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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BOSS MINERALS, INC.
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(Name of small business issuer in its charter)
NEVADA 1000 Applied For
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(State or (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
Boss Minerals, Inc.
Andrei Krioukov, President
318 Homer Street, Suite 400
Vancouver, British Columbia
Canada V6B 2V2
Telephone: (604) 602-7591
Facsimile: (604) 602-7593
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(Address and telephone number of principal executive offices)
Val-u-corp Services, Inc.
1802 N Carson Street, Suite 212
Carson City, Nevada, 89701
Telephone: 775-887-8853
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(Name, address and telephone number of agent for service)
Approximate date of
proposed sale to the public: as soon as practicable after
the effective date of this
Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, 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 pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
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If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |__|
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES DOLLAR OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
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Common Stock $ 25,000 $0.01 $ 25,000 $3.17
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(1) Based on the last sales price on August 16, 2004
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
SUBJECT TO COMPLETION, Dated November 22, 2004
PROSPECTUS
BOSS MINERALS,INC.
2,500,000 SHARES
COMMON STOCK
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The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.
Our common stock is presently not traded on any market or securities exchange.
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The purchase of the securities offered through this prospectus involves a high
degree of risk. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 6-10
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
Securities 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.
The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price based
upon the price of the last sale of our common stock to investors.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The Date Of This Prospectus Is: November 22, 2004
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Table Of Contents
PAGE
Summary .................................................................... 4
Risk Factors ............................................................... 5
- If we do not obtain additional financing, our business
will fail ............................................................. 5
- Because we have not commenced business operations, we face
a high risk of business failure ....................................... 6
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business
will fail ............................................................. 6
- We need to continue as a going concern if our business is
to succeed. Our independent auditor has raised doubt about
our ability to continue as a going concern............................. 6
- 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 .................................... 7
- Even if we discover commercial reserves of precious metals
on the Mosquito King Property, we may not be able to
successfully obtain commercial production ............................. 7
- If we become subject to burdensome government regulation
or other legal uncertainties, our business will be
negatively affected ................................................... 7
- Because our directors own 66.66% of our outstanding stock, they could
control and make corporate decisions that may be disadvantageous
to other minority stockholders ......................................... 7
- Because our president has other business interests,
he may not be able or willing to devote a sufficient
amount of time to our business operations, causing our
business to fail ...................................................... 7
- Because management has no technical experience in mineral
exploration, our business has a high risk of failure................... 8
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares ....................... 8
- A purchaser is purchasing penny stock which limits the
ability to sell stock ................................................. 8
Use of Proceeds ............................................................ 9
Determination of Offering Price ............................................ 9
Dilution ................................................................... 9
Selling Securityholders .................................................... 9
Plan of Distribution ....................................................... 12
Legal Proceedings .......................................................... 13
Directors, Executive Officers, Promoters and Control Persons................ 13
Security Ownership of Certain Beneficial Owners and Management ............. 15
Description of Securities .................................................. 15
Interest of Named Experts and Counsel ...................................... 16
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ................................................. 17
Organization Within Last Five Years ........................................ 17
Description of Business .................................................... 17
Plan of Operations ......................................................... 22
Description of Property .................................................... 23
Certain Relationships and Related Transactions ............................. 23
Market for Common Equity and Related Stockholder Matters ................... 23
Executive Compensation ..................................................... 24
Financial Statements ....................................................... 25
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................ 38
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Summary
Prospective investors are urged to read this prospectus in its entirety.
We intend to be in the business of mineral property exploration. To date, we
have not conducted any exploration on our sole mineral property, the Mosquito
King property (the "Mosquito King") located in the Kamloops Mining Division of
British Columbia, Canada. Boss Minerals, Inc. ("Boss") was granted an option to
acquire a 100% interest in twenty mineral claims comprising the Mosquito King
property.
Our objective is to conduct mineral exploration activities on the Mosquito King
property in order to assess whether it possesses economic reserves of silver and
zinc. We have not yet identified any economic mineralization on the property.
Our proposed exploration program is designed to search for an economic mineral
deposit.
We were incorporated on February 17, 2004, under the laws of the state of
Nevada. Our principal offices are located at 400 Homer Street, Suite 318,
Vancouver, British Columbia, Canada. Our telephone number is (604)602-7591.
The Offering:
Securities Being Offered Up to 2,500,000 shares of common stock.
Offering Price The selling shareholders will sell our
shares at $0.01 per share until our shares
are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. We
determined this offering price based upon
the price of the last sale of our common
stock to investors.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in this
prospectus.
Termination of the Offering The offering will conclude when all of the 2,500,000
shares of common stock have been sold, the shares
no longer need to be registered to be sold or we
decide to terminate the registration of the shares.
Securities Issued
And to be Issued 7,500,000 shares of our common stock are issued and
outstanding as of the date of this prospectus. All
of the common stock to be sold under this prospectus
will be sold by existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
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Summary Financial Information
Balance Sheet Data September 30, 2004
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Cash $26,964
Total Assets $26,964
Liabilities $16,615
Total Stockholders' Equity $10,349
Statement of Loss and Deficit
From Incorporation on
February 17, 2004 to September 30, 2004
Revenue $ 0
Net Loss and Deficit ($26,651)
Risk Factors
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUT BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended
exploration of the Mosquito King property, and therefore we will need to obtain
additional financing in order to complete our business plan. As of November 22,
2004, we had cash in the amount of $18,318. We currently do not have any
operations and we have no income. As well, we will not receive any funds from
this registration.
Our business plan calls for significant expenses in connection with the
exploration of the Mosquito King property. While we have sufficient funds to
conduct initial exploration on the property, we will require additional
financing in order to determine whether the property contains economic
mineralization and to cover our anticipated administrative costs. We will also
require additional financing if the costs of the exploration of the Mosquito
King property are greater than anticipated. Even after completing all proposed
exploration, we will not know if we have a commercially viable mineral deposit.
We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and may not be able to find such
financing if required. Obtaining additional financing would be subject to a
number of factors, including the market price for silver and zinc, investor
acceptance of our property 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. The only other anticipated alternative for the financing
of further exploration would be advances from related parties and joint venture
or sale of a partial interest in the Mosquito King property to a third party in
exchange for cash or exploration expenditures, which is not presently
contemplated.
