Property and the geological formations on the
property that were identified as a result of this prior
exploration.
In his geological report, Mr. Timmins recommends proceeding with
a two-phase, staged exploration program on the McConnell River
Property based on his conclusion that prospecting, geophysical
surveys and soil and rock sampling are the exploration techniques
that have been the most successful in locating gold and silver
mineralization in the region. The initial phase of the
recommended geological work program is a Geological review
including sampling and Geophysical Surveys of the McConnell River
Property in order to make a preliminary assessment of
mineralization. A budget of $25,000 is estimated to be required
to support this initial geological work program. The components
of the budget for this initial geological work program are as
follows:
Phase 1
- -Geological Review $2,000
- -Sampling and Assaying $2,000
- -Exploration Grid $4,000
- -Geological Mapping $4,000
Geophysical Surveys
- -Induced Polarization
- -Ground Magnetometer
- -Max-Min (EM) $10,000
- -Consulting and Report Writing $3,000
- ----------------------- -----------
Total $25,000
Grid emplacement involves dividing a portion of the property
being explored into small sections. The geologist overseeing the
exploration program will record results based on the section from
which a sample is taken, or various surveys are performed.
Geological mapping and sampling will consist of a geologist and
his assistant gathering chip samples and grab samples from grid
areas with the most potential to host economically significant
mineralization based on their observation of any surface rocks.
Grab samples are soil samples or pieces of rock that appear to
contain precious metals such as gold and silver. All samples
gathered are sent to a laboratory where they are crushed and
analysed for metal content.
We have decided to accept the recommendation of the geological report
and proceed with this initial geological work program. We will make
a decision whether to proceed with phase two of the staged
exploration program upon completion of this initial geological
work program and an analysis of the results of this first phase
of the exploration program by a qualified geologist.
Should we determine at any time not to proceed to the next phase of
the geological work program, we will use our remaining operating
capital, if any, to obtain an option or options on other mineral
claims. Funds will then be used to conduct mineral exploration
activities on those claims. It is likely we will need further
financing to pay for that exploration.
If we complete both phases of the exploration program and the
results of these efforts are positive, we will still have to
undertake an extensive and additional exploration program which
might consist of further soil sampling, geophysical surveys,
trenching or drilling before we will be able to identify
commercially-viable reserves. The costs of these subsequent
programs will be significantly more than the costs set forth
above for the initial two phase exploration program.
Mr. Timmins recommended that the second phase of the exploration
program consist of Diamond drilling, core logging and assay
sampling Additional geological mapping, and additional
geophysical surveying This second phase of the geological work
program is estimated to require a budget of $145,000.
PHASE 2
Diamond Drilling 1200 Metres HQ @ $100/metre $120,000
Geological Mapping $ 5,000
Geophysical Surveying $ 20,000
Grand Total Phase 1 and Phase 2 $170,000
(Phase 2 is contingent upon reasonable encouragement having been
gained from the results of the previous exploration program.)
Drilling involves extracting a long cylinder of rock from the
ground to determine amounts of metals contain in rock located at
different depths. Pieces of the rock obtained, known as drill
core, are analysed for mineral content.
Competition
The mineral industry is intensely competitive in all its phases.
We will compete with many companies possessing greater financial
resources and technical facilities than us for the acquisition of
mineral concessions, claims, leases and other mineral interests
as well as for the recruitment and retention of qualified
employees.
We must overcome significant barriers to enter into the business
of mineral exploration as a result of our limited operating
history. There can be no assurance that Hudson Ventures will be
able to compete effectively with current or
future competitors or that the competitive pressures faced by us
will not have a material adverse effect on our business,
financial condition and operating results.
Qualifications of William Timmins P.Eng.
Mr. Timmins is a consulting geologist, with offices at 405-455 Granville St.
Vancouver, British Columbia, Canada.
Mr.Timmins has been practicing his profession for the past 38
years, having been engaged in the evaluation, exploration and the
development of mineral properties through out Canada, the United
States, Central and South America, Australia and New Zealand.
Mr. Timmins has been a Professional Engineer registered with the
province of British Columbia since 1969.
