UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2008
Commission file number 333-132258
Oliver Creek Resources Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 20-3866475
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
250 - 5135 Camino Al Norte,
North Las Vegas, NV 89031
(Address of Principal Executive Offices & Zip Code)
(702)441-0447
(Telephone Number)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Non-accelerated filer [ ]
Accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting Smaller reporting
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
As of January 31, 2008, the registrant had 2,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of January 31, 2008.
OLIVER CREEK RESOURCES INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Business 3
Item 1A. Risk Factors 10
Item 2. Properties 12
Item 3. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Securities Holders 12
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 13
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 13
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 26
Item 9A. Controls and Procedures 26
Part III
Item 10. Directors and Executive Officers 28
Item 11. Executive Compensation 28
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 31
Item 13. Certain Relationships and Related Transactions 31
Item 14. Principal Accounting Fees and Services 32
Part IV
Item 15. Exhibits 32
Signatures 32
2
PART I
ITEM 1. BUSINESS
GENERAL INFORMATION
Oliver Creek Resources Inc. (the "Company") was incorporated in the State of
Nevada on November 30, 2005 to engage in the acquisition, exploration and
development of natural resource properties. We intend to use the net proceeds
from our offering to develop our business operations. (See "Business of the
Company" and "Use of Proceeds".) We are an exploration stage company with no
revenues and a limited operating history. The principal executive offices are
located at 250 - 5135 Camino Al Norte, North Las Vegas, NV 89031. The telephone
number is (702) 441-0447.
As of January 31, 2007 we had generated no revenues. We have been issued an
opinion by our auditor that raises substantial doubt about our ability to
continue as a going concern based on our current financial position.
We have a total of 75,000,000 authorized common shares with a par value of
$0.001 per share and 2,000,000 common shares issued and outstanding as of
January 31, 2007.
We have completed a form SB-2 Registration Statement under the Securities Act of
1933 with the U.S. Securities and Exchange Commission registering 1,000,000
units at a price of $0.05 per unit. Each unit consisted of one share and one
share purchase warrant. Each share purchase warrant was valid for a period of
two years from the date of the prospectus and expired on March 22, 2008 with
none being exercised. The offering was completed on June 12, 2006 for total
proceeds to the company of $50,000 (1,000,000 units at $0.05).
On October 12, 2006 our common stock shares were approved for trading on the
Over-the-Counter Bulletin Board under the symbol OVCR.
The one property in the Company's portfolio, on which the net proceeds of the
offering will be spent, is the Thistle Claim, consisting of 32 cell units staked
and recorded online as per British Columbia Regulations. The mineral claims have
a total surface area of approximately 677 hectares (1,673 acres). The property
is located 16 kilometers (10 miles) southeast of Port Alberni, British Columbia
on Vancouver Island. Access is provided to the claim off the main Port Alberni
to Bampton road via logging roads. The topography and relief is fairly rugged
extending from 400 meters (1,312 feet) to 1200 meters (3,937 feet) in elevation.
There is not a plant or any equipment currently located on the property.
At the current time the property is without known reserves and the proposed
program is exploratory in nature. We have commenced with the first phase of our
out any exploration program. The future cost of exploration work on the property
is disclosed in detail in the Plan of Operation section.
The initial exploration phase is being supported by generators, however; hydro
electrical power lines are located in the area. Water required for exploration
and development of the claim is available from the major river drainages that
flow year round as well as many subsidiary creeks.
The initial phase of exploration consists of the detailed geological mapping of
all roads within and buttressing the claim and silt sampling of every drainage
or draw (soil sampling if necessary). This work is important in establishing the
base and anomalous geochemical values and the structural implication of the
drainages as faults or contacts. The Phase I budget will cover detailed
geological mapping; silt (soil if necessary) geochemical sampling, geophysical
3
surveying and trenching of the defined zones; and prospecting. It is estimated
to cost $44,000 and take approximately 8 weeks to complete. We have recently
commenced Phase 1 of the exploration program.
The Phase II exploration program is contingent upon the success of the Phase I
program and our ability to raise additional funds to cover the costs. Diamond
drilling is foreseen to be the logical next step. The minimum estimated cost of
the Phase II program is $195,000 and will take approximately four months to
complete, including the collection and interpretation of all exploration data.
Based on previous work in the area and the zones on the Thistle Claim, our
geologist considers the property an attractive exploration target for copper and
gold mineralization. In general we would like to have indications that the
mineralization is worth at least US $100 per ton (gross metal value) to further
explore and develop the claim. If a large mineralized vein system is present the
project could be developed on a large scale and conversely if a smaller
mineralization vein system is present then the property could be developed on a
smaller scale. In the event that a mineral body that is amiable to bulk mining
(open pit) style development is located then we estimate the mineralization
should be worth at least $US 10 per ton (gross metal value).
The discussions contained herein are management's estimates. Because we have
only recently commenced our exploration program we cannot provide a more
detailed discussion of our plans if we find a viable store of minerals on our
property, as there is no guarantee that exploitable mineralization will be
found, the quantity or type of minerals if they are found and the extraction
process that will be required. We are also unable to assure you we will be able
to raise the additional funding necessary to proceed with any subsequent work on
the claims if mineralization is found in Phase 1.
ACQUISITION OF THE THISTLE CLAIM
The claim is currently held in trust in the name of our president, Bruce
Thomson. The claim was purchased from Kokanee Placer, Ltd., an unrelated mining
property vendor, for $500 CDN (approximately $435 USD).
