UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
AMENDMENT #1
Commission File Number: 333-133936
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WILDON PRODUCTIONS INC.
----------------------------------------
(Name of small business issuer in its charter)
NEVADA 1000 Applied For
--------------------- ---------------------------- --------------------
(State or (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation or
organization)
Wildon Productions Inc.
Ms. Ekaterina Popoff, President
702-3071 Glen Drive,
Coquitlam, B.C.
V3B 7R1
Telephone: (604) 725-5214
Facsimile: (604) 681-5057
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(Address and telephone number of principal executive offices)
LegalZoom Nevada, Inc.
500 N Rainbow Blvd. Suite 300A
Las Vegas, Nevada, 89107
Telephone: 888-381-8758
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(Name, address and telephone number of agent for service)
Approximate date of as soon as practicable after
proposed sale to the public: 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 415under 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. |__|
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
TITLE OF AMOUNT TO PROPOSED PROPOSED AMOUNT OF
EACH CLASS BE MAXIMUM MAXIMUM REGISTRATION
OF REGISTERED OFFERING AGGREGATE FEE (2)
SECURITIES PRICE PER OFFERING
TO BE SHARE (1) PRICE (2)
REGISTERED
- --------------------------------------------------------------------------------
Common Stock 5,950,000 shares $0.02 $119,000 $12.73
(1) Based on the last sales price on February 28, 2006
(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 June 5, 2006
Agent for service of process: LegalZoom Nevada, Inc.
500 N Rainbow Blvd. Suite 300A
Las Vegas, Nevada, 89107
Telephone: 888-381-8758
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PROSPECTUS
WILDON PRODUCTIONS INC.
5,950,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.
Our common stock is presently not traded on any market or securities exchange.
The purchase of the securities offered through this prospectus involves a
high degree of risk. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 6-10
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 $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no assurance that our shares
will be quoted on the OTC Bulletin Board. We determined this offering price
based upon the price of the last sale of our common stock to investors.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The Date Of This Prospectus Is: June 5, 2006
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TABLE OF CONTENTS
<table>
<caption>
PAGE
<s> <c>
Summary...................................................................................................5
Risk Factors..............................................................................................6
- If we do not obtain additional financing, our business will fail.....................................6
- Because we have not commenced business operations, we face a high risk
of business failure..................................................................................7
- Because of the speculative nature of exploration of mining properties, there is
substantial risk that our business will fail.........................................................7
- We need to continue as a going concern if our business is to succeed. ..............................7
- Because of the inherent dangers involved in mineral exploration, there is
a risk that we may incur liability or damages as we conduct our business............................ 7
- Because we have not surveyed the Indy Claims Group, we may discover mineralization
on the claims that is not within our claims boundaries and therefore, cannot be extracted............8
- If we become subject to burdensome government regulation or other legal
uncertainties, our business will be negatively affected ............................................8
- Because our director owns 40.20% of our outstanding common stock, they could make and control
corporate decisions that may be disadvantageous to other minority shareholders......................8
- Because our president has other business interests, she may not be able or willing to devote a
sufficient amount of time to our business operations, causing our business to fail ..................8
- Because management has no technical experience in mineral exploration, our business
has a high risk of failure...........................................................................8
- If a market for our common stock does not develop, shareholders may be unable
to sell their shares.................................................................................8
Use of Proceeds ..........................................................................................9
Determination of Offering Price...........................................................................9
Dilution..................................................................................................9
Selling Securityholders...................................................................................9
Plan of Distribution.....................................................................................14
Legal Proceedings........................................................................................15
Directors, Executive Officers, Promoters and Control Persons.............................................15
Security Ownership of Certain Beneficial Owners and Management...........................................16
Description of Securities................................................................................17
Interest of Named Experts and Counsel....................................................................18
Disclosure of Commission Position of Indemnification for Securities Act Liabilities .....................18
Organization Within Last Five Years......................................................................18
Description of Business..................................................................................19
Plan of Operations.......................................................................................23
Description of Property..................................................................................24
Certain Relationships and Related Transactions...........................................................24
Market for Common Equity and Related Stockholder Matters ................................................25
Executive Compensation...................................................................................26
Financial Statements.....................................................................................27
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure...............................................................................................39
</table>
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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 claims exploration. We have acquired
a 100% interest in the Indy Claims Group, which is located 40 kilometers west of
Kamloops, on the southern shore of Thompson River in British Columbia and
consist of 15 mineral concession units covering an area of 206.8 hectares. To
date, we have not conducted any exploration on the Indy Claims Group.
Our objective is to conduct mineral exploration activities on the Indy Claims
Group in order to assess whether it possesses economic reserves of gold. We have
not yet identified any economic mineralization on the claims. Our proposed
exploration program is designed to search for an economic mineral deposit.
We are planning to conduct only the preliminary stages of exploration work on
the Indy Claims Group. We will need to spend extensive amounts of money and time
on additional exploration before we are able to determine whether the property
contains economic quantities of mineralization.
Following the effective date of this registration statement, we intend to apply
to have our shares quoted on the OTC Bulletin Board market. However, there is no
assurance that this application will be successful or that any market will
develop for our stock.
We were incorporated on March 12, 2004, under the laws of the state of Nevada.
Our principal offices are located at 702-3071 Glen Drive, Coquitlam, British
Columbia, Canada. Our telephone number is (604) 725-5214.
The Offering:
Securities Being Offered Up to 5,950,000 shares of common stock.
Offering Price The selling shareholders will sell our shares
at $0.02 per share until our shares are quoted
on the OTC Bulletin Board, and thereafter at
prevailing market prices or privately
negotiated prices. There is no assurance
that our shares will be quoted on the OTC
Bulletin Board. We determined this offering
price based upon the price of the last sale
of our common stock to investors.
Terms of the Offering The selling shareholders will determine when
and how they will sell the common stock
offered in this prospectus.
Termination of the Offering The offering will conclude when all of the
5,950,000 shares of common stock have been
sold, the shares no longer need to be
registered to be sold or we decide to
terminate the registration of the shares.
Securities Issued
And to be Issued 9,950,000 shares of our common stock are
issued and outstanding as of the date of this
prospectus. All of the common stock to be
sold under this prospectus will be sold by
existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale
of the common stock by the selling
shareholders.
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Summary Financial Information
Balance Sheet Data February 28, 2006 February 28, 2005
(Audited) (Audited)
Cash $ 23,282 $ -
Total Assets $ 23,282 $ -
Liabilities $ 2,727 $ 753
Total Stockholders' Equity (Deficit) $ 20,555 $ (753)
Statement of Loss and Deficit
From Incorporation on
March 12, 2004 to February 28, 2006
(audited)
Revenue $ 0
Net Loss and Deficit $ 11,295
Risk Factors
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended
exploration of the Indy Claims Group, and therefore we will need to obtain
additional financing in order to complete our business plan. As of June 5, 2006,
we had cash in the amount of $ 18,709.87. We currently do not have any
operations and we have no income. As well, we will not receive any funds from
this registration.
Our business plan calls for significant expenses in connection with the
exploration of the Indy Claims Group. While we have sufficient funds to conduct
initial exploration on the claims, we will require additional financing in order
to determine whether the claims contain economic mineralization and to cover our
anticipated administrative costs. We will also require additional financing if
the costs of the exploration of the Indy Claims Group are greater than
anticipated. Even after completing all proposed exploration, we will not know if
we have a commercially viable mineral deposit.
