U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
AMENDMENT #1
SEC File #: 333-117336
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TUSCANA VENTURES, INC.
---------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 1000 77-0622748
- ------------- --------------------------- ----------------
(State or other Standard Industrial IRS Employer
jurisdiction of Classification Identification
incorporation or Number
organization)
Tuscana Ventures, Inc.
Jeffery Wolf, President
346 Lawrence Avenue, Suite 102
Kelowna, British Columbia
Canada V1Y 6L4
- ------------------------------ ----------
(Name and address of principal (Zip Code)
executive offices)
Registrant's telephone number,
including area code: (250)862-3212
Fax:(250)862-3214
--------------
Approximate date of commencement 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, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following. |__|
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
- -----------------------------------------------------------------------
Common Stock 1,810,000 shares $0.10 $181,000 $22.93
- -----------------------------------------------------------------------
(1) Based on the last sales price on August 13, 2003
(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 July 12, 2005
Agent for service of process: Val-U-Corp Services Inc.
1802 N Carson Street, Suite 212
Carson City, Nevada, USA 89701
Telephone: 775-887-8853
2
PROSPECTUS
TUSCANA VENTURES, INC.
1,810,000 SHARES
COMMON STOCK
----------------
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.
----------------
The purchase of the securities offered through this prospectus involves a high
degree of risk. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 6 TO 9.
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 $0.10 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.
----------------
The Date Of This Prospectus Is: July 12, 2005
3
Table Of Contents
PAGE
Summary ....................................................... 5
Risk Factors .................................................. 6
- If we do not obtain additional financing, our business
will fail ................................................ 6
- Because we have not commenced business operations, we face
a high risk of business failure .......................... 7
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business
will fail ................................................ 7
- 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 Menzies Bay Property, we may not be able to
successfully obtain commercial production ................ 8
- We need to continue as a going concern if our business is
to succeed ............................................... 8
- If we become subject to burdensome government regulation
or other legal uncertainties, our business will be
negatively effected ...................................... 8
- Because our directors own 65.9% of our outstanding
stock, they could control and make corporate decisions
that may be disadvantageous to other minority
stockholders .............................................. 8
- Because our president has other business interests,
he may not be able or willing to devote a sufficient
amount of time to our business operations, causing our
business to fail ......................................... 9
- Because management has no technical experience
in mineral exploration, our business has a higher risk of
failure................................................... 9
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares .......... 9
- A purchaser is purchasing penny stock which limits the
sell the ability to stock ................................ 9
Use of Proceeds ............................................... 10
Determination of Offering Price ............................... 10
Dilution ...................................................... 10
Selling Shareholders .......................................... 10
Plan of Distribution .......................................... 14
Legal Proceedings ............................................. 16
Directors, Executive Officers, Promoters and Control Persons.. 16
Security Ownership of Certain Beneficial Owners and Management 18
Description of Securities ..................................... 19
Interest of Named Experts and Counsel ......................... 20
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities .................................... 20
Organization Within Last Five Years ........................... 20
Description of Business ....................................... 21
Plan of Operations ............................................ 24
Description of Property ....................................... 25
Certain Relationships and Related Transactions ................ 25
Market for Common Equity and Related Stockholder Matters ...... 26
Executive Compensation ........................................ 27
Financial Statements .......................................... 28
Changes in and Disagreements with Accountants ................. 29
Available Information ......................................... 29
4
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 Menzies Bay
property located in the Nanaimo Mining Division of British Columbia, Canada. We
own a 100% interest in the 10 mineral claims comprising the Menzies Bay
property. We purchased these claims from Mr. James Laird of Lions Bay, British
Columbia for a cash payment of $6,200.
Our objective is to conduct mineral exploration activities on the Menzies Bay
property in order to assess whether it possesses economic reserves of copper. 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 October 22, 2002 under the laws of the state of Nevada.
Our principal offices are located at 346 Lawrence Avenue, Suite 102, Kelowna,
British Columbia, Canada. Our telephone number is (604) 862-3212.
The Offering:
Securities Being Offered Up to 1,810,000 shares of common stock.
Offering Price The selling shareholders will sell our
shares at $0.10 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
1,810,000 shares of common stock have been sold,
the shares no longer need to be registered to be
sold due to the operation of Rule 144(k) or we
decide to terminate the registration of the shares.
Securities Issued
And to be Issued 5,310,000 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.
5
Summary Financial Information
Balance Sheet
February 28, 2005
Cash $20,200
Total Assets $20,200
Liabilities $ 8,436
Total Stockholders' Equity $11,764
Statement of Operations
From Incorporation on
October 22, 2002 to February 28, 2005
Revenue $ 0
Net Loss ($31,236)
Net Loss Per Share ($0.01)
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.
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 Menzies Bay property, and therefore we will need to obtain
additional financing in order to complete our business plan. As of July 12,
2005, we had cash in the amount of $15,986. We currently do not have any
operations and we have no income.
Our business plan calls for significant expenses in connection with the
exploration of the Menzies Bay property. While we have sufficient funds to
conduct the phase one exploration on the property, estimated to cost $7,000, we
will require additional financing in order to conduct the phase two exploration
program, with an estimated cost of $15,000, and to conduct additional
exploration in order to determine whether the property contains economic
mineralization. We will also require additional financing if the costs of the
exploration of the Menzies Bay property are greater than anticipated.
We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and we can provide no assurance to
investors that we will be able to find such financing if required. Obtaining
additional financing would be subject to a number of factors, including the
market price for copper, 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 our sale of a partial interest in the Menzies
Bay property to a third party in exchange for cash or exploration expenditures,
which is not presently contemplated.
6
BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.
Although we are preparing to commence exploration on the Menzies Bay property
within the next month, we have not yet commenced exploration on the property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on October 22, 2002 and to date have been
involved primarily in organizational activities and the acquisition of our
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 Menzies Bay
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 we can provide investors with no assurance that we
will generate any operating revenues or ever achieve profitable operations. If
we are unsuccessful in addressing these risks, our business will most likely
fail.
BECAUSE OF THE SPECULATIVE NATURE OF 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. We can
provide investors with no assurance that our mineral claims contain economic
mineralization or reserves of copper. Exploration for minerals is a speculative
venture necessarily involving substantial risk. In all probability, the Menzies
Bay property does not contain any reserves and funds that we spend on
exploration will be lost. Problems such as unusual or unexpected formations and
other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.
BECAUSE OF THE INHERENT 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.We do not plan to purchase insurance in contemplation of
potential hazards. As a result, any large liability we incur from such
hazards may result in the cessation of our business operations.
7
EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE MENZIES BAY
PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.
The Menzies Bay property does not contain any known bodies of mineralization. If
our exploration programs are successful in establishing copper of commercial
tonnage and grade, we will require additional funds in order to place the
property into commercial production. At this time, we cannot assure investors
that we will be able to obtain such financing.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.
The Independent Auditor's Report to our audited financial statements for the
period ended July 31, 2003 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 our net loss position, our failure to
attain profitable operations and our dependence upon obtaining adequate
financing. If we are not able to continue as a going concern, it is likely
investors will lose their investments.
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 British Columbia 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 do will not affect our current exploration
plans, if we proceed to commence drilling operations on the Menzies Bay
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 65.9% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE
AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY
SHAREHOLDERS.
Our directors own approximately 65.9% 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.
8
BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Our president, Mr. Jeffery Wolf only spends approximately 20% of his business
time providing his services to us. While Mr. Wolf presently possesses adequate
time to attend to our interests, it is possible that the demands on Mr. Wolf
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.