Compliance with Government Regulation
We will commence business in the Yukon Territory when we commence
the first phase of our planned exploration program. We will be
required to register as an extra-provincial company under the
Company Act prior to conducting business in the Yukon Territory.
The anticipated cost of the extra-provincial registration is
approximately $500. We have not as yet registered as an extra-
provincial company under the Company Act of the Yukon Territory,
but will do so sometime prior to commencing our exploration
program.
We will be required to conduct all mineral exploration activities
in accordance with the Yukon Courts Mining Act, an Act of
Parliament of 1921. We will be required to obtain work permits
from the Ministry of Energy, Mines and Resources for any
exploration work that results in a physical disturbance to the
land. We will be required to obtain additional work permits if
we proceed with the second phase of our exploration program.
There is no charge to obtain a work permit under the Mining Act.
We will incur the expense of our consulting geologist to prepare
the required submission to the Ministry of
Energy Mines and Resources. As the exploration program proceeds
to the trenching, drilling and bulk-sampling stages, we may be
required to post small bonds and file statements of work with the
Ministry of Energy Mines and Resources. We will be required by
the Environmental Regulations Act and Inland Water Act to
undertake remediation work on any work that results in physical
disturbance to the land. The cost of remediation work will vary
according to the degree of physical disturbance.
As mentioned above we will have to sustain the cost of
reclamation and environmental mediation for all exploration and
other work undertaken. The costs of complying with environmental
regulations will likely be less than $1,000 through phase two on
each property. Because these costs are nominal, We have not
budgeted for regulatory compliance costs in the proposed
exploration programs recommended by the geological reports.
The amount of these costs is not known at this time as we do not
know the extent of the exploration program that will be
undertaken beyond completion of the recommended exploration
program. Because there is presently no information on the size,
tenor, or quality of any resource or reserve at this time, it is
impossible to assess the impact of any capital expenditures on
earnings or our
competitive position.
An environmental review is not required under the Environmental
Regulations Act and Inland Water act to proceed with the
recommended exploration program on our mineral claims.
Employees
We have no employees as of the date of this prospectus other than our
three Directors. All directors are part time employees, with Mr.
Bekropoulos and Mr. Taneda contributing their time on an as
needed basis and Mr. Upton spending 25% of his time managing the
company.
Research and Development Expenditures
We have not incurred any exploration expenditures to date. We have
not incurred any other research or development expenditures since our
incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or
trademarks.
Plan Of Operations, Wheaton River Property
Our current business plan is to conduct exploration sufficient to
determine whether there is reason to begin an extensive and
costly exploration program. This constitutes phase one of the
exploration program recommended by the geological report. We
anticipate that phase one of the recommended geological
exploration program will cost approximately $15,000 on the
Wheaton River Property.
Specifically, we anticipate spending the following over the next
six months:
* $8,000 on professional fees, including professional fees payable in
connection with the filing of this registration statement;
* $15,000 on exploration expenses, consisting of $15,000 for the first
phase of the exploration program on the Wheaton River Property, as
recommended by Mr. William Timmins, the author of the geological report
on the Wheaton River Property;
Total expenditures over the next six months are therefore
expected to be approximately $23,000.
We are able to proceed with phase one of the exploration program
on the Wheaton River Property without additional financing.
Completion of these exploration expenditures will also enable us
to meet the exploration expenditure requirement under the option
agreement for the period through December 31, 2002.
We plan on proceeding with phase one of the exploration program
on the Wheaton River Property, as soon as we can obtain the
necessary permits and clearances. We anticipate proceeding with
phase two of the exploration program in the spring of 2003. We
will obtain a geological report upon the completion of each phase
summarizing the results of that phase. The costs of the
geological reports are included in the cost of the exploration
program. We have sufficient cash on hand in order to complete
the first phase work program on the property.
We will assess whether to proceed to phase two of the recommended
geological exploration program upon completion of an assessment
of the results of phase one of the geological exploration
program. We will require additional funding in the event that we
decide to proceed with phase two of the exploration program. The
anticipated cost of phase two of the exploration program is
$180,000, which is well beyond our projected cash reserves.
Unless we raise and spend $180,000 on the Wheaton River Property
by December 31, 2003, we will lose our interest in the property.