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BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.
We have not yet commenced exploration on the Mosquito King property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on February 17, 2004 and to date have been
involved primarily in organizational activities and the acquisition of the
option in the mineral property. We have not earned any revenues as of the date
of this prospectus. Potential investors should be aware of the difficulties
normally encountered by new mineral exploration companies and the high rate of
failure of such enterprises. The likelihood of success must be considered in
light of the problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral properties that we
plan to undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.
Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from development of the Mosquito
King property and the production of minerals from the claims, 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 OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral claims containing economic mineralization or reserves
of copper is extremely remote. Exploration for minerals is a speculative venture
necessarily involving substantial risk. In all probability, the Mosquito King
property does not contain any reserves and funds that we spend on exploration
will be lost. As well, problems such as unusual or unexpected formations and
other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR
INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
The Independent Auditor's Report to our audited financial statements for the
period ended September 30, 2004 indicates that there are a number of factors
that raise substantial doubt about our ability to continue as a going concern.
Such factors identified in the report are that we have no source of revenue and
our dependence upon obtaining adequate financing. If we are not able to continue
as a going concern, it is likely investors will lose all of their investment.
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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 liabilities may have a material adverse effect on
our financial position.
EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE MOSQUITO KING
PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.
The Mosquito King property does not contain any known bodies of mineralization.
If our exploration programs are successful in establishing silver and zinc of
commercial tonnage and grade, we will require additional funds in order to place
the property into commercial production. We may not be able to obtain such
financing.
IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral
property exploration and development. Under Canadian mining law, to engage in
certain types of exploration will require 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 current exploration plans, if
we proceed to commence drilling operations on the Mosquito King property, we
will incur modest regulatory compliance costs.
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 our costs of doing business and prevent us from exploring for ore
deposits. The growth of demand for ore may also be significantly slowed. This
could delay growth in potential demand for and limit our ability to generate
revenues. 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.
BECAUSE OUR DIRECTORS OWN 66.7% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE
AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY
SHAREHOLDERS.
Our directors own approximately 66.7% of the outstanding shares of our common
stock. Accordingly, they will have a significant influence in determining the
outcome of all corporate transactions or other matters, including mergers,
consolidations, and the sale of all or substantially all of our assets. They
will also have the power to prevent or cause a change in control. The interests
of our directors may differ from the interests of the other stockholders and
thus result in corporate decisions that are disadvantageous to other
shareholders.
BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
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Our president, Mr. Andrei Krioukov only spends approximately 18% of his business
time providing his services to us. While Mr. Krioukov presently possesses
adequate time to attend to our interests, it is possible that the demands on Mr.
Krioukov from his other obligations could increase with the result that he would
no longer be able to devote sufficient time to the management of our business.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.
None of our directors has any technical training in the field of geology and
specifically in the areas of exploring for, starting 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. As well, with no direct training or
experience, our management may not be fully aware of the specific requirements
related to working in this industry. Their decisions and choices may not be well
thought out and our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for listing of our common stock on the
over the counter bulletin board upon the effectiveness of the registration
statement, of which this prospectus forms a part. Our shares may never trade on
the bulletin board. If no market is ever developed for our shares, it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
Please refer to the "Plan of Distribution" section for a more detailed
discussion of penny stock and related broker-dealer restrictions.
Forward-Looking Statements
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results may differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in the "Risk Factors" section and elsewhere in this prospectus.
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Use Of Proceeds
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
Determination Of Offering Price
The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price, based
upon the price of the last sale of our common stock to investors.
Dilution
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
Selling Securityholders
The selling securityolders named in this prospectus are offering all of the
2,500,000 shares of common stock offered through this prospectus. These shares
were acquired from us in a private placement that were exempt from registration
under Regulation S of the Securities Act of 1933. These shares were acquired
from us in an offering that was exempt from registration under Regulation S of
the Securities Act of 1933 and was completed on August 16, 2004.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4. the percentage owned by each upon completion of the offering.
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Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Name Of Shares Owned Selling Completion Completion
Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
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Kevin Booth 100,000 100,000 Nil Nil
6611 Southoaks Cres.,
Suite #1105
Burnaby, BC
Shvonne Deptuck 100,000 100,000 Nil Nil
5768 Neville Street
Burnaby, BC
Nick Twamley 100,000 100,000 Nil Nil
5768 Neville Street
Burnaby, BC
Alvin Krishanna 100,000 100,000 Nil Nil
6949 Fleming Street
Vancouver, BC
Mirela Sivic 100,000 100,000 Nil Nil
7569 Humphries Court,#3
Burnaby, BC
Calvin Ng 100,000 100,000 Nil Nil
3451 East 51st Avenue
Vancouver, BC
Fahimeh Shakeryroushan 100,000 100,000 Nil Nil
3550 Woodland Drive, #6
Port Coquitlam, BC
Marcy Deptuck 100,000 100,000 Nil Nil
7249 14th Avenue, #152
Burnaby, BC
Rika Collins 100,000 100,000 Nil Nil
6580 Marlborough Ave.,
Suite #209
Burnaby, BC
Jeremy Johnson 100,000 100,000 Nil Nil
6580 Marlborough Ave,
Suite #209
Burnaby, BC
Nilgoun Shamsian 100,000 100,000 Nil Nil
1215 Lansdowne Drive,
Suite #415
Coquitlam, BC
David Burns 100,000 100,000 Nil Nil
6086 Inglewood Place
Delta, BC
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Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Name Of Shares Owned Selling Completion Completion
Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
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Sonya Mandic 100,000 100,000 Nil Nil
6508 Telford Avenue,
Suite #201
Burnaby, BC
Arezou Setoudegan 100,000 100,000 Nil Nil
3550 Woodland Drive, #6
Port Coquitlam, BC
Tatjana Mandic 100,000 100,000 Nil Nil
6508 Telford Avenue,
Suite #201
Burnaby, BC
Jelena Tintor 100,000 100,000 Nil Nil
6444 Silver Avenue
Burnaby, BC
P. M. McElheron 100,000 100,000 Nil Nil
190 English Bluff Road
Delta, BC
Goran Tintor 100,000 100,000 Nil Nil
6570 Burlington Avenue,
Suite #204
Burnaby, BC
Audrey J. McElheron 100,000 100,000 Nil Nil
190 English Bluff Road
Delta, BC
Doug Raphael 100,000 100,000 Nil Nil
5055 Imperial Street,
Suite #101
Burnaby, BC
Sarah Needham 100,000 100,000 Nil Nil
2557 Derbyshire Way
North Vancouver, B.C.