Our directors and officers do not have technical training in the field of
geology or 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 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 we can provide no
assurance that a market will develop. We currently plan to apply for listing of
our common stock on the NASD over the counter bulletin board upon the
effectiveness of the registration statement, of which this prospectus forms a
part. However, we can provide investors with no assurance that our shares will
be traded on the bulletin board or, if traded, that a public market will
materialize. If no market is ever developed for our shares, it will be difficult
for shareholders to sell their stock. In such a case, shareholders may find that
they are unable to achieve benefits from their investment.
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
Securities and Exchange Act. The shares will remain penny stock for the
foreseeable future. The classification of penny stock makes
it more difficult for a broker-dealer to sell the stock into a secondary market,
which makes it more difficult for a purchaser to liquidate his or her
investment. Any broker-dealer engaged by the purchaser for the purpose of
selling his or her shares in our company will be subject to rules 15g-1 through
15g-10 of the Securities and Exchange Act. Rather than creating a need to comply
with those rules, some broker-dealers will refuse to attempt to sell penny
stock.
Forward-Looking Statements
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
9
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 $0.10 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 Shareholders
The selling shareholders named in this prospectus are offering all of the
1,810,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
under Regulation S of the Securities Act of 1933. The shares include the
following:
1. 1,500,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration under
Regulation S of the Securities Act of 1933 and was completed on March 4,
2003; and
2. 310,000 shares of our common stock that the selling shareholders 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 13, 2003.
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.
10
Total Number
Of Shares To Total Shares Percentage of
Be Offered For to Be Owned Shares owned
Name Of Shares Owned Selling Upon Upon
Selling Prior To This Shareholders Completion Of Completion of
Stockholder Offering Account This Offering This Offering
- --------------------------------------------------------------------------------
Jorin Wolf 250,000 250,000 Nil Nil
539 Sutherland
Suite 208
Kelowna, B.C.
Canada
Barry Conduit 260,000 260,000 Nil Nil
5707 Lakeshore Rd.
Kelowna, B.C.
Canada
Corrie Maddaford 260,000 260,000 Nil Nil
836 Hammer Ave.
Kelowna, B.C.
Canada
Sandra Brock 250,000 250,000 Nil Nil
11638 Waresley St.
Maple Ridge, BC
Canada
Warren Felsterman 260,000 260,000 Nil Nil
2041 Davies Rd.
Kelowna, B.C.
Canada
Karl Cappus 250,000 300,000 Nil Nil
3663 Spiers Road
Kelowna, B.C.
Canada
Harvey Lavallie 10,000 10,000 Nil Nil
3551 16th Ave. NE
Salmon Arm, B.C.
Canada
Suzan Kardan 10,000 10,000 Nil Nil
16008 88th St.
Edmonton, Alberta
Canada
Nidal Abzakh 10,000 10,000 Nil Nil
16008 88th St.
Edmonton, Alberta
Canada
11
Total Number
Of Shares To Total Shares Percent
Be Offered For Be Owned Owned Upon
Name Of Shares Owned Selling Upon Completion
Selling Prior To This Shareholders Completion Of Of This
Stockholder Offering Account This Offering Offering
- --------------------------------------------------------------------------------
Dewey Lotoski 10,000 10,000 Nil Nil
1675 Pandosy St.
Kelowna, BC
Canada
Cameron Kendrick 10,000 10,000 Nil Nil
10310 61st Ave
Edmonton, Alberta
Canada
Mark DeGraaf 10,000 10,000 Nil Nil
10310 61st Ave
Edmonton, Alberta
Canada
Urban Commercial 10,000 10,000 Nil Nil
Management Ltd.
(Larry Salloum)
327 Bernard Ave.
Kelowna, B.C.
Canada
Terry Thasitiz 20,000 20,000 Nil Nil
104 Darlington Cres
Edmonton, Alberta
Canada
Niki Natras 10,000 10,000 Nil Nil
462 Ormsby Road
Edmonton, Alberta
Canada
Garry Maddaford 10,000 10,000 Nil Nil
836 Hammer Ave.
Kelowna, B.C.
Canada
Thanos Natras 10,000 10,000 Nil Nil
1108 6th Ave SW
Suite 1110
Edmonton, Alberta
Canada
Filippos 10,000 10,000 Nil Nil
Papanikolaoy
10748 69th St.
Edmonton, Alberta
Canada
12
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
- --------------------------------------------------------------------------------
David Skoglund 10,000 10,000 Nil Nil
3015 Hall Road
Kelowna, B.C.
Canada
Steve Pilon 10,000 10,000 Nil Nil
2041 Davies Road
Kelowna, B.C.
Canada
Louise Wright 10,000 10,000 Nil Nil
4099 Miller Road
Kelowna, B.C.
Canada
Justin Havre 10,000 10,000 Nil Nil
3287 Signal Hill
Drive, S.W.
Calgary, Alberta
Canada
Rob Dechant 10,000 10,000 Nil Nil
468 Ormsby Rd
Edmonton, Alberta
Canada
B. Sonia Dechant 10,000 10,000 Nil Nil
468 Ormsby Rd.
Edmonton, Alberta
Canada
Aris Natras 10,000 10,000 Nil Nil
37 Menlo Cres
Sherwood Park
Alberta, Canada
Tanya Eklund 10,000 10,000 Nil Nil
2629 32nd St SW
Calgary, Alberta
Canada
Fred L. Scott 10,000 10,000 Nil Nil
3907 Gallaghers Circle
Kelowna, B.C.
Canada
13
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
- --------------------------------------------------------------------------------
Sotirios Natras 10,000 10,000 Nil Nil
462 Ormsby Road
Edmonton, Alberta
Canada
Joey Yu 10,000 10,000 Nil Nil
11232 37th Ave
Edmonton, Alberta
Canada
Russ Harper 10,000 10,000 Nil Nil
#4 Hawthorne Crescent
St. Albert, Alberta
Canada
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this
table assume that none of the selling shareholders sells shares of common stock
not being offered in this prospectus or purchases additional shares of common
stock, and assumes that all shares offered are sold. The percentages are based
on 5,310,000 shares of common stock outstanding on the date of this prospectus.
Jorin Wolf is the mother of Jeffery Wolf, our president and a director.
Otherwise, 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.
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 $0.10 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.
14
The selling shareholders may also sell their shares directly to market makers
acting as principals or brokers or dealers, who may act as agent or acquire the
common stock as a principal. Any broker or dealer participating in such
transactions as agent may receive a commission from the selling shareholders,
or, if they act as agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with the selling
shareholders to sell a specified number of shares at a stipulated price per
share and, to the extent such broker or dealer is unable to do so acting as
agent for the selling shareholders, to purchase, as principal, any unsold shares
at the price required to fulfill the respective broker's or dealer's commitment
to the selling shareholders. Brokers or dealers who acquire shares as principals
may thereafter resell such shares from time to time in transactions in a market
or on an exchange, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such re-sales may pay or receive commissions to or from the purchasers of such
shares. These transactions may involve cross and block transactions that may
involve sales to and through other brokers or dealers. If applicable, the
selling shareholders may distribute shares to one or more of their partners who
are unaffiliated with us. Such partners may, in turn, distribute such shares as
described above. We can provide no assurance that all or any of the common stock
offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. These
are estimated to be $11,500. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with
our common stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Securities Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
15
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:
* contains a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to the customer
and of the rights and remedies available to the customer with respect to a
violation to such duties or other requirements of
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance of
the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the
* conduct of trading penny stocks; and
* contains such other information and is in such form (including
* language, type, size, and format) as the Commission shall require
* by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer:
* with bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
* monthly account statements showing the market value of each penny stock
held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
Legal Proceedings
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 1802 N. Carson Street, Suite 212, Carson City, Nevada,
89701. The person to contact for service of process is Dan Kramer
16
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
- ----------------------- -----
Jeffery Wolf 33
Greg Yanke 35
Executive Officers:
Name of Officer Age Office
- --------------------- ----- ---------------------
Jeffery Wolf 33 President, Chief
Executive Officer, Promoter
and a Director
Greg Yanke 35 Secretary, Treasurer,
Principal Accounting
Officer and a Director
Biographical Information
Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.