Tenure
Claim Name Units Record # Expiry Date Map Sheet Owner
- ---------- ----- -------- ----------- --------- -----
THISTLE 1 10 508188 Mar 1/07 MO92F02E B. Thomson
THISTLE 4 22 528359 Feb 15/07 MO92F02E B. Thomson
TOTAL 32 UNITS 676.90 Hectares
REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE
Title to the property has been granted to our president and director, Bruce
Thomson, who holds the claim in trust for the Company. To obtain a Free Miner's
Certificate, which is required to hold a mining claim in British Columbia,
Section 8(1) of the B.C. Mineral Tenure Act (MTA) stipulates that a corporation
must be registered under the British Columbia Business Corporations Act. Section
8(2) of the MTA stipulates that an individual applicant must either be a
resident of Canada or be authorized to work in Canada. As the corporation is not
registered in British Columbia the claim is held in trust for the company by Mr.
Thomson, as he is eligible as a Canadian citizen. The mineral title claim has
been registered with the Government of British Columbia and a title search has
been done to ensure there are no competing claims to the property.
4
All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. For our claim this would require $2,708 in exploration costs for
year 1 through 3, and $5,416 per year thereafter. In order to retain title to
the property exploration work costs must be recorded and filed with the British
Columbia Department of Energy Mines and Petroleum Resources ("BCDM"). The BCDM
charges a filing fee, equal to 10% of the value of the work recorded, to record
the work.
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
The claim is located southeast of Port Alberni, British Columbia on Vancouver
Island. Access is provided to the claim off the main Port Alberni to Bamfield
road via logging roads. The property is accessible 6 kilometres (4 miles) up a
logging road from the Port Alberni - Bamfield road.
The climate is mild, typical of the Vancouver Island area, and is such that the
lower and middle elevations will be workable year round with little difficulty.
Higher ground may require snow machines or similar track mounted vehicles. All
the major river drainages flow year round as do many subsidiary creeks.
The area is an active logging region with plenty of heavy equipment and
operators available for hire. Most live in Port Alberni, Parkside or Nanimo. All
these population centres, totalling almost 20,000 people, are within a one hour
drive of the project and provide all amenities including police, hospitals,
groceries, fuel, helicopter services, hardware and other necessary items.
Drilling companies and assay facilities are located in Campbell River on the
island or in Vancouver.
[MAP SHOWING THE PROPERTY LOCATION]
5
[MAP SHOWING THE CLAIMS OUTLINE]
PHYSIOGRAPHY
The topography and relief is fairly rugged extending from 400 meters (1,312
feet) to 1200 meters (3,937 feet) in elevation. The forested slopes are being
actively logged with some areas of re-growth typical of this area of British
Columbia. There is a mix of cedar, hemlock, spruce trees with alder, willow and
cottonwood on old roads and poorly drained areas. Undergrowth brush is salal,
devil's club and assorted berry bushes.
HISTORY
Gold was discovered in the area in the late part of the 19th century. Initial
exploration occurred at that time with several showings around the Debbie Mine
being discovered and developed by trenching and adits.
6
A second period of discovery and exploitation occurred in the mid to late 1930's
and early 1940's which saw several new showings discovered and the bulk of the
showings and occurrences were mined, including the Thistle Mine to the north of
this property. Some post-war mining occurred but most of the area was
under-explored until the 1980's.
During this last period of activity in the 1980's Westmin developed a reserve on
the Debbie Mine area of 471,956 tonnes grading 6.23 grams (Minfile Report # 092F
079). Three showings were identified on or adjacent to the property; Thistle
(Minfile Report # 092F 083); Saddle (Minfile Report # 092F 442); and Douglas
(Minfile Report # 092F 443) during this period.
Little further exploration has been conducted in the area since the 1980's.
Previous work completed in the area is helpful as it provides some indication as
to the type, grades and location of minerals present in the area, though there
is no guarantee the previous work will result in any exploitable mineral
deposits on our claim.
REGIONAL GEOLOGY
This area is part of the Insular belt of the Cordillera of volcanics,
crystalline rocks and minor sediments of the geological province of Wrangallia
and represents its western most portion. This terrain is the trailing edge of
the Wrangallia geologic province as it was being rafted on to the North American
Craton.
The eastern portion of Vancouver Island is underlain by the Palaeozoic Sicker
Group sediments and Upper Triassic basalts with minor carbonates and clastic
sediments. These units which underlie the subject property of this report have
been intruded by the Early -Middle Jurassic Island Plutonic Suite (granodiorite
- - monzonite - diorite) which is coeval or late stage part of the volcanic island
arc sequence.
Basaltic flows and pillow basalt of the Triassic Karmutsen Formation (Vancouver
Group) are underlain by a complexly inter-layered succession of volcanics and
sediments of the Paleozoic Sicker and Mississippian to Lower Permian Buttle Lake
groups. These include basaltic flows, agglomerates and bedded tuffs of the Upper
Devonian McLaughlin Ridge Formation (Myra Formation), Sicker Group and
limestones and marbles of the Upper Pennsylvannian to Lower Permian Mount Mark
Formation (Buttle Lake Group, previously Buttle Lake Formation).
PROPERTY GEOLOGY AND MINERALIZATION
Basaltic flows and pillow basalt of the Triassic Karmutsen Formation (Vancouver
Group) are underlain by a complexly inter- layered succession of volcanics and
sediments of the Paleozoic Sicker and Mississippian to Lower Permian Buttle Lake
groups. These include basaltic flows, agglomerates and bedded tuffs of the Upper
Devonian McLaughlin Ridge Formation (Myra Formation), Sicker Group and
limestones and marbles of the Upper Pennsylvannian to Lower Permian Mount Mark
Formation (Buttle Lake Group, previously Buttle Lake Formation).