We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock.
However, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our
common stock to fund both phases of the exploration program. We
believe that debt financing will not be an alternative for
funding the complete exploration program. We do not have any
arrangements in place for any future equity financing.
Our cash reserves are not sufficient to meet our obligations for
the next twelve-month period. As a result, we will need to seek
additional funding in the near future. We currently do not have
a specific plan of how we will obtain such funding; however, we
anticipate that additional funding will be in the form of equity
financing from the sale of our common stock. We may also seek to
arrange a short-term loan through our President, although no such
arrangement has, as yet, been made. At this time, we cannot
provide investors with any assurance that we will be able to
raise sufficient funding from the sale of our common stock or
through a loan from our President to meet our obligations over
the next twelve months. We do not have any arrangements in place
for any future equity financing.
If we do not complete the exploration expenditures required
under the option agreement for the Wheaton River Property, then
our option in will terminate and we will lose all our rights and
interest in the Wheaton River Property. If we do not secure
additional financing to incur the required exploration
expenditures, we may consider bringing in a joint venture partner
to provide the required funding. We have not undertaken any
efforts to locate a joint venture partner. In addition, we
cannot provide investors with any assurance that we will be able
to locate a joint venture partner who will assist us in funding
the exploration of the Wheaton River Property. We may also
pursue acquiring interests in alternate mineral properties in the
future.
Plan Of Operations, McConnell River Property
Our current business plan is to conduct exploration sufficient to
determine whether there is reason to begin an extensive and
costly exploration program. This constitutes phase one of the
exploration program recommended by the geological report. We
anticipate that phase one of the recommended geological
exploration program will cost approximately $25,000 on the
McConnell River Property.
* $25,000 on exploration expenses, consisting of $25,000 for the
first phase of the exploration program on the Wheaton River
Property, as recommended by Mr. William Timmins, the author of the
geological report on the McConnell River Property;
We are not able to proceed with phase one of the exploration
program on the McConnell River Property without additional
financing.
Completion of these exploration expenditures will also enable us
to meet the exploration expenditure requirement under the option
agreement for the period through June 30, 2003.
We plan on proceeding with phase one of the exploration program
on the McConnell River Property, in the late spring of 2003. We
anticipate proceeding with phase two of the exploration program
in the fall of 2003. We will obtain a geological report upon the
completion of each phase summarizing the results of that phase.
The costs of the geological reports are included in the cost of
the exploration program.
We will assess whether to proceed to phase two of the recommended
geological exploration program upon completion of an assessment
of the results of phase one of the geological exploration
program. We will require additional funding in the event that we
decide to proceed with phase two of the exploration program. The
anticipated cost of phase two of the exploration program is
$145,000, which is well beyond our projected cash reserves. If we
are unable to raise sufficient funds in order to conduct the
recommended second phase exploration program, we may complete
this phase in various stages.
We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock.
However, we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our
common stock to fund all two phases of the exploration program.
We believe that debt financing will not be an alternative for
funding the complete exploration program. We do not have any
arrangements in place for any future equity financing.
Our cash reserves are not sufficient to meet our obligations for
the next twelve-month period. As a result, we will need to seek
additional funding in the near future. We currently do not have
a specific plan of how we will obtain such funding; however, we
anticipate that additional funding will be in the form of equity
financing from the sale of our common stock. We may also seek to
arrange a short-term loan through our President, although no such
arrangement has, as yet, been made. At this time, we cannot
provide investors with any assurance that we will be able to
raise sufficient funding from the sale of our common stock or
through a loan from our President to meet our obligations over
the next twelve months. We do not have any arrangements in place
for any future equity financing.
If we do not complete the cash payments or the exploration
expenditures required under the option agreement for the
McConnell River Property, then our option in will terminate and
we will lose all our rights and interest in the McConnell River
Property. If we do not secure additional financing to incur the
required exploration expenditures, we may consider bringing in a
joint venture partner to provide the required funding. We have
not undertaken any efforts to locate a joint venture partner. In
addition, we cannot provide
investors with any assurance that we will be able to locate a
joint venture partner who will assist us in funding the
exploration of the McConnell River Property. We may also pursue
acquiring interests in alternate mineral properties in the
future.