Mr. Jeffery Wolf has acted as our President, chief executive officer and as a
director since our incorporation. Since June 2002, he has been employed as a
consultant for Diamcor Mining Inc., a British Columbia and Alberta reporting
company, where he has overseen its diamond production operations at the So Ver
mine located near Kimberly, South Africa and represented the company in the
negotiations for additional diamond concessions. In this position, he has been
responsible for authorizing equipment purchases for the mine, overseeing mine
facility upgrades, reviewing monthly production figures from the mine and
negotiating the sale of diamonds from the mine.From January 1999 to June 2002,
Mr. Wolfe was a self-employed importer and exporter of lumber and automobiles
between Canada and the United States.
Mr. Wolf does not have any professional training or technical credentials in the
exploration, development and operation of mines.
Mr. Wolf devotes approximately 20% of his business time to our affairs.
Mr. Greg Yanke has acted as our secretary, treasurer and as a director since our
incorporation. He is a self-employed securities lawyer and principal of Gregory
S. Yanke Law Corporation. From May 1996 to February 2000, he was employed as an
associate lawyer with Beruschi & Company, Barristers and Solicitors, a
Vancouver, Canada based law firm that practices securities and corporate law.
Mr. Yanke is a graduate of the University of British Columbia, receiving
Bachelor degrees in Political Science (1991) and Law (1994). He is a member in
good standing with the Law Society of British Columbia.
Mr. Yanke currently acts as corporate secretary of LMX Resources Ltd., Randsburg
International Gold Corp., Alberta Star Development Corp., Candorado Operating
Company Ltd.,Iciena Ventures Inc. and Big Bar Gold Corporation, all of which are
British Columbia and Alberta reporting companies. Alberta Star Development
Corp. is also a reporting issuer in the United States.
17
Mr. Yanke also acts as a director of Algorithm Media Inc., Diamcor Mining Inc.
and Big Bar Gold Corporation, all of which are British Columbia and Alberta
reporting companies, and Tamarack Ventures, Inc., a United States reporting
company. From September 19, 2001 to April 30, 2003, Mr. Yanke also acted as a
director of Surforama.com, Inc. (now known as Erxsys, Inc.), a United States
reporting company involved in selling classified advertisements via the
Internet.
Mr. Yanke does not have any professional training or technical credentials in t
he exploration, development and operation of mines.
Mr. Yanke devotes approximately 5% 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.
Significant Employees
We have no significant employees other than the officers and directors described
above.
Conflicts of Interest
We do not have any procedures in place to address conflicts of interest that may
arise in our directors between our business and their other business activities.
Security Ownership Of Certain Beneficial Owners And Management
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of 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 Jeffery Wolf 1,750,000 32.96%
Stock President, Chief
Executive Officer
And Director
1328 Water Street
Kelowna, B.C.
Canada
Common Greg Yanke 1,750,000 32.96%
Stock Secretary, Treasurer
Principal Accounting Officer
and Director
675 West Hastings Street
Suite 200
Vancouver, British Columbia
Canada
18
Common All Officers and Directors 3,500,000 65.92%
Stock as a Group that consists of shares
two people
The percent of class is based on 5,310,000 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 July 12, 2005, there were 5,310,000 shares of our common stock issued and
outstanding that are held by 32 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
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.
19
Options
We have not issued and do not have outstanding any options to purchase shares of
our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant or any of its parents or
subsidiaries. Nor was any such person connected with the registrant or any of
its parents or subsidiaries as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Warren J. Soloski, our independent legal counsel, has provided an opinion on the
validity of our common stock.
The financial statements included in this prospectus and the registration
statement have been audited by Amisano Hanson, Chartered Accountants, to the
extent and for the periods set forth in their report appearing elsewhere in this
document and in the registration statement filed with the SEC, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
Organization Within Last Five Years
We were incorporated on October 2, 2002 under the laws of the state of Nevada.
On that date, Jeffery Wolf and Greg Yanke were appointed as our directors. As
well, Mr. Wolf was appointed as our president and chief executive officer, while
Mr. Yanke was appointed as our secretary and treasurer.
20
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 own a 100% interest in 10 contiguous mineral claims collectively
known as the Menzies Bay property.
Our plan of operation is to conduct exploration work on the Menzies Bay property
in order to ascertain whether it possesses economic quantities of copper. There
can be no assurance that economic mineral deposits or reserves, exist on the
Menzies Bay 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.
We are not a 'blank check' company as defined in Rule 419 of Regulation C of
the Securities Act of 1933. Rule 419 and the corresponding adopting release
define a blank check company as a company that has no specific business plan,
or merely creates the appearance that it has a specific business plan. We do
not intend to merge with or acquire another company in the foreseeable future.
Menzies Bay Property Purchase Agreement
On February 20, 2003, we entered into an agreement with Mr. James Laird of Lions
Bay, British Columbia, whereby he agreed to stake and sell to us a total of 10
mineral claims located approximately 20 kilometers north of Campbell River,
British Columbia that have the potential to contain copper and silver
mineralization or deposits. In order to acquire a 100% interest in these claims,
we paid $6,200 to Mr. Laird.The agreement with Mr. Laird provides that if we
determine that some of the claims comprising the Menzies Bay property no longer
warrant further exploration, instead of abandoning such claims, we must transfer
ownership of claims back to Mr. Laird at least 30 days prior to any deadline for
exploration work on the property as described in the 'Claim Description' below.
There are no other underlying agreements or interests in the property. Mr. Liard
does not have any residual interest in the Menzies Bay property.
Claims Description
The names, claim numbers, recording dates and expiry dates of the claims
comprising the Menzies Bay property are as follows:
Claim Name Claim Number Date of Recording Expiry Date
---------- ------------ ----------------- -----------
V1 400398 February 23, 2003 February 24, 2006
V2 400399 February 23, 2003 February 24, 2006
V3 400400 February 23, 2003 February 24, 2006
V4 400401 February 23, 2003 February 24, 2006
V5 400402 February 23, 2003 February 24, 2006
V6 400403 February 23, 2003 February 24, 2006
V7 400404 February 23, 2003 February 24, 2006
V8 400405 February 23, 2003 February 24, 2006
V9 400406 February 23, 2003 February 24, 2006
V10 400407 February 23, 2003 February 24, 2006
All of the above noted claims are in good standing until February 24, 2006. This
means that the claims will expire on this date unless we complete at least $200
worth of exploration work on each claim by that date. If this required
exploration work is incurred, then the deadline is extended to February 24,2007.
The same amount of exploration work per claim is required in subsequent years.
The area of the claims is 617.75 acres.
Description, Location and Access
The Menzies Bay property is located in the Nanaimo Mining Division on Vancouver
Island, British Columbia approximately 20 kilometers north of Campbell River and
about 0.75 kilometers west of Highway 19, the main highway on the island. Access
to the property is by way of old, disused logging roads that are connected to
Highway 19.
Topography within the claims area is relatively flat with the main areas being
about 152 meters above sea level. The climate is mild and typical of low
elevation areas on the east coast of Vancouver Island where rainfall is at times
heavy and continuous. Vegetation is largely second growth spruce and fir in the
claim area and in general the forest is thick and difficult to traverse.