Disseminated to massive sulphide mineralization, consisting of pyrite,
chalcopyrite and minor pyrrhotite plus sulphide rich quartz-carbonate veins,
occur in sheared pyritic quartz-sericite schists with chloritized mafic volcanic
flows ("Mine Flow Unit") and tuffs of the Upper Devonian McLaughlin Ridge
Formation. One zone of semi-massive pyrite, up to 10 centimetres thick and 50
centimetres long, occurs in McLaughlin Ridge basalts on the property which a
sample across the zone assayed 2.1 grams per ton gold.
Drilling in 1988 in this area, encountered a stockwork of hematitic
quartz-carbonate veinlets containing disseminated pyrrhotite and chalcopyrite
assayed 1.19 grams per tonne gold, 0.0024 per cent copper, 0.0023 per cent zinc,
7
trace silver and trace lead. Another occurrence of copper-gold mineralization in
basaltic rocks of the McLaughlin Ridge Formation assayed 2.47 grams per tonne
gold and 0.16 per cent copper. Mineralization is associated with the common
chloritic alteration, but chlorite-epidote-carbonate-quartz alteration is also
present.
Mineralization consists of pyrite, chalcopyrite and galena in quartz veins with
associated quartz-carbonate and sericite alteration in sheared pillowed
volcanics and breccia was also found on the southern part of the claim. The
alteration occurs over a width of 100 metres and to the east finely laminated
argillite with 10 - 20% pyrite occurs as an inlier between basaltic and cherty
tuff. Assays of almost 2 grams gold were recorded.
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in Canada and around the world for
the sale of gold, copper and other minerals. Therefore, we will likely be able
to sell any gold, copper or other minerals that we are able to recover.
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services. If we are unsuccessful in securing
the products, equipment and services we need we may have to suspend our
exploration plans until we are able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.
The initial steps of exploration can be carried out without permitting or
notification to any government body as it is deemed "low-disturbance/low-impact"
by the British Columbia Department of Energy Mines and Petroleum Resources
(BCDM).
With respect to the mechanized trenching or diamond drilling a plan of operation
will need to be filed with the BCDM. This plan will detail the extent, location
and amount of surface disturbance for the trenching and/or drilling. As the
amount of trenching and drilling (initially) will be limited, the permit should
be issued within 30 days. We will be required to obtain a refundable bond in the
amount of $3,000 - $5,000 (depending on the anticipated amount of disturbance).
The bond is to ensure that we reclaim or repair the disturbance caused by the
trenching and drilling. Usually this reclaiming work entails filling in and
smoothing the surface at trenching sites, clean up and removal of any work
material, and seeding native grass/plants at the site of any disturbance.
8
In the event that trees larger than 6 inches in diameter need to be cut down, a
permit will need to be obtained from the BC Ministry of Forests. This usually
takes less than 30 days to obtain. We will try to adjust the areas we work at
and trench around larger trees (initially) to avoid any disturbance to larger
trees. If the disturbance to larger trees is unavoidable then a permit to cut
will be obtained.
There are nominal costs involved in obtaining the BCDM or Forestry permits (less
than $100.00). The bond required by the BCDM is returned (with interest) upon
proper clean up of the site. There will be costs for the crew and equipment
required to fill in the trenches etc., but as heavy equipment is available
locally, and the amount of disturbance is expected to be minimal, the costs will
be most likely be less than $2,000. (1 day - crew & equipment)
All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. In order to retain title to the property exploration work costs must
be recorded and filed with the British Columbia Department of Energy Mines and
Petroleum Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the
value of the work recorded, to record the work.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
We paid $2,000 CDN ($1,745 US) for the geology report.
NUMBER OF EMPLOYEES
We currently have two employees, both of which are our executive officers,
namely, Bruce Thomson and Samantha Thomson. Mr. Thomson currently devotes 7 - 10
hours per week to company matters and after receiving funding he plans to devote
as much time as the board of directors determines is necessary to manage the
affairs of the company. Ms. Thomson, currently devotes approximately 5 hours per
month to company matters, but will be available to assist Mr. Thomson with some
of his duties as and when needed. There are no formal employment agreements
between the company and our current employees.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements including filing Form
10K-SB annually and Form 10Q-SB quarterly. In addition, we will file Form 8K and
other proxy and information statements from time to time as required. We do not
intend to voluntarily file the above reports in the event that our obligation to
file such reports is suspended under the Exchange Act. The public may read and
copy any materials that we file with the Securities and Exchange Commission,
("SEC"), at the SEC's Public Reference Room at 100 F Street NE, Washington, DC
20549. The public may obtain information on the operation of the Public
9
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC.
ITEM 1A. RISK FACTORS
WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We have only recently commenced exploration on the Thistle Claim.
Accordingly, we have no way to evaluate the likelihood that our business
will be successful. We were incorporated on November 30, 2005 and to date
have been involved primarily in organizational activities and the
acquisition of the mineral claim. We have not earned any revenues.
Potential investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered
in light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties
that we plan to undertake. These potential problems include, but are not
limited to, unanticipated problems relating to exploration, and additional
costs and expenses that may exceed current estimates. Prior to completion
of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues. We expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from development of the Thistle
Claim and the production of minerals from the claim, we will not be able to
earn profits or continue operations. There is no history upon which to base
any assumption as to the likelihood that we will prove successful, and it
is doubtful that we will generate any operating revenues or ever achieve
profitable operations. If we are unsuccessful in addressing these risks,
our business will most likely fail.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.
Our directors have no professional training or technical credentials in the
field of geology and specifically in the areas of exploring, developing and
operating a mine. As a result, we may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the
sector without the aid of qualified geological consultants. Management's
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use.
Consequently our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR OLIVER CREEK WHICH
INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS
CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 3 of our accompanying financial statements, our
limited exploration stage and our lack of any guaranteed sources of future
capital create substantial doubt as to our ability to continue as a going
concern. If our business plan does not work, we could remain as a start-up
company with limited operations and revenues.
THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE
RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.
There is the likelihood of our mineral claim containing little or no
economic mineralization or reserves of gold, copper or other minerals. We
have a geological report detailing previous exploration in the area, and
the claim has been prospected, sampled, staked and phase 1 of the
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exploration program has been commenced. However; there is the possibility
that the previous work was not carried out properly and the Thistle Claim
does not contain any reserves, resulting in any funds spent by us on
exploration being lost.
IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.
If our exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claim into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the
minerals, investor acceptance of our claims and general market conditions.
These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. The most likely source of future
funds presently available to us is through the sale of equity capital. Any
sale of share capital will result in dilution to existing shareholders. We
may be unable to obtain any such funds, or to obtain such funds on terms
that we consider economically feasible.
IF ACCESS TO OUR MINERAL CLAIM IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.
It is possible that snow or rain could cause the mining roads providing
access to our claim to become impassable. We anticipate being able to
access the lower to middle elevations of our mineral claim year around with
little difficulty, however, the higher ground may require snow machines or
similar track mounted vehicles during the winter months. If the roads are
impassable we would be delayed in our exploration timetable.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral
claim exploration and development. Under Canadian mining law, engaging in
certain types of exploration requires work permits, the posting of bonds,
and the performance of remediation work for any physical disturbance to the
land. While these current laws will not affect our initial exploration
phase, if we identify exploitable minerals and proceed to phase two which
includes drilling operations on the Thistle Claim, we will incur regulatory
compliance costs based upon the size and scope of our operations. In
addition, new regulations could increase our costs of doing business and
prevent us from exploring for and the exploitation of ore deposits. In
addition to new laws and regulations being adopted, existing laws may be
applied to mining that have not as yet been applied. These new laws may
increase our cost of doing business with the result that our financial
condition and operating results may be harmed.
BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM
OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.
Our continued success will be dependent on the growth of demand for ore. If
consumer demand slows our revenues may be significantly affected. This
could limit our ability to generate revenues and our financial condition
and operating results may be harmed.
THE LOSS OF THE SERVICES OF BRUCE OR SAMANTHA THOMSON COULD SEVERELY IMPACT OUR
BUSINESS OPERATIONS AND FUTURE DEVELOPMENT.
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Our performance is substantially dependent upon the professional expertise
of our officers Bruce and Samantha Thomson. The loss of their services
could have an adverse effect on our business operations, financial
condition and operating results if we are unable to replace them with other
individuals qualified to develop our exploration business. This could
result in a loss of revenues, resulting in a reduction of the value of our
shares.
BECAUSE OUR CURRENT OFFICERS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE
OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Bruce Thomson, the president and a director of the company, currently
devotes approximately 7 to 10 hours per week providing management services
to us. Samantha Thomson, the secretary and a director of the company,
currently devotes approximately 5 hours per month to the company, but will
be available to assist Mr. Thomson with some of his duties as and when
needed. While our executive officers presently possess adequate time to
attend to our interests, it is possible that the demands on them from their
other obligations could increase, with the result that they would no longer
be able to devote sufficient time to the management of our business. This
could negatively impact our business development.
ITEM 2. PROPERTIES
We currently utilize space at the premises of Bruce Thomson, an officer and
director of the company. The company pays Mr. Thomson $100 per month rent. The
premises are located at 6952 Lanark Street, Vancouver BC, Canada V5P 2Z7. The
facilities include an answering machine, a fax machine, computer and office
equipment. We intend to use these facilities for the time being until we feel we
have outgrown them. We currently have no investment policies as they pertain to
real estate, real estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders during the
year ended January 31, 2008.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since October 12, 2006 our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board under the symbol OVCR. There has been no active
trading market and thus no high and low sales prices to report.
SHARES AVAILABLE UNDER RULE 144
There are currently 1,000,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
1,000,000 shares are held by our officer and director. In general, under Rule
144 as amended, a person who has beneficially owned and held restricted
securities for at least six months, including affiliates, may sell publicly
without registration under the Securities Act, within any three-month period,
assuming compliance with other provisions of the Rule, a number of shares that
do not exceed the greater of(i) one percent of the common stock then outstanding
or, (ii) the average weekly trading volume in the common stock during the four
calendar weeks preceding such sale.
HOLDERS
As of January 31, 2008, we have 2,000,000 Shares of $0.001 par value common
stock issued and outstanding held by 29 shareholders of record.
The stock transfer agent for our securities is Holladay Stock Transfer, 2939
North 67th Place, Scottsdale, Arizona 85251, telephone (480)481-3940.
DIVIDENDS
We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We have generated no revenue since inception and have incurred $30,342 in
expenses through January 31, 2008.
Our cash in the bank at January 31, 2008 was $30,853. Cash provided by financing
activities since inception is as follows:
1. On November 30, 2005, a total of 1,000,000 shares of Common Stock were
issued to Mr. Thomson, a director, in exchange for cash in the amount
of $10,000, or $.01 per share.
2. During the months of April - June, 2006 1,000,000 units from the
Company's registered SB-2 offering were sold reflecting 1,000,000
shares of common stock at issued price $0.05 per share for a total of
13
$50,000. Each unit consisted of one share and one share purchase
warrant. Each share purchase warrant was valid for a period of two
years from the date of the prospectus, expiring on March 22, 2008.
None of the warrants were exercised prior to expiration.
Our plan of operation for the first twelve months after the receipt of our
funding was to complete the initial phase of exploration on the claim consisting
of the detailed geological mapping of all roads within and buttressing the
claims and silt sampling of every drainage or draw. This work is important in
establishing the base and anomalous geochemical values and the structural
implication of the drainages as faults or contacts. The Phase I budget covered
detailed geological mapping; silt geochemical sampling, geophysical surveying
and trenching of the defined zones; and prospecting. The geologist has completed
the field work of Phase 1 of the exploration program on the claim and we have
recently received his report. We are currently in discussion with him as to the
merit of the claim and his professional opinion regarding proceeding to Phase II
if we can raise the necessary funding.
