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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2/A
AMENDMENT #2
FILE NUMBER: 333-128226
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBEPAN RESOURCES, INC.
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(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)
GlobePan Resources, Inc.
Russell Field, President
6518 121st Street, Suite 5
Surrey, British Columbia
Canada V3W 1C4
Telephone: (604) 762-0755
Facsimile: (604) 592-6553
- --------------------------------------------------------------
(Address and telephone number of principal executive offices)
Daniel Kramer
1802 North Carson Street, Suite 212
Carson City, Nevada, 89701
Telephone: (800) 555-9141
- --------------------------------------------------------------
(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. |__|
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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. |__|
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES DOLLAR OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (1) PRICE (2) FEE (2)
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Common Stock $1,235,640 $0.30 $1,235,640 $145.43
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(1) Based on the last sales price on June 22, 2005.
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
SUBJECT TO COMPLETION, Dated February 8, 2006
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PROSPECTUS
GLOBEPAN RESOURCES, INC.
4,118,800 SHARES OF 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 7-10
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 $0.30 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. The OTC Bulletin Board is a quotation
service rather than a stock exchange and as such, a market maker will have to
submit an application on our behalf in order for our securities to be quoted.
There is no assurance that our stock will be quoted on the OTC Bulletin Board or
that a market maker will file an application for quotation on our behalf in
order to make a market for our common stock. The selling shareholders may not
sell our shares until our registration statement is effective and such offering
will be considered an initial public offering. We determined this offering price
based upon the price of the last sale of our common stock to investors.
Our independent accountant has issued an opinion stating that there is
substantial doubt about our ability to continue as a going concern.
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: February 8, 2006
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Table Of Contents
PAGE
Summary .................................................................... 6
Risk Factors ............................................................... 7
If we do not obtain additional financing, our business
will fail ............................................................. 8
- Because we have not commenced business operations, we face
a high risk of business failure ....................................... 8
- Because of the speculative nature of exploration of mining
properties, there is substantial risk that our business
will fail ............................................................. 8
- 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 management has no technical experience in mineral
exploration, our business has a higher risk of failure ................ 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 .................................... 9
- Even if we discover commercial reserves of precious metals
on the BSM-2 mineral claim, we may not be able to successfully
obtain commercial production .......................................... 9
- Because our interest in the Nak mineral claims in held in trust
by a third party, we may incur significant legal
expenses in enforcing our interest in the claims....................... 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
- 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 ................................................................... 10
Selling Securityholders .................................................... 11
Plan of Distribution ....................................................... 15
Legal Proceedings .......................................................... 16
Directors, Executive Officers, Promoters and Control Persons................ 16
Security Ownership of Certain Beneficial Owners and Management.............. 17
Description of Securities .................................................. 18
Interest of Named Experts and Counsel ...................................... 19
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ................................................. 19
Organization Within Last Five Years ........................................ 20
Description of Business .................................................... 20
Plan of Operations ......................................................... 24
Description of Property .................................................... 25
Certain Relationships and Related Transactions ............................. 25
Market for Common Equity and Related Stockholder Matters ................... 25
Executive Compensation ..................................................... 27
Financial Statements ....................................................... 28
Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure........................................................ 47
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Summary
Prospective investors are urged to read this prospectus in its entirety.
We intend to be in the business of mineral property exploration. To date, we
have not conducted any exploration on our sole mineral property asset known as
the BSM-2 mineral claim located approximately 30 miles north of Yellowknife,
Northwest Territories, Canada. Pursuant to an agreement with Amanda Klaris dated
June 1, 2005, we acquired a 100% undivided right, title and interest in and to
the claim for $7,500.
Our objective is to conduct mineral exploration activities on the BSM-2 mineral
claim to assess whether it possesses economic reserves of 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. Because we have
not received any revenue from operations, our auditor has indicated that there
is substantial doubt about our ability to continue as a going concern.
We only have one employee, Russell Field, who is also our sole officer and
director. As Mr. Field does not have any experience in mineral property
exploration, he will rely on the opinions of geological consultants in assessing
our mineral property asset. Mr. Field only devotes 25% of his business time to
our affairs.
We were incorporated on April 26, 2005 under the laws of the state of Nevada.
Our principal offices are located at 6518 121st Street, Suite 5, Surrey, British
Columbia, Canada V3W 1C4. Our telephone number is (604) 762-0755.
THE LIKELIHOOD OF OUR MINERAL CLAIMS CONTAINING ECONOMIC MINERALIZATION OR
RESERVES IS EXTREMELY REMOTE. IN ALL PROBABILITY, THE NAK MINERAL CLAIM DOES NOT
CONTAIN ANY RESERVES AND FUNDS THAT WE SPEND ON EXPLORATION WILL BE LOST.
The Offering:
ecurities Being Offered Up to 4,118,800 shares of common stock.
Offering Price The selling shareholders will sell our shares at
$0.30 per share until our shares are quoted on the
OTC Bulletin Board, and thereafter at prevailing
market prices orprivately negotiated prices. The
OTC Bulletin Board is a quotation service rather
than a stock exchange and as such, a market maker
will have to submit an application on our behalf in
order for our securities to be quoted. There is no
assurance that our stock will be quoted on the OTC
Bulletin Board or that a market maker will file an
application for quotation on our behalf in order to
make a marke for our common stock. The selling
shareholders may not sell our shares until our
registration statement is effective and such
offering will be considered an initial public
offering. We determined this offering price based
upon the price of the last sale of our common stock
to investors. The choice of this price was
arbitrary and has no relationship to the value of
our shares.
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 al of the
4,118,800 shares of common stock have been
sold, the shares no longer need to be registered to
be sold or we decide to terminate the registration
of the shares.
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Securities Issued
And to be Issued 7,918,800 shares of our common stock are issued
and outstanding as of the date of this prospectus.
All of the common stock to be sold under this
prospectus will be sold by existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Summary Financial Information
June 30, 2005 September 30, 2005
(audited) (unaudited)
Cash $20,703 $20,015
Total Assets $20,703 $20,015
Liabilities $ 3,799 $ 6,000
Total Stockholders' Equity $16,904 $14,015
Statement of Operations
From Our Inception on
April 26, 2005 to September 30, 2005
(unaudited)
Revenue $ 0
Net Loss and Deficit ($19,375)
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, OUR BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended
exploration of the Nak mineral claims, and therefore we will need to obtain
additional financing in order to complete our business plan. We currently do not
have any operations and we have no income. As well, we will not receive any
funds from this registration. From our inception on April 26, 2005 to September
30, 2005, we incurred a net loss of $18,875.
Our business plan calls for significant expenses in connection with the
exploration of the BSM-2mineral claim. While we have sufficient funds to conduct
the phase one and two exploration programs on the property with estimated
budgets of $5,000 each, we will require additional financing in order to
complete the recommended $10,000 phase three exploration program, as well as any
additional exploration. We will also require additional financing if the costs
of the exploration of the BSM-2mineral claim are greater than anticipated. Even
after completing all proposed exploration, we will not know if we have a
commercially viable mineral deposit.
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To ascertain whether the Nak mineral claims are commercially viable, we will
have to conduct additional phases of exploration that will likely exceed
$2,000,000. These phases will primarily consist of drilling. Drilling involves
extracting a long cylinder of rock from the ground to determine amounts of
metals at different depths. Pieces of the rock obtained, known as drill core,
are analysed for mineral content. Even if we are successful in discovering
economic mineralization on the Nak claims, we would likely have to spend up to
$10,000,000 to develop a mine on the property.
