-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, McGhPFvyUZo+y4z5u5W68u1KsM0kLJnWg7fSeT8eh6YSo3cRHbd/XHIGjrh/EXLC VUM1sXxkCC7maHGlqplRWg== 0000949353-03-000019.txt : 20030114 0000949353-03-000019.hdr.sgml : 20030114 20030110111519 ACCESSION NUMBER: 0000949353-03-000019 CONFORMED SUBMISSION TYPE: SB-1 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20030110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRINX RESOURCES LTD CENTRAL INDEX KEY: 0001212641 FILING VALUES: FORM TYPE: SB-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-102441 FILM NUMBER: 03510010 BUSINESS ADDRESS: STREET 1: 699 CARDERO STREET STREET 2: #1401 CITY: VANCOUVER BC STATE: A1 ZIP: V6G 3H7 BUSINESS PHONE: 6049263677 SB-1 1 sb-1.txt SB-1 REGISTRATION STATEMENT As filed on January 10, 2003 File No. 333 -______ ================================================================================ United States Securities and Exchange Commission Washington, D.C. 20549 FORM SB-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BRINX RESOURCES LTD. (Name of small business issuer in its charter)
NEVADA 1040 APPLIED FOR (State or other jurisdiction of (Primary Standard Industrial (IRS Employer incorporation or organization) Classification Code Number) Identification No.)
4519 WOODGREEN DRIVE, WEST VANCOUVER, B.C. V7S 2T8 CANADA (604) 926-3677 (Address and telephone number of principal executive offices) 4519 WOODGREEN DRIVE, WEST VANCOUVER, B.C. V7S 2T8 CANADA (Address of principal place of business or intended principal place of business) KENNETH A. CABIANCA, 4519 WOODGREEN DRIVE, WEST VANCOUVER, B.C. V7S 2T8 CANADA (604) 926-3677 (Name, address and telephone number of agent for service) Copies of all communication to: FAY M. MATSUKAGE, ESQ. DILL DILL CARR STONBRAKER & HUTCHINGS, P.C. 455 SHERMAN STREET, SUITE 300 DENVER, COLORADO 80203 (303) 777-3737, FAX (303) 777-3823 Approximate date of proposed sale to the public: As soon as practicable after the effective date of the Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X] ____ If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] ____ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] ____ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] ____ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ____ CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------ TITLE OF EACH CLASS OF SECURITIES TO BE DOLLAR AMOUNT TO BE PROPOSED MAXIMUM AMOUNT OF REGISTERED REGISTERED OFFERING PRICE PER UNIT REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------ Common stock $16,500 $0.003 $1.52 - ------------------------------------------------------------------------------------------------------------------
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 said Section 8(a), may determine. Disclosure alternative used (check one): Alternative 1 Alternative 2 X --- --- SUBJECT TO COMPLETION, DATED JANUARY 10, 2003 PROSPECTUS BRINX RESOURCES LTD. 5,500,000 SHARES OF COMMON STOCK The selling shareholder named in this prospectus is offering 5,500,000 shares of common stock of Brinx Resources Ltd. We will not receive any of the proceeds from the sale of these shares. The shares were acquired by the selling shareholder directly from us in a private offering of our common stock that was exempt from registration under the securities laws. The selling shareholder has set an offering price for these securities of $0.003 per share. Our common stock is presently not traded on any market or securities exchange. The offering price may not reflect the market price of our shares after the offering. ------------------- THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 4. 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 THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------- 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 is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
- ------------------------------------------------------------------------------------------------ SHARES OFFERED BY SELLING AGENT PROCEEDS TO SELLING SELLING SHAREHOLDER PRICE TO PUBLIC COMMISSIONS SHAREHOLDER - ------------------------------------------------------------------------------------------------ Per Share $0.003 Not applicable $0.003 - ------------------------------------------------------------------------------------------------ Total Offering $16,500 Not applicable $16,500 - ------------------------------------------------------------------------------------------------
Proceeds to the selling shareholder do not include offering costs, including filing fees, printing costs, legal fees, accounting fees, and transfer agent fees estimated at $10,000. Brinx Resources will pay these expenses. This Prospectus is dated _________________, 2003. TABLE OF CONTENTS PAGE PROSPECTUS SUMMARY.............................................................3 RISK FACTORS...................................................................4 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................7 DILUTION.......................................................................7 DIVIDEND POLICY................................................................7 USE OF PROCEEDS................................................................7 BUSINESS AND PROPERTIES........................................................8 PLAN OF OPERATIONS............................................................10 DIRECTORS AND EXECUTIVE OFFICERS..............................................12 EXECUTIVE COMPENSATION........................................................12 SECURITY OWNERSHIP OF SELLING SHAREHOLDER AND MANAGEMENT......................13 INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.....................13 DESCRIPTION OF CAPITAL STOCK..................................................14 PLAN OF DISTRIBUTION..........................................................14 TRANSFER AGENT AND REGISTRAR..................................................15 SEC POSITION ON INDEMNIFICATION...............................................16 LEGAL MATTERS.................................................................16 EXPERTS.......................................................................16 AVAILABLE