SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BOULDER CREEK EXPLORATIONS, INC.
(Name of small business issuer in its charter)
Nevada 1081 N/A
(State or Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Identification #)
Organization) Classification Code)
BOULDER CREEK EXPLORATIONS, INC. NEVADA STATE CORPORATE NETWORK, INC.
1450 Sasamat Street 2764 Lake Sahara Drive, Suite 111
Vancouver, BC Canada V6R4G4 Las Vegas, Nevada 89117
(604) 719-8658 (702) 851-1348
(Address and telephone of registrant's (Name, address and telephone number
executive office) of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATIONSTATEMENT
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional common stock for an offering under
Rule 462(b) of the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(c) of 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 under Rule 462(d) of 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 under Rule 434, please
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount Offering Aggregate Amount of
Shares to be to be Price Offering Registration
Registered Registered Per Share Price Fee
Common Stock 4,000,000 $ 0.05 $ 200,000 $ 25.34
Common Stock by
Selling Security 2,040,000 $ 0.05 $ 102,000[3] $ 51.69
Shareholders
[1] The offering price has been arbitrarily determined by Boulder Creek
Explorations, Inc. ("BCEI") and bears no relationship to assets,
earnings, or any other valuation criteria. No assurance can be given
that the shares offered hereby will have a market value or that they
may be sold at this, or at any price.
[2] The portion of the shares which are being offered by the selling
shareholders has been calculated based upon Rule 457(c) under the
Securities Act.
[3] BCEI will not receive any of the proceeds from the sale of common stock
by selling security shareholders.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON 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 DATES
AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.
-2-
PROSPECTUS
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BOULDER CREEK EXPLORATIONS, INC.
SHARES OF COMMON STOCK
NO MINIMUM TO 4,000,000 MAXIMUM BEING SOLD BY US TO THE PUBLIC
AND
BOULDER CREEK EXPLORATIONS, INC.
SHARES OF COMMON STOCK
2,040,000 SHARES OF COMMON STOCK BEING SOLD BY SELLING
SHAREHOLDERS
Prior to this offering, there has been no public trading market for the
common stock. Boulder Creek Explorations, Inc. ("BCEI") common stock is
presently not traded on any market or securities exchange.
BCEI is registering up to 4,000,000 shares of common stock at an
offering price of $0.05. The maximum amount to be raised is $200,000. There will
be no underwriter or broker/dealer involved in the transaction and there will be
no commissions paid to any individuals from the proceeds of this sale. The
shares are being offered by BCEI through its sole officer and director. There
will be no minimum amount of shares sold and BCEI will not create an escrow
account into which the proceeds from any shares will be placed. The proceeds
from all shares sold by BCEI will be placed into the corporate account and such
funds shall be non-refundable to subscribers except as may be required by
applicable law. BCEI will pay all expenses incurred in this offering.
Concurrently with Boulder Creek Explorations, Inc.'s registration and
offering of 4,000,000 common shares certain existing shareholders of the Company
are selling 2,040,000 shares at an offering price of $0.05 per share for the
duration of the offering, on a best efforts basis, no minimum, 2,040,000 shares
maximum. There is no escrow account. The offering by the selling shareholders
will be for a maximum period of 90 days from ___________________ and may be
extended for an additional 90 days if the Company so chooses to do so. BCEI does
not receive any proceeds from the sale of any of the shares held by the selling
shareholders.
The following table sets forth the information for the share offering:
PRICE UNDERWRITING DISCOUNTS PROCEEDS
TO PUBLIC DISCOUNTS OR COMMISSIONS TO COMPANY
----------- ------------------------ ------------
Per share as
offered $ 0.05 None $ 0.05
by BCEI
Total number of
shares being $ 200,000 None 100%
offered by BCEI
(4,000,000)
Per share
(Offered by
Certain $ 0.05 None None
Selling
Shareholders)
Total shares $ 102,000 None None
offered
by Certain Selling
Shareholders
(2,040,000)
-3-
Prior to this offering, there has been no public trading market for the
common stock. Boulder Creek Explorations, Inc. ("BCEI") common stock is
presently not traded on any market or securities exchange.)
The quoted price is the initial asking price by the selling
shareholders. In the event that a market is created to trade these shares, the
shares will be offered at the fixed price of $0.05 per share for the duration of
the offering. At present, the selling shareholders have no agreements with any
broker/dealer to sell these shares. In the event that shares are sold through a
broker/dealer, a standard commission will be paid from the proceeds to that
broker/dealer.
The securities have not been approved or disapproved by the Securities
and Exchange Commission or any state securities commission nor has the
Securities and Exchange Commission or any state securities commission passed
upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is ___________________.
INVESTING IN THE COMPANY'S COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING AT PAGE 8. PLEASE READ THIS PROSPECTUS CAREFULLY.
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Security and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
-4-
TABLE OF CONTENTS
Page
No.
----
Summary of Prospectus ....................................................... 6
Risk Factors ................................................................ 8
Use of Proceeds ............................................................ 15
Determination of Offering Price ............................................ 17
Dilution of the Price You Pay for Your Shares .............................. 17
Plan of Distribution; Terms of the Offering ................................ 19
Business ................................................................... 21
Management's Discussion and Analysis of Financial Condition and
Results of Operations ...................................................... 26
Management ................................................................. 29
Executive Compensation ..................................................... 30
Principal Shareholders ..................................................... 31
Description of Securities .................................................. 32
Certain Transactions ....................................................... 33
Litigation ................................................................. 33
Experts .................................................................... 34
Legal Matters .............................................................. 34
Financial Statements .................................................. F1 - F9
OUTSIDE BACK COVER
DEALER PROSPECTUS DELIVERY OBLIGATION
"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 obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions."
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SUMMARY OF OUR OFFERING
This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information you should consider before
making a decision to purchase the shares we are offering. You should very
carefully and thoroughly read the more detailed information in this prospectus
and review our financial statements.
Summary Information about Boulder Creek Explorations, Inc.
We were incorporated in the State of Nevada as a profit company on June 7, 2004
and established a fiscal year end of October 31st. Boulder Creek Explorations,
Inc. ("BCEI") is a start-up, exploration stage company engaged in the search for
commercially viable minerals. There is no assurance that a commercially viable
mineral deposit, a reserve, exists on our claims or can be shown to exist until
sufficient and appropriate exploration is done and a comprehensive evaluation of
such work concludes economic and legal feasibility. Puneet Sharan, BCEI's sole
officer and director, owns two mineral claims in British Columbia, Canada. We
have no property other than an option to acquire the claims from Mr. Sharan,
should minerals be found and their extraction be deemed economically feasible.
As of the date of this prospectus, we have spent no funds on research and
exploration of the claims. Our plan to initiate the exploration phase of our
business plan is based on the success of this offering and a specific timetable.
Our business office is located at 1450 Sasamat Street, Vancouver, British
Columbia, Canada V6R 4G4, and our telephone number is (604) 719-8658 and our
United States and registered statutory office is located at 2764 Lake Sahara
Drive, Suite 111, Las Vegas, Nevada 89117, telephone number (702) 851-1348; fax
number (702) 838-5130. Our fiscal year end is October 31st.
As of July 31, 2005 BCEI had raised $22,300 through the sale of common stock.
There is $7,337 of cash on hand and in the corporate bank account. BCEI
currently has liabilities of $4,000 for expenses accrued during the start-up of
the corporation. In addition, BCEI anticipates the total costs associated with
this offering will be approximately $6,827. As of the date of this prospectus we
have not yet generated or realized any revenues from our business operations.
The following financial information summarizes the more complete historical
financial information as indicated on the audited financial statements of BCEI
filed with this prospectus.
Concurrent Offering By Selling Shareholders
A group of selling shareholders is endeavoring to sell their shares of common
stock at the same time BCEI is conducting this offering. The percentage of total
outstanding common stock being offered by the selling shareholders is 22.6%. The
price at which the selling shareholders offer their shares is a fixed price of
$0.05 per share for the duration of the offering. There is no arrangement to
address the possible effect of the concurrent primary and secondary offerings on
the price of the stock. BCEI will not receive any proceeds from the sale of the
common stock by the selling shareholders.
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Summary Information About The Offering
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Securities being Offered by Up to 6,040,000 shares of common stock.
Selling Shareholders, Common 2,040,000 common shares being offered by
Stock, par value $0.001 selling shareholders. 4,000,000 shares of
common stock being offered by BCEI.
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Offering Price Per Share by $0.05 per share for the duration of the
BCEI and Selling Shareholders offering.
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Number of Shares Outstanding 9,040,000 common shares are currently issued
Before the Offering of Common and outstanding. 2,040,000 of the issued and
Shares outstanding shares are to be sold under this
Prospectus by existing security shareholders.
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Number of Shares Outstanding 13,040,000 common shares (if maximum is sold).
After the Offering
- --------------------------------------------------------------------------------
Minimum Number of Shares to be None
Sold in this Offering
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Use of Proceeds BCEI will not receive any proceeds from the
sale of the common stock by the selling
shareholders. If all 4,000,000 common shares
being offered by BCEI are sold the total gross
proceeds to BCEI would be $200,000. The
intended use of the proceeds from BCEI's
offering will be allocated towards exploration
expenditures estimated at $166,500,
Administrative expenses estimated at $18,000.
The total expenses associated with this
offering; including the preparation of this
registration statement has been estimated at
$6,827.
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Offering Period The shares are being offered for a period not
to exceed 90 days from the date this Prospectus
is effective with the Security and Exchange
Commission, unless extended by the Company for
an additional 90 days.
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Terms of the Offering The selling security shareholders
will determine when and how they will sell the
common stock offered in this prospectus.
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Summary of Financial Information
Balance Sheet As of July 31, 2005
- -------------------- -----------------------
Total Assets $ 7,337
Total Liabilities $ 4,000
Stockholder's Equity $ 8,477
June 7, 2004 (inception)
Operating Data through
July 31, 2005
- -------------------- -----------------
Revenue $ 0
Net Loss $(17,823)
Net Loss Per Share $ (0.00)
BCEI has had no revenues and has achieved losses since inception. BCEI has had
no operations, and has been issued a going concern opinion upon the sole
reliance of the sale of our common stock to fund future operations.
-7-
RISK FACTORS
Please consider the following risk factors before deciding to invest in our
common stock.
Auditor's Going Concern
- -----------------------
1. THERE IS SUBSTANTIAL DOUBT ABOUT BCEI'S ABILITY TO CONTINUE AS A GOING
CONCERN
Our auditor's report on our October 31, 2004 and February 28, 2005 financial
statements expresses an opinion that substantial doubt exists as to whether we
can continue as an ongoing business. Because our officer and director may be
unable or unwilling to loan or advance any additional capital to BCEI, we
believe that if we do not raise at least $40,000 from our offering, we may be
required to suspend or cease exploration activity within 12 months. Since there
is no minimum and no refunds on sold shares, you may be investing in a company
that will not have the funds necessary to continue its exploration activity.
BCEI incurred an accumulative net loss of ($17,823) for the period from
inception to July 31, 2005, and we have no revenue. Our future is dependent upon
our ability to obtain financing and upon future profitable operations from the
development of our mineral properties. We plan to seek additional funds through
private placements of our common stock and/or through debt financing. Our
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 we cannot
continue in existence.
Risks Related To Our Financial Condition
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2. IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL, WHICH WILL
RESULT IN THE COMPLETE LOSS OF YOUR INVESTMENT
Our current operating funds are not adequate for the next twelve months. BCEI's
cash balance as of July 31, 2005 is $ 7,337. BCEI will require additional
financing in order to complete an exploration program. If our exploration
programs are successful in discovering ore of commercial tonnage and grade, we
will require additional funds in order to place the Pun and the Tim property
mineral licenses into commercial production.