We will require additional financing to cover this anticipated exploration and
development and to sustain our business operations. 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 gold and investor acceptance of our
property and general market conditions. These factors may make the timing,
amount, terms or conditions of additional financing unavailable to us.
The most likely source of future funds presently available to us is through the
sale of equity capital and director loans. We do not have any arrangements in
this regard. Any sale of share capital will result in dilution to existing
shareholders. The only other anticipated alternative for the financing of
further exploration would be our sale of a partial interest in the BSM-2mineral
claim to a third party in exchange for cash or exploration expenditures, which
is not presently contemplated.
BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.
We have not yet commenced exploration on the Nak mineral claims. Accordingly, we
have no way to evaluate the likelihood that our business will be successful. We
were incorporated on April 26, 2005 and to date have been involved primarily in
organizational activities and the acquisition and purchase of a 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 and costs include, but are not limited to,
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 BSM-2mineral
claim and the production of minerals from the claim, we will not be able to earn
profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
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The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral claim containing economic mineralization or reserves
is extremely remote. Exploration for minerals is a speculative venture
necessarily involving substantial risk. In all probability, the BSM-2mineral
claim does not contain any reserves and funds that we spend on exploration will
be lost. As well, problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. In such a case, we would be unable to complete our business
plan.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR
INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING
CONCERN.
The independent accountant's report to our audited financial statements for the
period ended June 30, 2005 indicates that since we have incurred losses since
our inception and we are dependant upon adequate financing to fulfill our
exploration activities, there is substantial doubt about our ability to continue
as a going concern. Our ability to continue as a going concern depends upon our
ability to generate profitable operations and obtain the necessary financing to
meet our obligations and repay our liabilities. If we are not able to continue
as a going concern, it is likely investors will lose all of their investment.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.
Our sole director does not have 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. 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. We have not yet retained the
services of a geologist to consult management. Mr. Field' decisions and choices
may not be well thought out and our operations, earnings and ultimate financial
success may suffer irreparable harm as a result.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins,
environmental liability, 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.
IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT ENVIRONMENTAL REGULATION, OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
To engage in advanced exploration phases in the Northwest Territories, such as
drilling, we will require work permits, the posting of bonds, and the
performance of remediation work for any significant physical disturbance to the
land. 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 Nak claims
contain economic mineralization.
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
minerals.
EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE NAK MINERAL
CLAIMS, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.
The BSM-2mineral claim do not contain any known bodies of mineralization. If our
exploration programs are successful in establishing gold 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.
BECAUSE OUR INTEREST IN THE NAK MINERAL CLAIMS IS HELD IN TRUST BY A THIRD
PARTY, WE MAY INCUR SIGNIFICANT LEGAL EXPENSES IN ENFORCING OUR INTEREST IN THE
CLAIMS.
Amanda Klaris holds the four mineral claims comprising the Nak mineral claims in
trust for us. If she trustee becomes bankrupt or transfers the claims to a third
party, we may incur significant legal expenses in enforcing our interest in the
claims in British Columbia courts.
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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. Russell Field, spends approximately 25% of his business time
providing his services to us. While Mr. Field presently possesses adequate time
to attend to our interests, it is possible that the demands on him from other
obligations could increase with the result that he would no longer be able to
devote sufficient time to the management of our business.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for quotation 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. The OTC Bulletin Board is a
quotation service rather than a stock exchange and as such, a market maker will
have to submit an application on our behalf in order for our securities to be
quoted. There is no assurance that our stock will be quoted on the OTC Bulletin
Board or that a market maker will file an application for quotation on our
behalf in order to make a market for our common stock.
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.
The penny stock rules require a broker-dealer, prior to a transaction
in a penny stock, to deliver a standardized risk disclosure document prepared by
the Commission and to provide other quotation information about the company to
the investor.
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.
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Determination Of Offering Price
The selling shareholders will sell our shares at $0.30 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. The OTC Bulletin Board is a quotation
service rather than a stock exchange and as such, a market maker will have to
submit an application on our behalf in order for our securities to be quoted.
There is no assurance that our stock will be quoted on the OTC Bulletin Board or
that a market maker will file an application for quotation on our behalf in
order to make a market for our common stock. The selling shareholders may not
sell our shares until our registration statement is effective and such offering
will be considered an initial public offering. We determined this offering
price, based upon the price of the last sale of our common stock to investors.
Dilution
The common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to our
existing shareholders
Selling Securityholders
The selling securityholders named in this prospectus are offering all of the
4,118,800 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. 4,100,000 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 June 6, 2005; and
2. 18,800 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 June 22, 2005
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4. the percentage owned by each upon completion of the offering.
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<table>
<caption>
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
- -----------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c>
Erik Graham 350,000 350,000 Nil Nil
#306 - 1121 Barclay Street
Vancouver, BC V6E 1G8
Vittorio Castelli 350,000 350,000 Nil Nil
1272 Parker Street
White Rock, BC V4B 4S1
Irshad Mohammed Koya 350,000 350,000 Nil Nil
636 Rochester Avenue
Coquitlam, BC V3K 2V7
Ryan Anderson 350,000 350,000 Nil Nil
8640 Coverly Place
Chilliwack, BC V2P 4V5
Tod Lansing 300,000 300,000 Nil Nil
#3 - 6518 121 Street
Surrey, BC V3W 1C4
Krista Lansing 300,000 300,000 Nil Nil
#3 - 6518 121 Street
Surrey, Bc V3W 1C4
Randall Field 300,000 300,000 Nil Nil
8640 Coventry Place
Chilliwack, BC V2P 4V5
Penny Anderson 300,000 300,000 Nil Nil
8640 Coventry Place
Chilliwack, BC V2P 4V5
Will Woo 250,000 250,000 Nil Nil
#311 - 2733 Chandlery Place
Vancouver, BC V5S 4V3
Colin Louie 250,000 250,000 Nil Nil
1023 Nootka Street
Vancouver, BC V5K 4E6
Keith Tong 250,000 250,000 Nil Nil
7455 1st Street
Burnaby, BC V3N 3S9
</table>
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<table>
<caption>
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
- -----------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c>
Thi Mai Tong 250,000 250,000 Nil Nil
7455 1st Street
Burnaby, BC V3N 3S9
Phil Taneda 250,000 250,000 Nil Nil
3455 Glencoe Road
Westbank, BC V4T 1L9
Kari Taneda 250,000 250,000 Nil Nil
3455 Glencoe Road
Westbank, BC V4T 1L9
Dave Benson 1,600 1,600 Nil Nil
3091 Woodsdale Road
Windfield, BC V3K 6M9
Roy Field 1,500 1,500 Nil Nil
Box, Coriano Street
Lancaster Pk, AB T0A 2H0
Jodi Bradley 1,500 1,500 Nil Nil
#102 - 9952 149 Street
Surrey, BC V3R 7W7
Tasneem Koya 1,500 1,500 Nil Nil
#403 - 15 Smokey Smith Place
New Westminster, BC V3L 5V7
Trevor Field 1,400 1,400 Nil Nil
7021 Bonnie Street
Niagra Falls, ON L2G 7N1
Rhonda Morris 1,400 1,400 Nil Nil
6396 Laura Crescent
Niagra Falls, ON L2G 5E4
Sherri Field 1,300 1,300 Nil Nil
Box 34 Coriano Street
Lancaster Pk., AB T0A 2H0
Bill Cooley 1,250 1,250 Nil Nil
2671 Willoughby Avenue
Burnaby, BC V3J 1K5
Donovan Green 1,250 1,250 Nil Nil
#6 - 6518 121 Street
Surrey, BC V3W 1C4
</table>
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<table>
<caption>
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
- -----------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c>
Daryl Zelinski 1,200 1,200 Nil Nil
8837 91 Street
Edmonton, AB T6C 3N3
Warren Nyuli 1,200 1,200 Nil Nil
218-52152 RR225
Sherwood Pk., AB T6L 1C6
Niki Christmas 1,000 1,000 Nil Nil
#6 - 6518 121 Street
Surrey, BC V3W 1C4
Nubia Vanegas 950 950 Nil Nil
32-4689 First Avenue
Chilliwack, BC V2P 1X5
Barb Cooley 900 900 Nil Nil
2871 Willoughby Avenue
Burnaby, BC V3J 1K5
Randy Robertson 850 850 Nil Nil
#41 - Begin Street
Coquitlam, BC V3K 6M9
</table>
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 7,918,800 shares of common
stock outstanding on the date of this prospectus.