Exploration History
To date, no mineral deposit has been delineated on the Menzies Bay property.
Consequently there has been no significant commercial production from the
property or any reserve or resource calculated.
The earliest known information on the property is documented in the 1916 British
Columbia Minister of Mines Annual Report that states that "the claims include
copper bearing mineral showings described as the Menzies Group."
21
The 1959 British Columbia Minister of Mines Annual Report states that in 1955,
five tons of high grade copper ore was removed from the property and was shipped
to a smelter in Tacoma, Washington for processing. In 1959, the property lease
holders at the time sorted and shipped 16 tons of ore averaging 24% copper to a
Japanese smelter.
Since that time, various companies have held claims covering the property area,
but only minor high grading work has been conducted on the property. High
grading involves removing small quantities of rock from the property that
contains high levels of copper in order to remove and sell the metal. Modest
amounts of profit can be made from such operations. Our intent is to determine
whether the Menzies Bay contains significant enough copper content to operate a
mine.
There is no equipment or other infrastructure facilities located on the Menzies
Bay property. As well, the property is free of any mineral workings and is
without known reserves and the proposed exploration programs are exploratory in
nature.
We have not completed any significant exploration on the property. To date, we
have incurred $6,200 to acquire the claims and have incurred initial
prospecting on the claims at a cost of $2,100.
Rock Formation and Mineralization
- ---------------------------------
The Menzies Bay property is underlain entirely by basalt and andesite rocks.
Both of these rock types consist of solidified lava that is characteristically
dark in color and generally is rich in iron and magnesium. On the property,
these rocks are primarily fine to medium grained and dark green to black,
weathering to black, brown and gray.
Mineralization on the property consists of chalocite contained in sediment
pockets found in the basalt rocks. Chalocite, also known as copper sulphide, is
a mineral that contains approximately 80% copper. Some of the chalocite
occurrences on the property are coated in volborthite, a yellow mineral that
contains vanadium, copper and lime. Vanadium is a gray metal that is used as an
alloy in iron and steel.
Geological Assessment Report: Menzies Bay Group Property
We have obtained a geological assessment report on the Menzies Bay property that
was prepared by Dr.K. Warren Geiger, P.Eng., P.Geo. of Calgary, Alberta, Canada
at our request. The cost of the report was included in our property acquisition
payment to Mr. James Laird. The geological report summarizes the results of
the prior exploration on the Menzies Bay property and makes a recommendation
for further exploration work.
In his report, Dr. Geiger concludes that the Menzies Bay property has
merit as a potential setting for a copper deposit. He believes that
there is good potential for discovering more substantial deposits of high grade
copper mineralization on the Menzies Bay property.
Dr. Geiger recommends that we undertake an initial exploration program on the
property to determine the extent to which the high copper values continue over
different areas of the property. He suggests that the program consisting of grid
establishment, soil geochemistry and follow-up trenching.
Grid establishment involves dividing a portion of the property being explored
into small sections. Soil geochemistry work consists of a geologist and his
assistant gathering soil samples from the property surface with the most
potential to host economically significant mineralization based on their
observation. As with the previous samples, they will be sent to a laboratory for
analysis of metal content, specifically copper. Trenching involves removing
surface soil using a backhoe or bulldozer. Samples are then taken from the
bedrock below and analysed for mineral content.
We anticipate that this initial stage of this work program will cost
approximately $38,000 and will be completed in two stages. We do not expect to
commence the trenching portion of the exploration program until we receive the
results from the laboratory respecting the soil samples. These results will
allow us to focus the trenching on the areas of the property that contained the
highest copper values in the soil samples.
22
If we continue to encounter economic mineralization during the trenching phase
of the exploration program, we intend to proceed with additional exploration
that will include drilling. Drilling involves extracting long cylinders of rock
from the ground and analysing them for metal content. This allows us to
determine whether or not copper mineralization continues underneath the property
surface.
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 the province of British Columbia, specifically.
Under these laws, prior to production, we have the right to explore the
property, subject only to a notice of work which may entail posting a bond if we
significantly disturb the property surface. This would first occur during the
drilling phase of exploration.
In addition, production of minerals in the province of British Columbia requires
prior approval of applicable governmental regulatory agencies. We can provide no
assurance to investors that such approvals will be obtained. The cost and delay
involved in attempting to obtain such approvals cannot be known at this time.
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.
23
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.
Plan Of Operation
Our plan of operation for the twelve months following the date of this
prospectus is to complete the recommended grid establishment, soil geochemistry
work and trenching on the Menzies Bay property.
We anticipate that the grid establishment and soil geochemistry program will
cost approximately $7,000, while the trenching program will cost approximately
and $15,000. We expect to commence the phase one program in the summer of 2005.
We anticipate this program to take approximately 30 days, including the
interpretation of all data collected. We anticipate proceeding with the
trenching portion of the exploration program in spring of 2006.
We intend to retain Dr. K. Warren Geiger, a professional engineer and
professional geologist to undertake the proposed exploration on the Menzies Bay
property given his familiarity with the property area. We do not have any
verbal or written agreement regarding the retention of Dr. Geiger, though he
has indicated that if he is available, he is prepared to provide his services.
Dr. Geiger would oversee the retention of all other required personnel for the
programs. All personnel retained will provide the necessary equipment for each
phase of exploration, or alternatively, will arrange for the rental of
equipment.
Dr. Geiger has prepared the following proposed budgets for the phase one and two
exploration programs:
Phase One
- ---------
Transportation to property: $1,500
Field crew - room and board (2 men x 7 days @ $100/day): $1,400
Geologist and exploration contractor (7 days @ $1,000/day): $7,000
Geochemical assays for soil samples (100 samples @ $15/samples): $1,500
Contingency @ 10%: $1,140
Total: $12,540
Phase Two
- ---------
Transportation to property: $2,000
Field crew - room and board (3 men x 8 days @ $100/day): $2,400
Geologist and exploration contractor (8 days @ $1,000/day): $8,000
Track-hoe excavator: $6,250
Rock sample assays (40 samples @ $30/samples): $1,200
Contingency @ 10%: $1,985
Management fee @ 15% $3,275
Total: $25,110
These budgets include all equipment and personnel costs.
We have only completed a part of the initial phase of exploration on the
Menzies Bay property. Once we complete each phase of exploration, we will make
a decision as to whether or not we proceed with each successive phase based
upon the analysis of the results of that program. Our directors will make this
decision based upon the recommendations of the independent geologist who
oversees the program and records the results.
Even if we complete the currently recommended exploration programs on the
Menzies Bay property and they are successful, we will need to spend substantial
additional funds on further drilling and engineering studies before we will
ever know if there is a commercially viable mineral deposit, a reserve, on the
property.
As well, we anticipate spending an additional $10,000 on professional fees
and administrative expenses, including fees payable in connection with the
filing of this registration statement and complying with reporting obligations.
Total expenditures over the next 12 months are therefore expected to be $32,000.
We are able to proceed with the first stage of the exploration program and are
able to cover our anticipated professional fees and administrative expenses over
the next 12 months without additional financing. We will require additional
funding in order to proceed with the trenching program. 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.
24
Our directors are prepared to loan funds to us when needed, but no specific
commitments have been made.
The only other anticipated alternative for the financing of further exploration
would be our sale of a partial interest in the Menzies Bay property to a third
party in exchange for cash or exploration expenditures, which is not presently
contemplated.