Currently, management cannot provide investors with an accurate estimate of the
additional proceeds required to bring the properties into commercial operation
in the event minerals are found. Investors should be aware even if minerals are
discovered on the properties it may be cost prohibitive to bring them to a level
of commercial operation, which would result in the total loss of any investment
made in the Company.
Further, we will require additional financing to sustain business operations if
we are not successful in earning revenues once exploration is complete,
management has estimated it would require an additional $100,000 to $150,000 to
continue as an exploration company. These funds would be used for the purpose of
maintain the Company as a reporting company with the SEC as well as for seeking
prospective properties and beginning the initial exploration phases for
minerals. Investors should be aware that it would be very unlikely the Company
would receive additional funds if it does not produce revenues from its proposed
exploration of the Pun and Tim claims. Even if additional proceeds where
obtained we cannot provide any assurance that the Company would be able to
locate a favorable property that would have the potential for bearing minerals
or generating revenues for the Company.
Currently we do not have any arrangements for financing and can provide no
assurance to investors that we will be able to obtain financing when required.
Obtaining additional financing would be subject to a number of factors, the
known material factors being market prices for precious and commercial minerals,
investor acceptance of our mineral licenses, and investor sentiment. These
factors may make the timing, amount, terms, or conditions of additional
financing unavailable to us. See "Description of Business."
3. BECAUSE WE LACK AN OPERATING HISTORY, WE FACE A HIGH RISK OF BUSINESS
FAILURE, WHICH MAY RESULT IN THE LOSS OF YOUR INVESTMENT
-8-
BCEI is a exploration company and has not even begun the initial stages
of exploration of our mineral licenses, and thus we have no way to evaluate the
likelihood that we will be able to operate the business successfully. We were
incorporated on June 7, 2004 and to date have been involved primarily in
organizational activities, the acquisition of the Pun and Tim property mineral
licenses, and obtaining historic geological information on our mineral licenses.
Based upon current plans, we expect to incur operating losses in future periods.
This will happen because there are expenses associated with the research and
exploration of our mineral properties, which are estimated at $3,250 per year.
The Company will be responsible for these fees. In addition to this annual
expense, the Company has a claim agreement with Mr. Sharan to apply a minimum
$15,000 of funds towards exploration activities by no later than September 2005.
(See Note 3 in the financials statements) These funds are anticipated to be
derived from the share offering by the company contained herein.
We can not guarantee we will be successful in generating revenue in the future
or be successful in raising funds through the sale of shares to pay for the
exploration expenses pursuant to the claim agreement. As of the date of this
Prospectus, we have not earned any revenue. Failure to generate revenue will
cause us to go out of business, which will result in the complete loss of your
investment.
4. IF WE DO NOT CONDUCT MINERAL EXPLORATION ON OUR MINERAL CLAIMS AND/OR PAY
ANNUAL FEES, OUR MINERAL CLAIMS WILL LAPSE AND BE LOST
BCEI must complete mineral exploration work on our Pun as well as Tim property
licenses; file and submit any geological data obtained from the licenses with
the Canadian mining regulatory authorities regarding the work completed; and pay
annual license fees on claims. If we do not conduct any mineral exploration on
our claims or make the required payments, then our licenses will lapse and we
will lose all interest in these Canadian mineral licenses. The expiration dates
of the mineral claims are currently April 8, 2006 for both the Pun and Tim
claims. The Licensee holder has the right to obtain extensions of the term of an
exploration license for two (2) years each, upon fulfilling the terms and
conditions of the Mineral Laws of Canada, which require a free miners
certificate annual fee of $25 and conduct a minimum of $3,225 of work on the
claims per year for a total of $3,250 annually.
In addition to the annual fees, BCEI has a Claim Agreement in place with Mr.
Sharan, which requires the Company to apply a minimum of $15,000 towards
exploration activities by no later than September 2005. These funds must be
raised by the Company through this offering. If the funds are not raised BCEI
will loose its option to acquire the claims and the business will fail. The
Company can provide no guarantee or assurance it will be able to raise the
required funds through the anticipated offering.
5. A CONFLICT OF INTEREST MAY ARISE IN THE EVENT MINERALS ARE FOUND ON THE
PROPERTY BECAUSE OUR OFFICER CURRENTLY HAS SOLE OWNERSHIP OF THE PROPERTY
Our sole executive officer, Mr. Sharan currently has full ownership rights to
the mineral claims on the property detailed herein. As such, if minerals are
discovered on the property conflicts of interest between Mr. Sharan and the
Company may arise and negatively impact the development of the Company and
result in a complete loss of invested funds by shareholders.
-9-
6. BECAUSE THE COMPANY ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR TO
EARNING REVENUE, WE MAY NEVER ACHIEVE PROFITABILITY
Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenue. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenue from the exploration of 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 the Company will prove successful. We
cannot provide investors with any assurance that we will generate any operating
revenue or ever achieve profitable operations. If we are unable or unsuccessful
at addressing these risks, there is a high probability that our business will
fail, which will result in the loss of your entire investment.
7. BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION, THERE IS SUBSTANTIAL RISK
THAT NO COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND WHICH WILL CAUSE US
TO GO OUT OF BUSINESS, AND RESULT IN THE COMPLETE LOSS OF YOUR INVESTMENT
The search for valuable minerals as a business is extremely risky. We cannot
provide investors with any assurance that our mineral claims contain
commercially exploitable reserves of minerals. Exploration for minerals is a
speculative venture involving substantial risk. The expenditures to be made by
us in the exploration of the mineral claims 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 addition, there is always the risk that a
planned exploration program may cost more to complete than budgeted. These
factors may cause us to be unable to complete our business plan. We will go out
of business if we are unable to earn revenue, which would result in the entire
loss of your investment.
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
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such possible liabilities may have a material adverse
effect on our financial position. We do not have any insurance that would cover
these potential liabilities, as no such insurance exists.
9. BECAUSE ACCESS TO THE BCEI's MINERAL CLAIMS MAY BE RESTRICTED BY INCLEMENT
WEATHER, WE MAY BE DELAYED IN OUR EXPLORATION EFFORTS
Access to the Pun and Tim properties' mineral licenses will be restricted during
certain times of the year due to inclement weather in the area. The Pun and Tim
properties' mineral licenses are located in British Columbia, Canada. Both of
the properties are located in a mountainous region with limited access. Moderate
weather allows for field work throughout most of the year, however, winter
storms may cause delays or postponement of field work.
-10-
Risks Related To Our Market and Strategy
- ----------------------------------------
10. BECAUSE TITLE TO THE MINERAL CLAIMS ARE NOT HELD IN BCEI'S NAME OWNERSHIP OF
THE CLAIMS MAY BE GRANTED TO A THIRD PARTY LEAVING THE COMPANY WITH NOTHING,
RESULTING IN A COMPLETE LOSS OF ANY INVESTMENT IN THE COMPANY
Titles to the mineral claims we intend to explore are not held in our name.
Title to the claim is recorded in the name of Mr. Sharan, officer and director,
a British Columbia resident. In the event Mr. Sharan were to grant another
person a deed of ownership which was subsequently registered prior to our deed,
the third party would obtain good title and we would have nothing. Similarly, if
Mr. Sharan were to grant an option to another party, that party would be able to
enter the claim, carry out certain work commitments and earn right and title to
the claim and we would have little recourse as we would be harmed, will not own
any property and would have to cease carrying on business. Although we would
have recourse against Mr. Sharan in the situations described through a legal
action for breach of fiduciary duties, there is a question as to whether that
recourse would have specific value or the Company would have funds required to
pursue such an action. If Mr. Sharan engages in any one of the situations
described above it would result in business failure and a complete loss of any
investment made in the Company.
11. BECAUSE OUR SOLE OFFICER/DIRECTOR HAS OTHER OUTSIDE BUSINESS ACTIVITIES AND
MAY NOT BE IN A POSITION TO DEVOTE A MAJORITY OF HIS TIME TO OUR EXPLORATION
ACTIVITY; OUR EXPLORATION ACTIVITY MAY BE SPORADIC WHICH MAY RESULT IN
PERIODIC INTERRUPTIONS OR SUSPENSIONS OF EXPLORATION OR BUSINESS FAILURE
Mr. Sharan, our sole officer and director, has other outside business activities
and will only be devoting approximately 10-12 hours per week to our operations;
our operations may be sporadic and occur at times which are convenient to Mr.
Sharan, which may result in periodic interruptions or suspensions of
exploration. If the demands of the Company's business require the full business
time of the executive officer, he is prepared to adjust his timetable to devote
more time to the Company's business. However, there can be no assurance that the
sole executive officer will be able to devote sufficient time to the management
of the Company's business, as and when needed.
12. BECAUSE THE SOLE EXECUTIVE OFFICER DOES NOT HAVE TECHNICAL TRAINING OR
EXPERIENCE FOR, STARTING, AND OPERATING AN EXPLORATION PROGRAM, THE COMPANY
MAY NEVER BE SUCCEFUL IN IMPLEMENTING AN EXPLORATION PROGRAM WHICH WILL
RESULT IN THE LOSS OF YOUR INVESTMENT
Our management has no experience in the exploration of precious metals nor has
he ever started or conducted an exploration program. Further, our management has
no direct training or experience in these areas and as a result may not be fully
aware of many of the specific requirements related to working within the
industry. Management's decisions and choices may not take into account standard
engineering or managerial approaches which mineral exploration companies
commonly use. Consequently our operations, earnings and ultimate financial
success could suffer irreparable harm due to management's lack of experience in
this industry. As a result we may have to suspend or cease operations which will
result in the loss of your investment.
-11-
13. BECAUSE THE PROBABILITY OF AN INDIVIDUAL PROSPECT EVER HAVING RESERVES IS
EXTREMELY REMOTE, IN ALL PROBABILITY OUR PROPERTY DOES NOT CONTAIN ANY
RESERVES,AND ANY FUNDS SPENT ON EXPLORATION WILL BE LOST
Because the probability of an individual prospect ever having reserves is
extremely remote, in all probability, our property does not contain any
reserves, and any funds spent on exploration will be lost. Without ore reserves
we cannot generate income and if we cannot generate income, we will be required
to cease exploration activity. In the event we cease operations, we will
continue to explore other properties in Canada and potentially throughout the
world and seek to obtain option agreements with another company. We have no
plans to, nor have we entered into any negotiations, understandings or
agreements to acquire or be acquired by another company.
14. THE PROPERTIES HAVE NOT BEEN EXAMINED BY A PROFESSIONAL GEOLOGIST OR MINING
ENGINEER AND NO GEOLOGICAL REPORT HAS BEEN WRITTEN ON THE PROPERTY LIMITING
THE LIKELYHOOD OF THE COMPANY EVER DISCOVERING MINERALS ON THE PROPERTY
Because there is no geological report the Company can rely on and the fact that
the properties have not been examined by a geologist or mining engineer
management will be responsible for initial exploration decisions. These
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use or may go
against external advice. As a result, our business, earnings and ultimate
financial success could suffer irreparable harm due to management's lack of
experience in our industry.
15. BECAUSE TITLE TO THE PROPERTY IS HELD IN THE NAME OF ANOTHER ENTITY, IF IT
SHOULD BE TRANSFERRED TO SOMEBODY OTHER THAN BCEI WE WOULD HAVE TO CEASE
OPERATIONS
Title to the property upon which we intend to conduct exploration activities is
not held in our name. Title to the property is recorded in the name of our sole
Officer and Director, Puneet Sharan. If Mr. Sharan transfers the property to a
third person, the third person will obtain good title and we will have nothing.