Monette McElheron 100,000 100,000 Nil Nil
5558 15B Avenue, #207
Delta, BC
Kseniya Stepanova 100,000 100,000 Nil Nil
1307 Franklin Street
Coquitlam, BC
Melanie Kumar 100,000 100,000 Nil Nil
7143 17th Avenue
Burnaby, BC
Heather MacPherson 100,000 100,000 Nil Nil
5620 Ewart Street
Burnaby, BC
Elizabeth Anne Rodgers 100,000 100,000 Nil Nil
190 English Bluff Road
Tsawwassen, BC
Each of the above shareholders beneficially owns and has sole voting and
investment over all shares or rights to the shares registered in his or her
name. The numbers in this table assume that none of the selling shareholders
sells shares of common stock not being offered in this prospectus or purchases
additional shares of common stock, and assumes that all shares offered are sold.
The percentages are based on 7,500,000 shares of common stock outstanding on the
date of this prospectus.
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None of the selling shareholders:
(1) has had a material relationship with us other than as a
shareholder at any time within the past three years; or
(2) has ever been one of our officers or directors.
None of the selling shareholders is a broker-dealer or affiliate of a broker
dealer.
Plan Of Distribution
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions.
The selling shareholders will sell our shares at $0.01 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily based upon the price of the last sale of our common stock to
investors. The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.
We are bearing all costs relating to the registration of the common stock. These
are estimated to be $12,000. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular,
during such times as the selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with
our common stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:
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* contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with respect to a
violation of such duties;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance of
the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct of
trading penny stocks; and
* contains such other information and is in such form (including language,
type, size, and format) as the Commission shall require by rule or
regulation;
The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:
* with bid and offer quotations for the penny stock;
* details of the compensation of the broker-dealer and its
salesperson in the transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
* monthly account statements showing the market value of each penny stock
held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
Legal Proceedings
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 1802 N. Carson Street, Suite 212, Carson City, Nevada,
89701.
Directors, Executive Officers, Promoters And Control Persons
Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:
Directors:
Name of Director Age
Andrei Krioukov 43
Alexei Jirniaguine 44
Executive Officers:
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Name of Officer Age Office
- --------------------- ----- -------
Andrei Krioukov 43 President and Chief
Executive Officer
Alexei Jirniaguine 44 Secretary and Treasurer
Biographical Information
Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.
Mr. Andrei Krioukov has acted as our President, chief executive officer, and as
a director since our incorporation on February 17, 2004. Mr. Krioukov graduated
from university and earned his engineering degree in 1983. From 1986 to 1994, he
worked as a senior manager at one of the divisions of the chemical concentrates
plant in Russia. From 1996 to 2001, Mr. Krioukov worked as an accountant and
controller with various public mining companies located in Vancouver, British
Columbia. In 2001, he joined a Vancouver-based Chartered Accountants Firm where
he worked as an auditor and was involved in the audit of reporting companies in
Canada and United States. Since 2003, Mr. Krioukov has provided accounting
consulting services to public companies through his private consulting firm.
Mr. Krioukov does not have any professional training or technical credentials in
the exploration, development and operation of mines.
Mr. Krioukov intends to devote approximately 18% of his business time to our
affairs.
Mr. Alexei Jirniaguine has acted as our secretary, treasurer and as a director
since our incorporation on February 17, 2004. Mr. Jirniaguine has a Masters
degree in physical chemistry and a scientific background in this field. As a
director, he participated in industrial projects in common with Institute of
Catalysis of Russian Academy of Science. He also acts as a director of a private
company, ALT Database Solutions, providing consulting services for companies
operating with large business applications and databases. In the past five
years, various Vancouver-based companies employed him as a database developer
and analyst. Mr. Jirniaguine was employed by the University of British Columbia
as a senior analyst in 2003 and 2004. Currently he works as a database analyst
at the City Hall of Coquitlam, British Columbia.
Mr. Jirniaguine does not have any professional training or technical credentials
in the exploration, development and operation of mines.
Mr. Jirniaguine intends to devote approximately 10% of his business time to our
affairs.
Term of Office
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
-14-
<page>
Significant Employees
We have no significant employees other than the officers and directors described
above.
Security Ownership Of Certain Beneficial Owners And Management
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
- --------------------------------------------------------------------------------
Common Andrei Krioukov 2,500,000 33.33%
Stock President, Chief
Executive Officer
and a Director
#400, 318 Homer Street,
Vancouver, B.C., Canada
Common Alexei Jirniaguine 2,500,000 33.33%
Stock Secretary, Treasurer
and Director
219 East 12th Avenue,
Vancouver B.C., Canada
Common All officers and directors 5,000,000 66.66%
Stock as a group that consists of shares
two people
The percent of class is based on 7,500,000 shares of common stock issued and
outstanding as of the date of this prospectus.
Description Of Securities
General
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
Common Stock
As of November 22, 2004, there were 7,500,000 shares of our common stock issued
and outstanding that are held by 27 stockholders of record. Holders of our
common stock are entitled to one vote for each share on all matters submitted to
a stockholder vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common stock voting
for the election of directors can elect all of the directors. Two persons
present and being, or representing by proxy, shareholders are necessary to
constitute a quorum at any meeting of our stockholders. A vote by the holders of
a majority of our outstanding shares is required to effectuate certain
fundamental corporate changes such as liquidation, merger or an amendment to our
articles of incorporation.
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Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.
Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.
Preferred Stock
We do not have an authorized class of preferred stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of
our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Batcher & Zarcone, LLP, our legal counsel, has provided an opinion on the
validity of our common stock.
The financial statements included in this prospectus and the registration
statement have been audited by Manning Elliott, CA's, to the extent and for the
periods set forth in their report appearing elsewhere in this document and in
the registration statement filed with the SEC, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
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Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The directors may also cause us to indemnify an
officer, employee or agent in the same fashion.
We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.
Organization Within Last Five Years
We were incorporated on February 17, 2004 under the laws of the state of Nevada.