Our sole director and officer, Russell Field, has the following relationships
with selling securityholders:
1. Randall Field is his brother;
2. Roy Field is his brother;
3. Sheri Field is his sister in-law; and
4. Trevor Field is his Dad
5. Jill Field is his wife
Otherwise, none of the selling shareholders:
(1) has had a material relationship with us other than as a
shareholder at any time within the past three years; or
(2) has ever been our officer or director.
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None of the selling shareholders is a broker-dealer or affiliate of a broker
dealer.
Plan Of Distribution
Following the effective date of this registration statement, we intend to apply
to have our shares quoted for trading on the OTC Bulletin Board. In order to
accomplish this, we will need to retain a market maker to file an application on
our behalf. We have not engaged a market marker and there is no assurance that
we will be able to do so. The application process typically takes approximately
two months, though it may take longer. There is no assurance that our stock will
be quoted on the OTC Bulletin Board or that a market maker will file an
application for quotation on our behalf in order to make a market for our common
stock.
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions.
The selling shareholders will sell our shares at $0.30 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. The selling shareholders may not sell our
shares until our registration statement is effective and such offering will be
considered an initial public offering. We determined this offering price
arbitrarily based upon the price of the last sale of our common stock to
investors. The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.
We are bearing all costs relating to the registration of the common stock. These
are estimated to be $15,000. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular,
during such times as the selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common
stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
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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 North Carson Street, Suite 212, Carson City,
Nevada, 89701
Director, Executive Officer, Promoters And Control Persons
Our executive officer and director and his respective age as of the date of this
prospectus is as follows:
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Director:
Name of Director Age
Russell Field 34
Executive Officer:
Name of Officer Age Office
- --------------------- ----- -------
Russell Field 34 President, CEO
Secretary, Treasurer,
and Director
Biographical Information
Set forth below is a brief description of the background and business experience
of our executive officer and director for the past five years.
Mr. Russell Field has acted as our president, chief executive officer,
secretary, treasurer and a director since our incorporation on April 26, 2005.
An Executive leader with more than 9 years of business building experience. From
September of 2003 till present has been a consultant with FX Trainer, a currency
trading training company. From August 2001 till March 2003 was a leader in
corporate sales for Palaydium Corporation an entertainment company. From January
1999 till June 2001 consulted to WSI Interactive Corporation a website sales
company. From February 1996 to 1999 he owned and operated TST Marketing a mobile
telecommunications sales company specializing in the development of corporate
clients.
Mr. Field does not have any professional training or technical credentials in
the exploration, development and operation of mines.
Mr. Field intends to devote approximately 25% of his business time to our
affairs.
Term of Office
Our director is 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 officer is appointed by the board of directors
and will hold office until removed by the board.
Significant Employees
We have no significant employees other than the officer and director described
above.
Security Ownership Of Certain Beneficial Owners And Management
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officer and director, individually and as a group. Except
as otherwise indicated, all shares are owned directly.
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Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
- --------------------------------------------------------------------------------
Common Russell Field 3,800,000 48.0%
Stock President, Chief
Executive Officer,
Secretary, Treasurer
and Director
6518 121st Street, Suite 6
Surrey, BC V3W 1C4
Common Jill Field 3,800,000 48.0%
Stock 6518 121st Street, Suite 6
Surrey, BC V3W 1C4
Common All officers and directors 3,800,000 48.0%
Stock as a group that consists of
one person
The percent of class is based on 7,918,800 shares of common stock issued and
outstanding as of the date of this prospectus. Russell Field and Jill Field are
husband and wife. For beneficial ownership purposes, each shareholder's holdings
include those shares held by the shareholder's spouse.
Description Of Securities
General
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
Common Stock
As of February 8, 2006, there were 7,918,800 shares of our common stock issued
and outstanding held by 31 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. 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 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.
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Dividend Policy
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares
of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of
our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
Craig J. Shaber, our legal counsel, has provided an opinion on the validity of
our common stock.
The geological information concerning the BSM-2mineral claim is summarized from
Glen Macdonald's geological report on the property.
The financial statements included in this prospectus and the registration
statement have been audited by Amisano Hanson, Chartered Accountants, to the
extent and for the periods set forth in their report appearing elsewhere in this
document and in the registration statement filed with the SEC, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities
Our director and officer is 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.
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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 our director, officer, 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 April 26, 2005 under the laws of the state of Nevada. On
that date, Russell Field was appointed as our director. As well, Mr. Field was
appointed as our president, chief executive officer, secretary and treasurer.
Description Of Business
In General
We intend to commence operations as an exploration stage company. An exploration
stage company is involved in the search for mineral deposits. We own a 100%
undivided right, title and interest in and to the mineral property known as the
Nak claims. Our interest in the property consists of the right to explore for
and remove minerals from the property. There is no assurance that a commercially
viable mineral deposit exists on the property.
Our plan of operation is to conduct exploration work on the BSM-2 mineral claim
in order to ascertain whether it possesses economic quantities of gold. There
can be no assurance that economic mineral deposits or reserves exist on the
BSM-2 mineral claim until appropriate exploration work is done and an economic
evaluation based on such work concludes that production of minerals from the
property is economically feasible.
Even if we complete our proposed exploration programs on the BSM-2 mineral claim
and we are successful in identifying a mineral deposit, we will have to spend
substantial funds on further drilling and engineering studies before we will
know if we have a commercially viable mineral deposit.
Mineral property exploration is typically conducted in phases. Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration. We have not yet commenced the initial
phase of exploration on the BSM-2 mineral claim. Once we have completed each
phase of exploration, we will make a decision as to whether or not we proceed
with each successive phase based upon the analysis of the results of that
program. Our director will make this decision based upon the recommendations of
the independent geologist who oversees the program and records the results.
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Location and Access
The BSM-2 mineral claim is located about 30 miles north of Yellowknife,
Northwest Territories. The Winter Ice Road passes about four miles west of the
property. Logging roads then lead to the BSM-2 claim.