Results Of Operations For Period Ending February 29, 2005
We did not earn any revenues from our inception on October 22, 2002 to February
28, 2005. We do not anticipate earning revenues until such time as we have
entered into commercial production on the Menzies Bay property. 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 $31,236 for the period from our
inception on October 22, 2002 to February 28, 2005. These operating expenses
were comprised of mineral property costs of $8,300, legal fees of $10,530,
accounting and audit fees of $10,120, filing fees of $1,449 office and
miscellaneous costs of $428 and bank charges of $409. The mineral property
costs include $2,100 that we have spent on initial exploration of the Menzies
Bay property, which consisted of property prospecting. Prospecting involves
analyzing rocks on the property surface with a view to discovering indications
of potential mineralization.
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.
Description Of Property
We own a 100% interest, in 10 mineral claims comprising the Menzies Bay
property. We do not own or lease any property other than the Menzies Bay
property.
Certain Relationships And Related Transactions
Except as described below, 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, Jeff Wolf;
* Any relative or spouse of any of the foregoing persons who has the same
house as such person.
A private company owned by Mr. Wayne Wolf, father of Jeffery Wolf, our president
and a director loaned $3,200 to us on April 14, 2003. These funds had no fixed
term of repayment and did not accrue interest. We repaid the loan in full in
August 2003.
25
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 prospectus, we have 32 registered shareholders.
Rule 144 Shares
A total of 3,500,000 shares of our common stock are available for
resale to the public after January 8, 2004 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 53,100, 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, our affiliates, Jeff Wolf and Greg Yanke
hold all of the 3,500,000 shares that may be sold pursuant to Rule 144.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any
other persons.
26
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 from our inception on October 22, 2002 to February 29, 2004.
Annual Compensation
Other Restricted Options/ LTIP Other
Stock * SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
_______________________________________________________________________
Jeffery Pres., 2005 $0 0 0 0 0 0
Wolf CEO & 2004 $0 0 0 0 0 0
Dir.
Greg Sec., 2005 $0 0 0 0 0 0
Yanke & Dir. 2004 $0 0 0 0 0 0
Stock Option Grants
We have not granted any stock options to the executive officers since our
inception.
Consulting Agreements
We do not have any employment or consulting agreement with Mr. Wolf or Mr.
Yanke. We do not pay them any amount for acting as a director.
27
Financial Statements
Index to Financial Statements:
1. Auditors' Report;
2. Audited financial statements for the period from our inception on
October 22, 2003 to ending August 31, 2003 for the fiscal year ended
August 31, 2004 including:
a. Balance Sheets;
b. Statements of Operations;
c. Statement of Stockholders' Equity;
d. Statement of Cash Flows; and
e. Notes to Financial Statements
3. Interim financial statements for the six-month period ended February
28, 2005 including:
a. Balance Sheets;
b. Statements of Operations;
c. Statement of Stockholders' Equity;
d. Statement of Cash Flows; and
e. Notes to Financial Statements
28
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
August 31, 2004
INDEPENDENT AUDITORS' REPORT
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENT OF STOCKHOLDERS' EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
[DALE MATHESON Partnership of: Robert J Burkart, Inc. James F Carr-Hilton, Ltd.
[CARR-HILTON LABONTE Alvin F Dale, Ltd. Peter J Donaldson, Inc. R.J. LaBonte, Ltd.
- ------------------- Robert J Matheson, Inc. Fraser G Ross, Ltd.
[CHARTERED ACCOUNTANTS LOGO]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors of Tuscana Ventures Inc.
We have audited the accompanying balance sheet of Tuscana Ventures Inc. (an
exploration stage company) as of August 31, 2004 and the statements of
operations, stockholders' equity and cash flows for the period from October 22,
2002 (inception) to August 31, 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 audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of Tuscana Ventures Inc. as of August 31, 2004
and the results of its operations and its cash flows and the changes in
stockholders' equity for the period from October 22, 2002 (inception) to August
31, 2004 in accordance with United States generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, to date the Company has not generated revenues since
inception, has incurred losses in developing its business, and further losses
are anticipated. The Company requires additional funds to meet its obligations
and the costs of its operations. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in this
regard are described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
"Dale Matheson Carr-Hilton LaBonte"
CHARTERED ACCOUNTANTS
November 30, 2004 Vancouver, B.C.
A MEMBER OF MMGI INTERNATIONAL, A WORLDWIDE NETWORK OF INDEPENDENT ACCOUNTANTS
AND BUSINESS ADVISORS
<table>
<caption>
<s> <c> <c> <c>
Vancouver Offices: Suite 1700-1140 West Pender Street, Vancouver, B.C., Canada V6E 4G1 Tel: 604 687 4747 Fax: 604 687 4216
Suite 610-938 Howe Street, Vancouver, B.C., Canada V6Z 1N9 Tel: 604 682 2778 Fax: 604 689 2778
Surrey Office Suite 303-7337 -137th Street, Surrey, B.C., Canada V3W 1A4 Tel: 604 572 4586 Fax: 604 572 4587
</table>
TUSCANA VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEETS
ASSETS
August 31, August 31,
2004 2003
---- ----
Current
Cash $ 20,995 $ 26,326
================ ================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 5,501 $ 3,800
---------------- ----------------
STOCKHOLDERS' EQUITY
Common stock (Note 4)
75,000,000 shares authorized, $0.001 par value,
5,310,000 shares outstanding (August 31,
2003: 5,310,000) 5,310 5,310
Additional paid in capital 33,690 30,690
Stock subscription - ( 3,150)
Deficit accumulated during the exploration stage ( 23,506) ( 10,324)
---------------- -----------------
15,494 22,526
---------------- ----------------
$ 20,995 $ 26,326
================ ================
Nature and Continuance of Operations - Note 1
The accompanying notes are an integral part of these financial statements
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
October 22, 2002
(Inception) to October 22, 2002
Year ended (Inception) to
August 31, August 31, August 31,
2004 2003 2004
---- ---- ----
Expenses
Accounting and audit fees $ 4,678 $ 3,800 $ 8,478
Bank charges 245 76 321
Filing 1,449 - 1,449
Legal 4,530 - 4,530
Office and miscellaneous 180 248 428
Mineral property costs 2,100 6,200 8,300
----------------- ---------------- -----------------
Net loss for the period $ (13,182) $ (10,324) $ (23,506)
================= ================ =================
Basic and diluted loss per share $ (0.00) $ (0.00) $ (0.00)
================ ================ =================
Weighted average number of shares outstanding 5,310,000 4,142,077
================ ===============
The accompanying notes are an integral part of these financial statements
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY for
the period October 22, 2002 (Inception) to August 31, 2004
Deficit
Accumulated
Common Shares Additional Share During the
---------------------------- Paid-in Subscription Exploration
Number Par Value Capital Receivable Stage Total
------ --------- ------- ---------- ----- -----
Capital stock issued for cash
- at $0.001 (February 25, 2003) 3,500,000 $ 3,500 $ - $ ( 3,150) $ - $ 350
- at $0.001 (March 4, 2003) 1,500,000 1,500 - - - 1,500
- at $0.10 (April - May 2003) 50,000 50 4,950 - - 5,000
- at $0.10 (June - August, 2003) 260,000 260 25,740 - - 26,000
Net loss for the period - - - - ( 10,324) ( 10,324)
--------- ----------- -------------- -------------- -------------- --------------
Balance, August 31, 2003 5,310,000 $ 5,310 $ 30,690 $ ( 3,150) $ ( 10,324) $ 22,526
Donated services - - 3,000 - - 3,000
Share subscription - - - 3,150 - 3,150
Net loss for the year - - - - ( 13,182) ( 13,182)
--------- ----------- -------------- -------------- -------------- --------------
Balance, August 31, 2004 5,310,000 $ 5,310 $ 33,690 $ - $ ( 23,506) $ 15,494
========= =========== ============== ============== ============== ==============
The accompanying notes are an integral part of these financial statements
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
October 22, 2002 October 22, 2002
Year ended (Inception) to (Inception) to
August 31, August 31, August 31,
2004 2003 2004
---- ---- ----
Operating Activities
Net loss for the period $ ( 13,182) $ ( 10,324)$ ( 23,506)
Change in non-cash working capital balance related to
operations
Accounts payable and accrued liabilities 1,701 3,800 5,501
------------- ------------------ -----------------
Net cash used in operating activities ( 11,481) ( 6,524) ( 18,005)
------------- ------------------ -----------------
Financing Activities
Donated services 3,000 - 3,000
Capital stock subscribed and issued 3,150 32,850 36,000
------------- ------------------ -----------------
Net cash from financing activities 6,150 32,850 39,000
------------- ------------------ -----------------
Increase (decrease) in cash during the period ( 5,331) 26,326 20,995
Cash, beginning of the period 26,326 - -
------------- ------------------ -----------------
Cash, end of the period $ 20,995 $ 26,326 $ 20,995
============= ================== =================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $- $- $-
Income taxes paid $- $- $-
The accompanying notes are an integral part of these financial statements
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
August 31, 2004
Note 1 Nature and Continuance of Operations
------------------------------------
The Company was incorporated in the State of Nevada on October 22,
2002 and is in the exploration stage. 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
from 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 $23,506 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.
