UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
SEC File Number: 333-119715
Amendment Number 2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
QUORUM VENTURES, INC.
---------------------------
(Name of small business issuer in its charter)
NEVADA 1000 Applied For
- ------------- --------------------------- ----------------
(State or (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
Quorum Ventures, Inc.
Steven Bolton, President
2640 Tempe Knoll Drive
North Vancouver, British Columbia
Canada V7N 4K6
Telephone: (604) 908-0233
Facsimile: (604) 986-4733
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(Address and telephone number of principal executive offices)
Val-u-corp Services, Inc.
1802 N Carson Street, Suite 212
Carson City, Nevada, 89701
Telephone: 775-887-8853
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(Name, address and telephone number of agent for service)
Approximate date of
proposed sale to the public: as soon as practicable after
the effective date of this
Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
|__|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |__|
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES DOLLAR OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
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Common Stock $205,000 $0.10 $205,000 $25.97
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(1) Based on the last sales price on April 2, 2004
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457(o) under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
SUBJECT TO COMPLETION, Dated November 7, 2005
PROSPECTUS
QUORUM VENTURES,INC.
2,050,000 SHARES
COMMON STOCK
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The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.
Our common stock is presently not traded on any market or securities exchange.
----------------
The purchase of the securities offered through this prospectus involves a high
degree of risk. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 6-10
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
The selling shareholders will sell our shares at $0.10 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no guarantee when, if ever, our
shares will trade on the OTC Bulletin Board. We determined this offering price
based upon the price of the last sale of our common stock to investors.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The Date Of This Prospectus Is: November 7, 2005
Table Of Contents
PAGE
Summary .................................................................... 5
Risk Factors ............................................................... 6
- If we do not obtain additional financing, we will be unable
to finance exploration and our business will fail...................... 6
- Because we have only recently commenced business operations,
it is doubtful that we will ever achieve profitable operations,
which may result in a loss of your entire investment................... 7
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that we will not
discover any economic mineralization on the Upper Ross Lake
property and our business will fail.................................... 7
- We need to continue as a going concern if our business is
to succeed. Our independent auditor has raised doubt about
our ability to continue as a going concern............................. 8
- Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or
damages as we conduct our business and that we will become
insolvent as a result.................................................. 8
- Even if we discover commercial reserves of precious metals
on the Upper Ross Lake Property, we may not be able to
successfully obtain commercial production and will therefore
never achieve profitability............................................ 8
- If we become subject to burdensome government regulation
or other legal uncertainties, our costs of operations will
increase and our business will be negatively affected.................. 8
- Because our directors own 70.92% of our outstanding
stock, they could control and make corporate decisions
that may be disadvantageous to other minority stockholders ............ 9
- Because our president has other business interests,
he may not be able or willing to devote a sufficient
amount of time to our business operations, causing our
business to fail ...................................................... 9
- Because management has no technical experience in mineral
exploration, our business has a high risk of failure due to
potential poor business decisions...................................... 9
- Shareholders will suffer dilution if we sell additional
shares of our common stock in order to raise additional
funds.................................................................. 9
- If a market for our common stock does not develop,
shareholders may be unable to sell their shares ....................... 10
- A purchaser is purchasing penny stock which limits the
ability to sell stock ................................................. 10
Use of Proceeds ............................................................ 10
Determination of Offering Price ............................................ 10
Dilution ................................................................... 11
Selling Securityholders .................................................... 11
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 .................................................. 18
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 .................................................... 20
Plan of Operations ......................................................... 27
Description of Property .................................................... 30
Certain Relationships and Related Transactions ............................. 30
Market for Common Equity and Related Stockholder Matters ................... 30
Executive Compensation ..................................................... 31
Financial Statements ....................................................... 32
Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure......................................... 55
-4-
Summary
Prospective investors are urged to read this prospectus in its entirety.
We (Quorum Ventures Inc.) intend to be in the business of mineral property
exploration. To date, we have not conducted any exploration on our sole mineral
property, the Upper Ross Lake property located near Yellowknife, Northwest
Territories, Canada. We own a 90% interest in the three mineral claims
comprising the Upper Ross Lake property. We purchased these claims, subject to a
2% net smelter returns royalty, from Mr. Glen Macdonald of Vancouver British
Columbia for a cash payment of $7,500.
Our objective is to conduct mineral exploration activities on the Upper Ross
Lake property in order to assess whether it possesses economic reserves of
silver and gold. We have not yet identified any economic mineralization on the
property. Our proposed exploration program is designed to search for an economic
mineral deposit.
We were incorporated on February 2, 2004, under the laws of the state of Nevada.
Our principal offices are located at 50 Fell Avenue, Suite 101, North Vancouver,
British Columbia, Canada. Our telephone number is (604)908-0233.
The Offering:
Securities Being Offered Up to 2,050,000 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. There
is no guarantee when, if ever, our shares will
trade on the OTC Bulletin Board. We determined this
offering price based upon the price of the last
sale of our common stock to investors.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.
Termination of the Offering The offering will conclude when all of the
2,050,000 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
at the discretion of our directors.
Securities Issued
And to be Issued 7,050,000 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.
-5-
Use of Proceeds We will not receive any proceeds from
the sale of the common stock by the selling
shareholders.
Summary Financial Information
Balance Sheet August 31, 2005 May 31, 2005
(unaudited) (audited)
Cash $15,624 $15,624
Total Assets $15,624 $15,642
Liabilities $17,670 $15,742
Total Stockholders' Equity ($ 2,046) ($ 100)
Statement of Loss and Deficit
From Incorporation on
February 2, 2004 to August 31, 2005
(unaudited)
Revenue $ 0
Net Loss and Deficit ($32,046)
Risk Factors
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, WE WILL BE UNABLE TO FINANCE
EXPLORATION AND OUR BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended
exploration of the Upper Ross Lake property, and therefore we will need to
obtain additional financing in order to complete our business plan. As of
November 7, 2005, we had cash in the amount of $7,026. We currently do not have
any operations and we have no income. As well, we will not receive any funds
from this registration.
Our business plan calls for significant expenses in connection with the
exploration of the Upper Ross Lake property. While we have sufficient funds to
conduct initial exploration on the property, we will require additional
financing in order to determine whether the property contains economic
mineralization and to cover our anticipated administrative costs. We will also
require additional financing if the costs of the exploration of the Upper Ross
Lake property are greater than anticipated. Even after completing all proposed
exploration, we will not know if we have a commercially viable mineral deposit.
We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and may not be able to find such
financing if required. Obtaining additional financing would be subject to a
number of factors, including the market price for copper, zinc, silver and gold
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.
-6-
The most likely source of future funds presently available to us is through the
sale of equity capital. The only other anticipated alternative for the financing
of further exploration would be our sale of a partial interest in the Upper Ross
Lake property to a third party in exchange for cash or exploration expenditures,
which is not presently contemplated.
BECAUSE WE HAVE ONLY RECENTLY COMMENCES BUSINESS OPERATIONS, IT IS DOUBTFUL
THAT WE WILL EVER ACHIEVE PROFITABLE OPERATIONS, WHICH MAY RESULT IN A LOSS OF
YOUR ENTIRE INVESTMENT.
We have only recently commenced exploration on the Upper Ross Lake property.
Accordingly, we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on February 2, 2004 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 are unanticipated problems relating to
exploration (such as unusual rock formations), weather conditions, availability
of labor and consultants, unforeseen equipment costs (such as drill bits
breaking) and equipment transportation delays 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 Upper Ross
Lake property and the production of minerals from the claims, we will not be
able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT WE WILL NOT DISCOVER ANY ECONOMIC MINERALIZATION ON THE
UPPER ROSS LAKE PROPERTY AND OUR BUSINESS WILL FAIL.
-7-
The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral claims containing economic mineralization or reserves
of copper is extremely remote. Exploration for minerals is a speculative venture
necessarily involving substantial risk. In all probability, the Upper Ross Lake
property does not contain any reserves and funds that we spend on exploration
will be lost. As well, problems such as unusual or unexpected formations and
other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR
INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
The Report of Independent Registered Public Accounting Firm to our audited
financial statements for the periods ended May 31, 2004 and August 31, 2004
indicate 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
reports are that we have no source of revenue and our dependence upon obtaining
adequate financing. If we are not able to continue as a going concern, it is
likely investors will lose all of their investment.
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 AND THAT WE
WILL BECOME INSOLVENT AS A RESULT.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.
EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE UPPER ROSS
LAKE PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL
PRODUCTION AND WILL THEREFORE NEVER ACHIEVE PROFITABILITY.
The Upper Ross Lake 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. We may not be able to
obtain such financing.
IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, OUR COST OF OPERATIONS WILL INCREASE OUR BUSINESS WILL BE
NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral
property exploration and development. Under Canadian mining law, to engage in
certain types of exploration will require work permits, the posting of bonds,
and the performance of remediation work for any physical disturbance to the
land. While these current laws will not affect our current exploration plans, if
we proceed to commence drilling operations on the Upper Ross Lake property, we
will incur modest regulatory compliance costs.
-8-
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 70.9% OF OUR OUTSTANDING COMMON STOCK, THEY COULD MAKE
AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY
SHAREHOLDERS.
Our directors own approximately 70.9% 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.
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. Steven Bolton only spends approximately 15% of his business
time providing his services to us. While Mr. Bolton presently possesses adequate
time to attend to our interests, it is possible that the demands on Mr. Bolton
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 DUE TO POTENTIAL POOR BUSINESS DECISIONS.
None of our directors has any technical training in the field of geology and
specifically in the areas of exploring for, starting and operating a mine. As a
result, we may not be able to recognize and take advantage of potential
acquisition and exploration opportunities in the sector without the aid of
qualified geological consultants. As well, with no direct training or
experience, our management may not be fully aware of the specific requirements
related to working in this industry. Their decisions and choices may not be well
thought out and our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.
SHAREHOLDERS WILL SUFFER DILUTION IF WE SELL ADDITIONAL SHARES OF OUR COMMON
STOCK IN ORDER TO RAISE ADDITIONAL FUNDS
-9-
The most likely source of additional capital for funding our business plan will
be the sale of additional shares of our common stock. Any sale of share capital
will result in dilution to existing shareholders. Such dilution will result in a
decrease in the value of each of our shares.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for listing of our common stock on the
over the counter bulletin board upon the effectiveness of the registration
statement, of which this prospectus forms a part. Our shares may never trade on
the bulletin board. If no market is ever developed for our shares, it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
Please refer to the "Plan of Distribution" section for a more detailed
discussion of penny stock and related broker-dealer restrictions.
Forward-Looking Statements
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results may differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in the "Risk Factors" section and elsewhere in this prospectus.
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. There is no guarantee when, if ever, that
our shares will trade on the OTC Bulletin Board. We determined this offering
price, based upon the price of the last sale of our common stock to investors.
-10-
Dilution
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders.
Selling Securityholders
The selling securityolders named in this prospectus are offering all of
the 2,050,000 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. 2,000,000 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 23,
2004; and
2. 50,000 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 April 2, 2004.
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Name Of Shares Owned Selling Completion Completion
Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
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Matthew Hubbert 50,000 50,000 Nil Nil
1125 West 10th Avenue
Vancouver, B.C.
Sarah Dougan 50,000 50,000 Nil Nil
3053 Brookridge Drive
North Vancouver, B.C.
Catherine Lules 50,000 50,000 Nil Nil
884 Bute Street
Suite 101
Vancouver, B.C.
-11-
Andrea Franicevic 100,000 100,000 Nil Nil
1295 Richards Street
Suite 1605
Vancouver, B.C.
Lukas Giniotis 100,000 100,000 Nil Nil
884 Bute Street
Suite 101
Vancouver, B.C.
Niall McClelland 100,000 100,000 Nil Nil
884 Bute Street
Suite 101
Vancouver, B.C.
Vijay A. Kumar 100,000 100,000 Nil Nil
1344 Coleman Street
North Vancouver,B.C.
Vijai L. Kumar 100,000 100,000 Nil Nil
1344 Coleman Street
North Vancouver, B.C.
Candice Joiner 50,000 50,000 Nil Nil
1143 Haro Street
Vancouver, B.C.
Richard M. Dutt Sharma 100,000 100,000 Nil Nil
3012 Maplebrook Place
Coquitlam, B.C.
Shankar Dutt Sharma 100,000 100,000 Nil Nil
7711 147A Street
Surrey, B.C.
Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Name Of Shares Owned Selling Completion Completion
Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
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Sukender Datt-Sharma 100,000 100,000 Nil Nil
7505 145A Street
Surrey,B.C.
Maria S. Orosa 100,000 100,000 Nil Nil
1446 Esquimalt Avenue
West Vancouver,B.C.
Hjalmar Vlasveld 100,000 100,000 Nil Nil
933 Seymour Street,
Suite 1012
Vancouver, B.C.
-12-
Anil Rawal 100,000 100,000 Nil Nil
5574 Westhaven Road
West Vancouver, B.C.
Manjula Chaube 100,000 100,000 Nil Nil
4853 Colbrook Court
Burnaby, B.C.
Sunita Narayan 100,000 100,000 Nil Nil
3545 Wellington Avenue
Vancouver, B.C.
Ashok Chaube 100,000 100,000 Nil Nil
4853 Colbook Court
Burnaby, B.C.
Tristan Orchard 100,000 100,000 Nil Nil
1143 Haro Street
Bsmt Ste
Vancouver, B.C.
Dara Fahy 100,000 100,000 Nil Nil
1446 Esquimalt Avenue
West Vancouver, B.C.
Sarah Needham 100,000 100,000 Nil Nil
2557 Derbyshire Way
North Vancouver, B.C.
Jason Fawcus 100,000 100,000 Nil Nil
1295 Richards Steet
Suite 1605
Vancouver, B.C.
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
- --------------------------------------------------------------------------------
Brendan Orchard 10,000 10,000 Nil Nil
1143 Haro Street
Bsmt Ste
Vancouver, B.C.
Morgan Bexson 10,000 10,000 Nil Nil
1414 Haro Street
Suite 909
Vancouver, B.C.
Ashika Narayan 10,000 10,000 Nil Nil
3545 Wellington Avenue
Vancouver, B.C.
-13-
Jason Sulyma 10,000 10,000 Nil Nil
1345 Davie Street
Suite 34
Vancouver, B.C.
Sarita Nair 10,000 10,000 Nil Nil
4911 Payne Street
Vancouver, B.C.
The named party beneficially owns and has sole voting and investment 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 7,050,000 shares of common
stock outstanding on the date of this prospectus.
None of the selling shareholders:
(1) has had a material relationship with us other than as a
shareholder at any time within the past three years; or
(2) has ever been one of our officers or directors.
None of the selling shareholders is a broker-dealer or affiliate of a broker
dealer.
The following familial relationships exist between the selling shareholders:
1. Vijay A. Kumar and Vijai L. Kumar are husband and wife.
2. Richard Dutt Sharma and Sukender Datt Sharma are brothers.
3. Shankar Dutt Sharma is the cousin of Richard Dutt Sharma and Sukender
Datt Sharma.
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 may also sell their shares directly to market makers
acting as principals, brokers or dealers, who may act as agent or acquire the
common stock as 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 while acting
-14-
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. The selling shareholders do not have any
arrangements or agreements with any broker-dealers or underwriting firms to
resell on behalf of 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. There are no agreements or understandings between the
selling shareholders and any third parties with respect to the distribution of
their shares.
We are bearing all costs relating to the registration of the common stock. These
are estimated to be $12,500. 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 Exchange Act in the offer and sale of the common stock. In particular,
during such times as the selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common
stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
-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 of such duties;
* contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" prices for penny stocks and the significance of
the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on disciplinary
actions;
* defines significant terms in the disclosure document or in the conduct of
trading penny stocks; and
* contains such other information and is in such form (including language,
type, size, and format) as the Commission shall require by rule or
regulation;
The broker-dealer also must provide, prior to proceeding with any transaction in
a penny stock, the customer:
* with bid and offer quotations for the penny stock;
* details of the compensation of the broker-dealer and its salesperson in the
transaction;
* the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the market
for such stock; and
* monthly account statements showing the market value of each penny stock
held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
Legal Proceedings
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 1802 N. Carson Street, Suite 212, Carson City, Nevada,
89701.
Directors, Executive Officers, Promoters And Control Persons
Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:
-16-
Directors:
Name of Director Age
Steven Bolton 36
Bryan Markert 37
Executive Officers:
Name of Officer Age Office
- --------------------- ----- -------
Steven Bolton 36 President, Chief
Executive Officer and
promoter
Bryan Markert 37 Secretary and Treasurer
Biographical Information
Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.
Mr. Steven Bolton has acted as our President, chief executive officer, and as a
director since our incorporation on February 2, 2004. Mr. Bolton is a graduate
of the University of British Columbia where he earned his Bachelor of Science
degree in Zoology in 1990. From 1992 to present, he has been the manager of
Speedy Printing Centers, a commercial printing company located in North
Vancouver, British Columbia, and has been involved in all aspects of its
business operations.
Mr. Bolton does not have any professional training or technical credentials in
the exploration, development and operation of mines.
Mr. Bolton intends to devote approximately 15% of his business time to our
affairs.