Since Mr. Sharan has a fiduciary duty to us in his capacity as our sole
director, we will have a cause of action against Mr. Sharan for breach of
fiduciary duty. The amount of damages will be the value of the property as of
the time of the transfer, should that ever occur. If that happens we will be
harmed in that we will not own any property and we will have to cease
operations. Under British Columbia law title to British Columbia mining claims
can only be held by British Columbia residents. In the case of corporations,
title must be held by a British Columbia corporation. In order to comply with
the law we would have to incorporate a British Columbia wholly owned subsidiary
corporation and obtain audited financial statements. We believe those costs
would be a waste of our money at this time since the legal costs of
incorporating a subsidiary corporation, the accounting costs of audited
financial statements for the subsidiary corporation, together with the legal and
accounting costs of expanding this registration statement would cost many
thousands of dollars. Accordingly, we have elected not to create the subsidiary
at this time, but will do so if mineralized material is discovered on the
property.
Risks Related To This Offering
- ------------------------------
16. WE CURRENTLY HAVE NO MARKET FOR OUR SHARES, THUS SHAREHOLDERS MAY BE UNABLE
TO SELL THEIR SHARES AND EVEN IF A MARKET SHOULD DEVELOP, THE PRICE MAY BE
VOLATILE AND SHAREHOLDERS MAY LOSE THEIR ENTIRE INVESTMENT
-12-
Although we intend to apply for listing of our common stock on the NASD
Over-The-Counter Bulletin Board, currently, our stock is not traded and we
cannot provide investors with any assurance that it will be traded, or if
traded, whether a market will develop. If no market develops, the holders of our
common stock may find it difficult to sell their shares. Further, even if a
market develops, our common stock will be subject to fluctuations, causing our
stock to be volatile.
In the event our shares are traded, our stock could be known as a "penny stock"
which is subject to various regulations involving disclosures to be given to you
prior to purchase of any penny stock. The U.S. Securities and Exchange
Commission (the "SEC") has adopted regulations which generally define a "penny
stock" to be any equity security that has a market price of less than $5.00 per
share, subject to certain exceptions. Depending on market fluctuations, our
common stock could be considered to be a "penny stock". A penny stock is subject
to rules that impose additional sales practice requirements on broker/dealers
who sell these securities to persons other than established customers and
accredited investors. For transactions covered by these rules, the broker-dealer
must make a special suitability determination for the purchase of these
securities. In addition he must receive the purchaser's written consent to the
transaction prior to the purchase. He must also provide certain written
disclosures to the purchaser. Consequently, the "penny stock" rules may restrict
the ability of broker/dealers to sell our securities, and may negatively affect
the ability of holders of shares of our common stock to resell them. These
disclosures require you to acknowledge you understand the risk associated with
buying penny stocks and that you can absorb the entire loss of your investment.
Penny stocks are low priced securities that do not have a very high trading
volume. Consequently, the price of the stock is oftentimes volatile and you may
not be able to buy or sell the stock when you want.
17. BECAUSE OUR COMPANY'S PRESIDENT CURRENTLY OWNS 77% OF THE OUTSTANDING COMMON
STOCK, INVESTORS MAY FIND DECISIONS MADE BY MANAGEMENT CONTRARY TO THEIR
INTERESTS
Mr. Sharan, our sole officer and director currently owns more than 77% of the
outstanding shares and will own 54% if the maximum shares are sold for this
offering. As a result he will be able to decide who will be directors and
control the direction of the Company. His interests may differ from the
interests of the other stockholders. Factors that could cause his interests to
differ from the interest of other stockholders include the impact of corporate
transactions on business time and the ability of him to continue to manage the
business, in terms of the amount of time he is able to devote to the Company.
18. BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR INVESTOR'S
SUBSCRIPTIONS, IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO
BANKRUPTCY PROTECTION, INVESTORS WILL LOSE THEIR ENTIRE INVESTMENT
Invested funds for this offering will not be placed in an escrow or trust
account. Accordingly, if we file for bankruptcy protection or a petition for
involuntary bankruptcy is filed by creditors against us, your funds will become
part of the bankruptcy estate and administered according to the bankruptcy laws.
As such, you will lose your investment and your funds will be used to pay
creditors and will not be used for exploration.
-13-
Risks Related To Legal Uncertainty
- ----------------------------------
19. OUR BUSINESS MAY BE NEGATIVELY AFFECTED IF THE COMPANY BECOMES SUBJECT TO
BURDENSOME GOVERNMENT REGULATIONS ON EXPROPRIATION OR OTHER LEGAL
UNCERTAINTIES SUCH AS TAX AND ENVIRONMENTAL LIABILITIES IN BRITISH COLUMBIA
CANADA
There are several governmental regulations that materially restrict the use and
development of ore. In addition, the legal and regulatory environment that
pertains to the exploration of ore is uncertain and may change. Uncertainty and
new regulations could increase the costs of doing business and prevent us from
exploring or developing ore deposits. The growth of demand for ore may also be
significantly slowed, and limit our ability to generate revenue. In addition,
new laws and regulations may be adopted and/or existing laws may be applied to
exploration and mining that have not as of yet been applied. Any change in laws
may increase the Company's cost of doing business within British Columbia which
overall, may affect the financial condition of our company and ultimately harm
operating results.
General Overall Risks Related to Investing in Our Company
- ---------------------------------------------------------
20. BECAUSE WE ARE A PRE-EXPLORATION COMPANY AND CURRENTLY ARE NOT AN OPERATING
BUSINESS WE DO NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE
We do not anticipate paying dividends on our Common Stock in the foreseeable
future but we plan to retain earnings, if any, for the operation, growth, and
expansion of our business.
21. BECAUSE OUR EXPLORATION OPERATIONS ARE IN A FOREIGN COUNTRY, WE ARE SUBJECT
TO FOREIGN CURRENCY FLUCTUATION WHICH MAY ADVERSELY AFFECT OUR COMPANY
Our exploration operations are in a foreign country and are subject to foreign
currency fluctuation and such fluctuation may adversely affect our financial
position and results. There can be no assurance that management will have the
capacity to address and adequately control foreign currency fluctuations thereby
eliminating adverse effects and accordingly, we may suffer losses.
22. OUR SOLE OFFICER/DIRECTOR AND CURRENT SHAREHOLDERS OF OUR COMPANY ARE ALL
NON-RESIDENTS OF THE UNITED STATES AND THUS MAY BE A CAUSE FOR CONCERN
REGARDING THE FUTURE OF THE COMPANY AND ITS GENERAL DIRECTION
Our sole officer/director of the Company, and all of the current shareholders,
are non-residents of the United States. Accordingly, investors in this offering
may not feel comfortable investing in a company whose management is outside of
the country and may be uneasy regarding the future stability of the company.
There can be no assurance management will ever be run by residents of the United
States.
Forward-Looking Statements
- --------------------------
This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations including plans and
objectives relating to our planned exploration and future economic
-14-
performance. The forward-looking statements and associated risks set forth in
this prospectus include or relate to, among other things, (a) our projected
profitability, (b) our growth strategies, (c) anticipated trends in our
industry, (d) our ability to obtain and retain sufficient capital for future
operations, (e) our anticipated needs for working capital. These statements may
be found under "Management's Discussion and Analysis or Plan of Operation" and
"Description of Business," as well as in this prospectus generally. Actual
events or results may differ materially from those discussed in forward-looking
statements as a result of various factors, including, without limitation, the
risks outlined under "Risk Factors" and matters described in this prospectus
generally. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this prospectus will in fact
occur.
The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on assumptions that we will be able to continue exploration on a timely
basis, that we will attract customers, that there will be no material adverse
competitive or regulatory change in conditions in our business, that our
President will remain employed as such, that our forecasts accurately anticipate
market demand, and that there will be no material adverse change in our
operations or business or in governmental regulations affecting our business.
The foregoing assumptions are based on judgments with respect to, among other
things, future economic, competitive and market conditions, and future business
decisions, all of which are difficult or impossible to predict accurately and
many of which are beyond our control. Accordingly, although we believe that the
assumptions underlying the forward-looking statements are reasonable, any such
assumption could prove to be inaccurate and therefore there can be no assurance
that the results contemplated in forward-looking statements will be realized. In
addition, as disclosed elsewhere in this "Risk Factors" section of this
prospectus, there are a number of other risks inherent in our business and
operations, which could cause our operating results to vary markedly and
adversely from prior results or the results contemplated by the forward-looking
statements. Growth in absolute and relative amounts of cost of development and
maintenance, general and administrative expenses or the occurrence of
extraordinary events could cause actual results to vary materially from the
results contemplated by the forward-looking statements. Management decisions,
including budgeting, are subjective in many respects and periodic revisions must
be made to reflect actual conditions and business developments, the impact of
which may cause us to alter marketing, capital investment and other
expenditures, which may also materially adversely affect our results of
operations. In light of significant uncertainties inherent in the
forward-looking information included in this prospectus, the inclusion of such
information should not be regarded as a representation by us or any other person
that our objectives or plans will be achieved.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis - no minimum of shares
must be sold in order for the offering to proceed. The offering price per share
is $0.05. The following table below sets forth the uses of proceeds assuming the
sale of 25%, 50%, 75% and 100% of the securities offered for sale in this
offering by the company.
-15-
If 25% of If 50% of If 75% of If 100% of
Shares Sold Shares Sold Shares Sold Shares Sold
GROSS PROCEEDS FROM $ 50,000 $100,000 $150,000 $200,000
THIS OFFERING ======== ======== ======== ========
Less: OFFERING EXPENSES
Legal and Accounting 4,000 4,000 4,000 4,000
SEC Filing Fee 2,077 2,077 2,077 2,077
Printing 250 250 250 250
Transfer Agent 2,500 2,500 2,500 2,500
TOTAL $ 8,827 $ 8,827 $ 8,827 $ 8,827
Less: EXPLORATION EXPENDITURES
Consulting Services 7,000 16,000 27,000 36,000
Core Drilling 24,000 54,000 86,000 110,000
Analyzing Sample 3,415 9,699 16,000 20,500
TOTAL $ 34,415 $ 79,699 $129,000 $166,500
Less: ADMINISTRATION EXPENSES
Office, Stationery, Telephone 2,000 2,000 2,000 2,000
Assistant/Secretary 0 0 0 12,000
[1] Maintain mining claim
(claim fee +work in lieu) 3,280 3,280 3,280 3,280
TOTAL $ 5,280 $ 5,280 $ 5,280 $ 17,280
======== ======== ======== ========
TOTALS $ 48,522 $ 93,806 $143,107 $192,607
The above figures represent only estimated costs.
[1] $3,280 has been allocated for purposes of maintaining the claim on an annual
basis. This fee includes the annual filing fee and cash in lieu of work on the
claim as required by Canadian Mining law.
Exploration expenditures consist of fees to be paid for consulting services
connected with exploration, the cost of core drilling, and cost of analyzing
core samples. We are not going to spend any sums of money or implement our
exploration program until this offering is completed. We have not begun
exploration. Consulting fees and associated costs will not be more than $36,000
to complete our exploration program. We anticipate that our exploration program
will be completed within three months if at least 25% of the shares are sold in
the offering, which would result in $48,522 of proceeds to BCEI. Core drilling
will cost approximately $20.00 per foot. We will drill as many holes as proceeds
from the offering allow. We estimate it will cost from $3,415 up to $20,000 to
analyze the core samples. We cannot be more specific about the application of
proceeds for exploration, because we do not know what we will find. Management
believes an attempt to be more specific would likely result in numerous
amendment to this registration statement as every time an event occurred that
would change our allocation, we would be required to amend the Prospectus. We
believe that the process of amending the registration statement would take an
inordinate amount of time and not be in investors' best interest in that we
would have to spend money for legal fees which could otherwise be spent on
exploration.