INFORMATION.........................................................16 REPORTS TO STOCKHOLDERS.......................................................17 FINANCIAL STATEMENTS.........................................................F-1 2 PROSPECTUS SUMMARY BRINX RESOURCES LTD. Brinx Resources Ltd. was organized under the laws of the State of Nevada on December 23, 1998, to explore mining claims and property in New Mexico. As of the date of this prospectus, we have conducted only limited operations. We purchased 8 mining claim located in Hidalgo County, New Mexico in September 2002. We refer to these mineral claims as the Antelope Pass Project. We own a 100% interest in the Antelope Pass Project. Our plan of operation is to conduct mineral exploration activities on the Antelope Pass Project in order to assess whether these claims have commercially exploitable gold mineral reserves. Our plan of operations is to conduct the first phase of a staged exploration program on our mineral properties. Our proposed exploration program is designed to explore for commercially exploitable reserves of gold on these mineral claims. We are an exploration stage company and we cannot assure you that a commercially viable mineral deposit exists on our mineral claims. Since we are in the exploration stage, we have not yet realized any revenues from our planned operations. As of October 31, 2002, we had $28,729 in cash on hand, total tangible assets of $29,540, and liabilities of $6,847. Accordingly, our working capital position as of October 31, 2002 was $21,882. Since our inception through October 31, 2002, we have incurred a net loss of $8,707. We attribute our net loss to having no revenues to offset our operating expenses such as corporate maintenance and professional fees. We have sufficient funds to take us through the first phase of our exploration program. However, our working capital is not sufficient to enable us to complete any other phases of our exploration program. Accordingly, we will require additional financing in order to complete the full exploration program described more fully in the section entitled, "Business and Properties." Our offices are located at 4519 Woodgreen Drive, West Vancouver, British Columbia V7S 2T8 Canada, and our telephone number is (604) 926-3677. THE OFFERING Securities offered........................ 5,500,000 shares of common stock Selling shareholder....................... Marc Cabianca Shares outstanding prior to the offering........................... 11,400,000 shares of common stock Shares to be outstanding after the offering........................ 11,400,000 shares of common stock Use of proceeds........................... We will not receive any proceeds from the sale of the common stock by the selling shareholder. 3 RISK FACTORS Investing in our securities involves a high degree of risk. You should carefully consider the risks described below and all other information contained in this prospectus before making an investment decision. RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL. Our current operating funds are not sufficient to complete more than the first phase of exploration of our mineral claims. Therefore, we will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. We do not have any arrangements for financing and we may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of mineral claims and investor sentiment. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us. IF WE COMPLETE A FINANCING THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK, THEN SHAREHOLDERS WILL EXPERIENCE DILUTION. The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution to existing shareholders. IF WE DO NOT CONDUCT MINERAL EXPLORATION ON OUR MINERAL CLAIMS OR PAY FEES IN LIEU OF MINERAL EXPLORATION, THEN OUR MINERAL CLAIMS WILL LAPSE. We must complete mineral exploration work on our mineral claims and make filings with the Bureau of Land Management of the Department of Interior regarding the work completed or pay maintenance fees in lieu of completing work on our claims. If we do not conduct any mineral exploration on our claims or make the required payments in lieu of completing mineral exploration, then our claims will lapse and we will lose all interest that we have in these mineral claims. The expiry date of our mineral claims is currently September 2003. OUR COMPANY WAS RECENTLY FORMED AND WE HAVE NOT PROVEN THAT WE CAN GENERATE A PROFIT. IF WE FAIL TO GENERATE INCOME AND ACHIEVE PROFITABILITY, AN INVESTMENT IN OUR SECURITIES MAY BE WORTHLESS. We have no operating history and have not proved we can operate successfully. If we fail, your investment in our common stock will become worthless. From inception to October 31, 2002, we incurred a net loss of $8,707. At October 31, 2002, we had working capital of $21,882. We were organized under the laws of the State of Nevada on December 23, 1998, and have had no operations other than to conduct a private offering and to acquire 8 mineral claims in the state of New Mexico. As of the date of this prospectus, two shareholders hold our common stock. We face all of the risks inherent in a new business. The purchase of the securities offered hereby must therefore be regarded as the placing of funds at a high risk in a new or "start-up" venture with all the unforeseen costs, expenses, problems, and difficulties to which such ventures are subject. BECAUSE WE ANTICIPATE OUR OPERATING EXPENSES WILL INCREASE PRIOR TO OUR OBTAINING REVENUES, WE EXPECT SIGNIFICANT LOSSES PRIOR TO ANY PROFITABILITY. 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. If we are unable to generate significant revenues from the exploration of our mineral claims and the production of minerals thereon, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to generate any operating 4 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 SUBSTANTIAL RISK THAT NO COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND AND OUR BUSINESS WILL FAIL. The search for valuable minerals as a business is extremely risky. Our mineral claims may not contain commercially exploitable reserves of gold. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us in the exploration of our mineral claims may not result in the discovery of commercial quantities of ore. