SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3 TO
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HUDSON VENTURES INC.
(Exact Name of Small Business Issuer in its Charter)
Nevada 1040 86-1066675
(State of (Primary Standard (IRS Employer ID
Incorporation) Classification Code) No.)
444 EAST COLUMBIA STREET
NEW WESTMINSTER,
BRITISH COLUMBIA, CANADA
(604) 506-8301
(Address and Telephone Number of Registrant's Principal
Executive Offices and Principal Place of Business)
Nevada Agency and Trust
50 Liberty Street, Suite 880
Reno Nevada, USA 89501
(561) 981-8210
(Name, Address and Telephone Number of Agent for Service)
Copies of communications to:
JOSEPH I. EMAS
1224 WASHINGTON AVENUE
MIAMI BEACH, FLORIDA 33139
TELEPHONE NO.: (305) 531-1174
FACSIMILE NO.: (305) 531-1274
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. | X |
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. |__|
1
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)(3)
- ----------------------------------------------------------------------
- --
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.
(3) $73.00 was previously paid.
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.
2
SUBJECT TO COMPLETION, Dated June ____, 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: June ___, 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.
3
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
4
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
5
Prospectus Summary
Please note that throughout this prospectus, the words "we", "our" or
"us" refers to Hudson Ventures, Inc. and not to the selling
stockholders.
Hudson Ventures Inc.
We intend to commence business operations in the mineral property
exploration sector. To date, we have not conducted any exploration
activities. We have entered into two mineral property option
agreements whereby we may acquire a 90% interest in a total of 13
mineral claims located in the Whitehorse and Watson Lake Mining
Districts, Yukon Territory, Canada. We refer to these mineral claims
respectively as the Wheaton River Property and the McConnell River
Property. These options are exercisable by us completing aggregate
exploration expenditures of $195,000 on the Wheaton River Property by
December 31, 2003 and $25,000 on the McConnell River Property by June
30, 2003. To date, we have not entered the exploration phase of our
business plan. Our corporate activities to date have mainly been of an
organizational nature including the acquisition of our two options and
the preparatory work in conjunction with filing this registration
statement.
Our objective is to conduct mineral exploration activities on the
Wheaton River Property and the McConnell River Property in order to
assess whether these claims possess commercially viable mineralization
of gold and/or silver. 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 our 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 our common stock
offered in this prospectus.
Termination of the Offering The offering will conclude when all of
the 1,587,000 shares of our 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 our 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 our common stock by the selling
shareholders.
6
SUMMARY FINANCIAL DATA
The following is a summary of our financial data contained in this
prospectus. This information reflects our operations for the period
from July 31, 2002 to April 30, 2003 and from inception to April 30,
2003, are derived from, and are qualified by reference to, our
financial statements which have been compiled by Morgan & Company,
independent certified public accountant. The information below should
be read in conjunction with our consolidated financial statements and
notes included in this prospectus. Our historical operating results
are not necessarily indicative of the results of any future period.
Summary Financial information
From July 31, 2002 to April 30, 2003
Balance Sheet data
July 31, 2002 April 30, 2003
Cash $28,181 $23,564
Total Assets $30,681 $23,889
Liabilities $ 1,000 $ 1,000
Total Shareholders Equity $ 22,889 $29,681
Statement of Loss and Deficit from incorporation on November 30, 2001
to April 30, 2003
Revenue $0
Net loss $32,211
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 April 30, 2003, we had cash in the amount of $23,564.00. 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
7
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 totaling $195,000
in order to exercise the option to acquire a 90% interest in the
Wheaton River Property. We must also incur expenditures of $25,000 to
acquire a 90% interest in the McConnell River Property. While our
existing cash reserves are sufficient to enable us to complete phase
one of the geological exploration program recommended on the Wheaton
River Property, we will require substantial additional capital to fund
the continued exploration of our optioned mineral claims and exercise
the options described above. If we do not meet the exploration
expenditures required by the option agreements, we will forfeit our
interest in the Wheaton River Property and the McConnell River
Property and will have no interest in either mineral claim block. We
have no agreements for additional financing and we can provide no
assurance to investors that additional funding will be available to us
on acceptable terms, or at all, to continue operations, to fund new
business opportunities or to execute our business plan. If we lose our
interest in the optioned mineral claims, then there is a substantial
risk that our business will fail.