We have allocated a wide range of money for exploration. That is because we do
not know how much will ultimately be needed for exploration. If we discover
significant quantities of mineral, we will begin technical and economic
feasibility studies to determine if we have reserves. Only after we have
reserves will we consider developing the property.
-16-
DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined in order for
us to raise up to a total of $200,000 in this offering. The offering price bears
no relationship whatsoever to our assets, earnings, book value or other criteria
of value. Among the factors considered were:
* our lack of operating history
* the proceeds to be raised by the offering
* the amount of capital to be contributed by purchasers in this
offering in proportion to the amount of stock to be retained by our
existing Stockholders, and
* our relative cash requirements.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
The following tables compare the differences of your investment in our shares
with the investment of our existing stockholders.
Existing Stockholders if all of the Shares are Sold
---------------------------------------------------
Price per share $ 0.05
Net tangible book value per share before offering $ 0.002
Potential gain to existing shareholders $ 200,000
Net tangible book value per share after offering $ 0.02
Increase to present stockholders in net tangible book value per
Share after offering $ 0.02
Capital contributions $ 22,300
Number of shares outstanding before the offering 9,040,000
Number of shares after offering held by existing stockholders 13,040,000
Percentage of ownership after offering 69%
Purchasers of Shares in this Offering if all Shares Sold
--------------------------------------------------------
Price per share $ 0.05
Dilution per share $ 0.03
Capital contributions $ 200,000
Percentage of Capital Contributions 90%
Number of shares after offering held by public investors 4,000,000
Percentage of ownership after offering 31%
Purchasers of Shares in this Offering if 75% of Shares Sold
-----------------------------------------------------------
Price per share $ 0.05
Dilution per share $ 0.03
Capital contributions $ 150,000
Percentage of Capital Contributions 87%
Number of shares after offering held by public investors 3,000,000
Percentage of ownership after offering 25%
-17-
Purchasers of Shares in this Offering if 50% of Shares Sold
-----------------------------------------------------------
Price per share $ 0.05
Dilution per share $ 0.03
Capital contributions $ 100,000
Percentage of Capital Contributions 82%
Number of shares after offering held by public investors 2,000,000
Percentage of ownership after offering 18%
Purchasers of Shares in this Offering if 25% of Shares Sold
-----------------------------------------------------------
Price per share $ 0.05
Dilution per share $ 0.04
Capital contributions $ 50,000
Percentage of Capital Contributions 69%
Number of shares after offering held by public investors 1,000,000
Percentage of ownership after offering 10%
SELLING SECURITY HOLDERS
The following table sets forth information as of July 31, 2005 with respect to
the beneficial ownership of our common stock both before and after the offering.
The table includes all those who beneficially own any of our outstanding common
stock AND are selling their shares in the concurrent offering. NOTE: Our sole
office and director, Puneet Sharan, as of the date of this Prospectus owns
7,000,000 common shares, which are subject to Rule 144 restrictions.
The percentages determined in these calculations are based upon 9,040,000 of our
common shares issued and outstanding as of the date of this Prospectus. The
following table shows the number of shares and percentage before and after the
public offering:
% %
Name and Address of Ownership Before Total Shares Owned%
Beneficial Owners of Before Offering Offered Total Shares After
Common Stock Offering (1) For Sale After Offering Offering
- ---------------------------------------------------------------------------------------------
Anthony Tai 200,000 2.2% 200,000 0 0%
#40-6588
Barnard Drive
Richmond, BC
Canada
- ---------------------------------------------------------------------------------------------
Jia Fang Tang 200,000 2.2% 200,000 0 0%
9525 116A Street
Delta, BC
Canada
- ---------------------------------------------------------------------------------------------
LeMaire Family Trust (2) 200,000 2.2% 200,000 0 0%
138 19639 Meadows Gardens Way
Pitt Meadows, BC
Canada
- ---------------------------------------------------------------------------------------------
John Kardos 200,000 2.2% 200,000 0 0%
4750 The Highway
West Vancouver, BC
Canada
- ---------------------------------------------------------------------------------------------
Dixon Wong 280,000 3.1% 280,000 0 0%
620-650 West 41st Ave.
Vancouver, BC
Canada
- ---------------------------------------------------------------------------------------------
-18-
% %
Name and Address of Ownership Before Total Shares Owned%
Beneficial Owners of Before Offering Offered Total Shares After
Common Stock Offering (1) For Sale After Offering Offering
- ---------------------------------------------------------------------------------------------
Ian Becket 280,000 3.1% 280,000 0 0%
3970 Southwood Street
Burnaby, BC
Canada
- ---------------------------------------------------------------------------------------------
Haining Yang 280,000 3.1% 280,000 0 0%
7095 115th Street
Delta, BC
Canada
- ---------------------------------------------------------------------------------------------
Sharon Proudfoot 400,000 4.4% 400,000 0 0%
2811 7th Ave. N.W.
Calgary, Alberta
Canada
- ---------------------------------------------------------------------------------------------
(1) Based on 9,040,000 common shares outstanding prior to the primary offering.
(2) Brian LeMaire has the authority for investment power over the LeMaire Family
Trust
(*) Except as pursuant to applicable community property laws, the persons named
in this table have sole voting and investment power with respect to all
shares of Common Stock.
The shares were acquired in September and October of 2004 by non-U.S. citizens,
we issued 2,040,000 common shares for total consideration of $15,300, which was
accounted for as a purchase of common stock. The shares offered for sale were
not registered under the 1933 Act, and were offered and sold in reliance upon
the exemptions specified in Regulation S promulgated pursuant thereto.
PLAN OF DISTRIBUTION
We are offering 4,000,000 shares on a self-underwritten basis. The offering
price is $0.05 per share for the duration of the offering.
A group of selling shareholders is endeavoring to sell their shares of common
stock at the same time and at the same price of $0.05 we are conducting this
offering. The percentage of the total outstanding common stock being offered by
the selling shareholders is approximately 22.5% based upon 9,040,000 of our
common shares that are issued and outstanding as of the date of this Prospectus.
There is no arrangement to address the possible effect of the concurrent primary
and secondary offerings on the price of the stock.
We will sell the shares only through Puneet Sharan, our president and a
director. Mr. Sharan will receive no commission from the sale of any shares. He
will not register as a broker/dealer under Section 15 of the Securities Exchange
Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions
under which a person associated with an issuer may participate in the offering
of the issuer's securities and not be deemed to be a broker/dealer. The
conditions are that:
1. The person is not subject to a statutory disqualification, as that
term is defined in Section 3(a)(39) of the Act, at the time of his
participation; and,
2. The person is not compensated in connection with his participation by
the payment of commissions or other remuneration based either directly
or indirectly on transactions in securities; and
-19-
3. The person is not at the time of their participation, an associated
person of a broker/-dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1
of the Exchange Act, in that he (A) primarily performs, or is intended
primarily to perform at the end of the offering, substantial duties
for or on behalf of the Issuer otherwise than in connection with
transactions in securities; and (B) is not a broker or dealer, or an
associated person of a broker or dealer, within the preceding twelve
(12) months; and (C) do not participate in selling and offering of
securities for any Issuer more than once every twelve (12) months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Mr. Sharan is not statutorily disqualified, is not being compensated, and is not
associated with a broker/dealer. He is and will continue to be our president and
a director at the end of the offering and has not been during the last twelve
months and is currently not a broker/dealer or associated with a broker/dealer.
Mr. Sharan has not during the last twelve months and will not in the next twelve
months offer or sell securities for another corporation. Mr. Sharan ceased being
a "broker" in 1997 and did not become an officer/director of our Company until
June, 2004. Pursuant to Canadian securities regulations, Mr. Sharan must be
employed and insured by a licensed Canadian brokerage house in order to be
employed as a broker. As such, as stated earlier, Mr. Sharan is not a "broker"
and has not been a "broker" for nearly seven years, since 1997. Mr. Sharan is
not selling any of his shares in this offering and has not sold any during the
last twelve months.
Only after our prospectus is effective by the SEC, do we intend to advertise,
through tombstones, and hold investment meetings in various provinces where the
offering will be registered. We will not use the Internet to advertise our
offering. We will also distribute the prospectus to potential investors at the
meetings and to our friends and relatives who are interested in us and a
possible investment in the offering.
We confirm that we have not engaged and will not be engaging a finder in
connection with this offering.
We intend to sell our shares outside of the United States of America only.
Offering Period and Expiration Date
This offering will start on the date of this prospectus and continue for a
period of 90 days. We may extend the offering period for an additional 90 days,
or unless the offering is completed or otherwise terminated by us.
Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you must
1. Execute and deliver a subscription agreement
2. Deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be made payable to "BOULDER CREEK
EXPLORATIONS, INC."
-20-
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All moneys from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours after
we receive them.
LEGAL PROCEEDINGS
We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.
Puneet Sharan, President of our company, was party to a disciplinary action by
the Vancouver Stock Exchange in August of 1997, for failing to appreciate the
trading patterns of certain client accounts while employed as a broker and
Approved Person of the Vancouver Stock Exchange. The action was based upon Mr.
Sharan's failure to meet the Vancouver Exchange's standard expected as a
gatekeeper while in the capacity of a broker. The matter was resolved by way of
settlement and is no longer a pending issue. The Company believes this
historical matter will have no impact on its future business prospects.
BUSINESS
General
We were incorporated in the State of Nevada on June 7, 2004. We are engaged in
the acquisition and exploration of mining properties. Our United States and
statutory registered agent's office is located at 2764 Lake Sahara Drive, Suite
111, Las Vegas, Nevada 89117, telephone (702) 851-1348, fax (702) 838-5130 and
our Vancouver Canada office is located at 1450 Sasamat Street, Vancouver,
British Columbia, V6R4G4, Canada. Our telephone number is (604) 719-8658. This
is the home of Puneet Sharan, our president. We currently use this space on a
rent-free basis.
We have no plans to change our business activities or to combine with another
business, and are not aware of any events or circumstances that might cause us
to change our plans. We have no revenues, have achieved losses since inception,
have no operations, have been issued a going concern opinion and rely upon the
sale of our securities to funds operations.
Background
In April 2004, our President, Puneet Sharan, acquired two mineral claims in
British Columbia, Canada by purchasing for C$2,360 the same from Clive Ashworth,
a non-affiliated third party. The claims are both located within the Lillooet
Mining Division of the Ministry of Sustainable Resource Management. Both the Pun
and Tim claims are four post claims, and they both consist of 18 units (one unit
represent 25 hectares). The claims are identified as follows:
Tenure Number Claim Name Issue Date Tag Number
------------- ---------- ---------- ----------
409538 Pun April 8, 2004 233318
409539 Tim April 8, 2004 233317
The Company plans to explore for the following mineralization deposits on the
properties: zinc, copper, silver, and gold. The Company cannot provide any
assurance or guarantee that any of the above minerals will be found on the
property.
-21-
On August 27, 2004 the Company entered into an Option Agreement with its sole
officer and director, Puneet Sharan whereby Mr. Sharan gives and grants to the
Company the sole and exclusive right and option to acquire an undivided 100% of
the right, title and interest of Mr. Sharan in and to the Claims for $1, subject
to consideration of the following:
(a) The Company, or its permitted assigns, incurring exploration
expenditures on the Claims of a minimum of $15,000 on or before
September 30, 2005;
(b) The Company, or its permitted assigns, incurring exploration
expenditures on the Claims of a further $40,000 (for aggregate minimum
exploration expenses of $55,000) on or before September 30, 2006; and
(c) Upon exercise of the Option, BCEI agrees to pay Vendor, commencing
January 1, 2008, the sum of $25,000 per annum for so long as BCEI, or
its permitted assigns, holds any interest in the Claims.
