U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2/A
Amendment No. 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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 January 24, 2003
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 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 Date Of This Prospectus Is: January 24,2003
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.
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
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 commerciallyviable mineralization
of gold and/or silver.
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 July 31, 2002 to October 31, 2002
Balance Sheet data
Cash $25,938
Total Assets $28,438
Liabilities $ 2,410
Total Shareholders
Equity $26,028
Statement of Loss and Deficit
From incorporation on November
30, 2001 to fiscal year end
October 31,2002
Revenue $0
Net loss $29,072
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 October 31, 2002, we had cash in the amount of $25,938.00. 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 commerciallyviable
mineralization 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 Risks 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 and only a
very few exploration projects actually become producing mines. 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 October 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 and therefore we may loose our interest in our
optioned mineral properties. Our optioned mineral 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, with
the exception of our president who has extensive experience in the
mining and exploration industry, but has not practiced in this industry
for almost ten years. As a result of this inexperience and hiatus from
the mining and exploration industry, there is a higher risk of our
being unable to complete our business plan in the exploration and
exploitation of our optioned mineral properties.
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 Use
Of Proceeds
We will not receive any proceeds from the sale of the common stock
offered through this prospectus by the selling shareholders.
Determination Of Offering Price
The 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.
Dilution
The common stock to be sold by the selling shareholders is common stock
that is currently issued and outstanding. Accordingly, there will be
no dilution to our existing shareholders.
Selling Shareholders
The selling shareholders named in this prospectus are offering all of
the 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. None of our selling share holders are broker-dealers or have any
affiliation with any broker dealers.
The following table provides as of October 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 31, 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.
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 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.
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.
Directors, Executive Officers, Promoters And Control Persons
Our executive officers and directors and their respective ages as of
October 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 and for the last three years, Mr. Upton is a partner in
Skyward Marking Systems of Richmond British Columbia, Canada, a
company that provides sales, service and installation of bar coding
equipment for various industries. 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 his time on an as needed basis 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 October 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.
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
October 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,
Director, and Principal Accounting
Officer
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 October 31, 2002.
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 October 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
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.
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.
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.
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) performing all 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 II 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 Inc. 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.
Results Of Operations For Period Ending October31,October, 2002
We did not earn any revenues during the period endingOctober 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 October31, 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.
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.
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.
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.
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 October
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.
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
JULY
TOTAL
$ -
JULY 31, 2002
(Stated in U.S. Dollars)
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, B.C. "Morgan & Company"
August 9, 2002 Chartered Accountants
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
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 (25,41
9)
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 (Note 3) 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 2,568,3
92
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 $ (25,41
9)
Adjustments To Reconcile Net Loss To Net Cash Used By
Operating Activities
Prepaid expenses (2,500
)
Accounts payable and accrued liabilities 1,000
(26,91
9)
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
ADDITIO
NAL
SHARES AMOUNT PAID-IN DEFICIT TOTAL
CAPITAL
Opening balance,
November 30, 2001 - $- $ - $ - $ -
December 2001 -
Shares issued for 1,500,00 1,500 - - 1,500
cash at $0.001 0
January 2002 - Shares
issued for cash at 1,510,00 1,510 13,590 - 15,100
$0.01 0
July 2002 - Shares
issued for cash at 77,000 77 38,423 - 38,500
$0.50
Net loss for the - - - (25,41 (25,41
period 9) 9)
Balance, July 31, 3,087,00 $3,087 $ 52,013 $ (25,41 $ 29,681
2002 0 9)
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.
HUDSON VENTURES INC.