Because we have not commenced business operations, we face a high risk
of business failure.
We have not begun the initial stages of exploration of our optioned
mineral claims, and thus have no way to evaluate the likelihood that
we will be able to operate our business successfully. We were
incorporated on November 30, 2001 and to date have been involved
primarily in organizational activities and the acquisition of an
interest in the optioned mineral claims. We have not earned any
revenues as of the date of this prospectus. Potential investors should
be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of
the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral
properties that we plan to undertake. These potential problems
include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates.
Prior to completion of our exploration stage, we anticipate that we
will incur increased operating expenses without realizing any
revenues. We therefore expect to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate
significant revenues from the exploration of our optioned mineral
claims and the production of minerals thereon, if any, we will not be
able to earn profits or continue operations.
There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and we can provide investors
with no assurance that we will generate any operating revenues or ever
achieve profitable operations. If we are unsuccessful in addressing
these risks, our business will most likely fail.
Because of the speculative nature of the exploration of mining
properties there is substantial risk that no commercially exploitable
minerals will be found on either of our properties and our business
will fail.
The search for valuable minerals as a business is extremely risky. We
can provide investors with no assurance that the Wheaton River
Property and the McConnell River Property contain commercially viable
8
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 July 31, 2002, indicates
that there are a number of factors that raise substantial doubt about
our ability to continue as a going concern. Such factors identified
in the report are: we are in a net loss position; we have not obtained
profitable operations; and we are dependent upon obtaining adequate
financing. If we are not able to continue as a going concern, it is
likely investors will lose their investments.
Risks Related To Our Market and Strategy
If we do not obtain clear title to the mining properties, our business
may fail.
While we have obtained geological reports with respect to the optioned
mineral properties, this should not be construed as a guarantee of
title. The properties may be subject to prior unregistered agreements
or transfers or native land claims, and title may be affected by
undetected defects 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
9
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
represent approximately 51.60% of the common shares outstanding as of
the date of this prospectus.
10
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 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 NASD 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 June 23, 2003, 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 percentage owned prior to the offering;
3. the total number of shares that are to be offered for each;
4. the total number of shares that will be owned by each upon
completion of the offering; and
5.the percentage owned by each upon completion of the offering.
Name of selling Shares of Percent of Shares of Shares of Percentage
stockholder common Common common common of
Stock Stock stock to Stock Shares
owned owned be owned Owned
prior prior to sold After Upon
to offering offering(2) Completion(0)
offering (1)
IKKEE BATTLE 100,000 2.6% 100,000 0 0
39-9101 FORESTGROVE
BURNABY BC,
CANADA
11
STUART BLAIR 3,000 * 3,000 0 0
212 DEERCROFT
PLACE SE
CALGARY ALBERTA,
CANADA
ROY BUXBAUM 150,000 3.9% 150,000 0 0
1838 SHORE CRESCENT
ABBOTSFORD BC,
CANADA
REY CHATEL 1,000 * 1,000 0 0
3-2035 BOUCHERIE
ROAD
WESTBANK BC
CANADA
DANBY FINANCIAL 500 * 500 0 0
MANAGEMENT CORP.
ROBERT DANVERS
444 E. COLUMBIA
STREET
NEW WESTMINSTER
BC, CANADA
LEIGH ELLIOTT 100,000 2.6% 100,000 0 0
121 DURHAM STREET
NEW WESTMINSTER BC,
CANADA
FARLINE INVESTMENT 150,000 3.9% 150,000 0 0
CORP.