Item 17: Results Of Operations For Period Ending July 31, 2002
We did not earn any revenues during the period ending July 31,
2002. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover
commercially exploitable levels of mineral deposits on our
properties, or if such mineral deposits are discovered, that we
will enter into commercial production of our mineral properties.
We incurred operating expenses in the amount of $25,419.00 for
the
period from inception to July 31, 2002. These operating expenses
were comprised primarily of professional fees attributable to our
corporate organization, the preparation and filing of this
registration statement, administrative services and the acquisition
of our options to acquire the Wheaton River and McConnell River
Properties.
We have not attained profitable operations and are dependent upon
obtaining financing to pursue exploration activities. For these
reasons our auditors stated in their report that they have
substantial doubt Hudson Ventures Inc. will be able to continue as
a going concern.
Item 18: Description Of Properties
Our executive offices are located at 444 East Columbia Street,
New Westminster, British Columbia. Mr. Dana Upton, our
president, provides this office space to us free of charge.
We own two options to acquire a 90% interest in the Wheaton River
and McConnell River Properties, as described in detail in this
Prospectus under the heading Wheaton River Property Option
Agreement and McConnell River Option Agreement. We do not own or
lease any property other than our options to acquire an interest
in the Wheaton River Property and the McConnell River Property.
The Wheaton River Property comprises nine claims in the
Whitehorse Mining District of the Yukon Territory, Canada. The
McConnell River Property comprises of four claims and Mr. Glen
Macdonald is the registered owner of both the claims. The claims
expire on August 19, 2003 and June 17, 2003.
There are no mines or physical equipment or property located on
the mineral claims. There is no source of power to the mineral
claims.
Item 19: Certain Relationships And Related Transactions
None of the following parties has, since our date of incorporation,
had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will
materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Any of our promoters;
* Any relative or spouse of any of the foregoing persons who has the
same house address as such person.
Item 20: Market For Common Equity And Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We
anticipate applying for trading of our common stock on the over the
counter bulletin board upon the effectiveness of the registration
statement of which this prospectus forms a part. However, we can
provide no assurance that our shares will be traded on the bulletin
board or, if traded, that a public market will materialize.
Stockholders of Our Common Shares
As of the date of this registration statement, we had forty (40)
registered shareholders.
Rule 144 Shares
A total of 1,500,000 shares of our common stock will be available for
resale to the public after December 10, 2002 in accordance with the
volume and trading limitations of Rule 144 of the Act. In general,
under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is
entitled to sell within any three month period a number of shares
that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then
outstanding which, in our case, will equal approximately 30,870
Shares as of the date of this prospectus; or
2. the average weekly trading volume of the company's common stock
during the four calendar weeks preceding the filing of a notice on
form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions
and notice requirements and to the availability of current public
information about the company.
Under Rule 144(k), a person who is not one of the company's
affiliates at any time during the three months preceding a sale, and
who has beneficially owned the shares proposed to be sold for at
least two years, is entitled to sell shares without complying
with the manner of sale, public information, volume limitation or
notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates
hold all of the 1,500,000 shares that may be sold pursuant to Rule
144 after December 10, 2002.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders
or to any other persons.
Dividends
There are no restrictions in our articles of incorporation or bylaws
that prevent us from declaring dividends. The Nevada Revised
Statutes, however, do prohibit us from declaring dividends where,
after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the
usual course of business; or
2. our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the
rights of shareholders who have preferential rights superior to
those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any
dividends in the foreseeable future.
Item 21: Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or
paid to our executive officers by any person for all services
rendered in all capacities to us for the fiscal period ended July
31, 2002.
Annual Compensation
Other Restricted Options
Annual Stock * SARs Other
Name Title Year Mgmt. Bonus Comp. Awarded #) ($)
Comp. Fees
_______
Dana Pres., 2001 $3400 0 0 0 0 0
Upton Sec., 2002
Tre.&
Dir.