Mr. Bryan Markert has acted as our secretary, treasurer and as a director since
our incorporation on February 2, 2004. Mr. Markert is a graduate of Simon Fraser
University located in Burnaby, British Columbia where he earned his Bachelor of
Arts degree in 1992, majoring in Urban Planning. From 1999 to present, Mr.
Markert has been employed by a major software company where he is a technical
engineer operating as the conduit between the company's custom software and its
end users.
Mr. Markert does not have any professional training or technical credentials in
the exploration, development and operation of mines.
Mr. Markert intends to devote approximately 10% of his business time to our
affairs.
Conflicts of Interest
Because neither of our directors has any other business involvement in the
mineral exploration sector, we do not anticipate any conflict of interest
developing between our directors and us with respect to our operations.
-17-
However, if such a conflict arises, our bylaws provide that each officer who
holds another office or possesses property whereby, whether directly or
indirectly, duties or interests might be created in conflict with his duties or
interests as our officer shall, in writing, disclose to the president the fact
and the nature, character and extent of the conflict and abstain from voting
with respect to any resolution in which the officer has a personal interest.
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.
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 November 7, 2005, 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 Steven Bolton 2,500,000 35.46%
Stock President, Chief
Executive Officer
and a Director
2118 Eastern Avenue, Suite 5,
North Vancouver, B.C., Canada
Common Bryan Markert 2,500,000 35.46%
Stock Secretary, Treasurer
and Director
722 East 6th Street,
North Vancouver B.C., Canada
Common All officers and directors 5,000,000 70.92%
Stock as a group that consists of shares
two people
The percent of class is based on 7,050,000 shares of common stock issued and
outstanding as of the date of this prospectus.
Description Of Securities
-18-
General
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
Common Stock
As of November 7, 2005, there were 7,050,000 shares of our common stock issued
and outstanding that are held by 29 stockholders of record. Holders of our
common stock are entitled to one vote for each share on all matters submitted to
a stockholder vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common stock voting
for the election of directors can elect all of the directors. Two persons
present and being, or representing by proxy, shareholders are necessary to
constitute a quorum at any meeting of our stockholders. A vote by the holders of
a majority of our outstanding shares is required to effectuate certain
fundamental corporate changes such as liquidation, merger or an amendment to our
articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.
Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.
Preferred Stock
We do not have an authorized class of preferred stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of
our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
-19-
Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
The financial statements included in this prospectus and the registration
statement have been audited by Dale Matheson Carr-Hilton LaBonte, 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. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The directors may also cause us to indemnify an
officer, employee or agent in the same fashion.
We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.
Organization Within Last Five Years
We were incorporated on February 2, 2004, under the laws of the state of Nevada.
On that date, Steven Bolton and Bryan Markert were appointed as our directors.
As well, Mr. Bolton was appointed as our president and chief executive officer,
while Mr. Markert was appointed as our secretary and treasurer.
Description Of Business
In General
We intend to commence operations as an exploration stage company. We will be
engaged in the acquisition, and exploration of mineral properties with a view to
exploiting any mineral deposits we discover that demonstrate economic
feasibility. We own a 90% interest in three mineral claims collectively known as
the Upper Ross Lake property. There is no assurance that a commercially viable
mineral deposit exists on the property. Further exploration will be required
before a final evaluation as to the economic and legal feasibility is
determined.
-20-
Our plan of operation is to conduct exploration work on the Upper Ross Lake
property in order to ascertain whether it possesses economic quantities of gold
and silver. There can be no assurance that economic mineral deposits or
reserves, exist on the Upper Ross Lake 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. The types of
minerals that we encounter on the Upper Ross Lake property will not result in
changes to our proposed exploration programs or methods.
Even if we complete our proposed exploration programs on the Upper Ross Lake
property and they are successful in identifying a mineral deposit, we will have
to spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.
Upper Ross Lake Property Purchase Agreement
On April 1, 2004, we entered into an agreement with Mr. Glen Macdonald of
Vancouver, British Columbia, whereby he agreed to sell to us a total of three
mineral claims located approximately 44 miles east-northeast of Yellowknife,
Northwest Territories that have the potential to contain gold and silver
mineralization or deposits. Neither we nor our management have any relationship
or affiliation with Mr. Macdonald.
In order to acquire a 90% interest in these claims, subject to a 2% net smelter
returns royalty, we paid $7,500 to Mr. Macdonald from our cash on hand. Mr.
Macdonald wished to retain a 10% interest in the claims. A net smelter returns
royalty is the percentage of money that the royalty holder would receive from
the sale of minerals from the property to a smelter, less refining charges, ore
treatment charges, penalties and transportation costs.
Description, Location and Access
The Upper Ross Lake Property is located along the west shore of Upper Ross Lake,
approximately 44 miles east-northeast of Back Bay at Yellowknife. The three
claims are:
IDA 1 -- Grant #F81805;
IDA 2 -- Grant #F81806; and
IDA 3,-- Grant #F81807.
The property may be accessed by float-equipped charter aircraft or helicopter
from Yellowknife. The claims are 17 land miles beyond the Cameron Lake Road
(Highway 4).
-21-
A single high ridge dominates the property, peaking at 298 meters, some 42
meters above the surface level of Upper Ross Lake. Only one other ridge in the
general area exceeds it in height. A precipitous slope falls northward away from
this crown and more gentle slopes radiate from it east, south and westward.
Over much of the property, good rock exposure exists. Where depressions do
occur, they are usually infilled by glacial debris. Along the west claim
boundary, a sizeable bog occurs and upon the peninsula, a drier upland swamp
masks much of the area. Stunted Banksian pine grows almost exclusively upon a
significant portion of the area infilled by glacial debris, while white and
black spruce blanket other depressions and swamps. A few birch and tamarack
trees are scattered on the property as well.
Title to the Upper Ross Lake Property
The Upper Ross Lake property consists of three mineral claims. These claims are
registered in the name of Glen Macdonald and are in good standing until May 27,
2006. This lapse date can be extended for up to ten years, provided that we
spend at least $2.00 per acre of land. The total acreage of the Upper Ross Lake
claims is 1,394.55 acres. After the ten year period has elapsed, the claims must
be legally surveyed and taken to lease, or the rights are forfeited.
A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground. Such rights may be transferred or held in
trust. Mr. Macdonald holds the three mineral claims comprising the Upper Ross
Lake property in trust for us. It is a common procedure to have such claims held
in trust given the expense that we would incur in registering as a recorded
claim holder in the Northwest Territories. We can request that the claims be
registered in our name at any time.
The registration of the claims in the name of a trustee does not impact a third
party's ability to commence an action against us respecting the Upper Ross Lake
property or to seize the claims after obtaining judgment.
The fee simple owner of the real property underlying the claims that comprise
the Upper Ross Lake property is the government of Canada. The government has the
right to sell title to this land to a third party, but is unlikely to do so
given the remote location of the property.
We have the right to explore the property for mineralization, provided such
exploration does not unreasonably disturb the fee simple owner's use of the
land. Because the property is undeveloped, the government's rights to the land
use will not be impacted and it will not have any obligations respecting the
land.
Rock Formation and Mineralization
The Upper Ross Lake property has undergone extensive alteration and tectonic
fracturing during different stages of its history. Alteration is any physical or
chemical change in the rock that occurs subsequent to its formation. Tectonic
fracturing is the occurrence of breaks or cracks in rock caused by movement of
the earth's plates. The openings in the rock permit mineral-bearing molten rock
to move from the earth's core to the surface and harden.
-22-
An intensely altered and fractured zone some 60 meters wide near the west side
of the property extends for a length of over 260 meters. Within this area, gold
and silver mineralization occurs in quartz veins, regularly shaped and lengthy
occurrences of mineralization, along with pyrrhotite, galena, sphalerite,
chalcopyrite and arsenopyrite. Pyrrhotite is a brownish iron sulfide mineral
having weak magnetic properties. Galena is mineral containing mainly lead
sulfide that is blue-gray in color. Sphalerite is an ore that is mainly a source
of zinc sulfide in crystalline form and contains some iron and calcium.
Chalcopyrite is a yellow rock consisting of copper, iron and sulphur.
Arsenopyrite, a combination of iron, sulphur and arsenic, is often associated
with gold mineralization.
Exploration History
Prospectors working for what is now known as Teck-Cominco originally discovered
gold mineralization on the Upper Ross Lake property during the 1940's.
Local prospectors selectively mined narrow, high-grade gold-bearing veins on the
claims until the mid-1950's. Production records were not maintained, but five
open pits are present on the property which have had several hundred tons of
material removed. Limited work and no drilling have been undertaken since.
In 1994, Ishtar Explorations Ltd., a private company, gathered grab samples the
mineralized surface rock that extends in a southerly direction from the old pit
areas.