We will require additional financing to sustain our business operations if we
are not successful in earning revenues once exploration is complete. We do not
currently have any arrangements for financing and may not be able to find such
financing if required. Obtaining additional financing would be subject to a
number of factors, including the market price for gold, investor acceptance of
our claims and general market conditions. These factors may make the timing,
amount, terms or conditions of additional financing unavailable to us.
The most likely source of future funds presently available to us is through the
sale of equity capital. Any sale of share capital will result in dilution to
existing shareholders. The only other anticipated alternative for the financing
of further exploration would be advances from related parties and joint venture
or sale of a partial interest in the Indy Claims Group to a third party in
exchange for cash or exploration expenditures, which is not presently
contemplated.
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BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF
BUSINESS FAILURE.
We have not yet commenced exploration on the Indy Claims Group. Accordingly, we
have no way to evaluate the likelihood that our business will be successful. We
were incorporated on March 12, 2004 and to date have been involved primarily in
organizational activities and the acquisition of the interest in the mineral
claims. We have not earned any revenues as of the date of this prospectus.
Potential investors should be aware of the difficulties normally encountered by
new mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates.
Prior to completion of our exploration stage, we anticipate that we will incur
increased operating expenses without realizing any revenues. We therefore expect
to incur significant losses into the foreseeable future. We recognize that if we
are unable to generate significant revenues from development of the Indy Claims
Group and the production of minerals from the claims, we will not be able to
earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that
we will prove successful, and it is doubtful that we will generate any operating
revenues or ever achieve profitable operations. If we are unsuccessful in
addressing these risks, our business will most likely fail.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS
A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
The search for valuable minerals as a business is extremely risky. The
likelihood of our mineral claims containing economic mineralization or reserves
of copper is extremely remote. Exploration for minerals is a speculative venture
necessarily involving substantial risk. In all probability, the Indy Claims
Group 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.
The Independent Auditors' Report to our audited financial statements for the
years ended February 28, 2006 and 2005 indicates that there are a number of
factors that raise substantial doubt about our ability to continue as a going
concern. Such factors identified in the report are that we have no source of
revenue and our dependence upon obtaining adequate financing. If we are not able
to continue as a going concern, it is likely investors will lose all of their
investment.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may
become subject to liability for such hazards, including pollution, cave-ins and
other hazards against which we cannot insure or against which we may elect not
to insure. The payment of such liabilities may have a material adverse effect on
our financial position.
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BECAUSE WE HAVE NOT SURVEYED THE INDY CLAIMS GROUP, WE MAY DISCOVER
MINERALIZATION ON THE CLAIMS THAT IS NOT WITHIN OUR CLAIMS BOUNDARIES AND
THEREFORE, CANNOT BE EXTRACTED.
While we have conducted a mineral claims title search to confirm that David
Heyman, the owner of the Indy Claims Group, is the registered owner of such
claims, this should not be construed as a guarantee of claims boundaries. Until
the claims are surveyed, the precise location of the boundaries of the claims
may be in doubt. If we discover mineralization that is close to the estimated
claims boundaries, it is possible that some or all of this mineralization may
occur outside surveyed boundaries. In such a case, we would not have the right
to extract these minerals.
IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral
claims exploration and development. Under Canadian mining law, to engage in
certain types of exploration will require work permits, the posting of bonds,
and the performance of remediation work for any physical disturbance to the
land. While these current laws will not affect our current exploration plans, if
we proceed to commence drilling operations on the Indy Claims Group, we will
incur modest regulatory compliance costs.
In addition, the legal and regulatory environment that pertains to the
exploration of ore is uncertain and may change. Uncertainty and new regulations
could increase our costs of doing business and prevent us from exploring for ore
deposits. The growth of demand for ore may also be significantly slowed. This
could delay growth in potential demand for and limit our ability to generate
revenues. In addition to new laws and regulations being adopted, existing laws
may be applied to mining that have not as yet been applied. These new laws may
increase our cost of doing business with the result that our financial condition
and operating results may be harmed.
BECAUSE OUR DIRECTOR OWNS 40.20% OF OUR OUTSTANDING COMMON STOCK, THEY COULD
MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER
MINORITY SHAREHOLDERS.
Our director owns approximately 40.20% of the outstanding shares of our common
stock. Accordingly, she will have a significant influence in determining the
outcome of all corporate transactions or other matters, including mergers,
consolidations, and the sale of all or substantially all of our assets. She will
also have the power to prevent or cause a change in control. The interests of
our director may differ from the interests of the other stockholders and thus
result in corporate decisions that are disadvantageous to other shareholders.
BECAUSE OUR PRESIDENT HAS OTHER BUSINESS INTERESTS, SHE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
Our president, Ms. Ekaterina Popoff only spends approximately 25% of her
business time providing her services to us. While Ms. Popoff presently possesses
adequate time to attend to our interests, it is possible that the demands on Ms.
Popoff from her other obligations could increase with the result that she would
no longer be able to devote sufficient time to the management of our business.
Ms. Popoff is not involved in other business operations that are in competition
with our company.
BECAUSE OUR SOLE DIRECTOR HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION,
OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
Our sole director has no technical training in the field of geology and
specifically in the areas of exploring for, starting and operating a mine. As a
result, we may not be able to recognize and take advantage of potential
acquisition and exploration opportunities in the sector without the aid of
qualified geological consultants. As well, with no direct training or
experience, our management may not be fully aware of the specific requirements
related to working in this industry. Her decisions and choices may not be well
thought out and our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and no certainty that a market
will develop. We currently plan to apply for listing of our common stock on the
over the counter bulletin board upon the effectiveness of the registration
statement, of which this prospectus forms a part. Our shares may never trade on
the bulletin board. If no market is ever developed for our shares, it will be
difficult for shareholders to sell their stock. In such a case, shareholders may
find that they are unable to achieve benefits from their investment.
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Forward-Looking Statements
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results may differ materially from those anticipated in these
forward-looking statements for many reasons, including the risks faced by us
described in the "Risk Factors" section and elsewhere in this prospectus.
Use Of Proceeds
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
Determination Of Offering Price
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no assurance that our shares
will be quoted on the OTC Bulletin Board. 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
5,950,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
under Regulation S of the Securities Act of 1933. These shares were acquired
from us in an offering that was exempt from registration under Regulation S of
the Securities Act of 1933.The shares include the following:
1. 5,000 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 February 10, 2006;
2. 950,000 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 February 28, 2006;
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>
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Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Name Of Shares Owned Selling Completion Completion
Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
- -----------------------------------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c>
Vladimir Katana 500,000 500,000 Nil Nil
4259 Pender Street,
Burnaby, BC
V5C 2M4
Brian Whitney 500,000 500,000 Nil Nil
8676 Oak Street, #2
Vancouver, BC
V6P 4B3
Susan Shin 500,000 500,000 Nil Nil
#301-4505 Hazel St.,
Burnaby, BC
V5H 4T1
Vincent Restoule 500,000 500,000 Nil Nil
159-2691 E. 49th Ave.,
Vancouver, BC
V5J 1J9
Joan Dale Restoule 500,000 500,000 Nil Nil
159-2691 E. 49th Ave.,
Vancouver, BC
V5J 1J9
Jennifer Jones 500,000 500,000 Nil Nil
#405-425 12th Street,
New Westminster, BC
V3M 4H7
Juliana Relja 500,000 500,000 Nil Nil
6622 Willington Ave.,
Burnaby, BC
V5H 2V8
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</table>
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<table>
<caption>
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Total Number
Of Shares To Total Shares Percent
Be Offered For Owned Upon Owned Upon
Name Of Shares Owned Selling Completion Completion
Selling Prior To This Shareholders Of This Of This
Stockholder Offering Account Offering Offering
- -----------------------------------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c>
Marija Katana 500,000 500,000 Nil Nil
4259 Pender St.,
Burnaby, BC
V5C 2M4
Carman Dalla-Vicenza 500,000 500,000 Nil Nil
#806-706 Queens Ave.,
New Westminster, BC
V3M 1L5
Stephanie Sladich 500,000 500,000 Nil Nil
4792 Neville St.,
Burnaby, BC
V6J 2H3
Maurice Restoule 50,000 50,000 Nil Nil
159-2691 E. 49th
Vancouver, BC
V5J 1J9
Ruzica Katana 50,000 50,000 Nil Nil
4259 Pender Street,
Burnaby, BC
V5C 2M4
Nathan Morris 50,000 50,000 Nil Nil
206-6622 Willingdon Ave.,
Burnbay, BC
V5H 2V8
Nick Leon Fisher 50,000 50,000 Nil Nil
#101-6558 Sussex Ave.
