UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NUMBER TEN TO
FORM SB-2
SEC FILE: 333-125068
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NORTHERN EXPLORATIONS LTD.
---------------------------
(Name of small business issuer in its charter)
NEVADA 1000 Applied For
- ---------------------------- ------------------------- ----------------------
State or jurisdiction of Primary Standard Industrial I.R.S. Employer
incorporation or organization Classification Code Number Identification No.
Northern Explorations Ltd.
470 Granville Street, Suite 1120
Vancouver, B.C. V6C 1V5
Telephone: 604-713-8012
Facsimile: 604-713-8018
--------------------------------------------------------------
(Address and telephone number of principal executive offices)
Empire Stock Transfer Inc.
7251 West Lake Mead Blvd Suite 300
Las Vegas, NV 89128
Telephone: 702-562-4091
Facsimile: 702-562-4081
--------------------------------------------------------------
(Name, address and telephone number of agent for service)
Approximate date of
proposed sale to the public: as soon as practicable after the effective date
of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box.
| X |
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
| |
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
| |
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
| |
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. | |
<page>
CALCULATION OF REGISTRATION FEE
<table>
<caption>
- -------------------------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c>
TITLE OF EACH CLASS DOLLAR AMOUNT TO BE PROPOSED MAXIUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE (2)
REGISTERED SHARE (1) PRICE (2)
- ----------------------- --------------------- -------------------- -------------------- ---------------------
Common Stock $254,000 $0.10 $254,000 $29.90
- ----------------------- --------------------- -------------------- -------------------- ---------------------
</table>
(1) Based on the last sales price on January 17, 2004.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to Section 8(a), may
determine.
SUBJECT TO COMPLETION, Dated November 1, 2006
<page>
Part II
Information Not Required In The Prospectus
Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes (the "NRS") and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict of
interest;
(2) a violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal profit;
and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion, pursuant to
the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
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.
<page>
Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 29.90
Transfer Agent fees $ 1,000.00
Accounting and auditing fees and expenses $ 3,000.00
Legal fees and expenses $ 1,500.00
Edgar filing fees $ 1,500.00
----------
Total $7,029.90
==========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.
Recent Sales of Unregistered Securities
We completed an offering of 3,000,000 shares of our common stock at a price of
$0.001 per share to our president, Richard Novis, on December 7, 2004.
The total amount received from this offering was $3,000. These shares were
issued pursuant to Regulation S of the Securities Act.
We completed an offering of 2,500,000 shares of our common stock at a price of
$0.01 per share to a total of twenty-five purchasers on December 22,
2004. The total amount received from this offering was $9,000. These shares were
issued pursuant to Regulation S of the Securities Act. The purchasers in this
offering were as follows:
Name of Subscriber Number of Shares
--------------------------------------------- -------------------------
Andrew Austin 80,000
Nick Bekos 50,000
Dimosthenis (Jimmy) Bekropoulos 200,000
Dimos Bekropoulos 100,000
Tony Braile 150,000
William (Bill) Brown 150,000
Rob Fetter 200,000
Chad Hason 70,000
Tracy Hemeyer 150,000
Matthew Leith 40,000
George Liaridis 100,000
Toula Liaridis 100,000
Kent Pozzo 150,000
John Rudin 50,000
Chad Rusnak 75,000
Leah Rusnak 30,000
Leith Rusnak 100,000
Marge Rusnak 80,000
Nabil Shlah 75,000
Tyler Tanner 100,000
Kathy Tsambouris 100,000
Lempros Tsaprailis 100,000
Stavroula M. Tsaprailis 100,000
Heather Williams 50,000
Yulin Yang 100,000
We completed an offering of 40,000 shares of our common stock at a price of
$0.10 per share to a total of four purchasers on January 17, 2004. The
total amount received from this offering was $4,000. We completed this offering
pursuant to Regulation S of the Securities Act. The purchasers in this offering
were as follows:
<page>
Name of Subscriber Number of Shares
---------------------------------------- ----------------------
Dina Hasapes 10,000
Charles Kayihura 10,000
Dana Peck 10,000
Wenhui Ruan 10,000
Regulation S Compliance
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the
United States;
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 Joseph I. Emas, with consent to use
10.1* Mineral property option agreement dated January 4, 2005
23.1 Consent of Armando C. Ibarra, Certified Public Accountants
for 3/31/05 Audited Financial Statements
23.2* Consent of George Nicholson, professional geologist, with
consent to use
99.1* Location map
* filed as an exhibit to our registration statement on Form SB-2 dated
May 19, 2005
<page>
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.
<page>
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
Signatures
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on November 1, 2006.
Northern Explorations Ltd.
By: /s/ Richard Novis
------------------------------
Richard Novis
President, Secretary, Treasurer,
Chief Executive Officer and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Richard Novis President, Secretary, Treasurer, Chief November 1, 2006
- ----------------- Executive Officer, principal accounting
Richard Novis officer, principal financial officer and
Director