Mr. Glen Macdonald, a professional geologist familiar with the region, staked
the Upper Ross Lake claims in 2003. We acquired our interest in the property
from him.
The claims comprising the Upper Ross Lake property are free of mineral workings,
equipment and other infrastructure facilities. We have not completed any
exploration work on the property and there is no exploration currently being
conducted on the claims, although we have funded $5,000 for the phase one
exploration program that will commence in November 2005. There is no power
source on the Upper Ross Lake property. We will need to use portable generators
if we require a power source for future exploration.
The Upper Ross Lake property is without known reserves. Our proposed exploration
programs are exploratory in nature.
Competition
While the mineral property exploration business is competitive, we do not
anticipate having any difficulties retaining qualified personnel to conduct
exploration on the Upper Ross Lake property.
Despite competition amongst silver and gold producers, there is a strong market
for any silver or gold that is removed from the Upper Ross Lake property. While
it is unlikely that we will discover a mineral deposit on the property, if we
do, the value of the property will be influenced by the market prices for silver
and gold. These prices, to some degree, are influenced by the amount of silver
and gold sold by advanced stage production companies.
-23-
There are a large number of mineral exploration companies such as us that look
to acquire interests in properties and conduct exploration on them. Given the
large number of unexplored or under explored mineral properties that are
currently available for acquisition, we do not expect competition to have a
material impact on our business operations.
In the mineral exploration sector, our competitive position is insignificant.
There are numerous mineral exploration companies with substantially more capital
and resources that are able to secure ownership of mineral properties with a
greater potential to host economic mineralization. We are not able to complete
with such companies. Instead, we will attempt to acquire properties without
proven mineral deposits that may have the potential to contain mineral deposits.
Geological Assessment Report: Upper Ross Lake Property
We retained Mr. William G. Timmins, a geological engineer, to prepare a
geological summary report on the Upper Ross Lake property. Mr. Timmins is a
graduate of the Provincial Institute of Mining located in Haileybury, Ontario
(1956) and attended Michigan Technological University from 1962 t0 1965, where
he studied geology. He was licensed by the Professional Engineers Association of
British Columbia in 1969 in the geological discipline. Mr. Timmins has practiced
as geologist for over 45 years, having been engaged in the evaluation,
exploration and development of mineral properties in Canada, the United States,
Latin and South America, Australia and New Zealand.
Mr. Timmins concludes that the Upper Ross Lake property warrants further
exploration, given the previous discovery of significant grades of gold and
silver mineralization. Mineral grades are considered significant if they are
higher than would be typically found on any given property and if they suggest
that the property thereby has the potential to become a mine.
Mr. Timmins also notes that there has never been a systematic sampling program
on the property and that no modern exploration technology has ever been applied
to the prospect. He recommends a two-phase exploration program to further
evaluate the Upper Ross Lake Property.
Phase I would consist of compiling past exploration data and sampling areas of
the property that were previously explored. Sampling consists of a consulting
geologist gathering soil or pieces of rock that appear to contain precious
metals such as gold and silver. All samples gathered will be sent to a
laboratory where they are crushed and analysed for metal content.
Phase II would consist of geological mapping and geophysical test surveys.
Geological mapping involves plotting previous exploration data relating to the
Upper Ross Lake Property on a map in order to determine the best property
locations to conduct subsequent exploration work.
-24-
Geophysical surveying is the search for mineral deposits by measuring the
physical property of near-surface rocks, and looking for unusual responses
caused by the presence of mineralization. Electrical, magnetic, gravitational,
seismic and radioactive properties are the ones most commonly measured.
Proposed Budget
Approximate costs for the recommended two phase program are as following:
Phase One: Data Acquisition
Resampling of old workings: $5,000.00
---------
Total Phase I Costs: $5,000.00
=========
Phase Two: Geological Survey and
Geophysical Survey
Mapping: $ 2,000.00
Analytical: $ 2,000.00
Geophysical test surveys: $ 6,000.00
----------
Total Phase II Costs: $10,000.00
----------
Total Program Costs: $15,000.00
==========
We have funded the phase one exploration costs from our cash on hand. We also
anticipate that we will be able to fund most or all of the phase two exploration
program from our current cash on hand. In order to fund future operations,
including administrative costs relating to our reporting obligations, we will
have to raise additional capital. We anticipate raising funds through the sale
of additional shares of our common stock or through director loans, though we do
not have any commitments in this regard.
If we are unable to raise sufficient capital, we may also consider selling a
portion of the Upper Ross Lake property to a third party in exchange for that
party paying us cash and/or committing to complete a certain amount of
exploration on the property. We have not contacted any third parties regarding
such an arrangement.
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 Northwest Territories specifically.
We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.
-25-
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.
We will not incur any government compliance costs in connection with the
proposed phase one and two exploration programs on the Upper Ross Lake property.
However, when we conduct advanced exploration on the claims that includes the
disturbance of surface soil, as would happen during a drilling program, we would
anticipate incurring costs of around $10,000 in complying with remediation
requirements. Remediation involves putting the property surface back in the same
state as we initially found it. These steps usually include earth movement to
fill any holes we create during exploration and tree planting.
Also, to operate a working mine in the jurisdiction, the Environmental
Assessment Act may require an environmental review process. The cost of
complying with these regulations may cost as much as $100,000 during the course
of exploration that will be necessary to determine whether the Upper Ross Lake
property contains economic mineralization.
In order to fund the above costs, we will have to raise additional capital. We
anticipate raising funds through the sale of additional shares of our common
stock, though we do not have any commitments in this regard.
Employees
-26-
We have no employees as of the date of this prospectus other than our two
directors.
Research and Development Expenditures
We have not incurred any other research or development expenditures since our
incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Reports to Security Holders
Although we are not required to deliver a copy of our annual report to our
security holders, we will voluntarily send a copy of our annual report,
including audited financial statements, to any registered shareholder who
requests it. We will not be a reporting issuer with the Securities and Exchange
Commission until our registration statement on Form SB-2 is declared effective.
We have filed a registration statement on Form SB-2, under the Securities Act of
1933, with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the Commission at 1-800-SEC-0330 for further information on the operation
of the public reference rooms. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports, proxy
statements and information regarding registrants that file electronically with
the Commission. Our registration statement and the referenced exhibits can also
be found on this site.
Plan Of Operations
-27-
Our plan of operation for the twelve months following the date of this
prospectus is to complete the recommended phase one and two exploration programs
on the Upper Ross Lake property consisting of re-sampling of old workings,
geologic mapping, analytical and test surveys. We anticipate that the phase one
program will cost approximately $5,000, while the phase two program will cost
approximately $10,000. To date, we have not commenced exploration on the Upper
Ross Lake property, although we have funded the phase one exploration program.
We plan to commence the phase one exploration program on the Upper Ross Lake
property in November 2005. The program should take approximately one month to
complete. Phase one will consist of a consulting geologist reviewing and
compiling information regarding previous exploration on the property and the
re-sampling of property that are known to contain gold. The re-sampling will be
conducted by a geologist and his helper. They will gather rock and soil samples
from various property locations and then ship them to a laboratory that will
analyze them for mineral content. The geologist will then analyze the laboratory
results in order to determine which directions, if any, that mineralization
trends on the property and to choose property areas upon which future
exploration should focus. Our directors, Steven Bolton and Bryan Markert, will
not be involved in exploration work on the property.
The objective of the phase one exploration program will be to confirm the
presence of gold in previously sampled areas and to gain an understanding of
where additional mineralization may be discovered on the property.
We will then undertake the phase two work program during the spring of 2006.
This program will also take approximately one month to complete. It will consist
of mapping and reviewing the results of the phase one exploration program and
performing geophysical test surveys on the claims.
Mapping involves plotting previous exploration data relating to a property on a
map in order to determine the best property locations to conduct subsequent
exploration work.
Geophysical surveying is the search for mineral deposits by measuring the
physical property of near-surface rocks, and looking for unusual responses
caused by the presence of mineralization. Electrical, magnetic, gravitational,
seismic and radioactive properties are the ones most commonly measured. The
geologist overseeing the phase two exploration program will choose the
appropriate geophysical survey or surveys based on the results of the phase one
program.
The budget for the phase two program is as follows:
Mapping: $ 2,000.00
Analytical: $ 2,000.00
Geophysical test surveys: $ 6,000.00
----------
Total Phase II Costs: $10,000.00
We intend to retain Mr. William Timmins, a geological engineer, to undertake the
proposed exploration on the Upper Ross Lake property given his familiarity with
the property area. Mr. Timmins has worked on other mineral exploration projects
in the region of the Upper Ross Lake claims and visited the property during
April 2004. Mr. Timmins has never had and does not have any relationship or
affiliation with us or our management.