Nikolaos
Bekropoulos Dir., 2001 $0 0 0 0 0 0
2002
Philip
Taneda Dir., 2002 $ 700 0 0 0 0 0
Stock Option Grants
We did not grant any stock options to the executive officers during
our most recent fiscal year which ends December 31, 2002.
Consulting and or Management Agreements
We do not have an employment contract or consulting agreement
with Mr. Upton. However, we have paid Mr. Upton the amount of
$3,400 in management fees since inception.
We do not have any employment or consulting agreement with Mr.
Bekropoulos and we do not pay Mr. Bekropoulos any amount for
acting as a director.
We do not have any employment or consulting agreement with Mr.
Taneda, however, we have paid Mr. Taneda the amount of $700 for
travel and minimal expenses during the term of his directorship.
Item 22: Financial Statements
Index to Financial Statements:
1. Auditors' Report;
2. Audited Financial Statements for the period ending July 31,2002
including:
a. Balance Sheet
b. Statement of Loss and Deficit
c. Statement of Cash Flows
d. Statement of Stockholders' Equity
e. Notes to Financial Statements
HUDSON VENTURES INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
JULY 31, 2002
(Stated in U.S. Dollars)
AUDITORS' REPORT
To the Directors
Hudson Ventures Inc.
(An Exploration Stage Company)
We have audited the balance sheet of Hudson Ventures Inc. (an
exploration stage company) as at July 31, 2002 and the statements
of loss and deficit accumulated during the exploration stage,
cash flows, and stockholders' equity for the period from November
30, 2001 (date of inception) to July 31, 2002. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with United States generally
accepted auditing standards. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at
July 31, 2002 and the results of its operations and cash flows
for the period from November 30, 2001 (date of inception) to July
31, 2002 in accordance with United States generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 1(c) to the financial statements, the Company incurred a net
loss of $25,419 since inception, has not attained profitable
operations and is dependent upon obtaining adequate financing to
fulfil its exploration activities. These factors raise
substantial doubt that the Company will be able to continue as a
going concern. Management's plans in regard to these matters are
also discussed in Note 1(c). The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Vancouver, BC
"Morgan & Company"
August 9,2002
Chartered Accounts
HUDSON VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEET
JULY 31, 2002
(Stated in U.S. Dollars)
ASSETS
Current
Cash $ 28,181
Prepaid expenses 2,500
30,681
Mineral Property Interest (Note 3) -
$ 30,681
LIABILITIES
Current
Accounts payable and accrued liabilities $ 1,000
SHAREHOLDERS' EQUITY
Share Capital
Authorized:
100,000,000 common shares, par value $0.001 per share
10,000,000 preferred shares, par value $0.001 per
share
Issued and outstanding:
3,087,000 common shares 3,087
Additional paid-in capital 52,013
Deficit Accumulated During The Exploration Stage (25,419)
29,681
$ 30,681
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
PERIOD FROM DATE OF INCEPTION, NOVEMBER 30, 2001, TO JULY 31,
2002
(Stated in U.S. Dollars)
Expenses
Consulting fees $ 8,000
Office and sundry 119
Professional fees 3,200
Management fees 4,100
Mineral property option payments 10,000
Net Loss For The Period 25,419
Deficit Accumulated During The Exploration Stage, -
Beginning Of Period
Deficit Accumulated During The Exploration Stage, $ 25,419
End Of Period
Loss Per Share $ (0.01)
Weighted Average Number Of Shares Outstanding 2,568,392
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
PERIOD FROM DATE OF INCEPTION, NOVEMBER 30, 2001, TO JULY 31, 2002
(Stated in U.S. Dollars)
Cash Flows From Operating Activities
Net loss for the period $ (25,419)
Adjustments To Reconcile Net Loss To Net Cash Used By
Operating Activities
Prepaid expenses (2,500)
Accounts payable and accrued liabilities 1,000
(26,919)
Cash Flows From Financing Activity
Share capital issued 55,100
Increase In Cash 28,181
Cash, Beginning Of Period -
Cash, End Of Period $ 28,181
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
JULY 31, 2002
(Stated in U.S. Dollars)
COMMON STOCK
ADDITIONAL
SHARES AMOUNT PAID-IN DEFICIT TOTAL
CAPITAL
Opening balance,
November 30, 2001 - $- $ - $ - $ -
December 2001 -
Shares issued for 1500000 1,500 - - 1,500
cash at $0.001
January 2002 - Shares
issued for cash at 1510000 1,510 13,590 - 15,100
$0.01
July 2002 - Shares
issued for cash at 77,000 77 38,423 - 38,500
$0.50
Net loss for the - - - (25,419) (25,410)
period
Balance, July 31, 3,087,000 $3,087 $ 52,013 $ (25,419) $ 29,681
2002
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2002
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A.,
on November 30, 2001. The Company's intended year end is
July 31, 2002.