To date we have not performed any work on the claim nor have we spent any money
on research and development activities. We cannot provide any assurance
whatsoever that the claims will ever be productive. The claim is unencumbered
and there are no competitive conditions which affect it. Further, there is no
insurance covering the claim. We believe that no insurance is necessary since
the claim is unimproved and contains no buildings or improvements.
Canadian jurisdictions allow a mineral explorer to claim a portion of available
Crown lands as its exclusive area for exploration by depositing posts or other
visible markers to indicate a claimed area. The process of posting the area is
known as staking. The claims were staked prior to Mr. Sharan's purchase. The
claims are recorded in the name of Puneet Sharan to avoid paying an additional
fee. (The cost for a foreign corporation to record the claims is $500 per year
verses $25 for a Canadian resident.) Mr. Sharan has not provided us with a
signed or executed bill of sale in our favor. Mr. Sharan will issue a Bill of
Sale to a subsidiary corporation to be formed by us should mineralized material
be discovered on the property.
Under British Columbia law title to British Columbia mining claims can only be
held by British Columbia residents. In the case of corporations, title must be
held by a British Columbia corporation. Since we are an American corporation, we
can never possess legal mining claim to the land. In order to comply with the
law we would have to incorporate a British Columbia wholly owned
subsidiary-corporation and obtain audited financial statements. We believe those
costs would be a waste of our money at this time since the legal costs of
incorporating a subsidiary corporation, the accounting costs of audited
financial statements for the subsidiary corporation, together with the legal and
accounting costs of expanding this registration statement would cost many
thousands of dollars. Accordingly, we have elected not to create the subsidiary
at this time, but will do so if mineralized material is discovered on the
property.
In the event that we find mineralized material and the mineralized material can
be economically extracted, we will form a wholly owned British Columbia
subsidiary corporation and Mr. Sharan will transfer title to the property to the
wholly owned subsidiary corporation. We are in possession of the unrecorded deed
and the decision to record or not record is solely within our province. Should
Mr. Sharan transfer title to another person and that deed is recorded before we
record our documents, that other person will have superior title and we will
have none. If that event occurs, we will have to cease or suspend operations.
However, Mr. Sharan will be liable to us for monetary damages for breach of his
fiduciary duty to us. If that occurs, we would sue Mr. Sharan for the loss of
your investment.
-22-
All Canadian lands and minerals which have not been granted to private persons
are owned by either the federal or provincial governments in the name of Her
Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership
rights to Crown minerals are vested by the Canadian Constitution in the province
where the minerals are located. In the case of the Company's property, that is
the province of British Columbia. In the nineteenth century the practice of
reserving the minerals from fee simple Crown grants was established. Legislation
now ensures that minerals are reserved from Crown land dispositions. The result
is that the Crown is the largest mineral owner in Canada, both as the fee simple
owner of Crown lands and through mineral reservations in Crown grants. Most
privately held mineral titles are acquired directly from the Crown. The
Company's property is one such acquisition. Accordingly, fee simple title to the
Company's property resides with the Crown.
The Company's claims are mining leases issued pursuant to the British Columbia
Mineral Act. The lessee has exclusive rights to mine and recover all of the
minerals contained within the surface boundaries of the lease continued
vertically downward.
The property is unencumbered, that is there are no claims, liens, charges or
liabilities against the property, and there are no competitive conditions that
are the action of some unaffiliated third party, which could affect the
property. Further, there is no insurance covering the property and we believe
that no insurance is necessary since the property is unimproved and contains no
buildings or improvements.
To date we have not performed any work on the property. We are presently in the
exploration stage and we cannot guarantee that a commercially viable mineral
deposit, a reserve, exists in the property until further exploration is done and
a comprehensive evaluation concludes economic and legal feasibility. There are
no native land claims that affect title to the property. We have no plans to try
to interest other companies in the property if mineralization is found. If
mineralization is found, we will try to develop the property ourselves.
Current Project - Location and Access and Physiography
The Pun and Tim claim groups are located in the Lillooet Mining Division,
approximately 75 miles (120 kilometers) north of Vancouver, British Columbia and
9 miles (14.5 kilometers) east of Pemberton, British Columbia on the northwest
shore of Lillooet Lake.
Access to the claim group is by a logging road that begins at the Pemberton
airport and follows the west shore of Lillooet Lake through the claims.
The property is undeveloped. There are no plants or equipment located thereon.
There are no mines, open pit or underground, on the property. There is no power
source on the property. We intend to use gasoline powered generators for
electricity when we begin exploration.
Title to the two mining claims is recorded in the name of Puneet Sharan, our
President. There are no mortgages, liens, or other encumbrances against the
property.
There is no general competitive conditions to which the property is subject. We
are the only entity that can explore the property. The property is entirely
undeveloped and in the opinion of management does not need insurance coverage.
-23-
The property is on moderate to steep terrain. Elevation varies from 660 feet on
the lakeshore to 4500 feet at the northwest corner of the claims. Vegetation
consists of mature Douglas fir, Hemlock, and Spruce forest. Moderate weather
allows for field work throughout most of the year, however, winter storms may
cause delays or postponement of field work. There is no currently no equipment
or other infrastructure facilities on the property.
Property Status
The Pun and Tim Claims are held 100% by Puneet Sharan and consist of 18 units
each and are located in the Lillooet Mining Division of British Columbia. Mr.
Sharan purchased the claim group from Mr. Clive Ashworth. Total cost to maintain
the claims is $3,280 for purposes of maintaining the claims on an annual basis.
This fee includes the annual filing fee and cash in lieu of work on the claim as
required by Canadian Mining law.
In its ongoing research of the area, management has found vague references to
various work projects on the property over the last several decades. However,
absolutely no complete or conclusive research is available to management at the
time of this registration statement. Management will continue its attempt to
gather any previously documented information or research generated from any
historical work projects on the area.
The property is without known reserves and the proposed program is exploratory
in nature. Accordingly, management cannot guarantee or provide any assurance
that the claims will produce any commercially viable quantity of any precious
metal in the future. Investors should not conclude BCEI will be successful in
its exploration for a precious metal based upon the fact the property was
previously researched. Management does NOT have any research that indicates or
concludes that precious metals will be prevalent on the property.
Proposed Exploration Program
The Company must conduct exploration to determine what amount of minerals, if
any, exist on our property and if any minerals which are found can be
economically extracted and profitably processed. The Company plans to explore
for the following mineralization deposits on the properties: zinc, copper,
silver, and gold.
We intend to implement an exploration program which consists of core sampling.
Core sampling is the process of drilling holes to depths up to 1,400 feet in
order to extract samples of earth. We will hire a consultant to determine where
drilling will occur on the property. The samples will be tested to determine if
mineralized material is located on the property. Based upon the tests of the
core samples, we will determine if we will terminate operations; proceed with
additional exploration of the property; or develop the property. The proceeds
from this offering are designed to only fund the costs of core sampling and
testing. This exploration program should take approximately three months.
We estimate the cost of core sampling will be $20.00 per foot drilled. The
amount of drilling will be predicated upon the amount of money raised in this
offering and is estimated from a minimum $ 28,000 to a maximum of $ 112,000. We
estimate that an exploration consultant(s) will cost a minimum of $ 3,000 per
month to a maximum of $ 12,000 per month for services during the three month
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period or a total of $ 9,000 to $ 36,000. The total cost for analyzing the core
samples is estimated at $ 4,000 to $ 20,000. We anticipate drilling ninety days
after this offering is closed, weather permitting. To date, we have not paid any
fees for any exploration consultant. See "Use of Proceeds" specifically
"Exploration Expenditures" for a more detailed analysis of anticipated costs
associated with the exploration plan. The above costs are estimates made by the
Company based upon local costs for the specified work. The time frame for the
planned geological exploration program, which includes core drilling, sample
analysis and summary report, is estimated to take three months after the funds
are received by the Company from the Offering. As such, the Company will not be
able to proceed with a successful geological exploration program if the minimum
$50,000 (representing 25% of offered shares) is not raised. Accordingly, if the
minimum amount of $50,000 is not raised through this offering investors will
more than likely loose their entire investment.
We do not claim to have any minerals or reserves whatsoever at this time on the
property. At any phase, if we find that we do not have adequate funds to
complete a phase, we will suspend our operations and attempt to raise more money
so we can proceed. If we cannot raise the capital to proceed, we may be forced
to terminate operations altogether and investors would lose their entire
investment in the Company.
Competitive Factors
The minerals mining industry is fragmented. We compete with other exploration
companies looking for minerals. We are one of the smallest exploration companies
in existence. We are an infinitely small participant in the minerals mining
market. While we compete with other minerals exploration companies, there is no
competition for the exploration or removal of minerals from our property.
Readily available minerals markets exist in Canada and around the world for the
sale of precious metals. The Company believes it will be able to sell any
minerals that they are able to recover. However, the Company can make no
guarantee or provide any assurance that if it is able to sell minerals it will
result in a profit to the Company.
Regulations
Our mineral exploration program is subject to the Canadian Mineral Tenure Act
Regulation. This act sets forth rules for:
- locating claims - posting claims - working claims - reporting
work performed
We are also subject to the British Columbia Mineral Exploration Code, which
tells us how and where we can explore for minerals. We must comply with these
laws to operate our business. Compliance with these rules and regulations will
not adversely affect our operations.
Environmental Law
We are also subject to the Health, Safety and Reclamation Code for Mines in
British Columbia. This code deals with environmental matters relating to the
exploration and development of mining properties. Its goals are to protect the
environment through a series of regulations affecting:
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1. Health and safety
2. Archaeological sites
3. Exploration access
We are responsible to provide a safe working environment, not disrupt
archaeological sites, and conduct our activities to prevent unnecessary damage
to the property.
We will secure all necessary permits for exploration if development is warranted
on the property. We anticipate no discharge of water into active stream, creek,
river, lake, or any other body of water regulated by environmental law or
regulation. No endangered species will be disturbed. Restoration of the
disturbed land will be completed according to law. All holes, pits, and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the environmental law since the full nature and extent
of our proposed activities cannot be determined until we start our operations
and know what will be involved from an environmental standpoint.
We are in compliance with the act and will continue to comply with the act in
the future.
Employees
Currently our employee consists of our Officer and Director, who at present is
not being paid.
Employees and Employment Agreements
At present, we have no employees other than our Officer and Director, who has
not been compensated. There are no employment agreements in existence. We
presently do not have, pension, health, annuity, insurance, stock options,
profit sharing or similar benefit plans; however, we may adopt plans in the
future. There are presently no personal benefits available to our Director.
During the exploration phases we intend to use the services of subcontractors
for manual labor exploration work on the property and not hire employees.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward- looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking states are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.
We are a start-up corporation attempting to engage in exploration of minerals.
We have not yet generated or realized any revenues from business operations. The
Company as of July 31, 2005 has $ 7,337 of cash on hand. Management believes
this amount of proceeds will not be enough to satisfy its expenses for the next
twelve months. Expenses are estimated from July 2005 through July 2006 and
include fees associated with the drafting and filing of this prospectus and SEC
filing requirements after prospectus becomes effective (estimated at an
additional $2,500), and office administrative expenses($500) and ($3,300) for
annual maintenance of the claims.
The Company's officer and director, Mr. Sharan, has indicated that he would loan
the Company up to $15,000 within the next twelve months. To date, Mr. Sharan has
loaned the Company $3,000. The proceeds would be used for the purpose of
completing the registration process, including accounting, legal and filing
fees. Mr. Sharan has not provided the Company with any assurance or guarantee he
will in fact continue to loan all the funds required by the Company to complete
this registration. If a loan is provided by Mr. Sharan to the Company it would
be an unsecured loan. Accordingly, additional funds would be required to be
raised in order for the Company to continue as a going concern.