-28-
We do not have any verbal or written agreement regarding the retention of Mr.
Timmins for this exploration program, though he has indicated that he will be
available to provide his services. We have not executed a formal agreement with
Mr. Timmins because that is not the typical practice in the mineral exploration
sector. The costs of Mr. Timmins's services are included in his phase one and
phase two budgets.
As well, we anticipate spending an additional $15,000 on professional fees,
including fees payable in connection with the filing of this registration
statement and complying with reporting obligations, and general administrative
costs.
Total expenditures over the next 12 months are therefore expected to be $30,000.
We will not realize any revenue from our operations in the next 12 months. Our
current cash on hand as of November 7, 2005 is $7,026.
Our cash reserves are not sufficient to meet our obligations for the next
twelve-month period. As a result, we will need to seek additional funding in the
near future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of our common stock. We may also seek to obtain
short-term loans from our directors, although no such arrangement has been made.
At this time, we cannot provide investors with any assurance that we will be
able to raise sufficient funding from the sale of our common stock or through a
loan from our directors to meet our obligations over the next twelve months. We
do not have any arrangements in place for any future equity financing. Our
directors have indicated that they are prepared to loan us up to $50,000 for
operations, though they have no obligations in this regard. Such loans would be
unsecured, non-interest bearing loans with no fixed terms of repayment.
If we are unable to raise sufficient capital, we may also consider selling a
portion of the Upper Ross Lake property to a third party in exchange for that
party paying us cash and/or committing to complete a certain amount of
exploration on the property. We have not contacted any third parties regarding
such an arrangement.
Results Of Operations For The Period From Inception Through August 31, 2005
We have not earned any revenues from our incorporation on February 2, 2004 to
August 31, 2005. We do not anticipate earning revenues unless we enter into
commercial production on the Upper Ross Lake property, which is doubtful. We
have not commenced the exploration stage of our business and can provide no
assurance that we will discover economic mineralization on the property, or if
such minerals are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $32,046 for the period from our
inception on February 2, 2004 to August 31, 2005. These operating expenses were
comprised of accounting and audit fees of $14,476, $12,500 in mineral property
costs, $4,000 in legal fees, $858 in filing fees and $212 in bank charges.
-29-
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 90% interest, subject to a 2% net smelter returns interest, in three
mineral claims comprising the Upper Ross Lake property. We do not own or lease
any property other than the Upper Ross Lake property. Our president, Steven
Bolton, provides home office space to us free of charge.
Certain Relationships And Related Transactions
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to our outstanding shares of
common stock;
* Our sole promoter, Steven Bolton;
* Any member of the immediate family of any of the foregoing persons.
Our sole promoter, Steven Bolton, has not received anything of value from us,
directly or indirectly, since our inception. We have not acquired any assets
from Mr. Bolton.
Market For Common Equity And Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
Stockholders of Our Common Shares
As of the date of this registration statement, we have 29 registered
shareholders.
-30-
Rule 144 Shares
A total of 5,000,000 shares of our common stock are available for resale to the
public after February 25, 2005 in accordance with the volume and trading
limitations of Rule 144 of the Act. In general, under Rule 144 as currently in
effect, a person who has beneficially owned shares of a company's common stock
for at least one year is entitled to sell within any three month period a number
of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then outstanding
which, in our case, will equal 70,050 shares as of the date of this
prospectus; or
2. the average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on Form 144 with respect
to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 5,000,000 shares that may be sold pursuant to Rule 144.
Registration Rights
We have not granted registration rights to the selling shareholders or to any
other persons.
Dividends
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual course
of business; or
2. our total assets would be less than the sum of our total liabilities plus
the amount that would be needed to satisfy the rights of shareholders who
have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
Executive Compensation
Summary Compensation Table
-31-
The table below summarizes all compensation awarded to, earned by, or
paid to our executive officers by any person for all services rendered in all
capacities to us for the fiscal years ended May 31, 2005 and 2004 and the
subsequent period to the date of this prospectus.
Annual Compensation
Other Restricted Options/ LTIP Other
Stock * SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
- --------------------------------------------------------------------------------
Steven Pres. 2005 $0 0 0 0 0 0 0
Bolton CEO & 2004 $0 0 0 0 0 0 0
Dir.
Bryan Sec. 2005 $0 0 0 0 0 0 0
Markert & 2004 $0 0 0 0 0 0 0
Treas.
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. Bolton or
Mr. Markert. We do not pay them any amount for acting as a director.
Financial Statements
Index to Financial Statements:
1. Report of Independent Registered Public Accounting Firm;
2. Audited financial statements for the period ending May 31, 2005, including:
a. Report of Independent Registered Public Accounting Firm;
b. Balance Sheet;
c. Statement of Operations
d. Statement of Cash Flows; and
e. Statement of Stockholders' Equity;
f. Notes to Financial Statements
3. Audited financial statements for the period ending August 31, 2005,
including:
a. Report of Independent Registered Public Accounting Firm;
b. Balance Sheet;
c. Statement of Operations
d. Statement of Cash Flows; and
e. Statement of Stockholders' Equity;
f. Notes to Financial Statements
-32-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
May 31, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
STATEMENT OF STOCKHOLDERS' EQUITY
NOTES TO THE FINANCIAL STATEMENTS
-33-
- --------------------------------------------------------------------------------
[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]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Quorum Ventures, Inc.
We have audited the balance sheet of Quorum Ventures, Inc. (an exploration stage
company) as of May 31, 2005 and the statements of operations, stockholders'
equity and cash flows for the year then ended. 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. The Company's
financial statements as at May 31, 2004, and for the period from February 2,
2004 (inception) to May 31, 2004 were audited by other auditors whose report
dated October 12, 2004 included an explanatory paragraph regarding the Company's
ability to continue as a going concern. The financial statements for the period
from February 2, 2004 (date of inception) to May 31, 2004 reflect a net loss of
$14,547 of the related cumulative total net loss. The other auditors' report has
been furnished to us, and our opinion, insofar as it relates to amounts included
for such prior periods, is based solely on the report of such other auditor.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform 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, based on our audit and the report of the other auditor, these
financial statements present fairly, in all material respects, the financial
position of Quorum Ventures, Inc. as of May 31, 2005 and the results of its
operations and its cash flows and the changes in stockholders' equity for the
year then ended and for the period from February 2, 2004 (date of inception) to
May 31, 2005 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, the Company is in the exploration stage and has incurred
losses since inception and has limited working capital available raising
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
..
/s/ Dale Matheson Carr-Hilton LaBonte
CHARTERED ACCOUNTANTS
September 21, 2005 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>
-34-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
<table>
<caption>
May 31, 2005 May 31,
2004
<s> <c> <c>
ASSETS
Current Assets
Cash $ 15,642 $ 22,503
---------------- ----------------
Total assets $ 15,642 $ 22,503
================ ================
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities $ 15,742 $ 7,050
---------------- ----------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock (Note 4)
75,000,000 shares authorized, $0.001 par value,
7,050,000 shares outstanding 7,050 7,050
Additional paid in capital 22,950 22,950
Deficit accumulated during the exploration stage ( 30,100) ( 14,547)
---------------- -----------------
( 100) 15,453
---------------- -----------------
Total liabilities and stockholders' equity (deficiency) $ 15,642 $ 22,503
================ =================
</table>
Nature And Continuance of Operations (Note 1)
The accompanying notes are an integral part of these financial statements.
-35-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
<table>
<caption>
February 2, 2004 February 2, 2004
Year ended (Inception) to May (Inception) to May
May 31, 31, 31,
2005 2004 2005
---- ---- ----
<s> <c> <c> <c>
Expenses
Accounting and audit $ 7,048 $ 5,500 $ 12,548
Bank charges 147 47 194
Filing 858 - 858
Legal 2,500 1,500 4,000
Mineral property costs 5,000 7,500 12,500
----------------- ---------------- ----------------
Loss before income taxes (15,553) (14,547) (30,100)
Provision for income taxes - - -
----------------- ---------------- -----------------
Net loss for the period $ (15,553) $ (14,547) $ (30,100)
================= ================ =================
Net loss per share, basic and diluted $ (0.00) $ (0.00)
================= =================
Weighted average number of shares outstanding 7,050,000 5,322,266
================= =================
</table>
The accompanying notes are an integral part of these financial statements.