Physiography
The BSM-2 mineral claim is located in heavily forested areas of rugged relief
with numerous abrupt changes in elevation, usually less than 100 feet. The
property is underlain by sedimentary and volcanic rocks, with volcanic ridges
standing higher in relief than the sedimentary rocks.
Timber occurs along the volcanic ridges. The most prominent topographic feature
in the area is a large, northeasterly trending valley that crosses the claim.
This feature appears to persist for approximately five miles.
Property Agreement
On June 1, 2005, we entered into an agreement with Amanda Klaris whereby she
sold a 100% undivided right, title and interest in and to the BSM-2 claim to us
for $7,500. Other than our property agreement, neither we nor our management
have any relationship with Ms. Klaris.
She holds these mineral claims 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 and as an extraprovincial company in the Northwest
Territories. We can request that the claims be registered in our name at any
time.
If the trustee becomes bankrupt or transfers the claims to a third party, we may
incur significant legal expenses in enforcing our interest in the claims in
Northwest Territories courts.
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 Nak mineral
claims or to seize the claims after obtaining judgment.
Specifics of the two mineral claims are as follows:
Claim Name Claim Number Date of Recording Date of Expiry
- ---------- ------------ ----------------- ---------------
NAK 3 F68654 Feb 10, 2003 Feb 10, 2006
NAK 5 F68656 Mar 29, 2003 Mar 29, 2006
The Nak 3 claim comprises 413.2 acres, while the Nak 5 claim consists of 154.95
acres. The Nak 3 claim expires on February 10, 2006 and the Nak 5 claim expires
on March 29, 2006. We must complete at least $100 in exploration work on each
claim prior to the expiry date in order to extend the claim expiry date by one
year. Title to the claims may be extended on this basis in perpetuity, unless
the government changes the exploration work requirements, which is not
anticipated. Otherwise, we will lose our ownership of the claims comprising the
Nak mineral claims.
There are no other costs associated with extending the claims and there is no
maximum number of times that the claims may be extended in this manner.
Infrastructure and Condition of the Property
The BSM-2 mineral claim is free of mineral workings. There is no equipment or
other infrastructure facilities located on the property. There is no power
source located on the property. We will need to use portable generators if we
require a power source for exploration of the BSM-2 mineral claim.
Mineralization and Geology
In this section, the following technical geological terms have the indicated
meanings:
Andestic: referring to andesite, a type of volcanic rock that is medium dark in
color and contains approximately 60% silica, as well as iron and magnesium
Tuffs: rock that has been violently ejected from a volcano during an eruption
Sedimentary rocks: rocks that are formed by continuous deposits of soil and fine
rock, layer upon layer
Quartz: a white or clear rock composed of silica and oxygen that is often found
in close proximity to gold
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Vein: a mineralized zone having a more or less regular development in length,
width and depth which clearly separates it from neighboring rock.
Arsenopyrite: a silver-white rock composed of iron, arsenic and sulphur that is
often found in quartz veins
Pyrite: a combination of iron and sulphur, more commonly known as fool's gold,
which is often found in close proximity to gold
The BSM-2 mineral claim covers part of a belt of volcanic rock that extends from
the nearby city of Yellowknife, through the property and continues on 50 miles
to the northeast. These rocks are mostly andestic in composition and include
tuffs. Younger sedimentary rocks lie to the east of the property.
Mineralization consists of quartz veins with arsenopyrite and pyrite carrying
gold in the surrounding rock.
Exploration History
The area covered by the BSM-2 mineral claim was originally held for a number of
years by a group of Yellowknife prospectors who then optioned the property to J.
Mason, a mining engineer, of Vancouver in 1945 and 1946. The area covered by the
BSM-2 claim has been restaked on several occasions since the 1940's, but no
further exploration was undertaken.
There is no current exploration being conducted on the Nak mineral claims. We
have no conducted any exploration on the claims to date, although we did spend
$7,500 in order to acquire our interest on the claims.
Geological Report
In connection with our purchase of the BSM-2 mineral claim, the vendor, Ms.
Amanda Klaris, provided us with a geology report on the property that was
prepared by Glen Macdonald.
Mr. MacDonald is a professional geologist who graduated from the University of
British Columbia with bachelor's degrees in economics (1971) and in geology
(1973). Since his graduation, Mr. MacDonald has been continuously employed as a
geologist. He is a member of the Association of Professional Engineers and
Geoscientists of the Province of British Columbia and a member of the
Association of Professional Engineers, Geologists and Geophysicists of Alberta.
Mr. Macdonald's report states that additional exploration work is warranted on
the BSM-2 claim. He recommends three phases of exploration.
The first phase would consist of geological mapping and geophysical surveys.
Geological 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. Geophysical surveys are applied in situations where there is
insufficient information obtainable from the property surface to allow informed
opinions concerning the property's merit.
The exploration program would take approximately one month to complete and would
cost approximately $5,000.
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The second phase would entail sampling and trenching. Sampling involves
gathering rock and soil samples from property areas with the most potential to
host economically significant mineralization. All samples gathered will be sent
to a laboratory where they are crushed and analysed for metal content. Trenching
involves removing surface soil using a backhoe or bulldozer. Samples are then
taken from the bedrock below and analysed for mineral content.
The phase two program would take approximately two months to complete and would
cost approximately $5,000.
The third phase would involve additional geophysical surveys based on the
results of the first two phases of exploration. This program would take
approximately two months to complete and would cost $10,000.
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 not
have to obtain any approvals or permits in order to complete the recommended
phase one, two and three exploration programs on the Nak mineral claims.
However, to engage in advanced exploration phases, such as drilling, we will
require work permits, the posting of bonds, and the performance of remediation
work for any significant physical disturbance to the land. 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 Nak claims contain economic mineralization.
We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. Reclamation and environmental
mediation essentially means that we have to take steps to put 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.
The amount of these costs is not known at this time as we do not know the extent
of the exploration program that will be undertaken beyond completion of the
currently planned work programs. Because there is presently no information on
the size, tenor, or quality of any resource or reserve at this time, it is
impossible to assess the impact of any capital expenditures on earnings or our
competitive position in the event a potentially economic deposit is discovered.
If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment. Examples of regulatory requirements
include:
- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and
re-vegetated;
- An assessment of all material to be left on the surface will need to be
environmentally benign;
- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and if
deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local fauna and
flora.
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Employees
We have no employees as of the date of this prospectus other than our sole
director.
Research and Development Expenditures
We have not incurred any 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. 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, 100 F Street NE,
Washington, D.C. 20002. Please call the Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. The Securities and
Exchange Commission also maintains a web site at http://www.sec.gov that
contains reports, proxy statements and information regarding registrants that
file electronically with the Commission. Our registration statement and the
referenced exhibits can also be found on this site.
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Plan Of Operations
Our plan of operations for the twelve months following the date of this
prospectus is to complete the recommended phase one, two and three exploration
programs on the BSM-2 mineral claim. We anticipate that the cost of these
programs will total $20,000.
The first phase would consist of geological mapping and geophysical surveys. The
exploration program would take approximately one month to complete and would
cost approximately $5,000. We anticipate commencing this phase of exploration in
the spring of 2006.
The second phase would entail sampling and trenching. The phase two program
would take approximately two months to complete and would cost approximately
$5,000. We anticipate commencing this phase in the summer of 2006.