b) Exploration Stage Activities
The Company has been in the exploration stage since its
formation and has not yet realized any revenues from its
planned operations. It is primarily engaged in the
acquisition and exploration of mining properties. Upon
location of a commercial minable reserve, the Company
expects to actively prepare the site for its extraction and
enter a development stage.
c)Going Concern
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern.
As shown in the accompanying financial statements, the
Company has incurred a net loss of $25,419 for the period
from November 30, 2001 (inception) to July 31, 2002, and has
no sales. The future of the Company is dependent upon its
ability to obtain financing and upon future profitable
operations from the development of its 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 of and classification of
liabilities that might be necessary in the event the Company
cannot continue in existence.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in
the United States. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using
careful judgement.
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2002
(Stated in U.S. Dollars)
2.SIGNIFICANT ACCOUNTING POLICIES (Continued)
a)Mineral Property Option Payments and Exploration Costs
The Company expenses all costs related to the maintenance
and exploration of mineral claims in which it has secured
exploration rights prior to establishment of proven and
probable reserves. To date, the Company has not established
the commercial feasibility of its exploration prospects,
therefore, all costs are being expensed.
b)Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of
contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues
and expenses for the reporting period. Actual results could
differ from these estimates.
c)Income Taxes
The Company has adopted Statement of Financial Accounting
Standards No. 109 - "Accounting for Income Taxes" (SFAS
109). This standard requires the use of an asset and
liability approach for financial accounting, and reporting
on income taxes. If it is more likely than not that some
portion or all of a deferred tax asset will not realized, a
valuation allowance is recognized.
d)Net Loss Per Share
The loss per share is calculated using the weighted average
number of common shares outstanding during the year.
Diluted loss per share is not presented, as the impact of
the exercise of options is anti-dilutive.
3.MINERAL PROPERTY INTEREST
The Company has entered into two option agreements, dated
January 21, 2002 and January 22, 2002 respectively, to acquire
a 90% interest in a total of thirteen mineral claims located
in the Whitehorse and Watson Lake Mining Districts in Yukon
Territories, Canada
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2002
(Stated in U.S. Dollars)
3.MINERAL PROPERTY INTEREST (Continued)
In order to earn its interests, the Company made cash payments
totalling $10,000 on signing and must incur exploration
expenditures totalling $220,000 as follows:
Exploration expenditures:
- - $15,000 by December 31, 2002;
- - A further $25,000 by June 30, 2003;
- - A further $180,000 by December 31, 2003.
The properties are subject to a 1% net smelter return royalty.
4. CONTINGENCY
Mineral Property
The Company's mineral property interests have been acquired
pursuant to option agreements. In order to retain its
interest, the Company must satisfy the terms of the option
agreements described in Note 3.
5.RELATED PARTY TRANSACTIONS
During the period ended July 31, 2002, the Company incurred
$4,100 for management services provided by two directors of
the Company.
Item 23: Changes In And Disagreements With Accountants
We have had no changes in or disagreements with our accountants.
Available Information
Currently, we are not required to deliver our annual report to
security holders. However, we will voluntarily send an annual
report, including audited financial statements, to any
shareholder that requests it.
We are filing this registration statement on form SB-2 under the
Securities Act of 1933 with the Securities and Exchange
Commission with respect to the shares of our common stock offered
through this prospectus. This prospectus is filed as a part of
that registration statement and does not contain all of the
information contained in the registration statement and exhibits.