-36-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
<table>
<caption>
February 2, 2004 February 2, 2004
Year ended (Inception) to May (Inception) to May
May 31, 31, 31,
2005 2004 2005
---- ---- ----
<s> <c> <c> <c>
Cash Flows From Operating Activities
Net loss for the period $ ( 15,553) $ ( 14,547) $ ( 30,100)
Change in liabilities
Accounts payable and accrued liabilities 8,692 7,050 15,742
----------------- ----------------- ------------------
Net cash used in operating activities ( 6,861) ( 7,497) ( 14,358)
----------------- ----------------- ------------------
Cash Flows From Financing Activities
Proceeds from sale and issuance of common stock - 30,000 30,000
----------------- ----------------- ------------------
Net cash from financing activities - 30,000 30,000
----------------- ----------------- ------------------
Increase (decrease) in cash during the period ( 6,861) 22,503 15,642
Cash, beginning of the period 22,503 - -
----------------- ----------------- ------------------
Cash, end of the period $ 15,642 $ 22,503 $ 15,642
================= ================= ==================
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes - - -
================= ================= ==================
</table>
The accompanying notes are an integral part of these financial statements.
-37-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY for the
period February 2, 2004 (Inception) to May 31, 2005
<table>
<caption>
Deficit
Accumulated
Additional During the
Common Shares Paid-in Exploration
-----------------------------------
Number Amount Capital Stage Total
------ ------ ------- ----- -----
<s> <c> <c> <c> <c> <c>
Common stock issued for cash
- at $0.001 per share, February 2004 5,000,000 $ 5,000 $ - $ - $ 5,000
- at $0.01 per share, March 2004 2,000,000 2,000 18,000 - 20,000
- at $0.10 per share, April 2004 50,000 50 4,950 - 5,000
Net loss for the period - - - ( 14,547) ( 14,547)
----------- -------------- -------------- --------------- ---------------
Balance, May 31, 2004 7,050,000 $ 7,050 $ 22,950 $ ( 14,547) $ 15,453
Net loss for the year - - - ( 15,553) ( 15,553)
----------- -------------- -------------- --------------- ---------------
Balance, May 31, 2005 7,050,000 $ 7,050 $ 22,950 $ ( 30,100) $ ( 100)
=========== ============== ============== =============== ===============
</table>
The accompanying notes are an integral part of these financial statements.
-38-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2005
Note 1 Nature and Continuance of Operations
------------------------------------
Organization
The Company was incorporated in the State of Nevada on February 2,
2004. The Company's fiscal year end is May 31.
Exploration Stage Activities
The Company has been in the exploration stage since its formation
and has not yet realized any revenues from its planned operations.
It is primarily engaged in the acquisition and exploration of
mining properties.
The Company has acquired a mineral property located in the
Province of British Columbia, Canada and has not yet determined
whether this property contains reserves that are economically
recoverable. The recoverability of amounts from the property will
be dependent upon the discovery of economically recoverable
reserves, confirmation of the Company's interest in the underlying
property, the ability of the Company to obtain necessary financing
to satisfy the expenditure requirements under the property
agreement and to complete the development of the property and upon
future profitable production or proceeds for the sale thereof.
Going concern
These financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of
America with the on-going assumption that the Company will be able
to realize its assets and discharge its liabilities in the normal
course of business. The Company has incurred losses since
inception resulting in an accumulated deficit of $30,100 as of May
31, 2005 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. These financial statements do not
include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the Company
be unable to continue as a going concern. Management intends to
address the going concern issue by funding future operations
through the sale of equity capital and by director loans, if
needed.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
The financial statements of the Company are presented in US
dollars and have been prepared in accordance with United States
generally accepted accounting principles.
-39-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2005
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Mineral Property
----------------
The Company has been in the exploration stage since its formation
on February 2, 2004 and has not realized any revenues from its
planned operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property acquisition and
exploration costs are charged to operations as incurred. When it
has been determined that a mineral property can be economically
developed as a result of establishing proven and probable
reserves, the costs incurred to develop such property are
capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.
Use of Estimates and Assumptions
--------------------------------
The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of
America 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.
Foreign Currency Translation
----------------------------
The financial statements are presented in United States dollars.
In accordance with Statement of Financial Accounting Standard
("SFAS") 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
period. Certain 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.
Income Taxes
------------
A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating
loss carryforwards. Deferred tax expenses (recovery) result from
the net change during the period of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.
-40-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2005
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Stock-based Compensation
------------------------
In December 2002, the Financial Accounting Standards Board
("FASB") issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", 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. As the Company has not granted any stock options no
pro-forma disclosure has been provided.
The Company has elected to account for stock options granted to
employees and officers using the intrinsic value based method 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. Under APB No. 25,
compensation expense 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. In addition, with respect to stock options granted to
employees, the Company provides pro-forma information as required
by SFAS No. 123 showing the results of applying the fair value
method using the Black-Scholes option pricing model. In accordance
with SFAS No. 123, the Company applies the fair value method using
the Black-Scholes option-pricing model in accounting for options
granted to consultants.
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 ("EITF 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.
The Company has not adopted a stock option plan and has not
granted any stock options. Accordingly, no stock-based
compensation has been recorded to date.
-41-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2005
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Net Loss Per Share
------------------
Basic net loss per share is computed by dividing net loss
attributable to common stockholders by the weighted average number
of shares of common stock outstanding during the period. Diluted
net loss per share takes into consideration shares of common stock
outstanding (computed under basic loss per share) and potentially
dilutive shares of common stock.
Recent Accounting Pronouncements
--------------------------------
In March 2004, the FASB issued EITF No. 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investments ("EITF 03-1"). The objective of EITF 03-1 is to
provide guidance for identifying impaired investments. EITF 03-1
also provides new disclosure requirements for investments that are
deemed to be temporarily impaired. In October 2004, the FASB
delayed the recognition and measurement provisions of EITF 03-1
until implementation guidance is issued. The disclosure
requirements are effective for annual periods ending after June
15, 2004, and remain in effect. Management believes that the
adoption of EITF 03-1 will not have a material impact on the
Company's financial condition or results of operations.
In December 2004, the FASB issued SFAS No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123(R)"), which requires the
compensation cost related to share-based payments, such as stock
options and employee stock purchase plans, be recognized in the
financial statements based on the grant-date fair value of the
award. SFAS 123(R) is effective for all interim periods beginning
after December 15, 2005. Management is currently evaluating the
impact which the adoption of this standard will have on the
Company's financial condition or results of operations, should the
Company grant stock options in the future.
In December 2004, the FASB issued SFAS No. 153, Exchanges of
Non-monetary Assets, an amendment of APB Opinion No. 29,
Accounting for Non-monetary Transactions ("SFAS 153") SFAS 153
requires that exchanges of non-monetary assets are to be measured
based on fair value and eliminates the exception for exchanges of
non-monetary, similar productive assets, and adds an exemption for
non-monetary exchanges that do not have commercial substance. SFAS
153 will be effective for fiscal periods beginning after June 15,
2005. Management does not believe that the adoption of this
standard will have a material impact on the Company's financial
condition or results of operations.
-42-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2005
Note 3 Mineral Property
----------------
By a mineral property purchase agreement dated April 21, 2004, the
Company acquired a 90% undivided right, title and interest in and
to three mineral claims in Yellowknife, Northwest Territories,
Canada by the payment of $7,500. The claims are held in trust for
the Company by the property vendor. The 90% right, interest, and
title in and to the claims is transferable to the company at any
time upon request, and is subject to a 2% net smelter return
royalty. As at May 31, 2005 one of the claims had lapsed leaving
two claims in good standing.
Note 4 Common Stock
------------
The common shares of the Company are all of the same class, are
voting, and entitle stockholders to receive dividends. Upon
liquidation or wind-up, stockholders are entitled to participate
equally with respect to any distribution of net assets or any
dividends with may be declared.
The excess of proceeds received for shares of common stock over
their par value of $0.001, less share issue costs, is credited to
additional paid-in capital.
At May 31, 2005, there were no outstanding stock options or
warrants.
Note 5 Income Taxes
------------
A reconciliation of income taxes at statutory rates with the
reported taxes as follows:
<table>
<caption>
2005 2004
---- ----
<s> <c> <c>
Loss before income taxes $ (15,553) $ (14,547)
============= ==============
Expected income tax recovery
Unrecognized benefit of operation loss carryforwards $ 5,288 $ 4,946
( 5,288) ( 4,946)
--------------- ---------------
Income tax benefit $ - $ -
=============== ===============
</table>
Significant components of the Company's deferred tax assets based
on statutory tax rates are as follows:
<table>
<caption>
2005 2004
----- ----
<s> <c> <c>
Deferred tax assets:
Operating loss carryforwards $ 5,288 $ 4,946
Valuation allowance ( 5,288) ( 4,946)
--------------- ---------------
Net deferred tax assets $ - $ -
=============== ===============
</table>
The Company has approximately $30,100 of operating loss
carryforwards which expire over 20 years beginning in 2024.