The third phase would involve additional geophysical surveys based on the
results of the first two phases of exploration. This program would take
approximately two months to complete, would cost $10,000 and is scheduled for
the summer of 2006.
We have not retained a geologist to conduct any of the anticipated exploration
work. Mr. Macdonald, the author of the geological report on the Nak mineral
claims, has indicated that he would be willing to conduct the proposed
exploration programs on our behalf, subject to his availability. However, we do
not have any agreement with him in this regard. His fees are included in the
$20,000 exploration budget for the three phases.
In the next 12 months, we also anticipate spending an additional $20,000 on
administrative expenses, including fees payable in connection with the filing of
this registration statement and complying with reporting obligations.
Total expenditures over the next 12 months are therefore expected to be $40,000.
While we have sufficient funds on hand to cover the phase one and two
exploration costs, we will require additional funding in order to complete the
phase three exploration program and to cover all of our anticipated
administrative expenses and to proceed with any subsequent exploration work on
the Nak mineral claims.
We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock and from loans from our director.
However, we cannot provide investors with any assurance that we will be able to
raise sufficient funding from the sale of our common stock to fund all of our
anticipated expenses. We do not have any arrangements in place for any future
equity financing. If we are unable to attract sufficient equity financing, Mr.
Field has indicated that he is prepared to loan funds to us to cover anticipated
expenses over the next 12 months. However, Mr. Field is not contractually bound
to loan funds to us and he is free to revoke his loan offer. Our initiation of
the phase one exploration program will not be contingent on raising additional
capital.
Results Of Operations For The Period From Inception Through September 30, 2005
We have not earned any revenues from our incorporation on April 26, 2005 to
September 30, 2005. We do not anticipate earning revenues unless we enter into
commercial production on the Nak mineral claims, 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.
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We incurred operating expenses in the amount of $19,375 for the period from our
inception on April 26, 2005 to September 30, 2005. These operating expenses were
comprised of mineral property costs of $7,500, accounting and audit fees of
$7,881, bank charges of $140, filing fees of $1,104, legal fees of $500, donated
management fees recorded at $1,250 and donated rent recorded at $1,000.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
Description Of Property
We own a 100% undivided right, title and interest in and to two mineral claims
comprising the Nak mineral claims. We do not own or lease any property other
than the Nak mineral claims.
Certain Relationships And Related Transactions
On May 11, 2005, we sold 3,500,000 shares of our common stock at a price of
$0.001 per share to Russell Field, our president, chief executive officer,
secretary, treasurer and a director.
On June 6, 2005, we sold 300,000 shares of our common stock at a price of
$0.005 per share to Jill Field, the wife of Russell Field.
Otherwise, 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, Russell Field;
* Any member of the immediate family of any of the foregoing persons.
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.
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Stockholders of Our Common Shares
As of the date of this registration statement, we have 31 registered
shareholders.
Rule 144 Shares
A total of 3,500,000 shares of our common stock are available for resale to the
public after May 11, 2006 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 79,188 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 3,500,000 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.
27
<page>
Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or
paid to our executive officer by any person for all services rendered in all
capacities to us for the fiscal period from our inception on April 26, 2005 to
June 30, 2005 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 (#) ($)
- -----------------------------------------------------------------------------
Russell Pres. 2005 $0 0 0 0 0 0 0
Field CEO
Sec.
Tres.
& Dir
Stock Option Grants
We have not granted any stock options to the executive officer since our
inception.
Consulting Agreements
We do not have any employment or consulting agreement with Mr. Field. We do not
pay him any amount for acting as director.
Financial Statements
Index to Financial Statements:
1. Report of Independent Registered Public Accounting Firm;
2. Audited financial statements for the period ending June 30, 2005, including:
a. Balance Sheet;
b. Statement of Operations;
c. Statement of Cash Flows;
d. Statement of Stockholders' Equity; and
e. Notes to the Financial Statements
3. Interim financial statements for the period ended September 30,
2005, including:
a. Interim Balance Sheets;
b. Interim Statements of Operations;
c. Interim Statements of Cash Flows;
d. Interim Statement of Stockholders' Equity; and
e. Notes to the Interim Financial Statements
28
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
REPORT AND FINANCIAL STATEMENTS
June 30, 2005
(Stated in US Dollars)
29
<page>
A PARTNERSHIP OF INCORPORATED PROFESSIONALS AMISANO HANSON
CHARTERED ACCOUNTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders,
GlobePan Resources, Inc.
(A Pre-exploration Stage Company)
We have audited the accompanying balance sheet of GlobePan Resources, Inc. (A
Pre-exploration Stage Company) as of June 30, 2005 and the related statements of
operations, cash flows and stockholders' equity for the period from April 26,
2005 (Date of Incorporation) to June 30, 2005. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform an audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, these financial statements referred to above present fairly, in
all material respects, the financial position of GlobePan Resources, Inc. as of
June 30, 2005 and the results of its operations and its cash flows for the
period from April 26, 2005 (Date of Incorporation) to June 30, 2005 in
conformity with accounting principles generally accepted in the United States of
America.
The accompanying financial statements referred to above 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 pre-exploration stage, has
no established source of revenue and is dependent on its ability to raise
capital from shareholders or other sources to sustain operations. These factors,
along with other matters as set forth in Note 1, raise substantial doubt that
the Company will be able to continue as a going concern. Management plans in
regard to their planned financing and other matters are also described in Note
1. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
Vancouver, Canada "AMISANO HANSON"
July 25, 2005 Chartered Accountants
750 West Pender Street, Suite 604 Telephone: (604)689-0188
Vancouver, Canada Facsimile: (604)689-9773
V6C 2T7 E-Mail: amishan@telus.net
30
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
BALANCE SHEET
June 30, 2005
(Stated in US Dollars)
<table>
<caption>
ASSETS
<s> <c>
Current
Cash $ 20,703
================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 3,142
Due to related party - Note 4 657
----------------
3,799
----------------
STOCKHOLDERS' EQUITY
Capital stock - Note 4 Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
7,918,800 common shares 7,919
Additional paid in capital 23,221
Contributed surplus - Note 4 900
Deficit accumulated during the pre-exploration stage (15,136)
----------------
16,904
----------------
$ 20,703
================
</table>
Nature and Continuance of Operations - Note 1
Subsequent Event - Note 9
SEE ACCOMPANYING NOTES
31
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
STATEMENT OF OPERATIONS
for the period April 26, 2005 (Date of Incorporation) to June 30, 2005,
(Stated in US Dollars)
--------------------
<table>
<caption>
<s> <c>
Expenses
Accounting and audit fees $ 5,642
Bank charges 94
Filing 500
Legal fees 500
Management fees - Note 4 500
Mineral property costs 7,500
Rent - Note 4 400
---------------
Net loss for the period $ (15,136)
===============
Basic and diluted loss per share $ (0.00)
===============
Weighted average number of shares outstanding 4,552,171
===============
</table>
SEE ACCOMPANYING NOTES
32
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
STATEMENT OF CASH FLOWS
for the period April 26, 2005 (Date of Incorporation) to June 30, 2005,
(Stated in US Dollars)
--------------------
<table>
<caption>
<s> <c>
Cash Flows used in Operating Activities
Net loss for the period $ (15,136)
Add item not involving cash:
Non-cash administration expense 900
Change in non-cash working capital balance related to operations
Accounts payable and accrued liabilities 3,142
----------------
Net cash used in operating activities (11,094)
----------------
Financing Activities
Due to related party 657
Issuance of common shares 31,140
----------------
Net cash provided by financing activities 31,797
----------------
Increase in cash during the period and cash, end of period $ 20,703
================
Supplemental disclosure of cash flow information Cash paid for:
Interest $ -
================
Income taxes $ -
================
</table>
Non-cash Transactions - Note 8
SEE ACCOMPANYING NOTES
33
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY for the
period April 26, 2005 (Date of Incorporation) to June 30,
2005,
(Stated in US Dollars)
<table>
<caption>
Deficit
Accumulated
Additional During the
Common Shares Paid-in Contributed Pre-exploration
-----------------------------
Number Par Value Capital Surplus Stage Total
------ --------- ------- ------- ----- -----
<s> <c> <c> <c> <c> <c> <c>
Capital stock issued for cash
- at $0.001 3,500,000 $ 3,500 $ - $ - $ - $ 3,500
- at $0.005 4,400,000 4,400 17,600 - - 22,000
- at $0.30 18,800 19 5,621 - - 5,640
Contributed services and rent
- Note 4 - - - 900 - 900
Net loss for the period - - - - (15,136) (15,136)
------------- -------------- -------------- -------------- ---------------- --------------
Balance, June 30, 2005 7,918,800 $ 7,919 $ 23,221 $ 900 $ (15,136) $ 16,904
============= ============== ============== ============== ================ ==============
</table>
SEE ACCOMPANYING NOTES
34
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2005
(Stated in US Dollars)
Note 1 Nature and Continuance of Operations
------------------------------------
The Company was incorporated in the State of Nevada on April 26,
2005 and is in the pre-exploration stage. The Company acquired a
mineral property located in the Northwest Territories, 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 complete the development of the
property and upon future profitable production or proceeds for the
sale thereof.