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan. BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS. The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins, and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position. EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL CLAIMS, WE MAY NOT BE ABLE TO SUCCESSFULLY OBTAIN COMMERCIAL PRODUCTION. Our mineral claims do not contain any known mineral reserves. If our exploration programs are successful in establishing reserves of commercial tonnage and grade, we will require additional funds in order to place the mineral claims into commercial production. At this time, we cannot assure you that we will be able to do so. BECAUSE OF OUR LIMITED RESOURCES AND THE SPECULATIVE NATURE OF OUR BUSINESS, THERE IS A SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN. The report of Wheeler Wasoff, P.C., our independent auditors, on our audited financial statements for the periods ended October 31, 2002, indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Our continued operations are dependent on our ability to obtain financing and upon our ability to achieve future profitable operations from the development of our mineral properties. If we are not able to continue as a going concern, it is likely investors will lose their investment. RISKS RELATED TO OUR MARKET AND STRATEGY IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN AND OUR BUSINESS WILL FAIL. Our success will be largely dependent on our ability to hire highly qualified personnel with experience in geological exploration. These individuals may be in high demand and we may not be able to attract the staff we need. In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired. Currently, we have not hired any key personnel. Our failure to hire key personnel when needed would have a significant negative effect on our business. BECAUSE OUR SOLE EXECUTIVE OFFICER HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. Mr. Cabianca, our sole executive officer and director, presently spends approximately 25% of his business time on business management services for our company. It is possible that the demands on Mr. Cabianca from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the 5 management of our business. In addition, Mr. Cabianca may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels. RISKS RELATED TO LEGAL UNCERTAINTY BECAUSE WE WILL BE SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATION, OUR ANTICIPATED COST OF OUR EXPLORATION PROGRAM MAY INCREASE. There are several governmental regulations that materially restrict the use of ore. We will be subject to the laws and regulations of the Bureau of Land Management of the United States Department of the Interior as we carry out our exploration program. We may be required to obtain land use permits and perform remediation work for any physical disturbance to the land in order to comply with these regulations. New regulations could be passed which could increase our costs of doing business and prevent us from carrying out our exploration program. RISKS RELATED TO THIS OFFERING THERE IS A LACK OF A PUBLIC MARKET FOR OUR COMMON SHARES, WHICH LIMITS OUR SHAREHOLDERS ABILITY TO RESELL THEIR SHARES OR PLEDGE THEM AS COLLATERAL. There is currently no public market for our shares, and we cannot assure you that a market for our stock will develop. Consequently, investors may not be able to use their shares for collateral or loans and may not be able to liquidate at a suitable price in the event of an emergency. In addition, investors may not be able to resell their shares at or above the price they paid for them or may not be able to sell their shares at all. IF A MARKET FOR OUR COMMON STOCK DEVELOPS, OUR STOCK PRICE MAY BE VOLATILE. If a market for our common stock develops, we anticipate that the market price of our common stock will be subject to wide fluctuations in response to several factors, including: o the results of our geological exploration program; o our ability or inability to achieve financing; o increased competition; and o conditions and trends in the mineral exploration industry. Further, if our common stock is traded on the OTC Bulletin Board, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations, may adversely affect the market price of our common stock. OUR BOARD OF DIRECTORS IS AUTHORIZED TO ISSUE SHARES OF PREFERRED STOCK, WHICH MAY HAVE RIGHTS AND PREFERENCES DETRIMENTAL TO THE RIGHTS OF THE HOLDERS OF OUR COMMON SHARES. We are authorized to issue up to 1,000,000 shares of preferred stock, $0.01 par value. As of the date of this prospectus, we have not issued any shares of preferred stock. Our preferred stock may bear such rights and preferences, including dividend and liquidation preferences, as the board of directors may fix and determine from time to time. Any such preferences may operate to the detriment of the rights of the holders of the common stock being offered hereby. See "Description of Capital Stock." REGULATIONS RELATING TO "PENNY STOCKS" MAY LIMIT THE ABILITY OF OUR SHAREHOLDERS TO SELL THEIR SHARES AND, AS A RESULT, OUR SHAREHOLDERS MAY HAVE TO HOLD THEIR SHARES INDEFINITELY. If a market develops for our common stock, our common stock would, most likely, be subject to rules promulgated by the SEC relating to "penny stocks," which apply to non-NASDAQ companies whose stock trades at less than $5.00 per share or whose tangible net worth is less than $2,000,000. These rules require brokers who sell 6 "penny stocks" to persons other than established customers and "accredited investors" to complete certain documentation, make suitability inquiries of investors, and provide investors with certain information concerning the risks of trading in the security. These rules may discourage or restrict the ability of brokers to sell our common stock and may affect the secondary market for the common stock. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as "anticipate", "expect", "intend", "plan", "believe", "seek" and "estimate", and variations of these words and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the preceding "Risk Factors" section and elsewhere in this prospectus. DILUTION The common stock to be sold by the selling shareholder is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders. DIVIDEND POLICY To date, we have not declared or paid any dividends on our common stock. We do not intend to declare or pay any dividends on our common stock in the foreseeable future, but rather to retain any earnings to finance the growth of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual and legal restrictions and other factors the board of directors deems relevant. USE OF PROCEEDS We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholder. 7 BUSINESS AND PROPERTIES GENERAL We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We own eight mineral claims that we refer to as the Antelope Pass Project, as described below. Further exploration of our mineral claims is required before a final evaluation as to the economic and legal feasibility of any mineral reserves that we may discover on our mineral claims can be completed. We cannot assure you that a commercially viable mineral deposit exists on our mineral claims. Our plan of operations is to carry out exploration work on our mineral claims in order to ascertain whether our claims possess commercially exploitable quantities of gold. We cannot provide assurance to investors that our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on such work concludes economic feasibility. PROPERTY ACQUISITION In September 2002, we acquired a 100% interest in the Antelope Pass Project, located in the Hidalgo County, New Mexico, from Leroy Halterman, a non-affiliate of our company. The Antelope Pass Project consists of the Kendra 1 through Kendra 8 mineral claims. ANTELOPE PASS PROJECT LOCATION AND ACCESS. The Antelope Pass Project is located in west central Hidalgo County, New Mexico, approximately 10 miles east of the New Mexico-Arizona border. The prospect lies in the Peloncillo Mountains, 35 miles southwest of Lordsburg, New Mexico. The closest major air service to the property is located in Tucson, Arizona. Access to the property is from Tucson traveling east via Interstate Highway 10 for approximately 130 miles to the Animas, New Mexico exit. From that exit, travel is south 20 miles on State Highway 338 to the town of Animas and then west for 7 miles via State Highway 9. The property can be reached on gravel roads and dirt tracks. The property is comprised of low hills and alluvial valleys, with elevations ranging from a low of 4,480 feet to a high of 4,580 feet. Vegetation is sparse and includes desert grasses, cacti, and creosote bushes. KENDRA CLAIMS. The prospect consists of eight unpatented lode mining claims totaling 160 acres, situated in Township 27 South, Range 20 West, Sections 18 and 19 and Township 27 South, Range 21 West, Sections 13 and 24. The claims are located on federal lands under the administration of the Bureau of Land Management (BLM). They are not subject to any royalties, but annual maintenance fees must be paid to the BLM of $100 per claim or a total of $800 for the entire claim block to keep them valid. PREVIOUS OPERATIONS AND HISTORY. The property and surrounding vicinity was initially evaluated during a general reconnaissance program in 1981. During this program, anomalous gold and arsenic values obtained from rock chip samples led to the area being staked by Energy Reserves Group. Goldsil Resources Ltd. then acquired the claims from Energy Reserves Group, but latter dropped the claims. In 1985, Santa Fe Pacific Mining leased the claim block. Santa Fe Pacific Mining then terminated its lease in late 1987. Both Energy Reserves Group and Santa Fe Pacific Mining sampled the property. Santa Fe collected 130 rock chip samples. Fifteen percent of the sample results showed more than 1.0 parts per million gold (more than .029 ounces per ton gold), with a high value of 9.46 parts per million gold (.28 ounces per ton gold). In addition to gold, these samples were assayed for silver, arsenic and antimony. Results were generally low silver associated with high arsenic and antimony, which is considered to be characteristic of the low temperature hydrothermal systems that deposited many of the significant gold deposits like those found in Nevada. Neither Mr. Halterman nor we have conducted any work on the claims. There are no known reserves on the property. 8 GEOLOGY OF THE MINERAL CLAIMS. An evaluation report identified Tertiary age, rhyolitic volcanic rocks present on the western portion of the prospect area. Rhyolite is a very acid volcanic rock, which is the lava form of granite. These volcanics are related to the Rodeo Caldera, which is located just west of the Antelope Pass prospect vicinity. This caldera is the probable source of the anomalous gold mineralization detected in the area. Rocks that outcrop in the prospect vicinity include limestone and Tertiary Age volcanics. The most obvious form of alternation on the prospect is the presence of strong silicification in the form of jasperoid development. Silicification is the introduction of, or replacement by, silica, generally resulting in the formation of fine-grained quartz or opal, which may fill pores and replace existing minerals. Jasperoid is a dense, usually gray, chertlike siliceous rock, in which cryptocrystalline (consisting of crystals that are too small to be recognized and separately distinguished even under the ordinary microscope) quartz has replaced the carbonate minerals of limestone or dolomite. PROPOSED PROGRAM OF EXPLORATION The evaluation report concludes that the property merits exploration and evaluation. Since the rock samples have not been evaluated by trench, drilling, or even geochemical soil sampling, a two-phase program is recommended with the second phase depended upon the successful results of the first phase. The first phase should include conventional soil sampling on specified grids. In addition, several new techniques have been developed in the field of soil geochemical sampling and reportedly the enzyme leach assay technique has met with good results. This technique should also be tested. Based upon the results of the Phase I program a drilling program should take place to test the existing anomalies and those disclosed during the Phase I program. The recommended programs are presented below. RECOMMENDATIONS PHASE I AND PHASE II PROGRAMS PHASE I. The Phase I program will be limited to defining drill targets for the Phase II program. It is anticipated to cost approximately $11,250. The following discussion gives a brief description of the Phase I program. 