On that date, Andrei Krioukov and Alexei Jirniaguine were appointed as our
directors. As well, Mr. Krioukov was appointed as our president and chief
executive officer, while Mr. Jirniaguine was appointed as our secretary and
treasurer.
Description Of Business
In General
We intend to commence operations as an exploration stage company. We will be
engaged in the acquisition, and exploration of mineral properties with a view to
exploiting any mineral deposits we discover that demonstrate economic
feasibility. We have an option to acquire a 100% interest in 20 mineral claims
collectively known as the Mosquito King property. There is no assurance that a
commercially viable mineral deposit exists on the property. Further exploration
will be required before a final evaluation as to the economic and legal
feasibility is determined.
Our plan of operation is to conduct exploration work on the Mosquito King
property in order to ascertain whether it possesses economic quantities of
silver and zinc. There can be no assurance that economic mineral deposits or
reserves, exist on the Mosquito King property until appropriate exploration work
is done and an economic evaluation based on such work concludes that production
of minerals from the property is economically feasible.
Even if we complete our proposed exploration programs on the Mosquito King
property and we are successful in identifying a mineral deposit, we will have to
spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.
Mosquito King Property Option Agreement
On July 31, 2004, we entered into a Mineral Property Option Agreement (the
"Agreement") with Rich River Exploration Ltd. and Mr. Craig A. Lynes (the
"Optionors") of Grindrod, British Columbia, whereby the Optionors agreed to
grant us a 100% undivided right, title and interest in total of twenty mineral
claims located in the Kamloops Mining Division of British Columbia. In order to
acquire a 100% interest in these claims, subject to a 2% net smelter returns
royalty, we have to pay to the Optionors a total of $33,000 in the following
manner:
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(i) $3,000 by August 25, 2004 (paid);
(ii) an additional $5,000 by August 15, 2005; and
(iii) an additional $25,000 by August 15, 2006;
A net smelter returns royalty is the percentage of money that the royalty holder
would receive from the sale of minerals from the property to a smelter, less
refining charges, ore treatment charges, penalties and transportation costs.
Description, Location and Access
The Mosquito King claims are located in the Kamloops Mining Division, in south
central British Columbia, approximately 100 kilometers east-northeast of the
city of Kamloops. The property is approximately 31 kilometers from the
Trans-Canada Highway and the main branch of the Canadian Pacific Railway. The
property area is served by a network of logging roads and is accessible from a
logging road that runs adjacent to Scotch Creek, about seven kilometers from the
paved road.
The climate of the region is moderate, but a relatively high altitude makes the
local climate colder and results in increased precipitation. Winter conditions
may start as early as the end of October. Foliage found on the Mosquito King
property primarily consists of cedar and, to a lesser extent, spruce, pine and
deciduous trees.
Specifics of the claims are as follows:
Claim Tag Numbers No. of Claims Units Date of Staking Tenure Number
----------------- -------------------- ---------------- -------------
208529 20 2002/11/17 398162
Title to the Mosquito King Property
The Mosquito King property consists of twenty claims. These claims are
registered in the name of Craig A. Lynes and are in good standing until November
17, 2005. The total area of the Mosquito King claims is 500 acres.
A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground. Such rights may be transferred or held in
trust. We have an option to purchase a 100% interest in the claims from the
Optionors. The Optionors will transfer title to the claims to us if we exercise
our option.
Exploration History
In 1972, a total of 219 tons of ore were mined at the Mosquito King property,
resulting in the recovery of 173.9 kilograms of silver. In 1973, an additional
200 tons or ore were processed, yielding 22.6 kilograms of silver, 7.9 tonnes of
lead, 6.1 tonnes of zinc and 42 grams of cadmium.
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In 1978, Craigmont Mines Ltd. completed a program of grid emplacement and
drilling on the Mosquito King property. Grid emplacement involves dividing a
portion of the property being explored into small sections. Drilling involves
extracting a long cylinder of rock from the ground to determine amounts of
metals at different depths. Pieces of the rock obtained, known as drill core,
are analysed for mineral content.
Government data also indicates that in 1979, mining operations on the property
resulted in the production of 218 grams of gold, 35.6 kilograms of silver, 14.8
tonnes of lead and 12.3 tonnes of zinc. However, the source of this production
has not been reported.
Geological Assessment Report: Mosquito King Property
We retained Mr. Bohumil Molak, a professional geologist, to complete an initial
evaluation of the property and to prepare a geological summary report on the
Mosquito King property. He attended the property during the last week of October
2004, but was unable to complete an initial geological review due to a heavy
snow pack. We estimate that the property will not be accessible due to snow
accumulation until approximately April 2004.
Based on his review of data relating to the Mosquito King property, Mr. Molak
concludes that the Mosquito King property warrants further exploration, given
the previous discovery of significant grades of silver and zinc mineralization.
He also notes that there has never been a systematic sampling program on the
property and that no modern exploration technology has ever been applied to the
prospect. He recommends a two-phase exploration program to further evaluate the
Mosquito King Property.
Phase I would consist of compiling past exploration data and sampling areas of
the property that were previously explored. Sampling consists of a consulting
geologist gathering soil or pieces of rock that appear to contain precious
metals such as gold and silver. All samples gathered will be sent to a
laboratory where they are crushed and analysed for metal content.
Phase II would consist of geological mapping and geophysical test surveys.
Geological mapping involves plotting previous exploration data relating to the
Mosquito King Property on a map in order to determine the best property
locations to conduct subsequent exploration work.
Geophysical surveying is the search for mineral deposits by measuring the
physical property of near-surface rocks, and looking for unusual responses
caused by the presence of mineralization. Electrical, magnetic, gravitational,
seismic and radioactive properties are the ones most commonly measured.
Proposed Budget
Approximate costs for the recommended two phase program are as following:
Phase One: Data Acquisition
Senior geologist: $1,500.00
Geological geophysical surveys: $1,000.00
Assays: $500.00
Transportation: $500.00
Geological report: $1,500.00
---------
Total Phase I Costs: $5,000.00
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Phase Two: Geological Survey and
Geophysical Survey
Senior geologist: $3,000.00
Geological geophysical surveys: $5,000.00
Assays: $2,000.00
Transportation: $1,000.00
Geological report: $3,000.00
Miscellaneous: $1,000.00
Total Phase II Costs: $15,000.00
----------
Total Program Costs: $20,000.00
==========
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.