These financial statements have been prepared on a going concern
basis. The Company has accumulated a deficit of $15,136 since
inception and has yet to achieve profitable operations. Its
ability to continue as a going concern is dependent upon the
ability of the Company to generate profitable operations in the
future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business
operations when they come due. The outcome of these matters cannot
be predicted with any certainty at this time and raise substantial
doubt that the Company will be able to continue as a going
concern. These financial statements do not include any adjustments
to the amounts and classification of assets and liabilities that
may no be necessary should the Company be unable to continue as a
going concern.
The Company plans to obtain additional financing by loans from its
director and president, however, there is no guarantee that
additional funds will be received. The Company may also solicit
loans, however, there is no assurance that such loans can be
negotiated or that such financing will be available on terms
favorable to the Company. The Company may also obtain additional
financing by the sale of its common stock, however, the Company is
not publicly listed nor is its stock currently quoted or traded
and currently there are no plans for the sale of common stock.
There can be no assurance that such additional funding will be
available on acceptable terms, if at all.
The Company's year-end is June 30.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the
United States of America. Because a precise determination of many
assets and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates, which have been made using careful
judgment. Actual results may vary from these estimates.
35
<page>
GlobePan Resources, Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005
(Stated in US Dollars) - Page 2
--------------------
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
The financial statements have, in management's opinion, been
properly prepared within the framework of the significant
accounting policies summarized below:
Pre-exploration Stage Company
-----------------------------
The Company complies with Financial Accounting Standard Board
Statement ("FAS") No. 7 and The Securities and Exchange Commission
Exchange Act Guide 7 for its characterization of the Company as
pre-exploration stage.
Mineral Property
----------------
Costs of lease, acquisition, exploration, carrying and retaining
unproven mineral lease properties are expensed as incurred.
Environmental Costs
-------------------
Environmental expenditures that relate to current operations are
expensed or capitalized as appropriate. Expenditures that relate
to an existing condition caused by past operations, and which do
not contribute to current or future revenue generation, are
expensed. Liabilities are recorded when environmental assessments
and/or remedial efforts are probable, and the cost can be
reasonably estimated. Generally, the timing of these accruals
coincides with the earlier of completion of a feasibility study or
the Company's commitments to plan of action based on the then
known facts.
Foreign Currency Translation
----------------------------
The Company's functional currency is the Canadian dollar. The
Company uses the United States of America dollar as its reporting
currency for consistency with registrants of the Securities and
Exchange Commission ("SEC") and in accordance with FAS No. 52,
"Foreign Currency Translation".
Assets and liabilities denominated in a foreign currency are
translated at the exchange rate in effect at the year-end and
capital accounts are translated at historical rates. Income
statement accounts are translated at the average rates of exchange
prevailing during the period. Translation adjustments from the use
of different exchange rates from period to period are included in
the Comprehensive Income Account in Stockholders' Equity, if
applicable.
Transactions undertaken in currencies other than the functional
currency of the Company are translated using the exchange rate in
effect as of the transaction date. Any exchange gains or losses
are included in other income or expenses on the Statement of
Operations, if applicable.
36
<page>
GlobePan Resources, Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005
(Stated in US Dollars) - Page 3
--------------------
Note 2 Summary of Significant Accounting Policies - (cont'd)
------------------------------------------
Financial Instruments
---------------------
The carrying value of cash, accounts payable and accrued
liabilities and due to related party approximates their fair value
because of the short maturity of these instruments. Unless
otherwise noted, it is management's opinion that the Company is
not exposed to significant interest, currency or credit risks
arising from these financial instruments.
Income Taxes
------------
The Company uses the assets and liability method of accounting for
income taxes pursuant to FAS No. 109, "Accounting for Income
Taxes". Under the assets and liability method of FAS No. 109,
deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the
financial statements carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
Basic and Diluted Loss Per Share
--------------------------------
The Company reports basic loss per share in accordance with the
FAS No. 128, "Earnings Per Share". Basic loss per share is
computed using the weighted average number of shares outstanding
during the period. Diluted loss per share has not been provided,
as it would be anti-dilutive.
Note 3 Mineral Property
----------------
Nak Claims
----------
By an agreement dated June 1, 2005, the Company acquired a 100%
interest in one two mineral claims known as Nak Claims, located in
the Northwest Territories, Canada, for $7,500. The Nak claims
expire on February 10, 2006 and March 29, 2006. The Company must
complete at least $100 in exploration work on each claim prior to
the expiry date in order to extend the claim expiry date by one
year. There are no other costs associated with extending the
claims and there is no maximum number of times that the claims may
be extended in this manner.
Note 4 Related Party Transactions
--------------------------
The President and director of the Company has provided management
services and office premises at no charge. The fair value of these
services has been recorded as contributed surplus as follows:
Management fees $ 500
Rent 400
--------------
$ 900
==============
37
<page>
GlobePan Resources, Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005
(Stated in US Dollars) - Page 4
--------------------
Note 4 Related Party Transactions - (cont'd)
--------------------------
The director of the Company purchased 3,500,000 common shares of
the Company at $0.001 per share for proceeds totalling $3,500. The
spouse of the director of the Company also purchased 300,000
common shares of the Company at $0.005 per share for proceeds
totalling $1,500.
Amounts due to a related party are unsecured, non-interest bearing
and have no fixed terms for repayment.