1. Additional mapping and sampling to confirm earlier sampling and to better target drill holes to test untested mineralized areas of the Kendra claim block. 2. Perform close spaced geochemical soil sampling across the entire staked area. This type of sampling would collect samples from approximately 1-2 feet below the surface and have them tested for gold, silver, antimony, mercury and arsenic. In addition to this technique a new geochemical technique called enzyme leach should be tested. This new technique has recently been used with some success in tests and also in exploration. The Quaternary gravel that covers most of the prospect may limit the usefulness of conventional soil geochemistry but test grids will have to be surveyed, sampled and analyzed to determine its usefulness. The enzyme leach method may be a more useful geochemical tool. However, more information and results from test and exploration programs that are currently employing this technique needs to be analyzed to determine if enzyme leach is a cost-effective exploration tool. It should be noted that because of the limited size of the fault trace on this property the cost of both techniques would not be excessive. PHASE II PROGRAM. The Phase II program is estimated to cost approximately $41,500 and will involve the drill testing of strong rock and soil geochemical anomalies. In addition to testing the geochemical anomalies, geological mapping will generate other drill targets that may not be highly mineralized at the surface but will still warrant testing with several drill holes. These holes should be drilled to a depth of 300 to 400 feet or until the geological target has been intercepted. 9 COST ESTIMATES PHASE I PROGRAM
ITEM ESTIMATED COST Sample 100 soil and 25 Enzyme -Leach samples, average $30/Sample....................$ 3,500 Sampling supplies 125 samples @ $2.00/ sample....................................... 250 Rock samples 50 samples @ $20/ sample............................................... 1,000 Geologist, 10 days @ $400/day....................................................... 4,000 Per diem 10 days @ $100/day......................................................... 1,000 Vehicle Mileage 2,000 @ $.45 / Mile................................................. 900 Miscellaneous and field supplies.................................................... 600 -------- TOTAL PHASE I COST.............................................................$ 11,250 ========
ESTIMATED COST PHASE II PROGRAM
ITEM ESTIMATED COST Drilling Mineralized Outcrops and soil anomalies, 3 holes 400 ft. each /$15.00/ft.......$ 18,000 Test Geological targets 2 holes 350 ft each./ $15.00/ft........................ 10,500 Assaying, 400 samples $12.00........................................................ 2,400 Geologist 28 days @ $400/ day....................................................... 5,100 Per diem 28 days @ $100/ day........................................................ 1,400 Vehicle 5000 miles @$.45/mile....................................................... 2,250 Miscellaneous....................................................................... 1,500 -------- TOTAL PHASE II COST............................................................$ 41,150 ========
COMPLIANCE WITH GOVERNMENT REGULATION We will be required to conduct all mineral exploration activities in accordance with the Bureau of Land Management of the United States Department of the Interior. We will be required to obtain a permit prior to the initiation of the proposed exploration program. To obtain a permit we will have to submit a plan of operation as part of our permit application. EMPLOYEES We have no employees other than our sole officer and director, Kenneth Cabianca, who as of the date of this prospectus is serving without compensation. We anticipate that we will be conducting most of our business through agreements with consultants and third parties. PLAN OF OPERATIONS Our business plan is to proceed with the exploration of the Antelope Pass Project to determine whether there are commercially exploitable reserves of gold located on the property comprising the mineral claims. We have decided to proceed with the first phase of a staged exploration program recommended by the geological report. We anticipate that this phase of the recommended geological exploration program will cost approximately $11,250. We had $28,729 in cash reserves as of October 31, 2002. Accordingly, we are able to proceed with Phase I of the exploration program without additional financing. We will assess whether to proceed to the Phase II of the recommended geological exploration program upon completion of an assessment of the results of Phase I of the geological exploration program. In completing this determination, we will review the conclusions and recommendations that we receive from our geologist based 10 on his geological review of the results of the first phase. We will also make an assessment as to whether the results of Phase I are sufficiently positive to enable us to achieve the financing necessary for us to proceed with Phase II of the exploration program. This assessment will include an assessment of our cash reserves after the completion of Phase I and the market for financing of mineral exploration projects at the time of our assessment. We anticipate that we will incur the following expenses over the next twelve months: o $11,250 in connection with the completion of the Phase I of our recommended geological work program; o $10,000 for operating expenses, including professional legal and accounting expenses associated with our becoming a reporting issuer under the Securities Exchange Act of 1934. We anticipate spending approximately $21,250 over the next twelve months in pursuing our stated plan of operations. Of the anticipated expenses, we anticipate that expenses of approximately $10,000 will be incurred over the next six months. Based on our working