WILLIAM INY
3408 WEST 28TH
AVENUE
VANCOUVER BC
FOX CREEK 3,000 * 3,000 0 0
INVESTMENTS
ROB REUKL
PO BOX 1185
MANITOWADGE
ONTARIO, CANADA
GORDON FULLER 500 * 500 0 0
6-929-42ND AVENUE
CALGARY ALBERTA,
CANADA
VERN GERLITZ 34,000 34,000 0 0
604-734-7TH 1.1%
AVENUE SW
CALGARY ALBERTA,
CANADA
HARVEY GREEN 3,000 * 3,000 0 0
3440 GLENCOE ROAD
ESTBANK BC,
CANADA
12
WAYNE HANSON 500 * 500 0 0
543 EAST COLUMBIA
STREET
NEW WESTMINSTER
BC, CANADA
COLE HENRY 100,000 2.6% 100,000 0 0
122 CEDARWOOD DRIVE
PORT MOODY BC,
CANADA
MIKE IVERSON 500 * 500 0 0
24549-53RD AVENUE
LANGLEY BC, CANADA
SUSAN IVERSON 500 * 500 0 0
24549-53RD AVENUE
LANGLEY BC, CANADA
MICHAEL KERSTER 150,000 3.9% 150,000 0 0
1156 WEST SHORE
DRIVE
MISSISSAUGA ONTARIO,
CANADA
KENNEDY KERSTER 150,000 3.9% 150,000 0 0
704-6TH STREET,
SUITE 6
NEW WESTMINSTER BC,
CANADA
LANCE LARSEN 500 * 500 0 0
254-16 MIDLAKE
BOULEVARD SE
CALGARY, ALBERTA,
CANADA
RYAN LONGE 500 * 500 0 0
3-2935 BOUCHERIE
ROAD
WESTBANK BC,
CANADA
PAMELA LUKOWICH 3,000 * 3,000 0 0
5 HAWKBURG
PLACE NW
CALGARY ALBERTA,
CANADA
JUDY LUKOWICH 3,000 * 3,000 0 0
5 HAWKBURG
PLACE NW
CALGARY ALBERTA
CANADA
LYLE NASH 3,000 * 3,000 0 0
1006-5TH STREET WEST
HIGH RIVER ALBERTA,
CANADA
13
MICHAEL PATTERSON 140,000 3.6% 140,000 0 0
608 BOSWORTH ST
COQUITLAM BC,
CANADA
DON PIDSKALNEY 3,000 * 3,000 0 0
716 BARTLETT DRIVE
PENTICTION BC,
CANADA
LAURA PIDSKALNEY 3,000 * 3,000 0 0
716 BARTLETT DRIVE
PENTICTION BC,
CANADA
JAMES ROMANO 150,000 150,000 0 0
5719 GRANLEY DRIVE 3.9%
WEST VANCOUVER BC,
CANADA
LYNN SEVERTSON 3,000 * 3,000 0 0
195 COVINGTON
CLOSE NE
CALGARY ALBERTA,
CANADA
JILL SHARP 70,000 1.8% 70,000 0 0
13214 KETCH COURT
COQUITLAM BC,
CANADA
EDWARD SYLVAN 150,000 150,000 0 0
208-321 RAILWAY 3.9%
STREET
VANCOUVER BC
CANADA
NOLA TOMPKINS 500 * 500 0 0
4424 MARINE DRIVE
WEST VANCOUVER
BC, CANADA
GEORGE UPTON 500 * 500 0 0
1795 RUFUS DRIVE
NORTH VANCOUVER
BC, CANADA
SARAH UPTON
500 * 500 0 0
1795 RUFUS DRIVE
NORTH VANCOUVER
BC, CANADA
ERNEST ZACHER 3,000 * 3,000 0 0
267 CANTERVILLE
DRIVE SW
CALGARY ALBERTA,
CANADA
14
385321 ALBERTA 3,000 * 3,000 0 0
LTD.
KEITH HAMPTON
2009-39th AVENUE
NE CALGARY
ALBERTA, CANADA
*less than one percent
(1) Based on 3,087,000 shares of common stock issued and
outstanding as of June 23, 2003.
(2) Assumes the sale of all shares registered by each selling
shareholder.
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.
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
15
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 of 1934, as amended.
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 the
Securities Act of 1934, as amended;
16
- 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 Securities and Exchange
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
June 23, 2003 are as follows:
Directors:
Name of Director Age
Director/Officer
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.
17
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, since September of 2002 Mr. Upton is a Director, Secretary
and Treasurer of Manchester Inc. a junior exploration Stage company
and for the last three years, Mr. Upton has been 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, amounting to approximately 5%
of his time as a board member of Hudson.