The Company's 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.
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 presented in US dollars.
Exploration Stage Company
-------------------------
The Company complies with Financial Accounting Standards Board
Statement ("FASB") No. 7 and Securities and Exchange Commission
Act Guide 7 for its characterization as exploration stage company.
Mineral Property
----------------
Mineral property acquisition, exploration and development costs
are expensed as incurred until such time as economic reserves are
quantified. To date the Company has not established any proven or
probable reserves on its mineral properties. The Company has
adopted the provisions of SFAS No. 143 "Accounting for Asset
Retirement Obligations" which establishes standards for the
initial measurement and subsequent accounting for obligations
associated with the sale, abandonment, or other disposal of
long-lived tangible assets arising from the acquisition,
construction or development and for normal operations of such
assets. The adoption of this standard has had no effect on the
Company's financial position or results of operations. As at
August 31, 2004, any potential costs relating to the retirement of
the Company's mineral property interest are not yet determinable.
Use of Estimates and Assumptions
--------------------------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.
Tuscana Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
August 31, 2004 - Page 2
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Foreign Currency Translation
----------------------------
The financial statements are presented in United States dollars.
In accordance with FASB No. 52, "Foreign Currency Translation",
foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date. Revenue and
expenses are translated at average rates of exchange during the
year. Related translation adjustments are reported as a separate
component of stockholders' equity, whereas gains or losses
resulting from foreign currency transactions are included in
results of operations.
Fair Value of Financial Instruments
-----------------------------------
The carrying value of cash and accounts payable and accrued
liabilities approximates their fair value because of the short
maturity of these instruments. Unless otherwise noted, it is
management's opinion that the Company is not exposed to
significant interest, currency or credit risks arising from these
financial instruments.
Environmental Costs
-------------------
Environmental expenditures that relate to current operations are
expensed 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
expensed. 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 a plan of action based on the then
known facts.
Income Taxes
------------
The Company follows the liability method of accounting for income
taxes. Under this method, deferred income tax assets and
liabilities are recognized for the estimated tax consequences
attributable to differences between the financial statement
carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and
liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. At August 31, 2003
and 2004 a full deferred tax asset valuation allowance has been
provided due to the uncertainty of realization and no deferred tax
asset benefit has been recorded.
Basic and Diluted Loss Per Share
--------------------------------
Basic earnings per share includes no dilution and is computed by
dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period.
Dilutive earnings per share reflects the potential dilution of
securities that could share in the earnings of the Company.
Because the Company does not have any potentially dilutive
securities, the accompanying presentation is only of basic loss
per share.
Stock-based compensation
------------------------
In December 2002, FASB 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 August 31, 2003.
Tuscana Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
August 31, 2004 - Page 3
Note 2 Summary of Significant Accounting Policies - (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 a 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 August 31, 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 FASB 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.
Recent Accounting Pronouncements
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, an interpretation of
Accounting Research Bulletins ("ARB") No. 51, Consolidated
Financial Statements ("FIN 46"). FIN 46 applies immediately to
variable interest entitles created after January 31, 2003, and in
the first interim period beginning after June 15, 2003 for
variable interest entities created prior to January 31, 2003. The
interpretation explains how to identify variable interest entities
and how an enterprise assesses its interest in a variable interest
entity to decide whether to consolidate that entity. The
interpretation requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the
entities do not effectively disperse risks among parties involved.
Variable interest entities that effectively disperse risks will
not be consolidated unless a single party holds an interest or
combination of interests that effectively recombines risks that
were previously dispersed. The adoption of FIN 46 did not have a
material effect on the Company's financial position or results of
operations. In December 2003, the FASB issued FASB Interpretations
No. 46 (Revised December 2003) Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51 ("FIN 46R"). FIN 46R is
an update of FIN 46 and contains different implementation dates
based on the types of entities subject to the standard and based
on whether a company has adopted FIN 46. The adoption of FIN 46R
did not have a material impact on the Company's financial position
or results of operations.
In December 2003, the Securities and Exchange Commission issued
Staff Accounting Bulletin No. 104, "Revenue Recognition" (SAB
104), which supersedes SAB 101, "Revenue Recognition in Financial
Statements." The primary purpose of SAB 104 is to rescind
accounting guidance contained in SAB 101 related to multiple
element revenue arrangements, which was superseded as a result of
the issuance of EITF 00-21, "Accounting for Revenue Arrangements
with Multiple Deliverables." While the wording of SAB 104 has
changed to reflect the issuance of EITF 00-21, the revenue
recognition principles of SAB 101 remain largely unchanged by the
issuance of SAB 104. The adoption of SAB 104 did not have a
material impact on the Company's financial position or results of
operations.
Tuscana Ventures, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
August 31, 2004 - Page 4
Note 3 Mineral Property
----------------
Menzies Bay Group
-----------------
By a mineral property staking and purchase agreement dated
February 20, 2003, the Company acquired a 100% undivided right,
title and interest in and to the Menzies Bay Group of Claims
located in the Province of British Columbia, Canada in
consideration for $6,200.
During the year ended August 31, 2004 the Company incurred $2,100
for exploration work done on the property.
Note 4 Capital Stock
-------------
The Company's authorized common stock is 75,000,000 shares with a
par value of one tenth of one cent ($0.001) per share.
During the period from October 22, 2002 (Inception) to August 31,
2003 the Company issued 5,310,000 common shares for total proceeds
of $36,000. During the year ended August 31, 2004 the Company
received $3,150 representing payment of stock subscriptions
receivable that were outstanding at August 31, 2003.
At August 31, 2004 there were no outstanding stock options or
warrants.
Note 5 Income Taxes
The significant components of the Company's deferred tax assets
are as follows:
August 31, August 31,
2004 2003
---- ----
Deferred Tax Assets
Non-capital loss carryforward $ 3,526 $ 1,549
Less: valuation allowance for deferred tax asset ( 3,526) ( 1,549)
--------------- --------------
$ - $ -
=============== ==============
The Company has incurred operating losses from inception to August
31, 2004 of approximately $24,000 which may be available to offset
against future taxable income and which will expire, if not
utilized, commencing in 2023 The Company has adopted FASB No. 109
for reporting purposes. The potential tax benefit of these losses
has not been recorded as a full deferred tax asset valuation
allowance has been provided due to the uncertainty regarding the
realization of these losses.