Burnaby, BC
V5H 3C6
Douglas McLeod 50,000 50,000 Nil Nil
405-425 12th Street,
New Westminster, BC
V3M 4H7
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</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>
Anita Sladich 50,000 50,000 Nil Nil
4792 Neville St.,
Burnaby, BC
V5J 2H3
Samuel Victor Sladich 50,000 50,000 Nil Nil
4792 Neville St.,
Burnaby, BC
V5J 2H3
Natalie Sladich 50,000 50,000 Nil Nil
4792 Neville St.,
Burnaby, BC
V5J 2H3
Ashley Vejacic 50,000 50,000 Nil Nil
#42-98 Begin St.,
Coquitlam, BC
V3K 6M9
Deanne Zess 50,000 50,000 Nil Nil
7464 18th Ave.
Burnaby, BC
V3N 1H7
Johnnymar Boonen 50,000 50,000 Nil Nil
3-1405 Bloor St. W.
Toronto, ON
M6P 3L4
Stefano Julianella 50,000 50,000 Nil Nil
11541 87th Ave.,
Delta BC
V4C 2Z6
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</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>
Robert Baruca 50,000 50,000 Nil Nil
2400 E. 29th Ave.
Vancouver, BC
V5R 1T9
Antonio Demechina 50,000 50,000 Nil Nil
8127 12th Ave.,
Burnaby, BC
V3N 2L3
Benedetto Cesarei 50,000 50,000 Nil Nil
8048 14th Ave.,
Burnaby, BC
V3N 2B6
Jacqueline Laderoute 50,000 50,000 Nil Nil
830 Robinson St.,
Coquitlam, BC
V3J 4G5
Patrizia Milano 50,000 50,000 Nil Nil
1225 Sperling Ave.,
Burnaby, BC
V5B 4J4
Denise Milano 50,000 50,000 Nil Nil
1225 Sperling Ave.,
Burnaby, BC
V5B 4J4
Enio Colasimone 50,000 50,000 Nil Nil
8048 14th Ave.,
Burnaby, BC
V3N 2B6
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</table>
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<page>
Each of the above shareholders beneficially owns and has sole voting and
investment over all shares or rights to the shares registered in his or her
name. The numbers in this table assume that none of the selling shareholders
sells shares of common stock not being offered in this prospectus or purchases
additional shares of common stock, and assumes that all shares offered are sold.
The percentages are based on 9,950,000 shares of common stock outstanding on the
date of this prospectus.
None of the selling shareholders:
(1) has had a material relationship with us other than as a shareholder at
any time within the past three years; or
(2) has ever been one of our officers or directors.
None of the selling shareholders is a broker-dealer or affiliate of a broker
dealer.
Plan Of Distribution
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions.
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no assurance that our shares
will be quoted on the OTC Bulletin Board. 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 $13,000. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act
and the Exchange Act in the offer and sale of the common stock. In particular,
during such times as the selling shareholders may be deemed to be engaged in a
distribution of the common stock, and therefore be considered to be an
underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common
stock;
2. Furnish each broker or dealer through which common stock may be offered,
such copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under the
Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which:
* 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;
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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.
The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stock for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his or her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Securities and Exchange Act. Rather than creating a need to comply with those
rules, some broker-dealers will refuse to attempt to sell penny stock.
Legal Proceedings
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 500 N Rainbow Blvd. Suite 300A, Las Vegas, Nevada,
89107.
Directors, Executive Officers, Promoters And Control Persons
Our executive officers and directors and their respective ages as of the date of
this prospectus are as follows:
Directors:
Name of Director Age
- ------------------------ -------
Ekaterina Popoff 22
Executive Officers:
Name of Officer Age Office
- --------------------- -------- -----------------------------------------
Ekaterina Popoff 22 President, Secretary, Treasurer and Chief
Executive Officer
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Biographical Information
Set forth below is a brief description of the background and business experience
of each of our executive officers and directors for the past five years.
Ms. Ekaterina Popoff has acted as our President, CEO, Secretary and Treasurer
since April 2, 2004. From 2002 to 2005, Ms. Popoff worked for Lancashire Finance
Ltd., a private British Columbia technology company. From 2002 to 2004, she
provided administrative services. In 2004, her position changed to provide event
planning for the company, both locally and abroad, as well as serving as one of
the company's senior managers.
From March 2004 to the present, Ms. Popoff operated 690047 BC Ltd., a company
involved in the business of providing corporate management services and
consulting to private clients in British Columbia, Canada. Since September 2001,
Ms. Popoff has been enrolled as a student at the University of British Columbia
in Vancouver, British Columbia.
Ms. Popoff does not have any professional training or technical credentials in
the exploration, development and operation of mines.
Ms. Popoff intends to devote approximately 25% of her business time to our
affairs.
Term of Office
Our directors are appointed for a one-year term to hold office until the next
annual general meeting of our shareholders or until removed from office in
accordance with our bylaws. Our officers are appointed by our board of directors
and hold office until removed by the board.
Significant Employees
We have no significant employees other than the officers and directors described
above.
Conflicts of Interest
We do not have any procedures in place to address conflicts of interest that may
arise in our directors between our business and their other business activities.
Security Ownership Of Certain Beneficial Owners And Management
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group.
Except as otherwise indicated, all shares are owned directly.
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Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
- --------------------------------------------------------------------------------
Common Ekaterina Popoff 4,000,000 40.20%
Stock President, Chief
Executive Officer
and Director
2106-455 Beach Crescent,
Vancouver, BC
V6Z 3E5
Common All officers and directors 4,000,000 40.20%
Stock as a group that consists of shares
one person
The percent of class is based on 9,950,000 shares of common stock issued and
outstanding as of the date of this prospectus.
Description Of Securities
General
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
Common Stock
As of June 5, 2006, there were 9,950,000 shares of our common stock issued and
outstanding that are held by 30 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.
In order to convene a shareholder meeting, we must mail or deliver a notice of
meeting to all registered shareholders at least ten days prior to the meeting.
Two persons present and being, or representing by proxy, shareholders are
necessary to constitute a quorum at any meeting of our stockholders. There is no
minimum percentage of our issued stock that these two persons must hold. A vote
by the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock.
Holders of our common stock have no pre-emptive rights, no conversion rights and
there are no redemption provisions applicable to our common stock.
Preferred Stock
We do not have an authorized class of preferred stock.
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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.