capital position of $21,882 as of October 31, 2002, we believe we have sufficient cash resources to pay for our operating expenses over the next twelve months. We anticipate that we will require additional funding in the event that we decide to proceed with Phase II of the exploration program. The anticipated cost of Phase II of the exploration program is $41,150. This amount is in excess of our projected cash reserves remaining upon completion of Phase I of the exploration program. We anticipate that additional funding will be 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 Phase II of the exploration program. We believe that debt financing will not be an alternative for our exploration program. We do not have any arrangements in place for any future equity financing. If we determine not to proceed with further exploration of our mineral claims due to a determination that the results of our initial geological program do not warrant further exploration or due to an inability to finance further exploration, we plan to pursue the acquisition of an interest in other mineral claims. We anticipate that any future acquisition would involve the acquisition of an option to earn an interest in a mineral claim as we anticipate that we would not have sufficient cash to purchase a mineral claim of sufficient merit to warrant exploration. RESULTS OF OPERATIONS We have not yet earned any revenues. We anticipate that we will not earn revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties. We incurred operating expenses in the amount of $7,307 for the year ended October 31, 2002, most of which were professional fees and expenses to maintain our corporate existence. Accordingly, our loss for the year ended October 31, 2002 was $7,307. We incurred a loss of $1,400 for the year ended October 31, 2001, all of which was attributable to operating expenses of $1,400. LIQUIDITY AND CAPITAL RESOURCES We had cash of $28,729 as of October 31, 2002 and had working capital of $21,882 as of October 31, 2002. 11 DIRECTORS AND EXECUTIVE OFFICERS Information about our sole director and executive officer follows: NAME AGE POSITION AND TERM OF OFFICE Kenneth A. Cabianca 62 President, Secretary, Treasurer and sole director Our Bylaws provide for a board of directors ranging from 1 to 12 members, with the exact number to be specified by the board. All directors hold office until the next annual meeting of the stockholders following their election and until their successors have been elected and qualified. The board of directors appoints officers. Officers hold office until the next annual meeting of our board of directors following their appointment and until their successors have been appointed and qualified. Set forth below is a brief description of the recent employment and business experience of our sole director and executive officer: KENNETH A. CABIANCA has been our sole officer and director since our inception in December 1998. Since 1983, Mr. Cabianca has been an independent businessman involved in the management of various companies. Many of his activities have been conducted through his company, Wellington Financial Corporation. His experience includes raising venture capital, general management, and public relations. He was a director of a public company that developed both gold and copper mineral properties from the exploration stage through production. From August 1991 to September 1999, Mr. Cabianca was a director and president of Primo Resources International Inc., a mining company whose stock trades on the CDNX. While he served as president Primo Resources engaged in joint ventures projects with Mitsubishi Corp., Mitsubishi Materials Corp., and Golden Peaks Resources Ltd. He served as a director of Primo Resources International again from November 2001 to November 2002. Mr. Cabianca served as a director with other publicly-traded mining companies in Canada prior to 1990. He received a D.D.S. degree and practiced dentistry in Vancouver, British Columbia from 1965 to 1986. He also received a Bachelor of Science degree from Creighton University in 1965. EXECUTIVE COMPENSATION The following table sets forth the remuneration of our sole director and officer:
- ------------------------------------------------------------------------------------------------ CAPACITIES IN WHICH REMUNERATION NAME OF INDIVIDUAL WAS RECEIVED AGGREGATE REMUNERATION - ------------------------------------------------------------------------------------------------ Kenneth A. Cabianca Sole executive officer $-0- - ------------------------------------------------------------------------------------------------
We have no employment agreements with our executive officers. We do not pay compensation to our directors for attendance at meetings. We reimburse the directors for reasonable expenses incurred during the course of their performance. 12 SECURITY OWNERSHIP OF SELLING SHAREHOLDER AND MANAGEMENT The following table lists the share ownership of persons who, as of the date of this prospectus owned of record or beneficially, directly or indirectly, more than five percent (5%) of the outstanding common stock, and our sole officer and director:
- -------------------------------------------------------------------------------------------------------------------- SHARES TO BE SHARES TO BE PERCENT OF CLASS(1) SHARES OWNED OFFERED FOR OWNED UPON ---------------------- NAME AND ADDRESS OF OWNER PRIOR TO SELLING COMPLETION OF BEFORE AFTER OFFERING SHAREHOLDER'S OFFERING OFFERING OFFERING ACCOUNT - -------------------------------------------------------------------------------------------------------------------- Marc Cabianca (2) 10,000,000 5,500,000 4,500,000 87.7% 39.5% 11F - 178 Ta Rung East Street Taichung, Taiwan ROC - ------------------------------------------------------------------------------------------------------------------- Kenneth A. Cabianca 1,400,000 Not applicable 1,400,000 12.3% 12.3% 4519 Woodgreen Drive West Vancouver, B.C. V7S 2T8 Canada - ------------------------------------------------------------------------------------------------------------------- - -------------------- (1) This table is based on 11,400,000 shares of common stock outstanding. (2) Marc Cabianca is the son of Kenneth Cabianca.