We do not intend to purchase any significant property or equipment, nor incur
any significant changes in employees during the next 12 months. For the period
from inception to January 31, 2008, we had no revenues and incurred net
operating losses of $30,342, consisting of general and administrative expenses
primarily incurred in connection with the preparation and filing of our SB-2
Registration Statement and periodic reports as well as our exploration program.
GOING CONCERN
Oliver Creek Resources Inc. is an exploration stage company and currently has no
operations. Our independent auditor has issued an audit opinion for Oliver Creek
Resources which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.
PLAN OF OPERATION
Following is an outline of our exploration program:
PHASE I
The initial phase of exploration on the claim consisted of the detailed
geological mapping of all roads within and buttressing the claims and silt
sampling of every drainage or draw. This work was important in establishing the
base and anomalous geochemical values and the structural implication of the
drainages as faults or contacts. The Phase I budget covered detailed geological
mapping; silt geochemical sampling, geophysical surveying and trenching of the
defined zones; and prospecting.
BUDGET - PHASE I (ALL FIGURE ARE US$)
1. Geological Mapping including rock assays $12,000
2. Geochemical surveying; soil and silts 300 samples & assays $ 8,000
3. Equipment rental vehicles & materials $ 5,000
4. Fuel, Food, Field Supplies $ 3,800
5. Geophysical Surveying (magnetometer and VLF EM) $11,000
6. Trenching & sampling $ 2,200
7. Report writing, Supervision, Travel $ 2,000
-------
GRAND TOTAL - PHASE I $44,000
=======
14
PHASE II:
The Phase II exploration program is contingent on the success of the Phase I
program. Diamond drilling is foreseen to be the logical next step. The minimum
estimated cost of the Phase II program is $195,000. The soonest we would
anticipate beginning Phase II would be in summer 2008.
1. Follow-up Detailed Geology & Sampling $ 13,000
2. Drilling 1000 metres at $105/metre $105,000
3. Assays 400 @ $20 per assay $ 8,000
4. Permitting $ 25,000
5. Supervision, Travel Report preparation and Contingency $ 44,000
--------
GRAND TOTAL - PHASE II $195,000
========
The above program costs are management's estimates based upon the
recommendations of the professional geologist's report and the actual project
costs may exceed our estimates.
The geologist has completed the field work of Phase 1 of the exploration program
on the claim and we have recently received his report. We are currently in
discussion with him as to the merit of the claim and his professional opinion
regarding proceeding to Phase II if we can raise the necessary funding.
Following phase one of the exploration program, if it proves successful in
identifying mineral deposits and we are able to raise the necessary funds, of
which there is no guarantee, we intend to proceed with phase two of our
exploration program. The estimated cost of this program is $195,000 and will
take approximately four months to complete.
Subject to financing and the positive results of our Phase 1 exploration, we
anticipate commencing the second phase of our exploration program in summer
2008. We will require additional funding to proceed with the second phase of
recommended work which includes drilling on the claim. We cannot provide
investors with any assurance that we will be able to raise sufficient funds to
fund any work after the first phase of the exploration program.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements.
15
ITEM 8. FINANCIAL STATEMENTS
Chang G. Park, CPA, Ph. D.
* 371 E STREET * CHULA VISTA o CALIFORNIA 91910-2615 *
* TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480
* E-MAIL changgpark@gmail.com *
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders
Oliver Creek Resources, Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheets of Oliver Creek Resources, Inc.
(the exploration stage "Company") as of January 31, 2008 and 2007 and the
related statements of operations, changes in shareholders' equity and cash flows
for the years then ended and for the period from November 30, 2005 (inception)
to January 31, 2008. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial positions of Oliver Creek Resources, Inc.
as of January 31, 2008 and 2007, and the results of its operations and its cash
flows for the years then ended and the period of November 30, 2005 (inception)
to January 31, 2008 in conformity with U.S. generally accepted accounting
principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Chang Park
- --------------------------------
CHANG G. PARK, CPA
April 2, 2008
San Diego, CA. 91910
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
16
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
January 31, January 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 30,853 $ 45,810
Deposit -- 2,500
-------- --------
TOTAL CURRENT ASSETS 30,853 48,310
-------- --------
$ 30,853 $ 48,310
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts Payable 1,000 2,200
Loan Payable - (related party) 195 420
-------- --------
TOTAL CURRENT LIABILITIES 1,195 2,620
-------- --------
TOTAL LIABILITIES 1,195 2,620
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 2,000,000 shares issued and outstanding
as of January 31, 2008 and January 31, 2007) 2,000 2,000
Additional paid-in capital 58,000 58,000
Deficit accumulated during exploration stage (30,342) (14,310)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 29,658 45,690
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 30,853 $ 48,310
======== ========
See Notes to Financial Statements
17
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Statements of Operations
- --------------------------------------------------------------------------------
November 30, 2005
(inception)
Year Ended Year Ended through
January 31, January 31, January 31,
2008 2007 2008
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
OPERATING COSTS
Administrative Expenses 8,532 9,000 17,539
Professional fees 7,500 5,400 12,900
---------- ---------- ----------
TOTAL OPERATING COSTS 16,032 14,400 30,439
OTHER INCOME (EXPENSES)
Gain from currency exchange -- 97 97
---------- ---------- ----------
TOTAL OTHER INCOME -- 97 97
---------- ---------- ----------
NET INCOME (LOSS) $ (16,032) $ (14,303) $ (30,342)
========== ========== ==========
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.01) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 2,000,000 1,641,096
========== ==========
See Notes to Financial Statements
18
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Statement of Changes in Stockholders' Equity
From November 30, 2005 (Inception) through January 31, 2008
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, NOVEMBER 30, 2005 -- $ -- $ -- $ -- $ --
Stock issued for cash on November 30, 2005
@ $0.01 per share 1,000,000 1,000 9,000 10,000
Net loss, January 31, 2006 (8) (8)
--------- ------ ------- -------- --------
BALANCE, JANUARY 31, 2006 1,000,000 1,000 9,000 (8) 9,992
--------- ------ ------- -------- --------
Stock issued for cash from SB-2 offering