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Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin removing and selling minerals. Accordingly, we must raise cash from
sources other than the sale of minerals found on the property. Our only other
source for cash at this time is investments by others in this offering. We must
raise cash to implement our project and stay in business. The minimum amount of
the offering will allow us to operate for at least one year. Our success or
failure will be determined by what we find under the ground. The more money we
raise, the more core samples we can take. The more core samples we take, the
more thorough our exploration will be conducted. Since we do not know what we
will find under the ground, we cannot tell you if we will be successful even if
we raise the maximum amount of this offering. We will not begin exploration of
the property until we raise money from this offering.
To meet our need for cash we are attempting to raise money from this offering.
Whatever money we do raise, will be applied to the items set forth in the Use of
Proceeds section of this prospectus. If we find mineralized material and it is
economically feasible to remove the mineralized material, we will attempt to
raise additional money through a subsequent private placement, public offering
or through loans. If we do not raise all of the money we need from this offering
to complete our exploration of the property, we will have to find alternative
sources, like a second public offering, a private placement of securities, or
loans from our officers or others.
At the present time, we have not made any arrangements to raise additional cash,
other than through this offering. If we need additional cash and can't raise it
we will either have to suspend operations until we do raise the cash, or cease
operations entirely. If we raise the maximum amount of money from this offering,
it is estimated that it satisfy expenditures for twelve to fourteen months.
Other than as described in this paragraph, we have no other financing plans.
We will be conducting research in the form of exploration of the property. Our
exploration program is explained in as much detail as possible in the business
section of this prospectus. We are not going to buy or sell any plant or
significant equipment during the next twelve months. We will not buy any
equipment until have located a body of ore and we have determined it is
economical to extract the ore from the land. We do not intend to seek interest
from other companies in the property if we find mineralized materials as we
intend to try to develop the reserves ourselves. If we are unable to complete
any phase of exploration because we don't have enough money, we will cease
operations until we raise more money. Attempting to raise additional capital
after failing in any phase of our exploration plan would be difficult. As such,
if additional proceeds cannot be secured by us we will have to cease operations
and investors would lose their entire investment.
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Management does not plan to hire additional employees at this time. All of the
work on the property will be conduct by unaffiliated independent contractors
that we will retain and such services will be dependant on the amount of
proceeds we receive from this offering (See "Use of Proceeds"). The independent
contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The consultant(s) will evaluate the information
derived from the exploration and excavation and advise us on the economic
feasibility of removing the mineralized material. Management does not expect to
hire any employees within the next twelve months nor does it anticipate any
purchase or sale of plant or equipment.
Limited Operating History; Need for Additional Capital
There is no historical financial information about us upon which to base an
evaluation of our performance. Boulder Creek Explorations, Inc. was incorporated
in the State of Nevada in June of 2004; we are a start-up company with no
operations and are attempting to explore for precious metals and have not
generated any revenues from operations. We cannot guarantee we will be
successful in our business operations. Our business is subject to risks inherent
in the establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration of our properties, and possible
cost overruns due to price and cost increases in services (See "Risk Factors").
To become profitable and competitive, we must conduct research as to the
economic viability of exploration of our properties before we start production
of any minerals we may find. We are seeking equity financing though this
offering to provide for the capital required to implement our research and
exploration phases. Equity financing could result in additional dilution to
existing shareholders. There is no assurance we will receive the required
financing to conduct our intended exploration of the property (See "Use of
Proceeds" and "Risk Factors").
Even if we are successful in raising proceeds from this offering we have no
assurance that future financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to continue,
develop or expand our operations.
Off -Balance Sheet Arrangements
The Company has an Option Agreement in place with its sole officer and director,
Puneet Sharan whereby Mr. Sharan gives and grants to the Company the sole and
exclusive right and option to acquire an undivided 100% of the right, title and
interest of Mr. Sharan in and to the Claims for $1, subject to consideration of
the following:
(a) The Company, or its permitted assigns, incurring exploration
expenditures on the Claims of a minimum of $15,000 on or before
September 30, 2005;
(b) The Company, or its permitted assigns, incurring exploration
expenditures on the Claims of a further $40,000 (for aggregate minimum
exploration expenses of $55,000) on or before September 30, 2006; and
(c) Upon exercise of the Option, BCEI agrees to pay Vendor, commencing
January 1, 2008, the sum of $25,000 per annum for so long as BCEI, or
its permitted assigns, holds any interest in the Claims.
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The claims are located in British Columbia, Canada within the Lillooet Mining
Division of the Ministry of Sustainable Resource Management. Both the Pun and
Tim claims are four post claims, and they both consist of 18 units (one unit
represent 25 hectares.) We cannot provide any assurance whatsoever that the
claims will ever be productive in producing minerals.
The Company is dependent upon this proposed offering to obtain the funding for
the required amount of exploration for the Company to exercise the option to
acquire the rights to the claims from the current officer and director, Mr.
Sharan. Currently there is no written agreement in place with Mr. Sharan for the
renegotiation or extension of time to fulfill the requirements. However, Mr.
Sharan, who is an officer and director of the Company, has expressed he would
consider renegotiating the current option agreement in the future if it were in
the best interest of the Company. Investors should be aware that Mr. Sharan's
expression is neither a contract nor agreement between him and the Company.
There are no other off-balance sheet arrangements currently contemplated by
management or in place that are reasonably likely to have future effect on the
business, financial condition, revenue, or expenses and/or result of operations.
Results of Operations
Since inception, June 7, 2004 to July 31, 2005, BCEI has spent a total of
$17,823 on start-up costs. BCEI has not generated any revenue from business
operations. All proceeds currently held by BCEI are the result of the sale of
common stock. To date, the bulk of start-up costs have included legal,
accounting, a computer, and miscellaneous administrative expenses including
office supplies. In addition approximately $3,280 was allocated to the
maintenance of the mining claims, which is an annual fee required to maintain
the claim.
Liquidity and Capital Resources
As of the date of this registration statement, we have yet to generate any
revenues from our business operations. On July 10, 2004 BCEI issued 7,000,000
shares of common stock to the sole director and President for cash proceeds of
$0.001 per share. In September and October of 2004 BCEI issued 2,040,000 common
shares for cash proceeds of $0.0075 per share. As of July 31, 2005, our total
assets were $8,477, which includes $7,337 in cash and our total liabilities were
$4,000, which includes a $3,000 loan from the officer/director.
MANAGEMENT
Officers and Directors
Our sole director serves until his successor is elected and qualified. Our sole
officer is elected by the board of directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The board of directors has no nominating, auditing or compensation
committees.
The name, address, age and position of our present sole officer and director is
set forth below:
Name and Address Age Position(s)
- ------------------------------ --- ---------------------------------------
Puneet Sharan 40 President, Principal Executive Officer,
1450 Sasamat Street Treasurer and Principal Financial
Vancouver, BC Canada V6R 4G4 Officer and sole member of the Board of
Directors
The persons named above have held their offices/positions since inception of our
company and are expected to hold their offices/positions until the next annual
meeting of our stockholders.
Background of Officers and Directors
Since June 2004, Puneet Sharan has been our president, chief executive officer,
treasurer, chief financial officer and the sole member of the board of
directors. Mr. Sharan, 40, received a Bachelors Degree in Commerce from the
University of British Columbia in 1987. From 1987 to 1998, Mr. Sharan worked as
a stockbroker in British Columbia. From 1998 to 2000, Mr Sharan was the General
Manager of Forefront Ventures in Chihuahua, Mexico. He oversaw the construction
of a 75-ton per day floatation mill for gold and silver in the Yoquivo mining
district in Chihuahua. From 2000 to 2002 he worked as an independent stock
market consultant with various public companies. Since 2003 Mr. Sharan has
worked for Canadian Toys Vending in operations. He managed a distribution
division in China for 7 months in 2003 and is currently working from their
Vancouver headquarters.
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Conflicts of Interest
At the present time, we do not foresee a direct conflict of interest because we
do not intend to acquire any additional properties. The only conflict that we
foresee is Mr. Sharan's devotion of time to projects that do not involve us. In
the event that Mr. Sharan ceases devoting time to our operations, he has agreed
to resign as an officer and director.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us from inception on
June 7, 2004 through June 30, 2005. The compensation addresses all compensation
awarded to, earned by, or paid to our named executive officer for the fiscal
year ending 2004. This information includes the dollar value of base salaries,
bonus awards and number of stock options granted, and certain other
compensation, if any.
Summary Compensation Table
Long-Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Securities
Restricted
Other Under Shares or Other
Annual Options/ Restricted Annual
Names Executive Compen- SARs Share LTIP Compen-
Officer and Year Salary Bonus sation Granted Units Payouts sation
Principal Ended (US$) (US$) (US$) (#) (US$) (US$) (US$)
Position
Puneet Sharan 2004 0 0 0 0 0 0 0
President
We have not paid any salaries in 2004, and we do not anticipate paying any
salaries at any time in 2004 or for the first three quarters of 2005. We will
not begin paying salaries until we have adequate funds to do so. There are no
other stock option plans, retirement, pension, or profit sharing plans for the
benefit of our officer and director other than as described herein.
Long-Term Incentive Plan Awards
We not have any long-term incentive plans that provide compensation intended to
serve as incentive for performance.
Compensation of Directors
Our directors do not receive any compensation for serving as members of the
board of directors. As of the date hereof, we have not entered into employment
contracts with any of our officers and do not intend to enter into any
employment contracts until such time as it profitable to do so.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
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a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by each of our directors, officers and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what their ownership will
be assuming completion of the sale of all shares in this offering. The
stockholder listed below has direct ownership of his shares and possesses sole
voting and dispositive power with respect to the shares.
Number of Percentage of
Shares After Ownership After
Number of Offering the Offering
Shares Assuming all Assuming all of
Name and Address Before the of the Shares the Shares are
Beneficial Ownership [1] Offering are Sold Sold
Puneet Sharan
1450 Sasamat Street 7,000,000 7,000,000 54%
Vancouver, British Columbia
V6R 4G4 Canada
All Officers and Directors 7,000,000 7,000,000 54%
as a Group (1 person)
[1] The persons named above may be deemed to be a "parent" and "promoter"
of our company, within the meaning of such terms under the Securities
Act of 1933, as amended, by virtue of his/its direct and indirect stock
holdings. Mr. Sharan is the only "promoter" of our company.
Future Sales by Existing Stockholders
A total of 7,000,000 shares of common stock were issued to our sole officer and
director, all of which are restricted securities, as defined in Rule 144 of the
Rules and Regulations of the SEC promulgated under the Securities Act. Under
Rule 144, the shares can be publicly sold, subject to volume restrictions and
restrictions on the manner of sale, commencing one year after their acquisition
commencing on July 10, 2005. Under Rule 144, a shareholder can sell up to 1% of
total outstanding shares every three months in brokers' transactions. Shares
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purchased in this offering, which will be immediately resalable, and sales of
all of our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering.
Because our sole officer and director will control us after the offering,
regardless of the number of shares sold, your ability to cause a change in the
course of our operations is eliminated. As such, the value attributable to the
right to vote is gone. This could result in a reduction in value to the shares
you own because of the ineffective voting power. No common stock is subject to
outstanding options, warrants or securities convertible into common stock.
DESCRIPTION OF SECURITIES
Common Stock
Our authorized capital stock consists of 75,000,000 shares of common stock, par
value $0.001 per share. The holders of our common stock:
* have equal ratable rights to dividends from funds legally available if and
when declared by our board of directors;
* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;
* do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights; and
* are entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
We refer you to our Articles of Incorporation, Bylaws and the applicable
statutes of the State of Nevada for a more complete description of the rights
and liabilities of holders of our securities.