The financial statements included in this prospectus and the registration
statement have been audited by Manning Elliott LLP to the extent and for the
periods set forth in their report appearing elsewhere in this document and in
the registration statement filed with the SEC, and are included in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities
Our directors and officers are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The directors may also cause us to indemnify an
officer, employee or agent in the same fashion.
We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by the
court's decision.
Organization Within Last Five Years
Wildon Productions Inc. was incorporated on March 12, 2004 under the laws of the
state of Nevada. Ms. Ekaterina Popoff was appointed as our director on April 2,
2004. As well, Ms. Popoff was appointed as our president, chief executive
officer, secretary and treasurer.
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Description Of Business
In General
We intend to commence operations as an exploration stage company. We will be
engaged in the acquisition, and exploration of mineral properties with a view to
exploiting any mineral deposits we discover that demonstrate economic
feasibility. We have acquired a 100% interest in 15 mineral claims collectively
known as the Indy Claims Group. There is no assurance that a commercially viable
mineral deposit exists on the claims. Further exploration will be required
before a final evaluation as to the economic and legal feasibility is
determined. In order to determine the legal feasibility of the claims, we must
complete a survey of the mineral claims in order to ensure that the
mineralization that we intend to exploit is within the claims boundaries. The
cost of such a survey is estimated to be approximately $16,000.
Our plan of operation is to conduct exploration work on the Indy Claims Group in
order to ascertain whether they possess economic quantities of gold. There can
be no assurance that economic mineral deposits or reserves, exist on the Indy
Claims Group until appropriate exploration work is done and an economic
evaluation based on such work concludes that production of minerals from the
claims is economically feasible.
Even if we complete our proposed exploration programs on the Indy Claims Group
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.
We will proceed with the geologist recommended exploration programs for the Indy
Claims Group and any additional recommended work based on results from such
programs.
Indy Claims Group Purchase Agreement
On June 24, 2005, we entered into a Mineral Property Purchase Agreement (the
"Agreement") with David Heyman (the "Vendor") of Langley, British Columbia,
whereby the Vendor agreed to sell to us a 100% undivided right, title and
interest in total of two mineral claims located in the Kamloops Mining Division
of British Columbia. In order to acquire a 100% interest in these claims, we
paid $2,500 to the Vendor.
Description, Location and Access
The Indy Claims Group is a collective name for Indi and Indi2 claims comprising
two mineral claims covering an area of 206.8 hectares. The group of claims is
located in the south-central British Columbia, approximately 40 kilometers west
of Kamloops at 50(Degree)44' North Latitude, 120(Degree)54' West Longitude.
The Indy Claims Group is accessible via gravel road that branches off
Trans-Canada Highway in the town of Savona. The town of Savona provides some
basic services required for mineral exploration. The city of Kamloops is located
within an hour drive and is the closest industrial centre that provides all
services required to conduct mineral exploration.
Title to the Indy Claims Group
The Indy Claims Group consists property consists of 2 claims covering an area of
206.829 hectares.
The table below lists relevant information for the claims.
Claim Status
- ----------------------- -------------- -------------- --------------------------
Claim Name Tenure # Hectares Due date
- ----------------------- -------------- -------------- --------------------------
INDI 513964 184.097 2006/Jun/05
- ----------------------- -------------- -------------- --------------------------
INDI2 519904 122.732 2006/Sep/13
- ----------------------- -------------- -------------- --------------------------
Total 206.829
- -------------------------------------- -------------- --------------------------
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A "mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground. Such rights may be transferred or held in
trust. We purchased a 100% interest in the claims from the Vendor. The Vendor
will transfer title to the claims to us any time at our request.
Exploration History
During the Depression (1930's), several claims were staked covering the Indy
claims and the remains of old trenches on the property are still visible.
However, no records indicate that any metals were produced. A small-scale placer
mining was carried out at the mouth of Indian Gardens Creek.
In 1981, a regional airborne VLF-EM and magnetometer surveys were carried out on
behalf of Tu-Tahl Petroleum Inc. and Sunstar Continental Petroleum Corp. on the
property. The Lynx (most of Lynx 300 claim overlaps the Indy claims group) and
Coyote claims areas were interpreted as having fairly flat magnetic responses,
with values around 3,200 gammas. No VLF-EM anomalies were reported to occur in
any of the two areas.
In 1986, the propery was prospected and trenches and outcrops were chip sampled
on the Indi claims comprising 96 units. Based on strongly anomalous gold values,
QPX Minerals Inc. optioned the Indi claims and in 1988 to 1989 conducted an
exploration program. The recent Indy Claims Group partly coincides with the
northwestern segment of the four claims that were held by QPX Minerals Inc.
during that period.
Three grids were established (85 kilometers) and geological mapping, soil
sampling (1068 samples), geophysical surveys and drilling were conducted on the
property. Ground magnetometer (85 kilometers) and VLF-EM surveys (66 kilometers)
were carried out, and 4 diamond holes for 556 meters and 7 percussion holes
totaling 480 meters were drilled. 302 rock and 466 core and cuttings samples
were collected. A VLF-EM (very low frequency - electromagnetic) survey consists
of two separate surveys. The very low frequency surveys use radio waves to
determine whether rocks on a mineral property conduct electricity. Almost all of
the precious and base metals that we are seeking are above average conductors of
electricity and will affect VLF readings. Electro magnetic surveys involve
measuring the strength of the earth's magnetic field. Variations in the magnetic
readings on a property may indicate the increased likelihood of precious or base
minerals in the area.
Mineralization
The Indy Claims Group hosts polymetallic, silver, zinc and gold vein
mineralization emplaced in altered volcanic rocks..
Two distinct styles of mineralization and alteration have been recognized in the
Indy Claims Group and in the area adjacent to the east. The first style occurs
within andesites and consists of carbonate alteration in zones. Andesites are
volcanic rocks characteristically medium dark in color and containing mostly
silica with moderate amounts of iron and magnesium. Carbonate alteration
involves changes in rocks types that comprise carbon and oxygen, such as
limestone.
The second style of mineralization occurs in volcanic rocks and consist of
quartz-sericite-pyrite altered zones. Quartz is a hard glossy mineral consisting
of silicon dioxide in crystal form, which is often found in areas containing
gold and other valuable minerals. Sericite is a fine grained mica often
associated with copper and tin. Pyrite, also known as fool's gold, is a mineral
composed of iron disulphide with a pale brass-yellow color. It is an ore of iron
and is often associated with gold.
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Geological Assessment Report: Indy Claims Group
We retained Mr. Bohumil Molak, Ph.D., P. Geo., a geoscientist and a licensed
member with the Association of Professional Engineers and Geoscientists of
British Columbia, to complete an initial evaluation of the claims and to prepare
a geological summary report on the Indy Claims Group. Mr. Molak holds a Bachelor
of Science in Economic Geology and a Master of Science in Economic Geology and a
Doctor of Philosophy degree. He practiced his profession continuously since
1970.
Based on his review of data relating to the Indy Claims Group, Mr. Molak has
concluded that additional exploration is recommended on the property to
determine whether or not it has the potential to host an economic mineral
deposit. He recommends a two-phase exploration program to further evaluate the
Indy Claims Group.
Phase I would consist of compiling past exploration data and sampling areas of
the claims that were previously explored. Sampling consists of a consulting
geologist gathering silt and soil samples which may contain anomalous metal
values which may indicate further mineralization at depth or up stream. As well,
Mr. Molak's recommendation is to collect pieces of rock that appear to contain
precious metals such as gold and silver. All samples gathered will be sent to a
laboratory where they are crushed and analysed for metal content.