@ $0.05 per share 1,000,000 1,000 49,000 50,000
Net loss, January 31, 2007 (14,303) (14,303)
--------- ------ ------- -------- --------
BALANCE, JANUARY 31, 2007 2,000,000 2,000 58,000 (14,310) 45,690
--------- ------ ------- -------- --------
Net loss, January 31, 2008 (16,032) (16,032)
--------- ------ ------- -------- --------
BALANCE, JANUARY 31, 2008 2,000,000 $2,000 $58,000 $(30,342) $ 29,658
========= ====== ======= ======== ========
See Notes to Financial Statements
19
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Statements of Cash Flows
- --------------------------------------------------------------------------------
November 30, 2005
(inception)
Year Ended Year Ended through
January 31, January 31, January 31,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(16,032) $(14,303) $(30,342)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in Deposit 2,500 (2,500) --
Increase (decrease) in Accounts Payable (1,200) 2,200 1,000
Increase (decrease) in Loan Payable - (related party) (225) 390 195
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (14,957) (14,213) (29,147)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 1,000 2,000
Additional paid-in capital -- 49,000 58,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 50,000 60,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (14,957) 35,787 30,853
CASH AT BEGINNING OF PERIOD 45,810 10,022 --
-------- -------- --------
CASH AT END OF PERIOD $ 30,853 $ 45,810 $ 30,853
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
20
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2008
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Oliver Creek Resources Inc. (the Company) was incorporated under the laws of the
State of Nevada on November 30, 2005. The Company was formed to engage in the
acquisition, exploration and development of natural resource properties.
The Company is in the exploration stage. Its activities to date have been
limited to capital formation, organization and development of its business plan.
The Company has commenced the initial phase of its exploration program.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a January 31, year-end.
B. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective November 30, 2005 (inception).
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
21
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2008
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
E. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will be not realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
F. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In February 2007, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities," which gives companies
the option to measure eligible financial assets, financial liabilities and firm
commitments at fair value (i.e., the fair value option), on an
instrument-by-instrument basis, that are otherwise not permitted to be accounted
for at fair value under other accounting standards. The election to use the fair
value option is available when an entity first recognizes a financial asset or
financial liability or upon entering into a firm commitment. Subsequent changes
in fair value must be recorded in earnings. SFAS No. 159 is effective for
financial statements issued for fiscal years beginning after November 15, 2007.
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurement." This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 applies under other accounting pronouncements
that require or permit fair value measurements. The FASB having previously
concluded in those accounting pronouncements that fair value is the relevant
measurement attribute. Accordingly, this statement does not require any new fair
value measurements. However, for some entities, the application of this
statement will change current practice. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years.
22
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2008
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In December 2007, the FASB issued SFAS No. 141 (revised December 2007),
"Business Combinations" ("SFAS 141R"), which replaces FASB Statement No. 141,
"Business Combinations." This statement requires an acquirer to recognize
identifiable assets acquired, liabilities assumed, and any non-controlling
interest in the acquiree at the acquisition date, measured at their full fair
values at that date, with limited exceptions. Assets and liabilities assumed
that arise from contractual contingencies as of the acquisition date must also
be measured at their acquisition-date full fair values. SFAS 141R requires the
acquirer to recognize goodwill as of the acquisition date, and in the case of a
bargain purchase business combination, the acquirer shall recognize a gain.
Acquisition-related costs are to be expensed in the periods in which the costs
are incurred and the services are received. Additional presentation and
disclosure requirements have also been established to enable financial statement
users to evaluate and understand the nature and financial effects of business
combinations. SFAS 141R is to be applied prospectively for acquisition dates on
or after the beginning of the first annual reporting period beginning on or
after December 15, 2008.
In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements" ("SFAS 160"). SFAS 160 requires
non-controlling interests to be treated as a separate component of equity,
rather than a liability or other item outside of equity. This statement also
requires the amount of consolidated net income attributable to the parent and
the non-controlling interest to be clearly identified and presented on the face
of the income statement. Changes in a parent's ownership interest, as long as
the parent retains a controlling financial interest, must be accounted for as
equity transactions, and should a parent cease to have a controlling financial
interest, SFAS 160 requires the parent to recognize a gain or loss in net
income. Expanded disclosures in the consolidated financial statements are
required by this statement and must clearly identify and distinguish between the
interest of the parent's owners and the interests of the non-controlling owners
of a subsidiary. SFAS 160 is to be applied prospectively for fiscal years
beginning on or after December 15, 2008, with the exception of presentation and
disclosure requirements, which shall be applied retrospectively for all periods
presented.
The adoption of these new Statements, when effective, is not expected to have a
material effect on the Company's financial position, results of operations, or
cash flows.
23
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2008
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had no operations during the period from November 30, 2005
(inception) to January 31, 2008 and generated a net loss of $30,342. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the exploration stage and has
minimal expenses, management believes that the company's current cash of $30,853
is sufficient to cover the expenses they will incur during the next twelve
months in a limited operations scenario or until they raise additional funding.