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS Since our inception to February 28, 2001, Kenneth A. Cabianca, our sole officer and director advanced $1,400 for our expenses. As of February 28, 2001, we issued 1,400,000 shares to Mr. Cabianca in consideration for these advances. On September 6, 2002, Marc Cabianca, the son of Kenneth Cabianca, purchased 10,000,000 shares of common stock for a cash investment of $30,000. As of October 31, 2002, we owed $3,617 to Downtown Consulting for administrative services. Downtown Consulting is an entity owned and controlled by Sarah Cabianca, the daughter of Ken Cabianca. As of the date of this prospectus, other than the transactions described above, there are no, and have not been since inception, any material agreements or proposed transactions, whether direct or indirect, with any of the following: - any of our directors or officers; - any nominee for election as a director; - any principal security holder identified in the preceding "Security Ownership of Selling Shareholder and Management" section; or - any relative or spouse, or relative of such spouse, of the above referenced persons. 13 DESCRIPTION OF CAPITAL STOCK We are authorized to issue up to 50,000,000 shares of common stock, par value $0.001 per share, and up to 1,000,000 shares of preferred stock, par value $0.01 per share. COMMON STOCK The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. We do not have cumulative voting rights in the election of directors, and accordingly, holders of a majority of the voting shares are able to elect all of the directors. Subject to preferences that may be granted to any then outstanding preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the stockholders. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future. In the event of a liquidation, dissolution or winding up of our company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities and the liquidation preference of any then outstanding preferred stock. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock. PREFERRED STOCK Our articles of incorporation permit the board of directors, without further shareholder authorization, to issue preferred stock in one or more series and to fix the price and the terms and provisions of each series, including dividend rights and preferences, conversion rights, voting rights, redemption rights, and rights on liquidation, including preferences over the common stock, all of which could adversely affect the rights of the holders of the common stock. Our board of directors has not issued nor established a series of preferred stock. PLAN OF DISTRIBUTION The selling shareholder may sell some of all of his common stock in one or more transactions, including block transactions: o on such public markets or exchanges as the common stock may from time to time be trading; o in privately negotiated transactions; o through the writing of options on the common stock; o in short sales; or o in any combination of these methods of distribution. The sales price to the public may be: o the market price prevailing at the time of sale; o a price related to such prevailing market price; or o such other price as the selling shareholder may determine from time to time. The sales price of our stock will be $0.003 per share until the shares of our common stock become traded on the NASD OTC Bulletin Board or another exchange. Although we intend to apply for trading of our common stock on the NASD OTC Bulletin Board, public trading of our common stock may never materialize. If trading of common stock does take place on the NASD OTC Bulletin Board or another exchange, the market for our stock will determine the actual selling price at the time of resale. The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. 14 In the event of the transfer by any selling shareholder of their shares to any pledgee, donee, or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective registration statement in order to name the pledgee, donee, or other transferee in place of the selling shareholder who has transferred his shares. The selling shareholder may also sell his shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholder or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholder will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholder to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholder, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholder. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such resales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholder. We are bearing all costs relating to the registration of the common stock. The selling shareholder, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934 (the "1934 Act"); and (ii) enable our common stock to be traded on the NASD OTC Bulletin Board. We believe that the registration of the resale of shares on behalf of existing shareholder may facilitate the development of a public market in our common stock if our common stock is approved for trading on the NASD OTC Bulletin Board. We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors. In order for us to continue with our mineral exploration program, we will at some point in the near future need to raise additional capital through private placement offerings. We believe that obtaining reporting company status under the 1934 Act and trading on the OTC Bulletin Board should increase our ability to raise these additional funds from investors. The selling shareholder must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholder may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, he must comply with applicable law and may, among other things: o Not engage in any stabilization activities in connection with our common stock; o 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 o Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act. TRANSFER AGENT AND REGISTRAR Standard Registrar & Transfer Agency, P.O. Box 14411, Albuquerque, New Mexico 87191, serves as the transfer agent and registrar for our common stock. 