Mr. Bekropoulos is a restaurateur who has owned and operated Gator's
Sports Bar located in Calgary Alberta, Canada for the past 12 years.
He previously owned four other restaurants and was the manager of the
Calgary Exhibition and Stampede from April 1969 to 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.
18
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
June 23, 2003, and by the officers and directors, individually and as
a group. Except as otherwise indicated, all shares are owned
directly.
Amount of
Name and address beneficial Percent
of beneficial owner* ownership
of class
Dana Neill Upton 750,000 19.3%
President, Secretary, Treasurer,
Director, and Principal Accounting
Officer
444 East Columbia Street
New Westminster, British Columbia
Canada
Nikoloas Bekropoulos 750,000 19.3%
Director
20 Woodfield Green S.W.
Calgary, AB T2W 3T9
Canada
All Officers and Directors 1,500,000 38.6%
as a Group that consists of two people
*Philip Stanley Taneda does not own any common stock.
The percent of class is based on 3,087,000 shares of common stock
issued and outstanding as of June 23, 2003.
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 June 23, 2003, 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
19
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.
Joseph I. Emas, 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 Securities and Exchange
Commission, 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.
20
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.
Subsequently, on December 31, 2002, for $1,000 consideration, the
expiration of the option was extended by mutual consent of the
parties. It provides that we will have exercised the option and
thereby acquired an undivided 90% interest in the Wheaton River
Property when we have:
21
(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, 2003;
(2) a further $180,000 by December 31, 2004.
To date, while we have not incurred any exploration expenditures on
the Wheaton River Property, we commenced exploration activities on the
Wheaton River Property on June 2, 2003. 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. Subsequently, on December 31, 2002, for
$1,000 consideration, the expiration of the option was extended by
mutual consent of the parties. 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, 2004.
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,
22
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.
23
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.
24
History of the Wheaton River Property
The Wheaton River/Lake Bennett district was first explored by
prospectors traveling 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
traveling 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:
25
- - 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:
26
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
27
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 Meters HQ @ $100/metre $120,000
Geological Mapping $ 5,000
Geophysical Surveying $ 20,000
Grand Total Phase 1 and Phase 2 $170,000
28
(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. Our
main competition will come into affect when and if we reach the
production phase. This depends chiefly on how much it will cost to
extract and process the ore.
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
29
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
Our current business plan is to conduct exploration sufficient to
determine whether there is reason to begin extensive and costly
exploration programs on the Wheaton River and McConnell River
properties. This will constitute phase one of the exploration
programs recommended by the geological reports respecting these
properties. We anticipate that these programs will cost approximately
$40,000.
Specifically, we anticipate spending the following over the next 12
months:
- - $12,000 on professional fees, including professional fees payable
in connection with the filing of this registration statement;
- - $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; and
- - $25,000 for the first phase of the exploration program on the
McConnell River Property, as recommended by Mr. William Timmins, the
author of the geological report on the McConnell River Property;
Total expenditures over the next 12 months are therefore expected to
be approximately $52,000.
Wheaton River Property
We are able to proceed with phase one of the exploration program on
the Wheaton River Property without additional financing. To date,
while we have not incurred any exploration expenditures on the Wheaton
30
River Property, we commenced exploration activities on the Wheaton
River Property on June 2, 2003. 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, 2003.
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 2004. 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.
McConnell River Property
Our cash reserves are not sufficient to meet our obligation to incur
an additional $25,000 in exploration expenditures on the McConnell
River Property. Contingent upon us raising additional financing, we
anticipate proceeding with phase one exploration of the McConnell
River Property in late 2003. We anticipate proceeding with phase two
of the exploration program in the spring of 2004. 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 programs on each
property. Based on the results of the phase one program on each
property, we will likely proceed with a phase two program on the most
promising property first. We will require additional funding in the
event that we decide to proceed with phase two of either exploration
program.
The anticipated cost of phase two of the exploration program is
$180,000 for the Wheaton River Property and $145,000 for the McConnell
River Property, which is well beyond our projected cash reserves.