Phase II would consist of geological mapping, sampling and geochemical surveying
over a systematic grid area. Geological mapping and sampling involves the
identification and collection of rock types on the property allowing for
interpretation of a geological model which may aid in locating economic
mineralization and the identification of more abundant minerals which are
commonly associated with economic mineralization. A geochemical survey may
identify anomalous metal values within soils which allows for a quick,
affordable assessment of a large area. Anomalous soil areas may indicate
increased economic mineralization at depth where no surface rock is available.
Phase I and II are recommended in order to determine the best claims and local
areas to conduct subsequent exploration work.
Proposed Budget
The Indy Claims Group has a potential to host a system of altered and
mineralized zones with gold-bearing quartz veins and/or base metals
mineralization at the surface, or at shallow depth and a porphyry, or greenstone
type mineralization at depth. Therefore, we recommend the following two phase
program to further test this potential:
Phase I Budget Estimate
- Review and compilation $ 1,000.00
- Geological mapping outcrops sampling,
glacial till mapping $ 1,000.00
- Assays $ 500.00
- Geological report, consulting $ 3,000.00
- Miscellaneous $ 500.00
-----------
Total $ 6,000.00
Phase II Budget Estimate
- Ground geophysical surveys (IP, resistivity) $ 6,000.00
- Reverse modeling of geophysical data. $ 2,000.00
- Geological report, consulting $ 2,000.00
----------
Total $10,000.00
Grand Total $16,000.00
Depending on the results, phase III exploration program would be designed,
including mechanical trenching to uncover extensions of the alteration zones,
veins and/or stockworks and to conduct channel sampling.
We will make a decision whether to proceed with each successive phase of the
exploration program upon completion of the previous phase and upon our analysis
of the results that program. At the completion of each phase, the consulting
geologist who conducts the program will review the results of exploration with
our directors. Based upon this review, the directors will then determine whether
to proceed with the next phase of exploration. In making their decision, the
directors will rely upon the advice of the consulting geologist. If no further
exploration is recommended on the Indy Claims Group after the completion of any
phase, we will likely abandon the claims. If this occurs, we will not own any
interest in the claims.
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If we abandon the Indy Claims Group, we will attempt to raise additional funds
in order to acquire an interest in an alternative mineral property that has the
potential to contain economic mineralization. Such property may or not be in the
area of the Indy Claims Group. We do not currently have any confirmed source of
financing or specific mineral properties in mind if this occurs. We would likely
contact property owners or geologists who are involved in the mineral
exploration business in order to identify potential properties for acquisition.
We intend to commence the phase one exploration program in June of 2006. This
program will take approximately two weeks to complete at an estimated costs of
$6,000. We will then commence the phase two exploration program in September of
2006. This phase would take one month to complete and cost approximately
$10,000.
We will require additional funding in order to complete the phase III of
exploration program on the Indy Claims Group. We anticipate that additional
funding will be required in the form of equity financing from the sale of our
common stock or through directors' loans.
Compliance with Government Regulation
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.
We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. The amount of these costs is
not known at this time as we do not know the extent of the exploration program
that will be undertaken beyond completion of the currently planned work
programs. Because there is presently no information on the size, tenor, or
quality of any resource or reserve at this time, it is impossible to assess the
impact of any capital expenditures on earnings or our competitive position in
the event a potentially economic deposit is discovered.
If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will control all
aspects of any production program if the project continues to that stage because
of the potential impact on the environment. Examples of regulatory requirements
include:
- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
- Dumping of material on the surface will have to be re-contoured and
re-vegetated;
- An assessment of all material to be left on the surface will need to
be environmentally benign;
- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and
if deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local fauna
and flora.
Because there will not be any significant physical disturbance to the Indy
Claims Group, we will not incur any costs in complying with environmental laws
during the first two planned phases of exploration on the claims. Subsequent
drilling will require some remediation work, which is not expected to exceed
$10,000. We will need to raise additional funds to finance any drilling program,
including remediation costs. 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 recommended exploration programs. Because there is
presently no information on the size, tenor, or quality of any minerals or
reserve at this time, it is impossible to assess the impact of any capital
expenditures on earnings or our competitive position.
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An environmental review is not required under the Environmental Assessment Act
to proceed with the recommended exploration program on our mineral claims.
Employees
We have no employees as of the date of this prospectus other than our two
directors.
Research and Development Expenditures
We have not incurred any other research or development expenditures since our
incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Reports to Security Holders
Although we are not required to deliver a copy of our annual report to our
security holders, we will voluntarily send a copy of our annual report,
including audited financial statements, to any registered shareholder who
requests it. We will not be a reporting issuer with the Securities and Exchange
Commission until our registration statement on Form SB-2 is declared effective.
Upon the effectiveness of this registration statement, we will be a reporting
company and will file our annual report on Form 10-KSB, interim reports on
10-QSB and current reports on Form 8-K with the Securities and Exchange
Commission. The public may read and copy any materials we file with the
Commission at its Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the Commission. The
address of that site is http://www.sec.gov.
Plan Of Operations
Our plan of operation for the twelve months following the date of this
prospectus is to complete the recommended phase one and two exploration programs
on the Indy Claims Group consisting of re-sampling of old workings, geologic
mapping, analytical and test surveys. We anticipate that the phase one program
will cost approximately $6,000, while the phase two program will cost
approximately $10,000. The above program cost estimates were provided to us by
Mr. Bohumil Molak and are contained in his geological report respecting the Indy
Claims Group. Project costs may exceed Mr. Molak's estimates.
To date, we have not commenced exploration on the Indy Claims Group. However, we
did retain Mr. Molak, a professional geologist, to complete an initial review of
the claims and to provide us with a geological report respecting the claims that
included exploration recommendations. For these services, we paid Mr. Molak
$1,000.
We plan to commence the phase one exploration program on the Indy Claims Group
in June of 2006. The program should take approximately up to a one month to
complete. We will then undertake the phase two work program. This program will
also take approximately one month to complete.
Following the phase two exploration, which is scheduled to occur in September
2006, we intend to complete a drilling program on the Indy Claims Group. The
estimate cost of this program is $80,000 and will take approximately three
months to complete, including the collection and interpretation of all
exploration data. Subject to financing, we anticipate commencing the drill
program in the spring of 2007. Follow up drilling would occur in the autumn of
2007.
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While weather may occasionally prevent us from accessing the Indy Claims Group
in winter months, we do not expect conditions to impact our plan of operation,
as we have scheduled our exploration programs during the spring, summer and
autumn.
We do not have any verbal or written agreement regarding the retention of any
qualified engineer or geologist for our planned exploration programs.
As well, we anticipate spending an additional $10,000 on professional fees,
including fees payable in connection with the filing of this registration
statement and complying with reporting obligations, and general administrative
costs.
Total expenditures over the next 12 months are therefore expected to be $26,000.
We will require additional funding in order to proceed with the proposed phase
two surveys and with any subsequent recommended work on the claims. We
anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock. However, we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund the second phase of the exploration
program. We believe that debt financing will not be an alternative for funding
the complete exploration program. We do not have any arrangements in place for
any future equity financing.
Results Of Operations For The Period From Inception Through February 28, 2006
We have not earned any revenues from our incorporation on March 12, 2004 to
February 28, 2006. We do not anticipate earning revenues unless we enter into
commercial production on the Indy Claims Group, 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 claims, or if such minerals
are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $10,542 for the year ended
February 28, 2006 compared to the operating expenses of $753 for the period from
our inception on March 12, 2004 to February 28, 2005. These operating expenses
were comprised of impairment loss on mineral property of $2,500, management fees
of $2,200, mineral property costs of $1,927, office and administration expenses
of $2,265 and rent expense of $1,650.