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
February 28, 2005
(Unaudited)
BALANCE SHEETS
INTERIM STATEMENTS OF OPERATIONS
INTERIM STATEMENTS OF CASH FLOWS
STATEMENT OF STOCKHOLDERS' EQUITY
NOTES TO THE INTERIM FINANCIAL STATEMENTS
TUSCANA VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEETS
ASSETS
February 28, August 31,
2005 2004
(Unaudited)
Current
Cash $ 20,200 $ 20,995
================ ================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 8,436 $ 5,501
---------------- ----------------
STOCKHOLDERS' EQUITY
Common stock (Note 4)
75,000,000 shares authorized, $0.001 par value,
5,310,000 shares outstanding (August 31,
-2004: 5,310,000) 5,310 5,310
Additional paid in capital 37,690 35,690
Deficit accumulated during the exploration stage ( 31,236) ( 25,506)
---------------- -----------------
11,764 15,494
---------------- ----------------
$ 20,200 $ 20,995
================ ================
Nature and Continuance of Operations - Note 1
The accompanying notes are an integral part of these
interim financial statements
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
October 22, 2002
Three months ended Six months ended (Inception) to
February 28, February 29, February 28, February 29, February 28,
2005 2004 2005 2004 2005
Expenses
Accounting and audit fees $ 821 $ 612 $ 1,642 $ 1,333 $ 10,120
Bank charges 44 23 88 133 409
Filing - 880 - 880 1,449
Legal 2,000 3,000 4,000 3,000 10,530
Office and miscellaneous - - - - 428
Mineral property costs - 2,100 - 2,100 8,300
--------------- --------------- --------------- -------------- -------------
Net loss for the period $ (2,865) $ (2,865) $ (5,730) $ (7,446) $ (31,236)
=============== =============== =============== ============== =============
Basic net loss per share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
================ ============== =============== ==============
Weighted average number of shares
outstanding 5,310,000 5,310,000 5,310,000 5,310,000
================ ============== =============== ==============
The accompanying notes are an integral part of these
interim financial statements
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
October 22, 2002
Six months ended (Inception) to
February 28, February 29, February 28,
2005 2004 2005
--------------- ---------------- ------------------
Operating Activities
Net loss for the period $ ( 5,730) $ ( 7,446) $ ( 31,236)
Donated services 2,000 3,000 7,000
Change in non-cash working capital balance related to
operations
Accounts payable and accrued liabilities 2,935 ( 1,460) 8,436
--------------- ---------------- ------------------
Net cash used in operating activities ( 795) ( 5,906) ( 15,800)
--------------- ---------------- ------------------
Financing Activities
Capital stock issued - - 36,000
--------------- ---------------- ------------------
Net cash from financing activities - - 36,000
--------------- ---------------- ------------------
Increase (decrease) in cash during the period ( 795) ( 5,906) 20,200
Cash, beginning of the period 20,995 26,326 -
--------------- ---------------- ------------------
Cash, end of the period $ 20,200 $ 20,420 $ 20,200
=============== ================ ==================
The accompanying notes are an integral part of these
interim financial statements
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period October 22, 2002 (Inception) to February 28, 2005
(Unaudited)
Deficit
Accumulated
Common Shares Additional Share During the
---------------------------- Paid-in Subscription Exploration
Number Par Value Capital Receivable Stage Total
---------- ---------------- ----------- --------------- ------------ ------------
Capital stock issued for cash
- - at $0.001 (February 25, 2003) 3,500,000 $ 3,500 $ - $ ( 3,150) $ - $ 350
- - at $0.001 (March 4, 2003) 1,500,000 1,500 - - - 1,500
- - at $0.10 (April - May 2003) 50,000 50 4,950 - - 5,000
- - at $0.10 (June - August, 2003) 260,000 260 25,740 - - 26,000
Net loss for the period - - - - ( 10,324) ( 10,324)
--------- ----------- ----------- ------------- ------------ -----------
Balance, August 31, 2003 5,310,000 5,310 30,690 ( 3,150) ( 10,324) 22,526
Donated services - - 5,000 - - 5,000
Share subscription - - - 3,150 - 3,150
Net loss for the year - - - - ( 15,182) ( 15,182)
--------- ----------- ----------- ------------- ------------ -----------
Balance, August 31, 2004 5,310,000 5,310 35,690 - ( 25,506) 15,494
Donated services - - 2,000 - - 2,000
Net loss for the period - - - - ( 5,730) ( 5,730)
--------- ----------- ----------- ------------- ------------ -----------
Balance, February 28, 2005 5,310,000 $ 5,310 $ 37,690 - $ ( 31,236) $ 11,764
========= =========== =========== ============= =========== ===========
The accompanying notes are an integral part of these
interim financial statements
TUSCANA VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
February 28, 2005
(Unaudited)
Note 1 Nature and Continuance of Operations
------------------------------------
The Company was incorporated in the State of Nevada on October 22, 2002 and is
in the exploration stage. 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 from 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 $31,236 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. The Company's 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.
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 presented in US dollars. The Company's fiscal year-end is August 31.
Exploration Stage Company
- -------------------------
The Company complies with Financial Accounting Standards Board Statement
("FASB") No. 7 and Securities and Exchange Commission Act Guide 7 for its
characterization as exploration stage company.
Mineral Property
- ----------------
Mineral property acquisition, exploration and development costs are expensed as
incurred until such time as economic reserves are quantified. To date the
Company has not established any proven or probable reserves on its mineral
properties. The Company has adopted the provisions of SFAS No. 143 "Accounting
for Asset Retirement Obligations" which establishes standards for the initial
measurement and subsequent accounting for obligations associated with the sale,
abandonment, or other disposal of long-lived tangible assets arising from the
acquisition, construction or development and for normal operations of such
assets. The adoption of this standard has had no effect on the Company's
financial position or results of operations. As at February 28, 2005, any
potential costs relating to the retirement of the Company's mineral property
interest are not yet determinable.
Use of Estimates and Assumptions
- --------------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
Tuscana Ventures, Inc.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
February 28, 2005 - Page 2
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (cont'd)
-----------------------------------------------------
Foreign Currency Translation
- ----------------------------
The financial statements are presented in United States dollars. In accordance
with FASB No. 52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated to their United States dollar equivalents
using foreign exchange rates which prevailed at the balance sheet date. Revenue
and expenses are translated at average rates of exchange during the year.
Related translation adjustments are reported as a separate component of
stockholders' equity, whereas gains or losses resulting from foreign currency
transactions are included in results of operations.
Fair Value of Financial Instruments
- -----------------------------------
The carrying value of cash and accounts payable and accrued liabilities
approximates their fair value because of the short maturity of these
instruments. Unless otherwise noted, it is management's opinion that the
Company is not exposed to significant interest, currency or credit risks
arising from these financial instruments.
Environmental Costs
- -------------------
Environmental expenditures that relate to current operations are expensed 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 expensed. 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 a plan of action based on the then known facts.
Income Taxes
- ------------
The Company follows the liability method of accounting for income taxes. Under
this method, deferred income tax assets and liabilities are recognized for the
estimated tax consequences attributable to differences between the financial
statement carrying values and their respective income tax basis (temporary
differences). The effect on deferred income tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. At August 31, 2004 and February 28, 2005, a full deferred tax
asset valuation allowance has been provided due to the uncertainty of
realization and no deferred tax asset benefit has been recorded.
Basic and Diluted Loss Per Share
- --------------------------------
Basic earnings per share includes no dilution and is computed by dividing
income available to common stockholders by the weighted average number of
common shares outstanding for the period. Dilutive earnings per share reflects
the potential dilution of securities that could share in the earnings of the
Company. Because the Company does not have any potentially dilutive securities,
the accompanying presentation is only of basic loss per share.