Non-cumulative Voting
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, present
stockholders will own approximate 70% of our outstanding shares.
Cash Dividends
As of the date of this prospectus, we have not paid any cash dividends to
stockholders. The declaration of any future cash dividend will be at the
discretion of our board of directors and will depend upon our earnings, if any,
our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
Anti-Takeover Provisions
There are no Nevada anti-takeover provisions that may have the affect of
delaying or preventing a change in control. 78.378 through 78.3793 of the Nevada
Revised Statutes relates to control share acquisitions that may delay to make
more difficult acquisitions or changes in our control, however, they only apply
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when we have 200 or more stockholders of record, at least 100 of whom have
addresses in the state of Nevada appearing on our stock ledger and we do
business in this state directly or through an affiliated corporation. Neither of
the foregoing events seems likely will occur. Currently, we have no Nevada
shareholders and since this offering will not be made in the state of Nevada, no
shares will be sold to Nevada residents. Further, we do not do business in
Nevada directly or through an affiliate corporation and we do not intend to do
business in the state of Nevada in the future. Accordingly, there are no
anti-takeover provisions that have the affect of delaying or preventing a change
in our control.
Reports
After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.
Stock Transfer Agent
We have not engaged the services of a transfer agent at this time, however,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, BCEI will act as its own transfer agent.
CERTAIN TRANSACTIONS
Puneet Sharan, our President and sole Director, has not received and will not
receive anything of value, directly or indirectly, from us and we have not
received and will not receive any assets, services or other consideration from
Mr. Sharan, other than the possible transfer of the mineral claims from his
name.
The potential transfer of the mineral claims are based upon Option Agreement the
Company has in place with its sole officer and director, Puneet Sharan whereby
Mr. Sharan gives and grants to the Company the sole and exclusive right and
option to acquire an undivided 100% of the right, title and interest of Mr.
Sharan in and to the Claims for $1, subject to consideration of the following:
(a) The Company, or its permitted assigns, incurring exploration
expenditures on the Claims of a minimum of $15,000 on or before
September 30, 2005;
(b) The Company, or its permitted assigns, incurring exploration
expenditures on the Claims of a further $40,000 (for aggregate minimum
exploration expenses of $55,000) on or before September 30, 2006; and
(c) Upon exercise of the Option, BCEI agrees to pay Vendor, commencing
January 1, 2008, the sum of $25,000 per annum for so long as BCEI, or
its permitted assigns, holds any interest in the Claims.
The claims are located in British Columbia, Canada within the Lillooet Mining
Division of the Ministry of Sustainable Resource Management. Both the Pun and
Tim claims are four post claims, and they both consist of 18 units (one unit
represent 25 hectares.) The Company cannot provide any assurance whatsoever that
the claims will ever be productive in producing minerals in the future.
In July 2004, we issued a total of 7,000,000 shares of restricted common stock
to Puneet Sharan, our sole officer and director, for total consideration of
$7,000. This was accounted for as a purchase of common stock. In September and
October 2004, we issued 2,040,000 common shares for total consideration of
$15,300, which was accounted for as a purchase of common stock.
The Company's officer and director, Mr. Sharan, has indicated that he would loan
the Company up to $15,000 within the next twelve months. The proceeds would be
used for the purpose of completing the registration process, including
accounting, legal and filing fees. Mr. Sharan has not provided the Company with
any assurance or guarantee he will in fact loan all the funds required by the
Company to complete this registration. If a loan is provided by Mr. Sharan to
the Company it would be an unsecured loan.
LITIGATION
We are not a party to any pending litigation and none is contemplated or
threatened.
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EXPERTS
Our financial statements have been audited for the period from inception to
February 28, 2005. Our financial statements have been reviewed for the period
ending July 31, 2005 by MacKay LLP Chartered Accountants, 1100 - 1177 West
Hastings Street, Vancouver, British Columbia Canada V6E 4T5 as set forth in
their report included in this prospectus. Their report is given upon their
authority as experts in accounting and auditing.
James N. Barber, Attorney at Law, Suite 100, Bank One Tower 50 West Broadway,
Salt Lake City, UT 84101 has acted as our legal counsel. Mr. Barber opined on
the legality of the 6,040,000 shares of common stock offered through this
prospectus.
FINANCIAL STATEMENTS
Our fiscal year end is October 31. We will provide audited financial statements
to our stockholders on an annual basis; the statements will be prepared by a
Registered Public Accountant Firm.
Our financial statements immediately follow:
FINANCIAL STATEMENTS
Auditor's Report
Statement of Operations and Deficit F3
Balance Sheet F4
Statement of Stockholders' Equity F5
Statement of Cash Flows F6
NOTES TO THE FINANCIAL STATEMENTS F7-F10
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Boulder Creek Explorations, Inc.
(an exploration stage company)
Financial Statements
July 31, 2005
(unaudited)
Boulder Creek Explorations, Inc.
(an exploration stage company)
Financial Statements
(unaudited)
- --------------------------------------------------------------------------------
July 31, 2005
- --------------------------------------------------------------------------------
Balance Sheet F3
Statement of Operations and Deficit F4
Statement of Stockholders' Equity F5
Statement of Cash Flows F6
Notes to the Financial Statements F7 - F10
-F2-
BOULDER CREEK EXPLORATIONS, INC.
(an exploration stage company)
BALANCE SHEET
(unaudited)
================================================================================
July 31, October 31,
2005 2004
================================================================================
ASSETS
CURRENT ASSETS
- --------------------------------------------------------------------------------
Cash $ 7,337 $ 19,106
- --------------------------------------------------------------------------------
FIXED ASSETS (net of depreciation) 1,440 --
- --------------------------------------------------------------------------------
$ 8,477 $ 19,106
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 1,000 $ 3,000
Due to related party (Note 5) 3,000 --
- --------------------------------------------------------------------------------
4,000 3,000
- --------------------------------------------------------------------------------
GOING CONCERN (Note 1)
STOCKHOLDERS' EQUITY (Note 4)
Common stock, 75,000,000 shares authorized with
$0.001 par value
Issued and outstanding
9,040,000 common s 9,040 9,040
Additional paid in 13,260 13,260
Deficit accumulated during exploration stage (17,823) (6,194)
- --------------------------------------------------------------------------------
4,477 16,106
- --------------------------------------------------------------------------------
$ 8,477 $ 19,106
================================================================================
Approved by the Sole Director:
_____________________________ Director
The accompanying notes are an integral part of these financial statements.
-F3-
BOULDER CREEK EXPLORATIONS, INC.
(an exploration stage company)
STATEMENT OF OPERATIONS
(unaudited)
========================================================================================================
Three month Three month Nine month Nine month June 7, 2004
period ended period ended period ended period ended (inception) to
July 31, 2005 July 31, 2004 July 31, 2005 July 31, 2004 July 31, 2005
=======================================================================================================
ADMINISTRATIVE EXPENSES
Bank charges $ -- $ -- $ 1 $ -- $ 101
Mining property costs 40 1,779 3,346 1,779 5,503
Office and general 795 -- 1,220 -- 1,353
Professional fees 1,000 -- 5,235 -- 9,039
Regulatory and filing fees 85 411 1,827 411 1,827
- -------------------------------------------------------------------------------------------------------
1,920 2,190 11,629 2,190 17,823
- -------------------------------------------------------------------------------------------------------
NET LOSS FOR THE PERIOD $ (1,920) $ (2,190) $ (11,629) $ (2,190) $ (17,823)
=======================================================================================================
BASIC LOSS PER SHARE $ (0.00) -- $ (0.00) -- $ (0.00)
=======================================================================================================
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 9,040,000 -- 9,040,000 -- 6,792,381
=======================================================================================================
The accompanying notes are an integral part of these financial statements.
-F4-
BOULDER CREEK EXPLORATIONS, INC.
(an exploration stage company)
STATEMENT OF STOCKHOLDERS EQUITY
FOR THE PERIOD FROM JUNE 7, 2004 (INCEPTION) TO JULY 31, 2005
============================================================================================
Deficit
Accumulated
Additional During the
Number of Paid in Exploration
shares Par value Capital Stage Total
===========================================================================================
July 10, 2004 issue common
shares for cash, to director
and President 7,000,000 $ 7,000 $ -- $ -- $ 7,000
September 23, 2004 issue
common shares for cash 1,760,000 1,760 11,440 -- 13,200
October 15, 2004 issue
common shares for cash 280,000 280 1,820 -- 2,100
Net loss for the period ended
October 31, 2004 -- -- -- (6,194) (6,194)
- -------------------------------------------------------------------------------------------
Balance, October 31, 2004 9,040,000 $ 9,040 $ 13,260 $ (6,194) $ 16,106
Net loss for the period ended
July 31, 2005 -- -- -- (11,629) (11,629)
- -------------------------------------------------------------------------------------------
Balance, July 31, 2005 9,040,000 $ 9,040 $ 13,260 $ (17,823) $ 4,477
===========================================================================================
The accompanying notes are an integral part of these financial statements.
-F5-
Boulder Creek Explorations, Inc.
(an exploration stage company)
STATEMENT OF CASH FLOWS
(unaudited)
================================================================================
June 7,
2004
Nine month Nine month (inception)
period period to
ended July ended July July 31,
31, 2005 31, 2004 2005
================================================================================
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $(11,628) $ (2,190) $(17,823)
Adjustments to reconcile net loss to net
cash from operating activities:
Depreciation 60 -- 60
Changes in working capital assets and
liabilities
Accounts payable (2,000) 2,190 1,000
- --------------------------------------------------------------------------------
NET CASH FLOWS FROM OPERATING ACTIVITIES (13,568) -- (16,763)
CASH FLOWS FROM INVESTING ACTIVITIES
Fixed assets (1,200) -- (1,200)
- --------------------------------------------------------------------------------
NET CASH FLOWS USED IN INVESTING ACTIVITIES (1,200) -- (1,200)
- --------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- -- 22,300
Advances payable - related parties 3,000 -- 3,000
- --------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 3,000 -- 25,300
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH (11,768) -- 7,337
CASH, BEGINNING OF PERIOD 19,105 --
- --------------------------------------------------------------------------------
CASH, END OF PERIOD $ 7,337 $ -- $ 7,337
================================================================================
SUPPLEMENTAL DISCLOSURE WITH RESPECT TO
CASH FLOWS:
Cash paid for Interest $ -- $ -- $ --
================================================================================
Cash paid for income taxes $ -- $ -- $ --
================================================================================
The accompanying notes are an integral part of these financial statements.
-F6-
BOULDER CREEK EXPLORATIONS, INC.
(an exploration stage company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
JULY 31, 2005
================================================================================
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
- --------------------------------------------------------------------------------
The company was incorporated in the State of Nevada on June 7, 2004. The company
is engaged in the business of natural resource exploration in the Province of
British Columbia, Canada.
Going concern
The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a going concern. Accordingly, they do not
give effect to adjustment that would be necessary should the company be unable
to continue as a going concern and therefore be required to realize its assets
and retire its liabilities in other than the normal course of business and at
amounts different from those in the accompanying financial statements. The
company's ability to continue as a going concern is dependent upon achieving
profitable operations and/or upon obtaining additional financing. The outcome of
these matters can not be predicted at this time.
Unaudited Interim Financial Statements
The accompanying unaudited interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of Regulation
S-B. They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements. However,
except as disclosed herein, there have been no material changes in the
information disclosed in the notes to the financial statements for the year
ended October 31, 2004 included in the Company's Form SB-2 filed with the
Securities and Exchange Commission. The interim unaudited consolidated financial
statements should be read in conjunction with those financial statements
included in the Form SB-2. In the opinion of Management, all adjustments
considered necessary for a fair presentation, consisting solely of normal
recurring adjustments, have been made. Operating results for the nine months
ended July 31, 2005 are not necessarily indicative of the results that may be
expected for the year ending October 31, 2005.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
Exploration Stage Company
The Company is considered to be in the exploration stage as defined in Statement
of Financial Accounting Standards No. 7.