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 have acquired a 100% interest in the Indy Claims Group located in Kamloops
Mining Division, British Columbia. We do not own or lease an interest in any
other property.
Certain Relationships And Related Transactions
Except as disclosed below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to our outstanding shares of
common stock;
* Our sole promoter, Ekaterina Popoff;
* Any member of the immediate family of any of the foregoing persons.
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Our President provided a loan of $677 as at February 28, 2006 (February 28, 2005
- -$Nil) to the Company. The amount is unsecured, non-interest bearing and has no
specified terms of repayment. During the year ended February 28, 2006 we were
charged $350 (February 28, 2005 - $200) for professional fees by a company
controlled by our President and $2,200 (February 28, 2005 - $Nil) for management
services by our President.
Market For Common Equity And Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
Stockholders of Our Common Shares
As of the date of this registration statement, we have 30 registered
shareholders.
Rule 144 Shares
A total of 4,000,000 shares of our common stock are available for resale to the
public after October 4, 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 75,000 shares as of the
date of this prospectus; or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 5,000,000 shares that may be sold pursuant to Rule 144.
Because the shares eligible for resale under Rule 144 were obtained for $0.001
each, they may be sold for prices much lower than the shares offered hereby and
may have a downward depressive effect on the market.
Registration Rights
We have not granted registration rights to the selling shareholders or to any
other persons.
-25-
<page>
Dividends
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal years ended February 28, 2006 and 2005.
Annual Compensation
Other Restricted Options/ LTIP Other
Stock * SARs payouts
Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
- --------------------------------------------------------------------------------
Ekaterina Pres. 2006 $0 $0 $3,850 0 0 0 0
Popoff CEO, 2005 $0 $0 $0 0 0 0 0
Sec.,
Treasurer,
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 Ekaterina Popoff, our
director and officer.
-26-
<page>
Financial Statements
Index to Financial Statements:
Audited financial statements for the year ended February 28, 2006, and for the
period from March 12, 2004 (Inception) to February 28, 2006, including:
a. Report of Independent Registered Public Accounting Firm;
b. Balance Sheets;
c. Statements of Operations
d. Statements of Cash Flows; and
e. Statement of Stockholders' Equity;
f. Notes to the Financial Statements
-27-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
FEBRUARY 28, 2006 and 2005
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CASH FLOWS
STATEMENT OF STOCKHOLDERS' EQUITY
NOTES TO THE FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
-28-
<page>
MANNING ELLIOTT 11th floor, 1050 West Pender Street,
Vancouver, BC,Canada V6E 3S7
CHARTERED ACCOUNTANTS Phone: 604.714.3600 Fax:604.714.3669
Web: manningelliott.com
Report of Independent Registered Public Accounting Firm
-------------------------------------------------------
To the Directors and Stockholders
Wildon Productions Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheets of Wildon Productions Inc. (An
Exploration Stage Company) as of February 28, 2006 and 2005, and the related
statements of operations, cash flows and stockholders' equity for the year ended
February 28, 2006 and from March 12, 2004 (Date of Inception) to February 28,
2005 and accumulated from March 12, 2004 to February 28, 2006. 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 audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wildon Productions Inc. (An
Exploration Stage Company) as of February 28, 2006 and 2005, and the results of
its operations and its cash flows for the year ended February 28, 2006 and from
March 12, 2004 (Date of Inception) to February 28, 2005 and accumulated from
March 12, 2004 to February 28, 2006 in conformity with accounting principles
generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenues and has incurred
operating losses since inception. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also discussed in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
CHARTERED ACCOUNTANTS
Vancouver, Canada
April 19, 2006
-29-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Expressed in U.S. dollars)
<table>
<caption>
February 28, February 28,
2006 2005
---- ----
<s> <c> <c>
ASSETS
CURRENT ASSETS
Cash $ 23,282 $ -
---------------- ----------------
Total Assets $ 23,282 $ -
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable $ - $ 553
Accrued liabilities (Note 4) 1,500 -
Due to related party (Note 6(a)) 1,227 200
---------------- ----------------
Total Current Liabilities 2,727 753
---------------- ----------------
CONTINGENCIES (Note 1)
STOCKHOLDERS' EQUITY (DEFICIT)
Capital stock
Authorized:
75,000,000 common shares, $0.001 par value,
Issued and outstanding:
9,950,000 and nil common shares, respectively 9,950 -
Additional paid in capital 18,050 -
Donated capital (Note 6(b) and (c)) 3,850 -
Deficit accumulated during the exploration stage (11,295) (753)
---------------- ----------------
Total Stockholders' Equity (Deficit) 20,555 (753)
---------------- ----------------
Total Liabilities and Stockholders' Equity (Deficit) $ 23,282 $ -
================ ================
</table>
The accompanying notes are an integral part of these financial statements
-30-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Expressed in U.S. dollars)
<table>
<caption>
From Accumulated from
For the year March 12, 2004 March 12, 2004
ended (Date of Inception) (Date of Inception)
February 28, to February 28, to February 28,
2006 2005 2006
---- ---- ----
<s> <c> <c> <c>
Expenses
Impairment loss on mineral property (Note 3) $ 2,500 $ - $ 2,500
Management services (Note 6(b)) 2,200 - 2,200
Mineral property costs (Note 3) 1,927 - 1,927
Office and administration expenses 2,265 753 3,018
Rent (Note 6(c)) 1,650 - 1,650
---------------- ------------------ ----------------
Net loss for the period $ 10,542 $ 753 $ 11,295
================ ================== ================
Basic and diluted loss per share $ - $ -
================ ==================
Weighted average number of shares outstanding 2,513,000 -
================ ==================
</table>
The accompanying notes are an integral part of these financial statements
-31-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
<table>
<caption>
From Accumulated from
For the year March 12, 2004 (Date March 12, 2004 (Date
ended of Inception) to of Inception) to
February 28, February 28, February 28,
2006 2005 2006
---- ---- ----
<s> <c> <c> <c>
OPERATING ACTIVITIES
Net loss for the period $ (10,542) $ (753) $ (11,295)
Adjustment to reconcile net loss to net cash used
in operating and investing activities
Donated management services 2,200 - 2,200
Donated rent 1,650 - 1,650
Impairment loss on mineral property 2,500 - 2,500
Change in operating assets and liabilities
Accounts payable (553) 553 -
Accrued liabilities 1,500 - 1,500
----------------- ----------------- ------------------
Net cash used in operating activities (3,245) (200) (3,445)
INVESTING ACTIVITIES
Acquisition of mineral property (2,500) - (2,500)
----------------- ----------------- ------------------
Net cash used in investing activities (2,500) - (2,500)
FINANCING ACTIVITIES
Proceeds from issuance of common stock 28,000 - 28,000
Advances from related party 1,027 200 1,227
----------------- ----------------- ------------------
Net cash provided by financing activities 29,027 200 29,227
----------------- ----------------- ------------------
INCREASE IN CASH 23,282 - 23,282
CASH, BEGINNING OF THE PERIOD - - -
----------------- ----------------- ------------------
CASH, END OF THE PERIOD $ 23,282 $ - $ 23,282
================= ================= ==================
Supplemental cash flow information:
Interest paid $ - $ - $ -
================= ================= ==================
Income taxes paid $ - $ - $ -
================= ================= ==================
</table>
The accompanying notes are an integral part of these financial statements
-32-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIT) for the period from March 12, 2004 (Date
of Inception) to February 28, 2006
(Expressed in U.S. dollars)
<table>
<caption>
Deficit
Accumulated
Additional During the
Common Shares Paid-in Donated Exploration
--------------------------
Number Par Value Capital Capital Stage Total
<s> <c> <c> <c> <c> <c> <c>
Balance, March 12, 2004 (Date of
Inception) - $ - $ - $ - $ - $ -
Net loss for the period - - - - (753) (753)
---------- ---------- ----------- --------- ----------- ---------
Balance, February 28, 2005 - - - - (753) (753)
---------- ---------- ----------- --------- ----------- ---------
Capital stock issued for cash:
- at $0.001 per share 9,000,000 9,000 - - - 9,000
- at $0.02 per share 950,000 950 18,050 - - 19,000
Donated services - - - 3,850 - 3,850
Net loss for the year - - - - (10,542) (10,542)
---------- ---------- ----------- --------- ----------- ---------
Balance, February 28, 2006 9,950,000 $ 9,950 $ 18,050 $ 3,850 $ (10,542) $ 20,555
========== ========== =========== ========= =========== =========
</table>
The accompanying notes are an integral part of these financial statements
-33-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2006
(Expressed in U.S. dollars)
Note 1 Nature and Continuance of Operations
------------------------------------
Wildon Productions Inc. (the "Company") was incorporated in the
State of Nevada on March 12, 2004 and is in the exploration stage
as defined by Statement of Financial Accounting Standard ("SFAS")
No. 7, "Accounting and Reporting by Development Stage
Enterprises". The Company has acquired a mineral property located
in the Province of British Columbia, Canada and has not yet
determined whether this property contains reserves that are
economically recoverable. The recoverability of costs incurred for
acquisition and exploration of the property will be dependent upon
the discovery of economically recoverable reserves, confirmation
of the Company's interest in the underlying property, the ability
of the Company to obtain necessary financing to satisfy the
expenditure requirements under the property agreement and to
complete the development of the property and upon future
profitable production or proceeds for the sale thereof.