We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.
If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment. Examples of regulatory requirements
include:
- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise
re-mediated;
- Dumping of material on the surface will have to be
re-contoured and re-vegetated;
- An assessment of all material to be left on the surface will
need to be environmentally benign;
- Ground water will have to be monitored for any potential
contaminants;
- The socio-economic impact of the project will have to be
evaluated and if deemed negative, will have to be re-mediated;
and
- There will have to be an impact report of the work on the
local fauna and flora.
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Employees
We have no employees as of the date of this prospectus other than our two
directors.
Research and Development Expenditures
We have not incurred any other research or development expenditures since our
incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Reports to Security Holders
Although we are not required to deliver a copy of our annual report to our
security holders, we will voluntarily send a copy of our annual report,
including audited financial statements, to any registered shareholder who
requests it. We will not be a reporting issuer with the Securities and Exchange
Commission until our registration statement on Form SB-2 is declared effective.
We have filed a registration statement on Form SB-2, under the Securities Act of
1933, with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports, proxy
statements and information regarding registrants that file electronically with
the Commission. Our registration statement and the referenced exhibits can also
be found on this site.
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Plan Of Operations
Our plan of operation for the twelve months following the date of this
prospectus is to complete the recommended phase one and two exploration programs
on the Mosquito King property consisting of resampling of old workings, geologic
mapping, analytical and test surveys. We anticipate that the phase one program
will cost approximately $5,000, while the phase two program will cost
approximately $15,000. To date, we have not commenced exploration on the
Mosquito King property.
We plan to commence the phase one exploration program on the Mosquito King
property in spring of 2005, as soon as weather conditions in the area permit.
The program should take approximately up to a one month to complete. We will
then undertake the phase two work program during the summer of 2005. This
program will also take approximately one month to complete.
We do not have any verbal or written agreement regarding the retention of any
qualified engineer or geologist for this exploration program.
As well, we anticipate spending an additional $12,000 on professional fees,
including fees payable in connection with the filing of this registration
statement and complying with reporting obligations, and general administrative
costs.
Total expenditures over the next 12 months are therefore expected to be $32,000.
We will require additional funding in order to proceed with the proposed phase
two surveys and with any subsequent recommended work on the property. We
anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock. However, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund the second phase of the exploration
program. We believe that debt financing will not be an alternative for funding
the complete exploration program. We do not have any arrangements in place for
any future equity financing.
Results Of Operations For The Period From Inception Through September 30, 2004
We have not earned any revenues from our incorporation on February 17, 2004 to
September 30, 2004. We do not anticipate earning revenues unless we enter into
commercial production on the Mosquito King property, which is doubtful. We have
not commenced the exploration stage of our business and can provide no assurance
that we will discover economic mineralization on the property, or if such
minerals are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $26,651 for the period from our
inception on February 17, 2004 to September 30, 2004. These operating expenses
were comprised of accounting and audit fees of $3,300, bank charges of $136,
donated rent of $1,750, management and consulting donated services of $5,250,
incorporation costs of $215, legal and organizational costs of $13,000 and
mineral property costs of $3,000.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
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Description Of Property
We have an option to acquire a 100% interest, subject to a 2% net smelter
returns interest, in twenty mineral claims comprising the Mosquito King
property. We do not have an option in, own or lease any property other than the
Mosquito King property.
Certain Relationships And Related Transactions
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Our sole promoter, Andrei Krioukov;
* Any member of the immediate family of any of the foregoing persons.
A private company controlled by Andrei Krioukov, our president, provides
accounting services to us. During the period ended September 30, 2004, the
private company charged $300 for accounting services, which were charged to
operations.
Mr. Krioukov also provides management services and office premises to us. The
donated services are valued at $750 per month and the donated office premises
are valued at $250 per month. During the period ended September 30, 2004,
donated services of $5,250 and donated rent expense of $1,750 were charged to
operations.
During the period ended September 30, 2004, Mr. Krioukov also advanced $100 to
us in connection with the opening of our corporate bank account. This amount is
unsecured, non-interest bearing and has no fixed term of repayment.
Mr. Krioukov charged us $3,000 during the period ended September 30, 2004 for
his involvement in the preparation of our registration statement on Form SB-2.
We have charged this amount to operations.
Market For Common Equity And Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
Stockholders of Our Common Shares
As of the date of this registration statement, we have 27 registered
shareholders.
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Rule 144 Shares
A total of 5,000,000 shares of our common stock are available for resale to the
public after March 19, 2005 in accordance with the volume and trading
limitations of Rule 144 of the Act. In general, under Rule 144 as currently in
effect, a person who has beneficially owned shares of a company's common stock
for at least one year is entitled to sell within any three month period a number
of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then outstanding
which, in our case, will equal 75,000 shares as of the date of this
prospectus; or
2. the average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on Form 144 with respect
to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 5,000,000 shares that may be sold pursuant to Rule 144.
Registration Rights
We have not granted registration rights to the selling shareholders or to any
other persons.
Dividends
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the
usual course of business; or
2. our total assets would be less than the sum of our total liabilities plus
the amount that would be needed to satisfy the rights of shareholders who
have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period ended September 30, 2004 and the subsequent period
to the date of this prospectus.
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Annual Compensation
Other Restricted Options/ LTIP Other
Stock * SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
- --------------------------------------------------------------------------------
Andrei Pres. 2004 $0 0 0 0 0 $3,000
Krioukov CEO &
Dir.
Alexei Sec. 2004 $0 0 0 0 0 0
Jirniaguine & Treas.
Stock Option Grants
We have not granted any stock options to the executive officers since our
inception.
Consulting Agreements
A private company controlled by Andrei Krioukov, our president, provides
accounting services to us. During the period ended September 30, 2004, the
private company charged $300 for accounting services, which were charged to
operations. Mr. Krioukov provides management services and office premises to us.
The donated services are valued at $750 per month and the donated office
premises are valued at $250 per month. During the period ended September 30,
2004, donated services of $5,250 and donated rent expense of $1,750 were charged
to operations. Mr. Krioukov has also charged us $3,000 for his role in preparing
our registration statement on Form SB-2.