Natural Resource Properties
Natural resource properties consist of exploration and mining concessions,
options and contracts. Acquisitions, leasehold costs and exploration costs are
expensed as incurred until an independent feasibility study has determined that
the property is capable of economic commercial production.
Foreign Currency Translation
The Company's functional currency is the United States Dollar. Assets and
liabilities denominated in other currencies are translated at year-end exchange
rates, revenue and expense items are translated at the average rate of exchange
on the day of the transaction. Gains and losses from foreign currency
transactions are included in the statement of operations.
Loss Per Share
Basic loss per share is calculated using the weighted average number of shares
outstanding. The Company uses the treasury stock method of calculating fully
diluted per share amounts whereby any proceeds from the exercise of stock
options or other dilutive instruments are assumed to be used to purchase common
shares at the average market price during the period.
-F7-
BOULDER CREEK EXPLORATIONS, INC.
(an exploration stage company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
JULY 31, 2005
================================================================================
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- --------------------------------------------------------------------------------
Financial Instruments
All significant financial assets, financial liabilities and equity instruments
of the company are either recognized or disclosed in the financial statements
together with other information relevant for making a reasonable assessment of
future cash flows, interest rate risk and credit risk. Where practicable the
fair values of financial assets and financial liabilities have been determined
and disclosed; otherwise only available information pertinent to fair value has
been disclosed.
Estimates
The preparation of financial statements in conformity with US generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements, and the reported
amounts of revenues and expenditures during the reporting period. Actual results
could differ from those reported.
Income Taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes". A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities.
Recent Accounting Pronouncements
In May 2003, the FASB issued SFAS No. 150, "Accounting for certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS No.
150"). SFAS 150 requires that certain financial instruments issued in the form
of shares that are mandatorily redeemable as well as certain other financial
instruments be classified as liabilities in the financial statements. SFAS No.
150 is effective for financial instruments entered into or modified after May
31, 2003.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based
Payments. For public companies, the cost of employee services received in
exchange for equity instruments generally should be measured at fair value at
the grant date. The cost of employee services received in exchange for an award
of liability instruments should be measured initially at fair value and
re-measured subsequently at each reporting date through the settlement date.
Public entities that file as small business issuers must comply as of the
beginning of the first interim or annual reporting period that begins after
December 15, 2005.
In addition, the FASB and Emerging Issues Task Force ("EITF") have issued a
variety of interpretations including the following interpretations with wide
applicability:
Financial Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities", which addresses the consolidation of variable interest entities
(formerly referred to as "Special Purpose Entities"). The Interpretation is
generally in effect for interim or annual periods beginning after December 15,
2003.
-F8-
BOULDER CREEK EXPLORATIONS, INC.
(an exploration stage company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
JULY 31, 2005
================================================================================
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
- --------------------------------------------------------------------------------
Recent Accounting Pronouncements (continued)
In November 2002, the EITF reached a consensus on Issue 00-21, "Revenue
Arrangements with Multiple Deliverables" ("EITF 00-21"). This consensus
addresses issues related to separating and allocating value to the individual
elements of a single customer arrangement involving obligations regarding
multiple products, services, or rights which may be fulfilled at different
points in time or over different periods of time. EITF 00-21 guidance is
applicable for arrangements entered into in fiscal periods beginning after June
15, 2003.
The adoption of these new pronouncements is not expected to have a material
effect on the company's financial position or results of operations.
NOTE 3 - NATURAL RESOURCES PROPERTIES AND RELATED EXPLORATION DEVELOPMENT
- --------------------------------------------------------------------------------
The Company has acquired through its President, an option to purchase a 100%
undivided interest in two mining claims in the Lillooet Mining Division of
British Columbia, Canada. The claims are named TIM and PUN and comprise of 36
claims.
Under the claim agreement, annual payments of $25,000 commencing January 1, 2008
are required as long as an interest is held in the claims, and minimum
exploration expenditures of $15,000 and $40,000 are required on or before
September 30, 2005 and 2006.
In March 2005 the Company paid $3,306 to the British Columbia Ministry of Mines
for a one year renewal on the Company's mineral claims.
NOTE 4 - STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
The Company's capitalization is 75,000,000 common shares with a par value of
$0.001 per share.
As at July 31 2005 the Company has not granted any stock options and has not
recorded any stock-based compensation.
On July 10, 2004 the Company issued 7,000,000 common shares at $0.001 per share
to the sole director and President of the Company for net cash proceeds of
$7,000 to the Company.
On September 23, 2004 the Company issued 1,760,000 common shares to several
investors at $0.0075 per share for net cash proceeds of $13,200 to the Company.
On October 15, 2004 the Company issued 280,000 shares to one investor at $0.0075
per share for net cash proceeds of $2,100 to the Company.
NOTE 5 - RELATED PARTY TRANSACTIONS
- --------------------------------------------------------------------------------
The Company reimbursed the sole director and President, $640 for office expenses
and $1,250 for a computer paid on behalf of the Company during the period ended
July 31, 2005
The Company entered into an option agreement to purchase mining claims (note 3),
the annual payments will be made to the sole director and President.
-F9-
BOULDER CREEK EXPLORATIONS, INC.
(an exploration stage company)
NOTES TO FINANCIAL STATEMENTS
(unaudited)
JULY 31, 2005
================================================================================
NOTE 5 - RELATED PARTY TRANSACTIONS (continued)
- --------------------------------------------------------------------------------
Boulder Creek Explorations, Inc. owes the sole director and President of the
Company $3,000. There are no definite repayment terms or accruing interest.
-F10-
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
MacKay LLP Chartered Accountants, from their Vancouver, British Columbia office,
are our auditors. There have not been any changes in or disagreements with
accountants on accounting and financial disclosure or any other matter.
Part II. INFORMATION NOT REQUIRED IN THE PROSPECTUS
Other Expenses of Issuance and Distribution
The estimated expenses of the offering, whether or not all shares are sold, all
of which are to be paid by the registrant, are as follows:
Legal and Accounting 4,000 4,000 4,000 4,000
SEC Filing Fee 77 77 77 77
Printing 250 250 250 250
Transfer Agent 2,500 2,500 2,500 2,500
TOTAL $ 6,827 $ 6,827 $ 6,827 $ 6,827
------- ------- ------- --------
Recent Sales of Unregistered Securities
(a) Prior sales of common shares
BCEI is authorized to issue up to 75,000,000 shares of common stock with a par
value of $0.001. As of July 31, 2005 we had issued 7,000,000 common shares to
the sole director and officer for total consideration of $7,000. In addition we
have issued 2,040,000 common shares for total consideration of $15,300 to a
total of eight (8) registered shareholders all of whom are resident outside the
United States. There are no United States shareholders of record who own shares
in BCEI.
BCEI is not listed for trading on any securities exchange in the United States,
and there has been no active market in the United States or elsewhere for the
common shares.
During the past year, BCEI has sold the following securities which were not
registered under the Securities Act of 1933, as amended:
July 10, 2004
BCEI issued 7,000,000 common shares to the sole director and President of the
Company for cash proceeds of $0.001 per share.
September 23, 2004 - October 15, 2004
BCEI issued 2,040,000 common shares to eight (8) individual investors for cash
proceeds of $0.0075 per share.
We issued the foregoing restricted shares of common stock to the above named
eight (8) individuals pursuant to Regulation S of the Securities Act of 1933.
None of the above are deemed to be accredited investors and each was in
possession of all material information relating to Boulder Creek. Further, no
-35-
commissions were paid to anyone in connection with the sale of the shares and no
general solicitation was made to anyone.
All of the above investors are normally resident outside of the United States;
the transaction took place outside the U.S.; no directed selling efforts were
made in the U.S. by Boulder Creek, any distributor, any affiliate or any person
acting on behalf of the foregoing; the securities were offered and sold in a
foreign (Canada) directed offering to residents thereof and in accordance with
the rules and regulations of the B.C. Securities Commission.
(b) Use of proceeds
We have spent a portion of the proceeds of the above private placements to pay
for costs associated with this registration statement and we expect the balance
of the proceeds will be mainly applied to further costs of this prospectus and
administrative costs.
We shall report the use of proceeds on our first periodic report filed pursuant
to sections 13(a) and 15(d) of the Exchange Act after the effective date of this
registration statement and thereafter on each of our subsequent periodic reports
through the later of the disclosure of the application of the offering proceeds
or disclosure of the termination of this offering.
EXHIBITS
The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.
Exhibit No. Document Description
- ----------- --------------------
* 3.1 Articles of Incorporation
* 3.2 Bylaws of Boulder Creek Explorations, Inc.
* 4.1 Specimen Stock Certificate
5.1 Opinion of James N. Barber regarding the legality of the
securities being registered
*10.1 Option To Purchase Agreement
23.1 Consent of MacKay LLP Chartered Accountants
*99.1 Subscription Agreement
* Previously filed with Form SB-2 on December 17, 2004
(b) Description of Exhibits
*Exhibit 3.1
- ------------
Articles of Incorporation of Boulder Creek Explorations, Inc. dated June 7,
2004.
*Exhibit 3.2
- ------------
Bylaws of Boulder Creek Explorations, Inc.
*Exhibit 4.1
- ------------
Specimen Stock Certificate.
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Exhibit 5.1
- -----------
Opinion of James N. Barber Attorney At Law, Suite 100, Bank One Tower 50 West
Broadway, Salt Lake City, UT dated July 12, 2005 regarding the legality of the
securities being registered in this registration statement.
*Exhibit 10.1
- -------------
Option To Purchase Agreement between Boulder Creek Explorations, Inc. and Puneet
Sharan of Vancouver, B.C., dated August 27, 2004 to acquire a 100% interest in
the Pun and Tim mining claims.
Exhibit 23.1
- ------------
Consent of MacKay LLP Chartered Accountants, 1100 - 1177 West Hastings Street,
Vancouver, British Columbia Canada V6E 4T5 regarding the use in this
registration statement of their report of the auditors and financial statements
of Boulder Creek Explorations for the period ending February 28, 2005.
*Exhibit 99.1
- -------------
Subscription Agreement
* Previously filed with Form SB-2 on December 17, 2004.
UNDERTAKINGS
Presently the director and officer of BCEI are not covered by liability
insurance. However, BCEI's Articles of Incorporation state that the Corporation
may indemnify its officers, directors, employees and agents to the full extent
permitted by the laws of the State of Nevada. No other statute, charter
provision, by-law, contract or other arrangement to insure or indemnify a
controlling person, director or officer of BCEI exists which would affect his
liability in that capacity.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities, other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding, is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by itself is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-37-
The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3) of the
Securities Act;
b. To reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered, if the
total dollar value of securities offered would not exceed that which
is registered, any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424 (b) if, in the
aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
c. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.
-38-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on this Form SB-2 and authorized this registration
statement and has duly caused this Form SB-2 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Richmond,
British Columbia, on this 12th day of August, 2005.
Boulder Creek Explorations, Inc.
BY: /s/ "Puneet Sharan" Puneet Sharan, President Chief Executive Officer,
Principal Financial Officer and Sole Director
Know all men by these present, that each person whose signature appears below
constitutes and appoints Puneet Sharan, as agent, with full power of
substitution, for his and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
or blue sky filings, granting unto said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying the confirming all that said
attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Form SB-2
registration statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- ------------------- ------------------------------------- ---------------
President, Chief Executive Officer,
/s/ "Puneet Sharan" Principal Accounting Officer and Sole August 17, 2005
Director
-39-