These financial statements have been prepared on a going concern
basis which assumes that the Company will be able to realize its
assets and discharge its liabilities in the normal course of
business for the foreseeable future. The Company has incurred an
accumulated deficit of $8,145 as at February 28, 2006 and further
losses are anticipated in the development of its business raising
substantial doubt about the Company's ability to continue as a
going concern. Management intends to finance operating costs over
the next twelve months with existing cash on hand, advances from
related parties and/or issuance of common shares.
Note 2 Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States of America and are presented in US dollars.
Cash and Cash Equivalents
-------------------------
The Company considers all highly liquid investments with maturity
of three months or less at the time of issuance to be cash
equivalents.
Mineral Property
----------------
The Company has been in the exploration stage since its formation
on March 12, 2004 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property acquisition and
exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed
as a result of establishing proven and probable reserves, the
costs incurred to develop such property are capitalized. Such
costs will be amortized using the units-of-production method over
the estimated life of the probable reserve. If mineral properties
are subsequently abandoned or impaired, any capitalized costs will
be charged to operations.
Use of Estimates and Assumptions
--------------------------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the period.
Actual results could differ from those estimates.
-34-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2006
(Expressed in U.S. dollars)
Note 2 Summary of Significant Accounting Policies (continued)
------------------------------------------
Foreign Currency Translation
----------------------------
The financial statements are presented in United States dollars.
In accordance with Statement of Financial Accounting Standards No.
52, "Foreign Currency Translation", foreign denominated monetary
assets and liabilities are translated into their United States
dollar equivalents using foreign exchange rates which prevailed at
the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Gains or losses
resulting from foreign currency transactions are included in
results of operations.
Fair Value of Financial Instruments
-----------------------------------
The carrying value of cash, accounts payable, accrued liabilities,
and amounts 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.
Comprehensive Loss
------------------
SFAS No. 130, "Reporting Comprehensive Income," establishes
standards for the reporting and display of comprehensive loss and
its components in the financial statements. As at February 28,
2006 and 2005, the Company has no items that represent a
comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.
Income Taxes
------------
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company
has adopted SFAS No. 109 "Accounting for Income Taxes" as of its
inception. Pursuant to SFAS No. 109 the Company is required to
compute tax asset benefits for net operating losses carried
forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company
cannot be assured it is more likely than not it will utilize the
net operating losses carried forward in future years.
Basic and Diluted Net Income (Loss) Per Share
---------------------------------------------
The Company computes net income (loss) per share in accordance
with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires
presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by
dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding
(denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock
using the if-converted method. In computing Diluted EPS, the
average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of
stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.
-35-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2006
(Expressed in U.S. dollars)
Note 2 Summary of Significant Accounting Policies (continued)
------------------------------------------
Recent Accounting Pronouncements
--------------------------------
In May 2005, the Financial Accounting Standards Board (FASB)
issued SFAS No. 154, "Accounting Changes and Error Corrections - A
Replacement of APB Opinion No. 20 and SFAS No. 3". SFAS 154
changes the requirements for the accounting for and reporting of a
change in accounting principle and applies to all voluntary
changes in accounting principle. It also applies to changes
required by an accounting pronouncement in the unusual instance
that the pronouncement does not include specific transition
provisions. SFAS 154 requires retrospective application to prior
periods' financial statements of changes in accounting principle,
unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. The provisions of
SFAS No. 154 are effective for accounting changes and correction
of errors made in fiscal years beginning after December 15, 2005.
The adoption of this standard is not expected to have a material
effect on the Company's results of operations or financial
position.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of
Nonmonetary Assets - An Amendment of APB Opinion No. 29". The
guidance in APB Opinion No. 29, "Accounting for Nonmonetary
Transactions", is based on the principle that exchanges of
nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that Opinion, however,
included certain exceptions to that principle. SFAS No. 153 amends
Opinion No. 29 to eliminate the exception for nonmonetary
exchanges of similar productive assets and replaces it with a
general exception for exchanges of nonmonetary assets that do not
have commercial substance. A nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to
change significantly as a result of the exchange. The provisions
of SFAS No. 153 are effective for nonmonetary asset exchanges
occurring in fiscal periods beginning after June 15, 2005. Early
application is permitted and companies must apply the standard
prospectively. The adoption of this standard did not have a
material effect on the Company's results of operations or
financial position.
In December 2004, the FASB issued Statement of Financial
Accounting Standard (SFAS) No. 123R, "Share Based Payment". SFAS
123R is a revision of SFAS No. 123 "Accounting for Stock-Based
Compensation", and supersedes APB Opinion No. 25, "Accounting for
Stock Issued to Employees" and its related implementation
guidance. SFAS 123R establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an
entity incurs liabilities in exchange for goods or services that
are based on the fair value of the entity's equity instruments or
that may be settled by the issuance of those equity instruments.
SFAS 123R focuses primarily on accounting for transactions in
which an entity obtains employee services in share-based payment
transactions. SFAS 123R requires a public entity to measure the
cost of employee services received in exchange for an award of
equity instruments based on the grant-date fair value of the award
(with limited exceptions). That cost will be recognized over the
period during which an employee is required to provide service in
exchange for the award - the requisite service period (usually the
vesting period). SFAS 123R requires that the compensation cost
relating to share-based payment transactions be recognized in
financial statements. That cost will be measured based on the fair
value of the equity or liability instruments issued. Public
entities that file as small business issuers will be required to
apply SFAS 123R in the first interim or annual reporting period
that begins after December 15, 2005. The adoption of this standard
is not expected to have a material effect on the Company's results
of operations or financial position.