We do not have any employment or consulting agreement with Mr. Jirniaguine.
We do not pay Mr.Krioukov and Mr. Jirniaguine any amount for acting as a
director of the Company.
Financial Statements
Index to Financial Statements:
1. Report of Independent Registered Public Accounting Firm;
2. Audited financial statements for the period ending September 30, 2004,
including:
a. Balance Sheet;
b. Statement of Operations
c. Statement of Cash Flows; and
d. Statement of Stockholders' Equity;
e. Notes to Financial Statements
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BOSS MINERALS, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
September 30, 2004
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[LOGO]
MANNINNG ELLIOTT 11th floor, 1050 West Pender Street,
Vancouver, BC,Canada V6E 3S7
CHARTERED ACCOUNTANTS Phone: 604.714.3600 Fax:604.714.3669
Web: manningelliott.com
Independent Auditors' Report
To the Stockholders and Board of Directors
of Boss Minerals, Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Boss Minerals, Inc. (An
Exploration Stage Company) as of September 30, 2004 and the related statements
of operations, stockholders' equity and cash flows for the period from February
17, 2004 (Date of Inception) to September 30, 2004. 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 aforementioned financial statements present fairly, in all
material respects, the financial position of Boss Minerals, Inc. (An Exploration
Stage Company), as of September 30, 2004, and the results of its operations,
cash flows and stockholders' equity for the period from February 17, 2004 (Date
of Inception) to September 30, 2004, in conformity with generally accepted
accounting principles used in the United States of America.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company is in the early exploration stage and has losses from
operations since inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ "Manning Elliott"
CHARTERED ACCOUNTANTS
Vancouver, Canada
October 14, 2004
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BOSS MINERALS, INC.
(An Exploration Stage Company)
BALANCE SHEET
September 30, 2004
(Expressed in US Dollars)
<table>
<caption>
2004
ASSETS
- ------
<s> <c>
Current Assets
Cash $ 26,964
- -------------------------------------------------------------------------------------------------------------------
Total Assets $ 26,964
===================================================================================================================
LIABILITIES
- -----------
Current Liabilities
Accounts payable $ 215
Accrued liabilities 16,300
Due to a related party (Note 5) 100
- -------------------------------------------------------------------------------------------------------------------
Total Liabilities 16,615
- -------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS' EQUITY
- --------------------
Common Stock
75,000,000 shares authorized, with a $0.001 par value,
7,500,000 shares issued and outstanding 7,500
Additional Paid in Capital 22,500
Donated Capital (Note 4) 7,000
- -------------------------------------------------------------------------------------------------------------------
37,000
Deficit Accumulated During The Exploration Stage (26,651)
- -------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 10,349
- -------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 26,964
===================================================================================================================
</table>
Commitment (Note 3)
The accompanying notes are an integral part of these financial statements
-28-
<page>
BOSS MINERALS, INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
(Expressed in US Dollars)
<table>
<caption>
From
February 17, 2004
(Inception)
to September 30,
2004
----
<s> <c>
Revenue $ -
- -------------------------------------------------------------------------------------------------------------------
Expenses
Accounting and audit fees 3,300
Bank charges 136
Donated rent (Note 4) 1,750
Donated services (Note 4) 5,250
Incorporation costs 215
Legal and organizational costs 13,000
Mineral property costs 3,000
- -------------------------------------------------------------------------------------------------------------------
Total Expenses 26,651
- -------------------------------------------------------------------------------------------------------------------
Net Loss for the Period $ (26,651)
===================================================================================================================
Basic and Diluted Loss Per Share $ (0.01)
===================================================================================================================
Weighted Average Number of Shares Outstanding 4,946,000
===================================================================================================================
</table>
The accompanying notes are an integral part of these financial statements
-29-
<page>
BOSS MINERALS, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Expressed in US Dollars)
<table>
<caption>
From
February 17, 2004
(Inception) to
September 30,
2004
----
<s> <c>
Operating Activities
Net loss for the period $ (26,651)
Adjustment to reconcile net loss to cash used in operating activities
Donated services and rent 7,000
Change in non-cash working capital balance related to operations
Accounts payable and accrued liabilities 16,515
- ------------------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities (3,136)
- ------------------------------------------------------------------------------------------------------------------
Financing Activities
Capital stock issued 30,000
Advance from a related party 100
- ------------------------------------------------------------------------------------------------------------------
Net Cash from Financing Activities 30,100
- ------------------------------------------------------------------------------------------------------------------
Increase in Cash 26,964
Cash, Beginning of Period -
- ------------------------------------------------------------------------------------------------------------------
Cash, End of Period $ 26,964
==================================================================================================================
Non-cash Investing and Financing Activities -
==================================================================================================================
Supplemental Disclosure
Interest paid -
Income taxes paid -
</table>
The accompanying notes are an integral part of these financial statements
-30-
<page>
BOSS MINERALS, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the period from February 17, 2004 (Date of Inception) to September 30, 2004
(Expressed in US Dollars)
<table>
<caption>
Deficit
Accumulated
Common Shares Additional During the
--------------------- Paid-in Donated Exploration
Number Par Value Capital Capital Stage Total
------ --------- ------- ------- ----- -----
<s> <c> <c> <c> <c> <c> <c>
Balance February 17, 2004 (Date of - $ - $ - $ - $ -
Inception) $ -
Capital stock issued for cash
- March, 2004 at $0.001 5,000,000 5,000 - - - 5,000
- July, 2004 at $0.01 1,400,000 1,400 12,600 - - 14,000
- August, 2004 at $0.01 1,100,000 1,100 9,900 - - 11,000
Donated services and rent - - - 7,000 - 7,000
Net loss for the period - - - - (26,651) (26,651)
- ----------------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2004 7,500,000 $ 7,500 $ 22,500 $ 7,000 $ (26,651) $ 10,349
============================================================================================================================
</table>
The accompanying notes are an integral part of these financial statements
-31-
<page>
BOSS MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2004
(Expressed in US Dollars)
Note 1 Nature and Continuance of Operations
------------------------------------
The Company was incorporated in the State of Nevada on February
17, 2004. The Company is an Exploration Stage Company as defined
by Statement of Financial Accounting Standard ("SFAS") No. 7. The
Company has acquired a mineral property located in the Province of
British Columbia, Canada and has not yet determined whether this
property contains reserves that are economically recoverable. The
recoverability of amounts from the property will be dependent upon
the discovery of economically recoverable reserves, confirmation
of the Company's interest in the underlying property, the ability
of the Company to obtain necessary financing to satisfy the
expenditure requirements under the property agreement and to
complete the development of the property and upon future
profitable production or proceeds for the sale thereof.