Statements made in this registration statement are summaries of
the material terms of the referenced contracts, agreements or
documents of the company and are not necessarily complete. We
refer you to our registration statement and each exhibit attached
to it for a more detailed description of matters involving the
company, and the statements we have made in this prospectus are
qualified in their entirety by reference to these additional
materials.
You may inspect the registration statement, exhibits and
schedules filed with the Securities and Exchange Commission at
the Commission's principal office in Washington, D.C. Copies of
all or any part of the registration statement may be obtained
from the Public Reference Room of the Securities and Exchange
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. The
Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and
information regarding registrants that file electronically with
the Commission. Our registration statement and the referenced
exhibits can also be found on this site.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 24: Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the
Nevada Revised Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or
its shareholders for monetary liabilities applies automatically
unless it is specifically limited by a company's articles of
incorporation that is not the case with our articles of
incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable
cause to believe that his or her conduct was lawful or no
reasonable cause to believe that his or her conduct was
unlawful);
(3) a transaction from which the director derived an improper
personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and
officers to the fullest extent not prohibited by Nevada law;
provided, however, that we may modify the extent of such
indemnification by individual contracts with our directors and
officers; and, provided, further, that we shall not be required
to indemnify any director or officer in connection with any
proceeding (or part thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the
bylaws.
Our bylaws provide that we will advance to any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact
that he is or was a director or officer, of the company, or is or
was serving at the request of the company as a director or
executive officer of another company, partnership, joint venture,
trust or other enterprise, prior to the final disposition of the
proceeding, promptly following request therefore, all expenses
incurred by any director or officer in connection with such proceeding
upon receipt of an undertaking by or on behalf of such person to repay
said amounts if it should be determined ultimately that such
person is not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws provide that no advance shall be made by us to an
officer of the company, except by reason of the fact that such
officer is or was a director of the company in which event this
paragraph shall not apply, in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made: (a) by the board
of directors by a majority vote of a quorum consisting of
directors who were not parties to the proceeding, or (b) if such
quorum is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts
known to the decision-making party at the time such determination
is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not
believe to be in or not opposed to the best interests of the
company.
Item 25: Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 73.00
Federal Taxes $ NIL
State Taxes and Fees $ NIL
Transfer Agent Fees $600.00
Accounting fees and expenses $3,200.00
Legal fees and expenses $8,000.00
Blue Sky fees and expenses $ NIL
Miscellaneous $ NIL
-----
- -----
Total $11,873.00
All amounts are estimates other than the Commission's
registration fee.
We are paying all expenses of the offering listed above. No
portion of these expenses will be borne by the selling
shareholders. The selling shareholders, however, will pay any
other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item 26: Recent Sales Of Unregistered Securities
We issued 1,500,000 shares of common stock on December 10, 2001
to Mr. Dana Upton our president, secretary and treasurer and Mr.
Nikolaos Bekropoulos our director. Mr. Upton and Mr. Bekropoulos
acquired 1,500,000 shares at a price of $0.001 per share for
total proceeds to us of $1,500.00. These shares were issued
pursuant toSection 4(2) of the Securities Act of 1933 (the
"Securities Act") and are restricted shares as defined in the
Securities Act.
We initiated an offering of 1,800,000 shares of our common stock
at a price of $0.01 of which 1,510,000 shares were subscribed for
to a total of 12 purchasers. The total amount received from this
offering was $15,100.00. All shares subscribed for were sold
pursuant to Regulation S of the Securities Act of 1933.
Appropriate legends will affixed when shares are issued to each
purchaser in accordance with Regulation S.
We initiated an offering of 100,000 shares of our common stock at
a price of $0.50 per share to a total of 26 purchasers. The total
amount received from this offering was $38,500.00. All shares
subscribed for were sold pursuant to Regulation S of the
Securities Act of 1933. Appropriate legends will be affixed when
shares are issued to each purchaser in accordance with Regulation
S.
With respect to each of these two offerings, each purchaser
represented to us that he or she was a non-US person as defined
in Regulation S. We did not engage in a distribution of this
offering in the United States. Each purchaser represented his or
her intention to acquire the securities for investment only and
not with a view toward distribution. Appropriate legends will be
affixed to the stock certificates when issued to each purchaser
in accordance with Regulation S.