-43-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
May 31, 2005
The Company has provided a valuation allowance against its
deferred tax assets given that it is in the development stage and
there is substantial uncertainty as to the Company's ability to
realize future benefits.
Note 6 Financial Instruments
---------------------
Financial instruments include cash, accounts payables and accrued
liabilities. These amounts are short-term in nature and management
has determined the recorded carrying value approximates fair
value. The Company does not use any derivative or hedging
instruments.
Net smelter royalties and similar future entitlements or
commitments are not considered to have measurable value until such
time as the mineral interests to which they relate have reached
the development or mining feasibility stage.
Note 7 Segment Information
-------------------
The Company currently conducts all of its operations in Canada.
-44-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
August 31, 2005
(Unaudited)
BALANCE SHEETS
INTERIM STATEMENTS OF OPERATIONS
INTERIM STATEMENTS OF CASH FLOWS
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
NOTES TO THE FINANCIAL STATEMENTS
-45-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
<table>
<caption>
August 31, May 31,
2005 2005
---- ----
(Unaudited)
<s> <c> <c>
ASSETS
Current Assets
Cash $ 15,624 $ 15,642
---------------- ----------------
Total assets $ 15,624 $ 15,642
================ ================
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities $ 17,670 $ 15,742
---------------- ----------------
STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock (Note 4)
75,000,000 shares authorized, $0.001 par value,
7,050,000 shares outstanding 7,050 7,050
Additional paid in capital 22,950 22,950
Deficit accumulated during the exploration stage ( 32,046) ( 30,100)
---------------- ----------------
( 2,046) ( 100)
---------------- ----------------
Total liabilities and stockholders' equity (deficiency) $ 15,624 $ 15,642
================ ================
</table>
Nature And Continuance of Operations (Note 1)
The accompanying notes are an integral part of these financial statements.
-46-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
<table>
<caption>
Three months Three months February 2, 2004
ended ended (Inception) to
August 31, August 31, August 31,
2005 2004 2005
---- ---- ----
<s> <c> <c> <c>
Expenses
Accounting and audit $ 1,928 $ 4,356 $ 14,476
Bank charges 18 43 212
Filing - - 858
Legal - 500 4,000
Mineral property costs - - 12,500
---------------- ---------------- -----------------
Loss before income taxes (1,946) (4,899) (32,046)
Provision for income taxes - - -
---------------- ---------------- -----------------
Net loss for the period $ (1,946) $ (4,899) $ (32,046)
================ ================ =================
Net loss per share, basic and diluted $ (0.00) $ (0.00)
================ ================
Weighted average number of shares outstanding 7,050,000 7,050,000
================ ================
</table>
The accompanying notes are an integral part of these financial statements.
-47-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF CASH FLOWS
(Unaudited)
<table>
<caption>
Three months Three months February 2, 2004
ended ended (Inception) to
August 31, August 31, August 31,
2005 2004 2005
---- ---- ----
<s> <c> <c> <c>
Cash Flows From Operating Activities
Net loss for the period $ ( 1,946) $ ( 4,899) $ ( 32,046)
Change in liabilities
Accounts payable and accrued liabilities 1,928 4,321 17,670
----------------- ----------------- ------------------
Net cash used in operating activities ( 18) ( 578) ( 14,376)
----------------- ----------------- ------------------
Cash Flows From Financing Activities
Proceeds from sale and issuance of common stock - - 30,000
----------------- ----------------- ------------------
Net cash from financing activities - - 30,000
----------------- ----------------- ------------------
Increase in cash during the period ( 18) ( 578) 15,624
Cash, beginning of the period 15,642 22,503 -
----------------- ----------------- ------------------
Cash, end of the period $ 15,624 $ 21,925 $ 15,624
================= ================= ==================
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes - - -
================= ================= ==================
</table>
The accompanying notes are an integral part of these financial statements.
-48-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY for
the period February 2, 2004 (Inception) to August 31,
2005
(Unaudited)
<table>
<caption>
Deficit
Accumulated
Additional During the
Common Shares Paid-in Exploration
-----------------------------------
Number Amount Capital Stage Total
------ ------ ------- ----- -----
<s> <c> <c> <c> <c> <c>
Common stock issued for cash
- at $0.001 per share, February 2004 5,000,000 $ 5,000 $ - $ - $ 5,000
- at $0.01 per share, March 2004 2,000,000 2,000 18,000 - 20,000
- at $0.10 per share, April 2004 50,000 50 4,950 - 5,000
Net loss for the period - - - ( 14,547) ( 14,547)
---------- -------------- -------------- --------------- ---------------
Balance, May 31, 2004 7,050,000 $ 7,050 $ 22,950 $ ( 14,547) $ 15,453
Net loss for the year - - - ( 15,553) ( 15,553)
---------- -------------- -------------- --------------- ---------------
Balance, May 31, 2005 7,050,000 $ 7,050 $ 22,950 $ ( 30,100) $ ( 100)
Net loss for the period - - - ( 1,946) ( 1,946)
---------- -------------- -------------- --------------- ---------------
Balance, August 31, 2005 7,050,000 $ 7,050 $ 22,950 $ ( 32,046) $ ( 2,046)
========== ============== ============== =============== ===============
</table>
The accompanying notes are an integral part of these financial statements.
-49-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
August 31, 2005
(Unaudited)
Note 1 Nature and Continuance of Operations
------------------------------------
Organization
The Company was incorporated in the State of Nevada on February 2,
2004. The Company's fiscal year end is May 31.
Exploration Stage Activities
The Company has been in the exploration stage since its formation
and has not yet realized any revenues from its planned operations.
It is primarily engaged in the acquisition and exploration of
mining properties.
The Company has acquired a mineral property located in the
Province of British Columbia, Canada and has not yet determined
whether this property contains reserves that are economically
recoverable. The recoverability of amounts from the property will
be dependent upon the discovery of economically recoverable
reserves, confirmation of the Company's interest in the underlying
property, the ability of the Company to obtain necessary financing
to satisfy the expenditure requirements under the property
agreement and to complete the development of the property and upon
future profitable production or proceeds for the sale thereof.
Going concern
These financial statements have been prepared on a going concern
basis which assumes that the Company will be able to realize its
assets and discharge its liabilities in the normal course of
business. The Company has incurred losses since inception
resulting in an accumulated deficit of $32,046 as of August 31,
2005 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. These financial statements do not
include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the Company
be unable to continue as a going concern. Management intends to
address the going concern issue by funding future operations
through the sale of equity capital and by director loans, if
needed.
Unaudited Interim Financial Statements
--------------------------------------
The accompanying unaudited interim financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB of Regulation S-B. They may not
include all information and footnotes required by generally
accepted accounting principles for complete financial statements.
However, except as disclosed herein, there have been
-50-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
August 31, 2005
(Unaudited)
Note 1 Nature and Continuance of Operations - Cont'd
---------------------------------------------
Unaudited Interim Financial Statements - Cont'd
-----------------------------------------------
no material changes in the information disclosed in the notes to
the financial statements for the period ended May 31, 2005
included in the Company's SB-2 with the Securities and Exchange
Commission. The interim unaudited financial statements should be
read in conjunction with those financial statements included in
the Form SB-2. In the opinion of Management, all adjustments
considered necessary for a fair presentation, consisting solely of
normal recurring adjustments, have been made. Operating results
for the three months ended August 31, 2005 are not necessarily
indicative of the results that may be expected for the year ending
May 31, 2006.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
The financial statements of the Company are presented in US
dollars and have been prepared in accordance with United States
generally accepted accounting principles.
Mineral Property
----------------
The Company has been in the exploration stage since its formation
on February 2, 2004 and has not realized any revenues from its
planned operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property acquisition and
exploration costs are charged to operations as incurred. When it
has been determined that a mineral property can be economically
developed as a result of establishing proven and probable
reserves, the costs incurred to develop such property are
capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable
reserve.
Use of Estimates and Assumptions
--------------------------------
The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of
America 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.
-51-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
August 31, 2005
(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 Statement of Financial Accounting Standard
("SFAS") 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
period. Certain 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.
Income Taxes
------------
A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating
loss carryforwards. Deferred tax expenses (benefit) result from
the net change during the period of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.
Net Loss Per Share
------------------
Basic net loss per share is computed by dividing net loss
attributable to common stockholders by the weighted average number
of shares of common stock outstanding during the period. Diluted
net loss per share takes into consideration shares of common stock
outstanding (computed under basic loss per share) and potentially
dilutive shares of common stock.
Stock-based Compensation
------------------------
In December 2002, the Financial Accounting Standards Board
("FASB") issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure", 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. As the Company has not granted any stock options no
pro-forma disclosure has been provided.