Note 5 Deferred Tax Assets
-------------------
The significant components of the Company's deferred tax assets
are as follows:
June 30,
2005
Deferred Tax Assets
Non-capital loss carry forward $ 2,135
Valuation allowance (2,135)
--------------
$ -
==============
The amount taken into income as deferred tax assets must reflect
that portion of the income tax loss carry forwards that is more
likely-than-not to be realized from future operations. The company
has chosen to provide an allowance of 100% against all available
income tax loss carry forwards, regardless of their time of
expiry.
Note 6 Corporation Income Tax Losses
-----------------------------
No provision for income taxes has been provided in these financial
statements due to the net loss. At June 30, 2005, the Company has
accumulated non-capital losses totaling $14,236, which is
available to reduce taxable income in future taxation years. These
losses expire beginning in 2025.
Note 7 New Accounting Standards
------------------------
Management does not believe that any recently issued, but not yet
effective, accounting standards if currently adopted could have a
material effect on the accompanying financial statements.
Note 8 Non-Cash Transactions
---------------------
Investing and financing activities that do not have a direct
impact on current cash flows are excluded from the statement of
cash flows. A director of the Company has provided management
services and office premises with a fair value of $500 and $400,
respectively, at no charge to the Company. The fair value has been
recorded as contributed surplus. These transactions were excluded
from the statement of cash flows.
38
<page>
GlobePan Resources, Inc.
(A Pre-exploration Stage Company)
Notes to the Financial Statements
June 30, 2005
(Stated in US Dollars) - Page 5
--------------------
Note 9 Subsequent Event
----------------
The Company intends to file a Form SB-2 Registration Statement
prospectus with the United States Securities and Exchange
Commission to qualify for the sale by existing shareholders of up
to 4,418,800 common shares at $0.30 per share. The Company will
not receive any proceeds from this offering as these shares have
already been issued.
39
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
September 30, 2005
(Stated in US Dollars)
(Unaudited)
40
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
INTERIM BALANCE SHEETS
(Stated in US Dollars)
(Unaudited)
<table>
<caption>
September 30, June 30,
2005 2005
---- ----
ASSETS
<s> <c> <c>
Current
Cash $ 20,015 $ 20,703
================ ================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 5,343 $ 3,142
Due to related party - Note 3 657 657
---------------- ----------------
6,000 3,799
---------------- ----------------
STOCKHOLDERS' EQUITY
Capital stock - Note 3 Authorized:
75,000,000 common shares, par value $0.001 per share
Issued and outstanding:
7,918,800 (June 30, 2005: 7,918,800) 7,919 7,919
Additional paid in capital - Note 3 25,471 24,121
Deficit accumulated during the pre-exploration stage (19,375) (15,136)
---------------- ----------------
14,015 16,904
---------------- ----------------
$ 20,015 $ 20,703
================ ================
</table>
SEE ACCOMPANYING NOTES
41
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
for the three months ended September
30, 2005 and for the period April 26, 2005 (Date of
Incorporation) to September 30, 2005,
(Stated in US Dollars)
(Unaudited)
<table>
<caption>
April 26,
2005 (Date of
Three Incorporation)
months ended to
September 30, September 30,
2005 2005
---- ----
<s> <c> <c>
Expenses
Accounting and audit fees $ 2,239 $ 7,881
Bank charges 46 140
Filing 604 1,104
Legal fees - 500
Management fees - Note 3 750 1,250
Mineral property costs - 7,500
Rent - Note 3 600 1,000
--------------- ---------------
Net loss for the period $ (4,239) $ (19,375)
=============== ===============
Basic and diluted loss per share $ (0.00)
===============
Weighted average number of shares outstanding 7,918,800
===============
</table>
SEE ACCOMPANYING NOTES
42
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
for the three months ended September
30, 2005 and for the period April 26, 2005 (Date of
Incorporation) to September 30, 2005,
(Stated in US Dollars)
(Unaudited)
<table>
<caption>
April 26,
2005 (Date of
Three Incorporation)
months ended to
September 30, September 30,
2005 2005
---- ----
<s> <c> <c>
Cash Flows used in Operating Activities
Net loss for the period $ (4,239) $ (18,875)
Add item not involving cash:
Non-cash administration expense 1,350 2,250
Change in non-cash working capital balance related to operations
Accounts payable and accrued liabilities 2,201 4,843
---------------- ----------------
Net cash used in operating activities (688) (11,782)
---------------- ----------------
Financing Activities
Due to related party - 657
Issuance of common shares - 31,140
---------------- ----------------
Net cash provided by financing activities - 31,797
---------------- ----------------
Increase (decrease) in cash during the period and cash, end of period (688) 20,015
Cash, beginning of the period 20,703 -
---------------- ----------------
Cash, end of the period $ 20,015 $ 20,015
================ ================
Supplemental disclosure of cash flow information Cash paid for:
Interest $ - $ -
================ ================
Income taxes $ - $ -
================ ================
</table>
Non-cash Transactions - Note 4
SEE ACCOMPANYING NOTES
43
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
INTERIM STATEMENT OF
STOCKHOLDERS' EQUITY for the period April 26, 2005
(Date of Incorporation) to September 30, 2005
(Stated in US Dollars)
(Unaudited)
<table>
<caption>
Deficit
Accumulated
Additional During the
Common Shares Paid-in Pre-exploration
---------------------------------
Number Par Value Capital Stage Total
------ --------- ------- ----- -----
<s> <c> <c> <c> <c> <c>
Capital stock issued for cash
- at $0.001 3,500,000 $ 3,500 $ - $ - $ 3,500
- at $0.005 4,400,000 4,400 17,600 - 22,000
- at $0.30 18,800 19 5,621 - 5,640
Contributed services and rent
- Note 4 - - 900 - 900
Net loss for the period - - - (15,136) (15,136)
--------------- -------------- ------------- ----------------- -------------
Balance, June 30, 2005 7,918,800 7,919 24,121 (15,136) 16,904
Contributed services and rent
- Note 4 - - 1,350 - 1,350
Net loss for the period - - - (4,239) (4,239)
--------------- -------------- ------------- ----------------- -------------
Balance, September 30, 2005 7,918,800 $ 7,919 $ 25,471 $ (19,375) $ 14,015
=============== ============== ============= ================ =============
</table>
SEE ACCOMPANYING NOTES
44
<page>
GLOBEPAN RESOURCES, INC.
(A Pre-exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
September 30, 2005
(Stated in US Dollars)
(Unaudited)
Note 1 Interim Financial Statements
----------------------------
While the information presented in the accompanying three months
to September 30, 2005 interim financial statements is unaudited,
it includes all adjustments which are, in the opinion of
management, necessary to present fairly the financial position,
results of operations and cash flows for the interim period
presented in accordance with the accounting principles generally
accepted in the United States of America. In the opinion of
management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position
have been included and all such adjustments are of a normal
recurring nature. It is suggested that these financial statements
be read in conjunction with the Company's June 30, 2005 financial
statements.
Operating results for the three months ended September 30, 2005
are not necessarily indicative of the results that can be expected
for the year ending June 30, 2006.