Unless we raise and spend $180,000 on the Wheaton River Property by
December 31, 2004, we will lose our interest in the property. Once we
have incurred exploration expenditures on the McConnell River
Property, we will have no further obligations pursuant to our option
agreement.
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 and McConnell River properties,
then we will lose all our rights and interest in these properties. 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. Should we locate a joint
venture partner, we will likely have to transfer part of our interest
in the Wheaton River Property or the McConnell River Property to the
partner in order to induce it to fund exploration. Terms of such a
transfer and the amount of funding the joint venture partner would
provide would be subject to negotiation.
31
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 or the McConnell River
Property. If we are unable to maintain our property interests, we
will be forced to suspend our operations pending additional financing
and our ability to acquire interests in alternate mineral properties.
We have no specific plans in this regard.
Results Of Operations For Period Ending April 30, 2003
We did not earn any revenues during the period ending April 30, 2003.
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 $32,211.00 for the
period from inception to April 30, 2003. 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. To our knowledge, has or will maintain the
claims by filing assessment work on the claims or by paying a fee of
$107 per claim in order to keep each claim in good standing.
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.
32
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 June 23, 2003 in accordance with the volume
and trading limitations of Rule 144 of the Securities Act of 1933, as
amended. 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
of common stock 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 our company.
Under Rule 144(k), a person who is not one of our 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 June 23, 2003.
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.
33
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 _______, 2003.
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 0 0 0 0 0 0
2003 0 0 0 0 0 0
Tre.&
Dir.
Nikolaos
Bekropoulos Dir., 2001 $0 0 0 0 0 0
2002 $0 0 0 0 0 0
2003 $0 0 0 0 0 0
Philip
Taneda Dir., 2002 $ 700 0 0 0 0 0
2003 $0 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 July 31, 2002.
34
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.
35
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
36
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)
37
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 fulfill 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
38
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 (25,419)
-------
29,681
-------
$ 30,681
=======
39
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 2,568,392
===========
40
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
PERIOD FROM DATE OF INCEPTION, NOVEMBER 30, 2001, TO JULY 31, 2002
(Stated in U.S. Dollars)
Cash Flows From Operating Activities
Net loss for the period $ (25,419)
Adjustments To Reconcile Net Loss To Net Cash Used By
Operating Activities
Prepaid expenses (2,500)
Accounts payable and accrued liabilities 1,000
-------
(26,919)
--------
Cash Flows From Financing Activity
Share capital issued 55,100
--------
Increase In Cash 28,181
Cash, Beginning Of Period -
Cash, End Of Period $ 28,181
========
41
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
JULY 31, 2002
(Stated in U.S. Dollars)
COMMON STOCK
ADDITIONAL
SHARES AMOUNT PAID-IN DEFICIT TOTAL
CAPITAL
Opening balance,
November 30, 2001 - $- $ - $ - $ -
December 2001 -
Shares issued for 1,500,000 1,500 - - 1,500
cash at $0.001
January 2002 - Shares
issued for cash at 1,510,000 1,510 13,590 - 15,100
$0.01
July 2002 - Shares
issued for cash at 77,000 77 38,423 - 38,500
$0.50
Net loss for the - - - (25,419)(25,419)
period -------------------------------------------------
Balance, July 31, 3,087,000 $3,087 $ 52,013 $ (25,419) $ 29,681
2002 =================================================
42
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,
2003.
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.
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:
43
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.
44
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.