These financial statements have been prepared on a going concern
basis. The Company has incurred losses since inception resulting
in an accumulated deficit of $26,651 since inception and further
losses are anticipated in the development of its business raising
substantial doubt about the Company's ability to continue as a
going concern. Its ability to continue as a going concern is
dependent upon the ability of the Company to generate profitable
operations in the future and/or to obtain the necessary financing
to meet its obligations and repay its liabilities arising from
normal business operations when they come due.
The Company is planning to file an SB-2 Registration Statement to
register 2,500,000 shares of common stock for resale by existing
shareholders of the Company with the United States Securities and
Exchange Commission. The Company will not receive any proceeds
from the resale of shares of common stock by the selling
stockholders.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States of America and are expressed in US dollars. The
Company's fiscal year end is September 30.
Mineral Property Costs
----------------------
The Company has been in the exploration stage since its formation
on February 17, 2004 and has not yet realized any revenues from
its planned operations. It is primarily engaged in the acquisition
and exploration of mining properties. Mineral property acquisition
and exploration costs are charged to operations as incurred. When
it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable
reserves, the costs incurred to develop such property, are
capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.
-32-
<page>
BOSS MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2004
(Expressed in US Dollars)
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Use of Estimates and Assumptions
---------------------------------
The preparation of financial statements in conformity with US
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.
Foreign Currency Translation
----------------------------
The Company's functional currency is the Canadian dollar. The
financial statements of the Company are translated to United
States dollars in accordance with SFAS No. 52 "Foreign Currency
Translation". Monetary assets and liabilities denominated in
foreign currencies are translated using the exchange rate
prevailing at the balance sheet date. Gains and losses arising on
translation or settlement of foreign currency denominated
transactions or balances are included in the determination of
income. Foreign currency transactions are primarily undertaken in
Canadian dollars. The Company has not, to the date of these
financials statements, entered into derivative instruments to
offset the impact of foreign currency fluctuations.
Financial Instruments
---------------------
The carrying value of cash, accrued liabilities and due to related
parties approximates their fair value because of the short-term
maturity of these instruments. The Company's operations are in
Canada and virtually all of its assets and liabilities are giving
rise to significant exposure to market risks from changes in
foreign currency rates. The financial risk is the risk to the
Company's operations that arise from fluctuations in foreign
exchange rates and the degree of volatility of these rates.
Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.
Environmental Costs
-------------------
Environmental expenditures that relate to current operations are
charged to operations or capitalized as appropriate. Expenditures
that relate to an existing condition caused by past operations,
and which do not contribute to current or future revenue
generation, are charged to operations. Liabilities are recorded
when environmental assessments and/or remedial efforts are
probable, and the cost can be reasonably estimated. Generally, the
timing of these accruals coincides with the earlier of completion
of a feasibility study or the Company's commitments to plan of
action based on the then known facts.
-33-
<page>
BOSS MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2004
(Expressed in US Dollars)
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Income Taxes
------------
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company
has adopted SFAS No. 109 as of its inception. Pursuant to SFAS No.
109 the Company is required to compute tax asset benefits for net
operating losses carried forward. Potential benefit of net
operating losses have not been recognized in these financial
statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward
in future years.
Basic and Diluted Net Loss Per Share
------------------------------------
The Company computes net income (loss) per share in accordance
with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires
presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock
using the if-converted method. In computing Diluted EPS, the
average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.
Stock-based Compensation
------------------------
In December 2002, the Financial Accounting Standards Board issued
Financial Accounting Standard No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS No. 148"), an
amendment of Financial Accounting Standard No. 123 "Accounting for
Stock-Based Compensation" ("SFAS No. 123"). The purpose of SFAS
No. 148 is to: (1) provide alternative methods of transition for
an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the
disclosure provisions to require prominent disclosure about the
effects on reported net income of an entity's accounting policy
decisions with respect to stock-based employee compensation, and
(3) to require disclosure of those effects in interim financial
information. The disclosure provisions of SFAS No. 148 were
effective for the Company for the year ended September 30, 2004.
-34-
<page>
BOSS MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2004
(Expressed in US Dollars)
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Stock-based Compensation (cont'd)
------------------------
The Company has elected to continue to account for stock-based
employee compensation arrangements in accordance with the
provisions of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees", ("APB No. 25") and
comply with the disclosure provisions of SFAS No. 123 as amended
by SFAS No. 148 as described above. In addition, in accordance
with SFAS No. 123 the Company applies the fair value method using
the Black-Scholes option-pricing model in accounting for options
granted to consultants. Under APB No. 25, compensation expense for
employees is recognized based on the difference, if any, on the
date of grant between the estimated fair value of the Company's
stock and the amount an employee must pay to acquire the stock.
Compensation expense is recognized immediately for past services
and pro-rata for future services over the option-vesting period.
To September 30, 2004 the Company has not granted any stock
options.
The Company accounts for equity instruments issued in exchange for
the receipt of goods or services from other than employees in
accordance with SFAS No. 123 and the conclusions reached by the
Emerging Issues Task Force in Issue No. 96-18. Costs are measured
at the estimated fair market value of the consideration received
or the estimated fair value of the equity instruments issued,
whichever is more reliably measurable. The value of equity
instruments issued for consideration other than employee services
is determined on the earliest of a performance commitment or
completion of performance by the provider of goods or services as
defined by EITF 96-18.
The Company has also adopted the provisions of the Financial
Accounting Standards Board Interpretation No.44, Accounting for
Certain Transactions Involving Stock Compensation - An
Interpretation of APB Opinion No. 25 ("FIN 44"), which provides
guidance as to certain applications of APB 25. FIN 44 is generally
effective July 1, 2000 with the exception of certain events
occurring after December 15, 1998.