Note 2 Continuance of Operations
-------------------------
The financial statements have been prepared using generally
accepted accounting principles in the United States of America
applicable for a going concern which assumes that the Company will
realize its assets and discharge its liabilities in the ordinary
course of business. As at September 30, 2005, the Company has
accumulated losses of $19,375 since its commencement and has yet
to achieve profitable operations. Its ability to continue as a
going concern is dependent upon the ability of the Company to
obtain the necessary financing to meet its obligations and pay its
liabilities arising from normal business operations when they come
due. The outcome of these matters cannot be predicted with any
certainty at this time and raise substantial doubt that the
Company will be able to continue as a going concern. Realization
values may be substantially different from carrying values as
shown in these financial statements should the Company be unable
to continue as a going concern. These financial statements do not
include any adjustments to the amounts and classification of
assets and liabilities that may be necessary should the Company be
unable to continue as a going concern. The Company anticipates
that additional funding will be in the form of equity financing
from the sale of common shares. The Company may also seek to
obtain short-term loans from the directors of the Company. There
are no current arrangements in place for equity funding or
short-term loans.
The Company was incorporated in the State of Nevada on April 26,
2005.
The Company filed a Form SB-2 Registration Statement prospectus
with the United States Securities and Exchange Commission to
qualify for the sale by existing shareholders of up to 4,418,800
common shares at $0.30 per share. The Company will not receive any
proceeds from this offering as these shares have already been
issued.
45
<page>
GlobePan Resources, Inc.
(A Pre-exploration Stage Company)
Notes to the Interim Financial Statements
September 30, 2005
(Stated in US Dollars)
(Unaudited) - Page 2
---------
Note 3 Related Party Transactions
--------------------------
During the three months ended September 30, 2005, the President
and director of the Company has provided management services and
office premises at no charge. The fair value of these services has
been recorded as additional paid-in capital as follows:
April 26, 2005
(Date of
Three months Incorporation)
ended to
September 30, September 30,
2005 2005
---- ----
Management fees $ 750 $ 1,250
Rent 600 1,000
---------------- ----------------
$ 1,350 $ 2,250
================ ================
During the period ended June 30, 2005, the director of the Company
purchased 3,500,000 common shares of the Company at $0.001 per
share for proceeds totalling $3,500. The spouse of the director of
the Company also purchased 300,000 common shares of the Company at
$0.005 per share for proceeds totalling $1,500.
Amounts due to a related party are unsecured, non-interest bearing
and have no fixed terms for repayment.
Note 4 Non-Cash Transactions
---------------------
Investing and financing activities that do not have a direct
impact on current cash flows are excluded from the statements of
cash flows. During the three months ended September 30, 2005 a
director of the Company has provided management services and
office premises with a fair value of $750 and $600, respectively,
at no charge to the Company. The fair value has been recorded as
additional paid-in capital. These transactions were excluded from
the statements of cash flows.
Note 5 Comparative Figures
-------------------
Certain of the comparative figures for June 30, 2005 have been
restated to conform with the current presentation.
46
<page>
Changes In And Disagreements With Accountants on
Accounting and Financial Disclosure
We have had no changes in or disagreements with our accountants.
Until ______________, all dealers that effect transactions in these securities
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Part II
Information Not Required In The Prospectus
Indemnification Of Directors And Officers
Our officer and director is 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 director and officer 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
director and officer; 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;
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(3) such indemnification is provided by us, in our sole discretion, pursuant to
the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
Other Expenses Of Issuance And Distribution
Securities and Exchange Commission registration fee $ 279.61
Transfer Agent Fees $ 1,000.00
Accounting fees and expenses $ 8,000.00
Legal fees and expenses $ 4,500.00
Edgar filing fees $ 1,500.00
-----------
Total $ 15,279.61
===========
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.
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Recent Sales of Unregistered Securities
We completed an offering of 3,500,000 shares of our common stock at a price of
$0.001 per share to Russell Field, our president, chief executive officer,
secretary, treasurer and a director on May 11, 2005. The total amount received
from this offering was $3,500. These shares were issued pursuant to Regulation S
of the Securities Act. Appropriate legends were affixed to the stock
certificates representing these shares.
We completed an offering of 4,400,000 shares of our common stock at a price of
$0.005 per share to a total of 15 purchasers on June 6, 2005. The total amount
received from this offering was $22,000. We completed this offering pursuant to
Regulation S of the Securities Act. The purchasers were as follows:
Name of Shareholder Number of Shares
----------------------- ----------------
Erik Graham 350,000
Vittorio Castelli 350,000
Irshad Koya 350,000
Ryan Anderson 350,000
Todd Lansing 300,000
Krista Lansing 300,000
Randall Field 300,000
Penny Anderson 300,000
Jill Field 300,000
Will Woo 250,000
Colin Louie 250,000
Keith Tong 250,000
Thi Mai Tong 250,000
Phil Taneda 250,000
Kari Taneda 250,000
We completed an offering of 18,800 shares of our common stock at a price of
$0.30 per share to a total of 15 shareholders on June 22, 2005. The total amount
received from this offering was $5,640. We completed this offering pursuant to
Regulation S of the Securities Act. The purchasers were as follows:
Name of Shareholder Number of Shares
----------------------- ----------------
Dave Benson 1,600
Roy Field 1,500
Jodi Bradley 1,500
Tasneem Koya 1,500
Trevor Field 1,400
Rhonda Morris 1,400
Sherri Field 1,300
Bill Cooley 1,250
Donovan Green 1,250
Daryl Zelinski 1,200
Warren Nyuli 1,200
Niki Christmas 1,000
Nubia Vanegas 950
Barb Cooley 900
Randy Robertson 850
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Regulation S Compliance
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.
Exhibits
Exhibit
Number Description
3.1* Articles of Incorporation
3.2* Bylaws
5.1** Legal opinion of Craig J. Shaber, with consent to use
10.1* Mineral Property Purchase Agreement dated June 1, 2005
23.1 Consent of Amisano Hanson, Chartered Accountants
99.1* Claims location map
* filed as an exhibit to our Form SB-2 filed on September 9, 2005
** filed as an exhibit to our Form SB-2 filed on December 8, 2005
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The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(a) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(b) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth
in this registration statement; and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the commission pursuant to Rule 424(b) if, in
the aggregate, the changes in the volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration Statement; and
(c) include any additional or changed material information on the plan of
distribution.
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.
4. That, for determining our liability under the Securities Act to any purchaser
in the initial distribution of the securities, we undertake that in a primary
offering of our securities pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, we will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus that we file relating to the
offering required to be filed pursuant to Rule 424 (Section 230.424 of
this chapter);
(ii) any free writing prospectus relating to the offering prepared by or on
our behalf or used or referred to by us;
(iii) the portion of any other free writing prospectus relating to the
offering containing material information about us or our securities
provided by or on behalf of us; and
(iv) any other communication that is an offer in the offering made by us to
the purchaser.
Each prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be
deemed to be part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no statement made
in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in
any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our director, officer 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 our director, officer, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by our director, officer, or controlling persons in connection with
the securities being registered, we will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act, and we will be governed by the
final adjudication of such issue.
Signatures
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on February 8, 2006.
GlobePan Resources, Inc.
By:/s/ Russell Field
------------------------------
Russell Field
President, Chief Executive Officer,
Principal Accounting Officer
Secretary, Treasurer and Director
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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/ Russell Field President, Chief Executive February 8, 2006.
- ----------------------- Officer, Secretary, Treasurer,
Russell Field Principal Accounting Officer,
Principal Financial Officer
and Director
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