In March 2005, the SEC staff issued Staff Accounting Bulletin No.
107 ("SAB 107") to give guidance on the implementation of SFAS
123R. The Company will consider SAB 107 during implementation of
SFAS 123R.
-36-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2006
(Expressed in U.S. dollars)
Note 3 Mineral Property
----------------
Indy Claims Group
-----------------
Pursuant to a mineral property purchase agreement dated June 24,
2005, the Company acquired a 100% undivided right, title and
interest in two mineral claims, known as "Indy Claims Group",
located in the Province of British Columbia, Canada for cash
payment of $2,500. During the year ended February 28, 2006 the
Company also incurred $1,927 of mineral property costs. Since the
mineral claims have no established proven or provable reserves,
the acquisition costs of $2,500 were charged to operations during
the year ended February 28, 2006.
The Property is held in trust by the vendor on behalf of the
Company. Upon request from the Company, the title will be recorded
in the name of the Company with the appropriate mining recorder.
At February 28, 2006, the title to the Property has not been
recorded in the name of the Company.
Note 4 Accrued Liabilities
-------------------
As at February 28, 2006, the Company owed $1,500 for professional
fees.
Note 5 Common Shares
-------------
a) On February 28, 2006, the Company issued 950,000 common
shares at $0.02 per common share for proceeds of $19,000.
b) On February 10, 2006, the Company issued 5,000,000 common
shares at $0.001 per common share for proceeds of $5,000.
c) On October 4, 2005, the Company issued 1,000,000 common
shares at $0.001 per common share for proceeds of $1,000 to
the President of the Company.
d) On June 24, 2005, the Company issued 3,000,000 common shares
at $0.001 per common share for proceeds of $3,000 to the
President of the Company.
Note 6 Related Party Transactions
--------------------------
a) The President of the Company provided professional services
and advanced funds totalling $1,277 (2005 - $200) to the
Company. The amount is unsecured, non-interest bearing, and
payable on demand.
b) The President of the Company provides management services to
the Company with a fair value of $200 per month, commencing
April 1, 2005. During the year ended February 28, 2006
donated services of $2,200 (2005 - $Nil) were charged to
operations and treated as donated capital.
c) The President of the Company provides office space to the
Company with a fair value of $150 per month, commencing
April 1, 2005. During the year ended February 28, 2006,
donated rent of $1,650 (2005 - $nil) was charged to
operations and treated as donated capital.
d) For the fiscal year ended February 28, 2006, the Company
issued common shares to the President of the Company. Refer
to Note 5(c) and (d).
-37-
<page>
WILDON PRODUCTIONS INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
February 28, 2006
(Expressed in U.S. dollars)
Note 7 Income Taxes
------------
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company
has net operating losses of $7,450, which commence expiring in
2025. Pursuant to SFAS No. 109 the Company is required to compute
tax asset benefits for net operating losses carried forward.
Potential benefit of net operating losses have not been recognized
in these financial statements because the Company cannot be
assured it is more likely than not it will utilize the net
operating losses carried forward in future years. For the years
ended February 28, 2006 and 2005, the valuation allowance
established against the deferred tax assets increased by $2,340
and $260 respectively.
The components of the net deferred tax asset at February 28, 2006
and 2005 and the statutory tax rate, the effective tax rate and
the elected amount of the valuation allowance are listed below:
February 28, February 28,
2006 2005
$ $
Net Operating Losses 7,450 750
Statutory Tax Rate 35% 35%
Effective Tax Rate - -
Deferred Tax Asset 2,600 260
Valuation Allowance (2,600) (260)
- ----------------------------------------------------------------------------
Net Deferred Tax Asset - -
============================================================================
-38-
<page>
Changes In And Disagreements With Accountants on Accounting and Financial
Disclosure
We have had no changes in or disagreements with our accountants.
Available Information
We have filed a registration statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission,100 F Street, N.E., Washington, D.C. 20005. Please call
the Commission at 1-800-SEC-0330 for further information on the operation of the
public reference rooms. The Securities and Exchange Commission also maintains a
web site at http://www.sec.gov that contains reports, proxy statements and
information regarding registrants that file electronically with the Commission.
Our registration statement and the referenced exhibits can also be found on this
site.
Until _______________, all dealers that effect transactions in these securities
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealer's obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Part II
Information Not Required In The Prospectus
Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes (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.
-39-
<page>
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 12.73
Transfer Agent fees $ 1,000.00
Accounting and auditing fees and expenses $ 5,000.00
Legal fees and expenses $ 3,000.00
Edgar filing fees $ 1,000.00
--------------
Total $ 10,012.73
==============
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 4,000,000 shares of our common stock at a price of
$0.001 per share to a purchaser on October 4, 2005. The total amount received
from this offering was $4,000. All these shares were sold to Ms. Ekaterina
Popoff. Ms. Popoff is our president, chief executive officer and a director.
These shares were issued pursuant to Regulation S of the Securities Act.
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We completed an offering of 5,000,000 shares of our common stock at a price of
$0.001 per share to a total of 10 purchasers on February 10, 2005. The total
amount received from this offering was $5,000. We completed this offering
pursuant to Regulation S of the Securities Act. The purchasers in this offering
were as follows:
Name of Subscriber Number of Shares
------------------ ----------------
Vladimir Katana 500,000
Brian Whitney 500,000
Susan Shin 500,000
Vincent Restoule 500,000
Joan Restoule 500,000
Jennifer Jones 500,000
Juliana Relja 500,000
Marija Katana 500,000
Carman Dalla-Vicenza 500,000
Stephanie Sladich 500,000
We completed an offering of 950,000 shares of our common stock at a price of
$0.02 per share to a total of 19 purchasers on February 28, 2006. The total
amount received from this offering was $19,000. We completed this offering
pursuant to Regulation S of the Securities Act. The purchasers in this offering
were as follows:
Name of Subscriber Number of Shares
------------------ ----------------
Maurice Restoule 50,000
Ruzica Katana 50,000
Nathan Morris 50,000
Douglas McLeod 50,000
Anita Sladich 50,000
Samuel Sladich 50,000
Nick Fisher 50,000
Natalie Sladich 50,000
Ashley Veljacic 50,000
Deanne Zess 50,000
Johnnymar Boonen 50,000
Stefano Julianella 50,000
Robert Baruca 50,000
Antonio Demechina 50,000
Benedetto Cesarei 50,000
Jacqueline Laderoute 50,000
Patrizia Milano 50,000
Denis Milano 50,000
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;
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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 with consent to use
10.1 Mineral Property Purchase Agreement dated June 24, 2005*
23.1 Consent of Manning Elliott, CA's
23.2 Consent of Karen A. Batcher, Esq.
23.3 Consent of Mr.Molak, Ph.D.,P.Geo.*
99.1 Location map*
* filed as an exhibit to our registration statement on Form SB-2
dated May 9, 2006
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.
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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 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 June 5, 2006.
Wildon Productions, Inc.
By:/s/ Ekaterina Popoff
------------------------------
Ekaterina Popoff
President, Chief Executive Officer,
and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Ekaterina Popoff President, Chief Executive June 5, 2006
- ----------------------- Officer, Secretary, Treasurer
Ekaterina Popoff principal accounting officer,
principal financial officer and director
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