Comprehensive Loss
------------------
SFAS No. 130, "Reporting Comprehensive Income," establishes
standards for the reporting and display of comprehensive loss and
its components in the financial statements. As at September 30,
2004, the Company has no items that represent a comprehensive loss
and, therefore, has not included a schedule of comprehensive loss
in the financial statements.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid instruments with maturity
of three months or less at the time of issuance to be cash
equivalents.
-35-
<page>
BOSS MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2004
(Expressed in US Dollars)
Concentration of Credit Risk
----------------------------
Financial instruments that potentially subject the Company to
credit risk consist principally of cash. Cash was deposited with a
high quality credit institution.
Note 3 Mineral Property
----------------
Pursuant to a Mineral Property Option Agreement dated July 31,
2004, the Company was granted an option to acquire a 100%
undivided right, title and interest in twenty mineral claim units,
known as Mosquito King Property, located in the Kamloops Mining
Division of British Columbia, Canada. To complete the option the
Company must make cash payments of $33,000 as follows:
- $3,000 by August 25, 2004 (paid);
- an additional $5,000 by August 15, 2005; and
- an additional $25,000 by August 15, 2006.
The property will be subject to a 2% net smelter returns royalty.
Note 4 Related Party Balances/Transactions
-----------------------------------
a) The President provided a cash advance of $100 to the Company
during the period ended September 30, 2004. This amount is
unsecured, non-interest bearing and has no specific terms of
repayment.
b) A private company controlled by the President of the Company
provides accounting services to the Company. During the period
ended September 30, 2004 the private company charged $300 for
accounting services which were charged to operations.
c) The President provides management services and office premises
to the Company. The services are valued at $750 per month and
the office premises are valued at $250 per month. During the
period ended September 30, 2004 donated services of $5,250 and
donated rent expense of $1,750 were charged to operations.
d) The President is assisting in the preparation of the SB-2
Registration Statement. During the period ended September 30,
2004, the President charged $3,000 which was charged to
operations.
Note 5 Income Taxes
------------
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company
has incurred net operating losses of $19,436 which commence
expiring in 2024. Pursuant to SFAS No. 109 the Company is required
to compute tax asset benefits for net operating losses carried
forward.
-36-
<page>
BOSS MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2004
(Expressed in US Dollars)
Note 5 Income Taxes - (cont'd)
------------
Potential benefit of net operating losses have not been recognized
in these financial statements because the Company cannot be
assured it is more likely than not it will utilize the net
operating losses carried forward in future years.
The components of the net deferred tax asset at September 30,
2004, and the statutory tax rate, the effective tax rate and the
elected amount of the valuation allowance are indicated below:
2004
$
Net Operating Loss 19,436
Statutory Tax Rate 34%
Effective Tax Rate -
Deferred Tax Asset 6,608
Valuation Allowance (6,608)
- ------------------------------------------------------------------------------
Net Deferred Tax Asset -
==============================================================================
-37-
<page>
Changes In And Disagreements With Accountants on
Accounting and Financial Disclosure
We have had no changes in or disagreements with our accountants.
Until ______________, all dealers that effect transactions in these securities
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Part II
Information Not Required In The Prospectus
Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the
director has a material conflict of interest;
(2) a violation of criminal law (unless the director had
reasonable cause to believe that his or her conduct was lawful
or no reasonable cause to believe that his or her conduct was
unlawful);
(3) a transaction from which the director derived an improper
personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by
law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the
bylaws.
-38-
<page>
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 3.17
Transfer Agent fees $ 1,200.00
Accounting and auditing fees and expenses $ 4,000.00
Legal fees and expenses $ 5,000.00
Edgar filing fees $ 1,700.00
-----------
Total $ 11,903.17
===========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.
Recent Sales Of Unregistered Securities
We completed an offering of 5,000,000 shares of our common stock at a price of
$0.001 per share to a total of two purchasers on March 19, 2004. The total
amount received from this offering was $5,000. Of these shares, 2,500,000 were
sold to Mr. Andrei Krioukov and 2,500,000 were sold to Mr. Alexei Jirniaguine.
Mr. Krioukov is our president, chief executive officer and a director.
Mr. Jirniaguine is our secretary, treasurer and a director. These shares were
issued pursuant to Regulation S of the Securities Act.
-39-
<page>
We completed an offering of 2,500,000 shares of our common stock at a price of
$0.01 per share to a total of 25 purchasers on August 16, 2004. The total amount
received from this offering was $25,000. We completed this offering pursuant to
Regulation S of the Securities Act. The purchasers in this offering were as
follows:
Name of Subscriber Number of Shares
------------------ ----------------
Kevin Booth 100,000
Shvonne Deptuck 100,000
Nick Twamley 100,000
Alvin Krishanna 100,000
Calvin Ng 100,000
Mirela Sivic 100,000
Fahimeh Shakeryroushan 100,000
Marcy Deptuck 100,000
Rika Collins 100,000
Jeremy Johnson 100,000
Nilgoun Shamsian 100,000
David Burns 100,000
Sonya Mandic 100,000
Arezon Setoudegan 100,000
Tatjana Mandic 100,000
Jelena Tintor 100,000
P.M.McElheron 100,000
Goran Tintor 100,000
Audrey McElheron 100,000
Doug Raphael 100,000
Monette McElheron 100,000
Kseniya Stepanova 100,000
Melanie Kumar 100,000
Heather Macpherson 100,000
Elizabeth-Anne Rogers 100,000
Regulation S Compliance
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and
was not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;
-40-
<page>
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.
Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Legal opinion of Batcher & Zarcone, LLP, with consent to use
10.1 Mineral Property Option Agreement dated July 31, 2004
23.1 Consent of Manning Elliott, CA's
99.1 Location map
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 to:
(a) include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth
in this registration statement; and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and 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 the 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) include any additional or changed material information on
the plan of distribution.
-41-
<page>
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
Signatures
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on November 22, 2004.
Boss Minerals, Inc.
By:/s/ Andrei Krioukov
------------------------------
Andrei Krioukov
President, Chief Executive Officer,
and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
-42-
<page>
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Andrei Krioukov President, Chief Executive November 22, 2004
- ----------------------- Officer, and Director
Andrei Krioukov
/s/ Alexei Jirniaguine Secretary, Treasurer
- ----------------------- principal accounting November 22, 2004
Alexei Jirniaguine officer, principal financial
officer and director