45
HUDSON VENTURES INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
APRIL 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
46
HUDSON VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
APRIL JULY 31
30
2003 2002
ASSETS
Current
Cash $ 23,564 $ 28,181
Prepaid expenses 325 2,500
----------------
$ 23,889 $ 30,681
================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 1,000 $ 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 (32,211) (25,419)
Stage ---------------
22,889 29,681
----------------
$ 23,889 $ 30,681
================
47
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF LOSS
(Unaudited)
(Stated in U.S. Dollars)
PERIOD PERIOD
FROM FROM
DATE OF DATE OF
NINE INCEPTION INCEPTION
MONTHS NOVEMBER NOVEMBER
30 30
THREE MONTHS ENDED ENDED 2001 TO 2001 TO
APRIL 30 APRIL 30 APRIL 30 APRIL 30
2003 2002 2003 2002 2003
Expenses
Consulting fees $ - $ - $ 2,200 $ 5,500 $ 10,200
Office and sundry 104 38 871 93 990
Filing fees 2,175 - 2,175 - 2,175
Professional fees (415) - 860 - 4,060
Management fees - - - 2,500 4,100
Mineral property
option payments 686 - 686 10,000 10,686
(Note 4) -------------------------------------------------
Net Loss For The $ 2,550 $ 38 $ 6,792 $ 18,093 $ 32,211
Period =================================================
Basic And Diluted
Loss Per Share $ (0.01) $ (0.01) $ (0.01) $ (0.01)
========================================================================
Weighted Average
Number Of Shares 3,087,000 3,010,000 3,087,000 2,390,662
Outstanding =================================================
48
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
PERIOD
FROM
DATE OF
NINE INCEPTION
MONTHS NOVEMBER
30
ENDED 2001 TO
APRIL APRIL 30
30
2003 2003
Cash Flows From Operating Activities
Net loss for the period $ (6,792) $ (32,211)
Adjustments To Reconcile Net Loss To Net Cash Used
By Operating Activities
Prepaid expenses 2,175 (325)
Accounts payable and accrued liabilities - 1,000
----------------
(4,617) (31,536)
----------------
Cash Flows From Financing Activity
Share capital issued - 55,100
----------------
Increase (Decrease) In Cash (4,617) 23,564
Cash, Beginning Of Period 28,181 -
---------------
Cash, End Of Period $ 23,564 $ 23,564
49
HUDSON VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF SHAREHOLDERS' EQUITY
APRIL 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
DEFICIT
COMMON SHARES ACCUMULATED
ADDITIONAL DURING
THE
PAID-IN EXPLORATION
SHARES AMOUNT CAPITAL STAGE TOTAL
Opening balance,
November 30, - $ - $ - $ - $ -
2001
December 2001 -
Shares issued for 1,500,000 1,500 - - 1,500
cash at $0.001
January 2002 -
Shares issued for 1,510,000 1,510 13,590 - 15,100
cash at $0.01
July 2002 - Shares
issued for cash 77,000 77 38,423 - 38,500
at $0.50
Net loss for the - - - (25,419) (25,419)
period ---------------------------------------------
Balance, July 31, 3,087,000 3,087 52,013 (25,419) 29,681
2002
Net loss for the - - - (6,792) (6,792)
period ----------------------------------------------
Balance, April 3,087,000 $ 3,087 $ 52,013 $ (32,211) $ 22,889
30, 2003 ==============================================
50
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
1.BASIS OF PRESENTATION
The unaudited interim financial statements as of April 30, 2003
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 $32,211 for the period from November
30, 2001 (inception) to April 30, 2003, 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
51
classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
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.
52
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2003
(Unaudited)
(Stated in U.S. Dollars)
4.MINERAL PROPERTY INTEREST
The Company holds two option agreements, dated January 21, 2002 and
January 22, 2002, and amended December 31, 2002 and June 1, 2003,
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, 2003;
- A further $25,000 by June 30, 2004;
- - A further $180,000 by December 31, 2004.
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.
53
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, as amended, 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.
54
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
55
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.
56
Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Legal opinion of Joseph I. Emas, Attorney At Law with
consent to use
10.1 Option Agreement dated January 21, 2002*
10.2 Option Agreement dated January 22, 2002*
10.3 Option Agreement Extension, dated December 31, 2002
10.4 Option Agreement Extension, dated June 1, 2003.
23.1 Consent of Morgan & Company, Chartered Accountants
23.2 Consent of Joseph I. Emas (included in Exhibit 5.1)
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 of 1933, as amended, 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.
57
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
June 23, 2003.
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, Treasurer and
Director June 23, 2003
- ----------------------
Dana Upton
/s/ Nikolaos Bekropoulos Director
June 23, 2003
- ----------------------
Nikolaos Bekropoulos
/s/Phillip Stanley Taneda Director
June 23, 2003
- ----------------------
Phillip Stanley Taneda
58
62