Stock-based compensation
- ------------------------
In December 2002, FASB 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
Tuscana Ventures, Inc.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
February 28, 2005 - Page 3
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (cont'd)
-----------------------------------------------------
Stock-based compensation - Cont'd
- ---------------------------------
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 August 31, 2003.
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 a 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 February 28, 2005, 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 FASB 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.
Recent Accounting Pronouncements
- --------------------------------
In December 2004, the FASB issued SFAS No.123R (revised 2004), "Share-Based
Payment." SFAS No. 123(R) will provide investors and other users of financial
statements with more complete and neutral financial information by requiring
that the compensation cost relating to share-based payment transactions be
recognized in financial statements. That cost will be measured based on the
fair value of the equity or liability instruments issued. SFAS No. 123(R)
covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation
rights, and employee share purchase plans. SFAS No. 123(R) replaces FASB
Statement No. 123, "Accounting for Stock-Based Compensation," and supersedes
APB Opinion No. 25, "Accounting for Stock Issued to Employees." Public entities
Tuscana Ventures, Inc.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
February 28, 2005 - Page 4
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (cont'd)
-----------------------------------------------------
Recent Accounting Pronouncements - Cont'd
- ------------------------------------------
(other than those filing as small business issuers) will be required to apply
SFAS No. 123(R) as of the first interim or annual reporting period that begins
after June 15, 2005. Management does not expect the adoption of SFAS 123 to
have a material impact on the Company's financial position or results of
operations.
Interim Financial Statements
- ----------------------------
The interim unaudited financial statements for the six months ended February
28, 2005 have been prepared on the same basis as the annual financial
statements and in the opinion of management, reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
Company's financial position, results of operations and cash flows for the
periods shown. The results of operations for such periods are not necessarily
indicative of the results expected for a full year or for any future period.
Note 3 Mineral Property
----------------
Menzies Bay Group
- -----------------
By a mineral property staking and purchase agreement dated February 20, 2003,
the Company acquired a 100% undivided right, title and interest in and to the
Menzies Bay Group of Claims located in the Province of British Columbia, Canada
in consideration for $6,200.
During the year ended August 31, 2004 the Company incurred a further $2,100 for
exploration work done on the property.
Note 4 Capital Stock
-------------
The Company's authorized common stock is 75,000,000 shares with a par value of
one tenth of one cent ($0.001) per share.
During the period from October 22, 2002 (Inception) to August 31, 2003 the
Company issued 5,310,000 common shares for total proceeds of $36,000. No shares
have been issued in the period from September 1, 2003 to February 28, 2005.
At February 28, 2005 and August 31, 2004 there were no outstanding stock
options or warrants.
Tuscana Ventures, Inc.
(An Exploration Stage Company)
Notes to the Interim Financial Statements
February 28, 2005 - Page 5
(Unaudited)
Note 5 Income Taxes
------------
The significant components of the Company's deferred tax assets are as follows:
February 28, August 31,
2005 2004
Deferred Tax Assets
Non-capital loss carryforward $ 4,685 $ 3,826
Less: valuation allowance for deferred tax asset ( 4,685) ( 3.826)
------------ ------------
$ - $ -
There were no temporary differences between the Company's tax and financial
bases that result in deferred tax assets, except for the Company's net
operating loss carryforwards amounting to approximately $31,236 at February 28,
2005 (August 31, 2004 - $25,506) which may be available to reduce future year's
taxable income. These carryforwards will expire, if not utilized, commencing in
2023. Management believes that the realization of the benefits from these
deferred tax assets appears uncertain due to the Company's limited operating
history and continuing losses. Accordingly a full, deferred tax asset valuation
allowance has been provided and no deferred tax asset benefit has been
recorded.
Changes In And Disagreements With Accountants
We have had no changes in or disagreements with our accountants.
Available Information
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.
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 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:
29
(1) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the director
has a material conflict of interest;
(2) a violation of criminal law (unless the director had
reasonable cause to believe that his or her conduct was lawful
or no reasonable cause to believe that his or her conduct was
unlawful);
(3) a transaction from which the director derived an improper
personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by
law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us,in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the
bylaws.
Our bylaws provide that we will advance 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.
30
Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 22.93
Transfer Agent Fees $ 1,000.00
Accounting fees and expenses $ 5,000.00
Legal fees and expenses $ 4,000.00
Edgar filing fees $ 1,500.00
-----------
Total $ 11,522.93
===========
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 issued 1,750,000 shares of our common stock to Mr. Jeffery Wolf and 1,750,000
shares to Mr. Greg Yanke January 8, 2003. Mr. Wolf is our president, chief
executive officer and a director. Mr. Yanke is our secretary, treasurer,
principal financial officer and a director. Mr. Wolf and Mr. Yanke acquired
these 3,500,000 shares at a price of $0.001 per share for total proceeds to us
of $3,500.00. Of these funds, $3,150 was paid to us subsequent to February 29,
2004. These shares were issued pursuant to Section 4(2) of the Securities Act
of 1933 (the "Securities Act") and are restricted shares as defined in the
Securities Act. Appropriate legends were affixed to the stock certificates
representing these shares.
We completed an offering of 1,500,000 shares of our common stock at a price of
$0.001 per share to a total of six purchasers on March 4, 2003. The total amount
received from this offering was $1,500. We completed this offering pursuant to
Regulation S of the Securities Act.
We completed an offering of 310,000 shares of our common stock at a price of
$0.10 per share to a total of 27 purchasers on August 13, 2003. Three of these
individuals had also purchased stock in our offering completed on February 7,
2003. The total amount received from this offering was $31,000. We completed
this offering pursuant to Regulation S of the Securities Act.
31
With respect to each of the above offerings completed pursuant to Regulation S
of the Securities Act, each purchaser represented to us that he was a non-U.S.
person as defined in Regulation S. We did not engage in a distribution of this
offering in the United States. Each purchaser represented his or her intention
to acquire the securities for investment only and not with a view toward
distribution. Appropriate legends will be affixed to the stock certificates
issued to each purchaser in accordance with Regulation S.
Each investor was given adequate access to sufficient information about us to
make an informed investment decision. None of the securities were sold through
an underwriter and accordingly, there were no underwriting discounts or
commissions involved. No registration rights were granted to any of the
purchasers.
Exhibits
Exhibit
Number Description
3.1* Articles of Incorporation
3.2* Bylaws
5.1 Legal opinion of Warren J. Soloski, with consent to use.
10.1* Mineral Property Staking and Purchase Agreement dated
February 20, 2003
23.1 Consent of Dale Matheson Carr-Hilton LaBonte, Chartered
Accountants
23.2 Consent of Dr. Warren Geiger, with consent to use Location map
of Menzies Bay property
99.1 Location map of Menzies Bay property
* filed as an exhibit to our registration statement on Form SB-2
dated July 13, 2004
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; 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 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 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
32
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 Kelowna,
Province of British Columbia on July 12, 2005.
Tuscana Ventures, Inc.
By:/s/ Jeffery Wolf
------------------------------
Jeffery Wolf, President, Chief
Executive Officer and Director
33
Power of Attorney
ALL MEN BY THESE PRESENT, that each person whose signature appears below
constitutes and appoints Jeffery Wolf, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all pre- or
post-effective amendments to this registration statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any one
of them, or their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/S/ Jeffery Wolf President, Chief Executive July 12, 2005
- ----------------------- Officer and Director
Jeffery Wolf
/s/ Greg Yanke Secretary, Treasurer, July 12, 2005
- ----------------------- Principal Accounting
Greg Yanke Officer and Director