NOTE 4. WARRANTS AND OPTIONS
There are currently 2,000,000 warrants outstanding exercisable at a price of
$.10 per share expiring March 22, 2008. There are currently no outstanding
options to acquire any additional shares of common.
NOTE 5. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. Between
February 1, 2006 and January 31, 2007 the Company paid a director $100 per month
for use of office space and services. Both officers and directors of the Company
are involved in other business activities and may, in the future, become
involved in other business opportunities as they become available, they may face
a conflict in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
As of January 31, 2008, there is a total of $195 that is due to Bruce Thomson
with no specific repayment terms.
NOTE 6. INCOME TAXES
As of January 31, 2008
----------------------
Deferred tax assets:
Net operating tax carryforwards $ 10,316
Other 0
--------
Gross deferred tax assets 10,316
Valuation allowance (10,316)
--------
Net deferred tax assets $ 0
========
24
OLIVER CREEK RESOURCES INC.
(An Exploration Stage Company)
Notes to Financial Statements
January 31, 2008
NOTE 6. INCOME TAXES (CONTINUED)
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 7. NET OPERATING LOSSES
As of January 31, 2008, the Company has a net operating loss carryforwards of
approximately $30,342. Net operating loss carryforward expires twenty years from
the date the loss was incurred.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued, or whichever is more readily
determinable.
On November 30, 2005 the Company issued a total of 1,000,000 shares of common
stock to one director for cash in the amount of $0.01 per share for a total of
$10,000.
On June 12, 2006 the Company issued 1,000,000 units from the Company's
registered SB-2 offering reflecting 1,000,000 shares of common stock.
As of January 31, 2008 the Company had 2,000,000 shares of common stock issued
and outstanding.
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of January 31, 2008:
Common stock, $ 0.001 par value: 75,000,000 shares authorized; 2,000,000 shares
issued and outstanding.
25
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is recorded, processed, summarized and reported within the time periods
specified in Securities and Exchange Commission rules and forms relating to our
company, particularly during the period when this report was being prepared.
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.
A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.
26
Under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, management conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of the
Evaluation Date, based on the framework set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation under this framework, management
concluded that our internal control over financial reporting was not effective
as of the Evaluation Date.
Management assessed the effectiveness of the Company's internal control over
financial reporting as of Evaluation Date and identified the following material
weaknesses:
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.
INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on the
Company's Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures.
Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.
Management, including our Chief Executive Officer and Chief Financial Officer,
has discussed the material weakness noted above with our independent registered
public accounting firm. Due to the nature of this material weakness, there is a
more than remote likelihood that misstatements which could be material to the
annual or interim financial statements could occur that would not be prevented
or detected.
This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date.
27
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
The directors and officers of Oliver Creek Resources Inc., whose one year terms
will expire 11/30/08, or at such a time as their successor(s) shall be elected
and qualified are as follows:
Date
Name & Address Age Position First Elected Term Expires
- -------------- --- -------- ------------- ------------
Bruce Thomson 59 President, 11/30/05 11/30/08
6952 Lanark Street Treasurer,
Vancouver, BC CFO, CEO &
Canada V5P 2Z7 Director
Samantha Thomson 28 Secretary, 11/30/05 11/30/08
203 - 1508 West 2nd Avenue Director
Vancouver, BC
Canada V6J 1H2
The foregoing persons are promoters of Oliver Creek Resources, as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Mr. Thomson currently devotes 7 - 10 hours per week to company matters. Ms.
Thomson, currently devotes approximately 5 hours per month to company matters,
but will be available to assist Mr. Thomson with some of his duties as and when
needed. Mr. Thomson intends to devote as much time as the board of directors
deems necessary to manage the affairs of the company in the future.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
RESUMES
BRUCE THOMSON has been the President, CEO, Treasurer, CFO, and Director of the
Company since inception. From August 2004 to the present he has been President,
CEO and a Director of Premium Petroleum Inc., a publicly-traded Wyoming
corporation trading on the Pink Sheets that is in business of oil and gas
exploration and development. From May 2004 to the present he has been Chairman
of Hallmark Financial Solutions Inc. of Vancouver, BC, a privately-held British
Columbia corporation, providing consulting and investment services. From 2000 to
2004 he was a self-employed business consultant involved in venture capital
finance operating out of Vancouver, BC.
28
Mr. Thomson graduated in 1970 from the University of British Columbia located in
Vancouver, BC, obtaining the degree of Bachelor of Applied Science in Electrical
Engineering (B.A.Sc.). Through option courses he also completed 50% of the
required credits toward an MBA degree while studying engineering. In 1991 he
passed the Canadian Securities Course from the Canadian Securities Institute and
obtained a securities license allowing him to practice as an investment advisor
to do venture capital financing and retail brokerage in Canada, which he did
until April 2000.
During the period of 1982 to 1987 Mr. Thomson was a founding shareholder and
director of Hycroft Resources and Development Corporation, a successful gold
mining company which traded on the Toronto Stock Exchange. After raising over
$50,000,000 in funding, the company's Cowfoot Project near Winnemucca, Nevada,
the property was put into production and yielded over 100,000 ounces of gold per
year for 12 years.
Mr. Thomson has over 30 years of entrepreneurial business experience in private
and public companies, with expertise in management, marketing, and finance.
SAMANTHA THOMSON has been the Secretary and a Director of the Company since
inception. Since June 2004 she has been working as a Corporate Finance Associate
for Craigdarloch Holdings Ltd. in Vancouver, BC; a Private Equity Fund that
invests primarily in real estate development and various small venture capital
projects. From May 2004 to the present she has been President of Hallmark
Financial Solutions Inc. of Vancouver, BC, a privately held British Columbia
corporation, providing consulting and investment services. From January 2003 to
June 2004 she worked for Optimum Public Relations, a division of Cossette
Communication; the largest marketing communications firm in Canada and a
publicly-traded company. As an account coordinator, she implemented media
relations initiatives for small to large blue chip companies.