-52-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
August 31, 2005
(Unaudited)
Note 2 Summary of Significant Accounting Policies - Cont'd
---------------------------------------------------
Stock-based Compensation - Cont'd
---------------------------------
The Company has elected to account for stock options granted to
employees and officers using the intrinsic value based method 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. Under APB No. 25,
compensation expense 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. In addition, with respect to stock options granted to
employees, the Company provides pro-forma information as required
by SFAS No. 123 showing the results of applying the fair value
method using the Black-Scholes option pricing model. In accordance
with SFAS No. 123, the Company applies the fair value method using
the Black-Scholes option-pricing model in accounting for options
granted to consultants.
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 ("EITF 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.
The Company has not adopted a stock option plan and has not
granted any stock options. Accordingly, no stock-based
compensation has been recorded to date.
Recent Accounting Pronouncements
--------------------------------
In March 2004, the FASB issued EITF No. 03-1, The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain
Investments ("EITF 03-1"). The objective of EITF 03-1 is to
provide guidance for identifying impaired investments. EITF 03-1
also provides new disclosure requirements for investments that are
deemed to be temporarily impaired. In October 2004, the FASB
delayed the recognition and measurement provisions of EITF 03-1
until implementation guidance is issued. The disclosure
requirements are effective for annual periods ending after June
15, 2004, and remain in effect. Management believes that the
adoption of EITF 03-1 will not have a material impact on the
Company's financial condition or results of operations.
-53-
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
August 31, 2005
(Unaudited)
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Recent Accounting Pronouncements (cont'd)
-----------------------------------------
In December 2004, the FASB issued SFAS No. 123 (Revised 2004),
Share-Based Payment ("SFAS 123(R)"), which requires the
compensation cost related to share-based payments, such as stock
options and employee stock purchase plans, be recognized in the
financial statements based on the grant-date fair value of the
award. SFAS 123(R) is effective for all interim periods beginning
after December 15, 2005. Management is currently evaluating the
impact which the adoption of this standard will have on the
Company's financial condition or results of operations, should the
Company grant stock options in the future.
In December 2004, the FASB issued SFAS No. 153, Exchanges of
Non-monetary Assets, an amendment of APB Opinion No. 29,
Accounting for Non-monetary Transactions ("SFAS 153") SFAS 153
requires that exchanges of non-monetary assets are to be measured
based on fair value and eliminates the exception for exchanges of
non-monetary, similar productive assets, and adds an exemption for
non-monetary exchanges that do not have commercial substance. SFAS
153 will be effective for fiscal periods beginning after June 15,
2005. Management does not believe that the adoption of this
standard will have a material impact on the Company's financial
condition or results of operations.
Note 3 Mineral Property
----------------
By a mineral property purchase agreement dated April 21, 2004, the
Company acquired a 90% undivided right, title and interest in and
to two mineral claims in Yellowknife, Northwest Territories,
Canada by the payment of $7,500. The claims are held in trust for
the Company by the property vendor. The 90% right, interest, and
title in and to the claims is transferable to the company at any
time upon request, and is subject to a 2% net smelter return
royalty.
Note 4 Common Stock
------------
The common shares of the Company are all of the same class, are
voting, and entitle stockholders to receive dividends. Upon
liquidation or wind-up, stockholders are entitled to participate
equally with respect to any distribution of net assets or any
dividends with may be declared.
The excess of proceeds received for shares of common stock over
their par value of $0.001, less share issue costs, is credited to
additional paid-in capital.
At August 31, 2005, there were no outstanding stock options or
warrants.
Note 5 Financial Instruments
---------------------
Financial instruments include cash, accounts payables and accrued
liabilities. These amounts are short-term in nature and management
has determined the recorded carrying value approximates fair
value. The Company does not use any derivative or hedging
instruments.
Net smelter royalties and similar future entitlements or
commitments are not considered to have measurable value until such
time as the mineral interests to which they relate have reached
the development or mining feasibility stage.
Note 6 Segment Information
-------------------
The Company currently conducts all of its operations in Canada.
-54-
Changes In And Disagreements With Accountants on
Accounting and Financial Disclosure
On September 15, 2005, we dismissed Dohan and Company, CPA's, as our independent
accountant. Dohan & Company's audit report on our financial statements for the
period from our incorporation on February 2, 2004 to May 31, 2004, did not
contain an adverse opinion or disclaimer of opinion, nor was it modified as to
uncertainty, audit scope, or accounting principles.
There were no disagreements with Dohan and Company on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which if not resolved to its satisfaction, would have caused it to
make reference to the subject matter of the disagreement in connection with its
report.
We engaged Dale Matheson Carr-Hilton LaBonte, Chartered Accountants, as our
independent accountant on September 15, 2005. We did not consult with Dale
Matheson Carr-Hilton LaBonte, Chartered Accountants, prior to the date of
engagement regarding the application of accounting principles, the type of audit
opinion that might be rendered by it any other similar matter.
Until ______________, all dealers that effect transactions in these securities
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Part II
Information Not Required In The Prospectus
Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the director
has a material conflict of interest;
(2) a violation of criminal law (unless the director had
reasonable cause to believe that his or her conduct was lawful
or no reasonable cause to believe that his or her conduct was
unlawful);
(3) a transaction from which the director derived an improper
personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us,in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the
bylaws.
-55-
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 factthat he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 25.97
Transfer Agent fees $ 1,200.00
Accounting and auditing fees and expenses $ 4,000.00
Legal fees and expenses $ 5,000.00
Edgar filing fees $ 1,700.00
Printing $ 500.00
-----------
Total $ 12,425.97
===========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.
Recent Sales Of Unregistered Securities
We completed an offering of 5,000,000 shares of our common stock at a price of
$0.001 per share to a total of two purchasers on February 25, 2004. The total
amount received from this offering was $5,000. Of these shares, 2,500,000 were
sold to Mr. Steven Bolton and 2,500,000 were sold to Mr. Bryan Markert. Mr.
Bolton is our president, chief executive officer and a director. Mr. Markert is
-56-
our secretary, treasurer and a director. These shares were issued pursuant to
Regulation S of the Securities Act. We completed an offering of 2,000,000 shares
of our common stock at a price of $0.01 per share to a total of 22 purchasers on
March 23, 2004. The total amount received from this offering was $20,000. We
completed this offering pursuant to Regulation S of the Securities Act. The
purchasers in this offering were as follows:
Name of Subscriber Number of Shares
------------------ ----------------
Matthew Hubbert 50,000
Sarah Dougan 50,000
Catherine Lules 50,000
Tristan Orchard 100,000
Lukas Giniotis 100,000
Niall McClelland 100,000
Vijay A. Kumar 100,000
Vijai L. Kumar 100,000
Dara Fahy 100,000
Candice Joiner 50,000
Ashok Chaube 100,000
Sarah Needham 100,000
Jason Fawcus 100,000
Hjalmar Vlasveld 100,000
Manjula Chaube 100,000
Andrea Franicevic 100,000
Maria S. Orosa 100,000
Anil Rawal 100,000
Shankar Dutt Sharma 100,000
Sunita Narayan 100,000
Richard M. Dutt Sharma 100,000
Sukender Datt-Sharma 100,000
We completed an offering of 50,000 shares of our common stock at a price of
$0.10 per share to a total of five purchasers on April 2, 2004. The total amount
received from this offering was $5,000. We completed this offering pursuant to
Regulation S of the Securities Act. The purchasers in this offering were as
follows:
Name of Subscriber Number of Shares
------------------ ----------------
Brendan Orchard 10,000
Morgan Bexson 10,000
Ashika Narayan 10,000
Jason Sulyma 10,000
Sarita Nair 10,000
Regulation S Compliance
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;
-57-
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.
Exhibits
Exhibit
Number Description
3.1* Articles of Incorporation
3.2* Bylaws
5.1 Legal opinion to be provided prior to effective date
10.1* Mineral Property Purchase Agreement dated
April 1, 2004
23.1 Consent of Dale Matheson Carr-Hilton LaBonte,
Chartered Accountants
99.1 Location map
99.2 Claim registration documentation
* filed as exhibits to our SB-2 registration statement dated
October 13, 2004
The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(a) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
-58-
(b) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth
in this registration statement; and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration Statement; and
(c) include any additional or changed material information on the plan of
distribution.
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.
-59-
Signatures
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on November 7, 2005.
Quorum Ventures, Inc.
By:/s/ Steven Bolton
------------------------------
Steven Bolton
President, Chief Executive Officer,
and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Steven Bolton President, Chief Executive November 7, 2005
- ----------------------- Officer, and Director
Steven Bolton
/s/ Bryan Markert Secretary, Treasurer
- ----------------------- principal accounting November 7, 2005
Bryan Markert officer, principal financial
officer and director
-60-