Each investor was given adequate access to sufficient information
about us to make an informed investment decision. None of the
securities were sold through an underwriter and accordingly,
there were no underwriting discounts or commissions involved. No
registration rights were granted to any of the purchasers.
Item 27: Exhibits
Number Description
3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Legal opinion of Arthur J. Frost, Attorney at
Law, with consent to use
10.1 Option Agreement dated January 21, 2002*
10.2 Option Agreement dated January 22, 2002*
23.1 Consent of Morgan & Company, Chartered
Accountants
99.1 Subscription Agreements*
99.2 Disclosure Statement*
* previously filed with the Form SB-2 on August 29. 2002.
Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3)of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement, or
most recent post-effective amendment, which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
and
(c) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which
remain unsold at the termination of the offering.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the provisions above, or
otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities, other than the payment by us of expenses incurred or
paid by one of our directors, officers, or controlling persons in
the successful defense of any action, suit or proceeding, is
asserted by one of our directors, officers, or controlling person
sin connection with the securities being registered, we will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act, and we will be
governed by the final adjudication of such issue.
Signatures
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, in the City of Vancouver, Province
of British Columbia on October 25, 2002.
HUDSON VENTURES, INC.
By:/s/ Dana Upton
-------------------------
Dana Upton, President
Power of Attorney
ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Dana Upton, his true and
lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this registration statement, and to
file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and
about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any one of them, or
their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this registration statement was signed by the following
persons in the capacities and on the dates stated.
In accordance with the requirements of the Securities Act of
1933, this registration statement was signed by the following
persons in the capacities and on the dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/S/ Dana Upton President, Secretary October 25, 2002
- ---------------------- Treasurer and director
Dana Upton
/s/ Nikolaos Bekropoulos Director October 25, 2002
- ----------------------
Nikolaos Bekropoulos
/s/ Phillip Stanley Taneda Director October 25, 2002
- ----------------------
Phillip Stanley Taneda
EXHIBIT 5.1
July 23, 2002
Hudson Ventures Inc.
444 East Columbia Street
New Westminster, British Columbia, Canada
Attention: Dana Neill Upton, President
Re: Hudson Ventures Inc.'s Registration Statement on Form SB-2
Ladies and Gentlemen:
I have acted as independent counsel for Hudson Ventures Inc., a
Nevada corporation (the "Company"), in connection with the
Company's registration statement on Form SB-2 (the"Registration
Statement")to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Act"), relating to the offering of certain
shares of the Company's common stock.
In rendering the opinion set forth below, I have reviewed: (a)
the Registration Statement and the exhibits attached thereto; (b)
the Company's Articles of Incorporation; (c) the Company's
Bylaws; (d) certain records of the Company's corporate
proceedings as reflected in its minute books; and (e) such
statutes, records and other documents as I have deemed relevant.
In my examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to myself
as originals, and conformity with the originals of all documents
submitted to myself as copies thereof. In addition, I have made
such other examinations of law and fact as I have deemed relevant
in order to form a basis for the opinion hereinafter expressed.
Based upon the foregoing, I am of the opinion that the common
stock to be sold by the selling shareholders is validly issued,
fully paid and nonassessable. This opinion is based on Nevada
general corporate law.
Very truly yours,
/S/ ARTHUR J. FROST
Arthur J Frost, Attorney at Law
Hudson Ventures Inc.
July 23, 2001
Page 2
I hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to all references to myself under the
caption "Interests of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
/S/ ARTHUR J. FROST
Arthur J. Frost , Attorney at Law
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the use in the amended Registration Statement of
Hudson Ventures Inc. on Form SB-2 of our Auditors' Report, dated
August 9, 2002, on the balance sheet of Hudson Ventures Inc. as
at July 31, 2002, and the related statement of loss and deficit
accumulated during the exploration stage, statement of cash flows
and statement of stockholders' equity for the period from
inception on November 30, 2001 to July 31, 2002.
In addition, we consent to the reference to us under the heading
"Interests Of Named Experts And Counsel" in the Registration
Statement.
Vancouver, Canada "Morgan & Company"
October 25, 2002 Chartered Accountants