(An Exploration Stage Company)
UNAUDITED INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Stated in U.S. Dollars)
HUDSON VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
OCTOBER JULY 31
31
2002 2002
ASSETS
Current
Cash $ 25,938 $ 28,181
Prepaid expenses 2,500 2,500
$ 28,438 $ 30,681
LIABILITIES
Current
Accounts payable and accrued liabilities $ 2,410 $ 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 3,087
Additional paid-in capital 52,013 52,013
Deficit Accumulated During The Exploration (29,07 (25,41
Stage 2) 9)
26,028 29,681
$ 28,438 $ 30,681
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
(Unaudited)
(Stated in U.S. Dollars)
PERIOD
FROM
DATE OF
THREE INCEPTION
MONTHS NOVEMBER
30
ENDED 2001 TO
OCTOBER OCTOBER
31 31
2002 2002
Expenses
Consulting fees $ 2,000 $ 10,000
Office and sundry 378 497
Professional fees 1,275 4,475
Management fees - 4,100
Mineral property option payments (Note 4) - 10,000
Net Loss For The Period 3,653 29,072
Deficit Accumulated During The Exploration
Stage, Beginning Of Period 25,419 -
Deficit Accumulated During The Exploration
Stage, End Of Period $ 29,072 $ 29,072
Loss Per Share $ (0.01) $ (0.01)
Weighted Average Number Of Shares 3,087,0 2,748,1
Outstanding 00 45
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
PERIOD
FROM
DATE OF
THREE INCEPTION
MONTHS NOVEMBER
30
ENDED 2001 TO
OCTOBER OCTOBER
31 31
2002 2002
Cash Flows From Operating Activities
Net loss for the period $(3,653 $(29,072
) )
Adjustments To Reconcile Net Loss To Net
Cash Used By Operating Activities
Prepaid expenses - (2,500)
Accounts payable and accrued liabilities 1,410 2,410
(2,243 (29,162
) )
Cash Flows From Financing Activity
Share capital issued - 55,100
Increase (Decrease) In Cash (2,243 25,938
)
Cash, Beginning Of Period 28,181 -
Cash, End Of Period $25,938 $25,938
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
COMMON STOCK
ADDITIO
NAL
SHARES AMOUNT PAID-IN DEFICIT TOTAL
CAPITAL
Opening balance,
November 30, 2001 - $- $ - $ - $ -
December 2001 -
Shares issued for 1,500,00 1,500 - - 1,500
cash at $0.001 0
January 2002 - Shares
issued for cash at 1,510,00 1,510 13,590 - 15,100
$0.01 0
July 2002 - Shares
issued for cash at 77,000 77 38,423 - 38,500
$0.50
Net loss for the - - - (25,41 (25,41
period 9) 9)
Balance, July 31, 3,087,00 3,087 52,013 (25,41 29,681
2002 0 9)
Net loss for the - - - (3,653 (3,653
period ) )
Balance, October 3,087,00 $3,087 $ 52,013 $ (29,07 $ 26,028
31, 2002 0 2)
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
1.BASIS OF PRESENTATION
The unaudited interim financial statements as of October 31, 2002
included herein have been prepared without audit pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with United States
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. It
is suggested that these financial statements be read in conjunction
with the July 31, 2002 audited financial statements and notes
thereto.
2. NATURE OF OPERATIONS
c) Organization
The Company was incorporated in the State of Nevada, U.S.A., on
November 30, 2001.
d) 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 $29,072 for the period from November 30,
2001 (inception) to October 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.
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
3.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:
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)Loss Per Share
Loss per share is based on the weighted average number of common
shares outstanding during the period plus common share
equivalents, such as options, warrants and certain convertible
securities. This method requires primary earnings per share to be
computed as if the common share equivalents were exercised at the
beginning of the period or at the date of issue and as if the
funds obtained thereby were used to purchase common shares of the
Company at its average market value during the period.
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2002
(Unaudited)
(Stated in U.S. Dollars)
4.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.
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.
5. 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.
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 to Section 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.
Exhibits
Exhibit
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
Secretary, Treasurer,and
Principal Accounting Officer
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 January 24,2003
- ---------------------- Treasurer and director
Dana Upton
/s/ Nikolaos Bekropoulos Director January 24,2003
- ----------------------
Nikolaos Bekropoulos
/s/ Phillip Stanley Taneda Director January 24, 2003
- ----------------------
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