From June 2001-September 2002 she attended Queensland University of Technology's
school of business in Brisbane, Australia where she was awarded an academic
scholarship and received a Masters of Business (Communications) (MBCom) degree
in marketing communications. Prior to her studies at QUT, she attended the
University of Louisiana, Lafayette where she received a Bachelor of Arts (B.A.)
degree in public relations in December 2000.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Totals
- ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------
B Thomson 2007 0 0 0 0 0 0 0 0
CEO, President 2006 0 0 0 0 0 0 0 0
& Director
S Thomson, 2007 0 0 0 0 0 0 0 0
Secretary & 2006 0 0 0 0 0 0 0 0
Director
29
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
Option Awards Stock Awards
----------------------------------------------------------------- ----------------------------------------------
Equity
Incentive
Equity Plan
Incentive Awards:
Plan Market or
Awards: Payout
Equity Number of Value of
Incentive Number Unearned Unearned
Plan Awards; of Market Shares, Shares,
Number of Number of Number of Shares Value of Units or Units or
Securities Securities Securities or Units Shares or Other Other
Underlying Underlying Underlying of Stock Units of Rights Rights
Unexercised Unexercised Unexercised Option Option That Stock That That That
Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not
Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested
- ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------
B Thomson 0 0 0 0 0 0 0 0 0
S Thomson 0 0 0 0 0 0 0 0 0
DIRECTOR COMPENSATION
Change in
Pension
Value and
Fees Non-Equity Nonqualified
Earned Incentive Deferred
Paid in Stock Option Plan Compensation All Other
Name Cash Awards Awards Compensation Earnings Compensation Total
---- ---- ------ ------ ------------ -------- ------------ -----
B Thomson 0 0 0 0 0 0 0
S Thomson 0 0 0 0 0 0 0
There are no current employment agreements between the company and its executive
officers.
On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to
Mr. Thomson in exchange for cash in the amount of $10,000 U.S., or $.01 per
share. The terms of these stock issuances were as fair to the company, in the
opinion of the Board of Directors, as could have been made with an unaffiliated
third party. In making this determination they relied upon the fact that the
1,000,000 shares were valued at $0.01and purchased for $10,000 in cash.
The officers currently devote an immaterial amount of time to manage the affairs
of the company. Mr. Thomson currently devotes approximately 7 - 10 hours per
week, and Ms. Thomson 5 hours per month. They have agreed to work with no
remuneration until such time as the company receives sufficient revenues
necessary to provide management salaries. At this time, management cannot
accurately estimate when sufficient revenues will occur to implement this
compensation, or what the amount of the compensation will be.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
30
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Oliver Creek
Resources' voting securities by officers, directors and major shareholders as
well as those who own beneficially more than five percent of our common stock:
Name & Address No. of Percentage of
of Beneficial Owner Shares Ownership
------------------- ------ ---------
Bruce Thomson 1,000,000 50%
6952 Lanark Street
Vancouver, BC
Canada V5P 2Z7
Samantha Thomson 0 0%
203 - 1508 West 2nd Ave.
Vancouver, BC
Canada V6J 1H2
All Officers and
Directors as a Group 1,000,000 50%
- ----------
(1) Each of the persons named above may be deemed to be a "parent" and
"promoter" of the Company, within the meaning of such terms under the
Securities Act of 1933, as amended, by virtue of his direct holdings in the
Company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Thomson,
the officer and a director of the corporation. Between February 1, 2006 and
January 31, 2007 the company paid Mr. Thomson $100 per month rent for the use of
the premises, since January 31, 2008 the premises have been provided at no
charge.
Bruce Thomson is the father of Samantha Thomson.
As of January 31, 2008, there is a total of $195 that has been forwarded by
Bruce Thomson to the Company with no specific repayment terms.
Mr. Thomson and Ms. Thomson, the officers and directors of the company, were not
be paid for any underwriting services that they performed on our behalf with
respect to our offering.
On November 30, 2005, a total of 1,000,000 shares of Common Stock were issued to
Mr. Thomson in exchange for $10,000 US, or $.01 per share. All of such shares
are "restricted" securities, as that term is defined by the Securities Act of
1933, as amended, and are held by an officer and director of the Company. (See
"Principal Stockholders".)
31
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $7,500, for
audit-related services were $Nil, for tax services were $Nil and for other
services were $Nil during the year ended January 31, 2008.
For the year ended January 31, 2007, the total fees charged to the company for
audit services were $5,900, for audit-related services were $Nil, for tax
services were $Nil and for other services were $Nil.
PART IV
ITEM 15. EXHIBITS
The following exhibits are included with this filing. Those marked with an
asterisk and required to be filed hereunder, are incorporated by reference and
can be found in their entirety in our Form SB-2 Registration Statement, filed
under SEC File Number 333-132258, at the SEC website at www.sec.gov:
Exhibit
Number Description
------ -----------
* 3(i) Articles of Incorporation
* 3(ii) Bylaws
31.1 Sec. 302 Certification of CEO
31.2 Sec. 302 Certification of CFO
32 Sec. 906 Certification of CEO/CFO
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-K/A and authorized this annual report to be
signed on its behalf by the undersigned, in the city of Las Vegas, state of
Nevada, on July 24, 2008.
Oliver Creek Resources Inc.
/s/ Bruce Thomson
-------------------------------------
By: Bruce Thomson
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Bruce Thomson July 24, 2008
- ------------------------------------- -------------
Bruce Thomson, President & Director Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)
/s/ Samantha Thomson July 24, 2008
- ------------------------------------- -------------
Samantha Thomson, Secretary & Director Date
32