15 SEC POSITION ON INDEMNIFICATION Our bylaws provide that each officer and director of our company shall be indemnified by us against all costs and expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she may be involved or to which he or she may be made a party by reason of his or her being or having been such director or officer, except in relation to matters as to which he or she has been finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. The indemnification provisions of our bylaws diminish the potential rights of action, which might otherwise be available to shareholders by affording indemnification against most damages and settlement amounts paid by a director in connection with any shareholders derivative action. However, there are no provisions limiting the right of a shareholder to enjoin a director from taking actions in breach of his fiduciary duty, or to cause Brinx Resources to rescind actions already taken, although as a practical matter courts may be unwilling to grant such equitable remedies in circumstances in which such actions have already been taken. Also, because Brinx Resources does not presently have directors' liability insurance and because there is no assurance that we will procure such insurance or that if such insurance is procured it will provide coverage to the extent directors would be indemnified under the provisions, we may be forced to bear a portion or all of the cost of the director's claims for indemnification under such provisions. If we are forced to bear the costs for indemnification, the value of our stock may be adversely affected. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of Brinx Resources pursuant to the foregoing provisions, or otherwise, Brinx Resources has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. LEGAL MATTERS Dill Dill Carr Stonbraker & Hutchings, P.C., 455 Sherman Street, Suite 300, Denver, CO 80203 will pass upon certain matters relating to the legality of the common stock offered hereby for us. EXPERTS Our financial statements as of October 31, 2002, and for the periods ended October 31, 2002, of the company included in this prospectus, have been audited by Wheeler Wasoff, P.C., independent certified public accountants, as set forth in its report. The financial statements have been included in reliance upon the authority of Wheeler Wasoff, P.C. as an expert in accounting and auditing. AVAILABLE INFORMATION We have not previously been subject to the reporting requirements of the Securities and Exchange Commission. We have filed with the Commission a registration statement on Form SB-1 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our securities and us you should review the registration statement and the exhibits and schedules thereto. Statements made in this prospectus regarding the contents of any contract or document filed as an exhibit to the registration statement are not necessarily complete. You should review the copy of such contract or document so filed. You can inspect the registration statement and the exhibits and the schedules thereto filed with the commission, without charge, at the office of the Commission at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 16 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at HTTP://WWW.SEC.GOV. REPORTS TO STOCKHOLDERS As a result of filing the registration statement, we are subject to the reporting requirements of the federal securities laws, and are required to file periodic reports and other information with the SEC. We will furnish our shareholders with annual reports containing audited financial statements certified by independent public accountants following the end of each fiscal year and quarterly reports containing unaudited financial information for the first three quarters of each fiscal year following the end of such fiscal quarter. 17 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) INDEX TO FINANCIAL STATEMENTS Page Independent Auditor's Report F-2 Balance Sheet October 31, 2002 F-3 Statements of Operations Years Ended October 31, 2001 and 2002 and Cumulative Amounts from Inception to October 31, 2002 F-4 Statements of Stockholders' Equity Years Ended October 31, 2001 and 2002 F-5 Statements of Cash Flows Years Ended October 31, 2001 and 2002 and Cumulative Amounts from Inception to October 31, 2002 F-6 Notes to Financial Statements F-7 - F-11 F-1 INDEPENDENT AUDITOR'S REPORT To the Board of Directors and Stockholders BRINX RESOURCES LTD. We have audited the accompanying balance sheet of Brinx Resources Ltd. (a Nevada Corporation) (an exploration stage company) as of October 31, 2002 and the related statements of operations, stockholders' equity, and cash flows for each of the two years in the period ended October 31, 2002 and cumulative amounts from inception to October 31, 2002. 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 auditing standards generally accepted in the United States of America. 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 Brinx Resources Ltd. as of October 31, 2002 and the results of its operations and its cash flows for each of the two years in the period ended October 31, 2002 and cumulative amounts from inception to October 31, 2002 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company has incurred losses since inception and has not commenced principal operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ WHEELER WASOFF, P.C. Wheeler Wasoff, P.C. Denver, Colorado December 30, 2002 F-2 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) BALANCE SHEET OCTOBER 31, 2002 ASSETS
CURRENT ASSETS Cash $ 28,729 ----------- Total Current Assets 28,729 UNDEVELOPED MINERAL PROPERTY 811 ----------- $ 29,540 =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued expenses $ 6,847 ----------- Total Current Liabilities 6,847 ----------- STOCKHOLDERS' EQUITY Preferred stock - $.01 par value; authorized - 1,000,000 shares Issued - none - Common stock - $.001 par value; authorized - 50,000,000 shares Issued and outstanding - 11,400,000 shares 11,400 Capital in excess of par value 20,000 (Deficit) accumulated during the development stage (8,707) ----------- 22,693 ----------- $ 29,540 ===========
The accompanying notes are an integral part of these financial statements. F-3 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF OPERATIONS
CUMULATIVE AMOUNTS FROM YEARS ENDED INCEPTION TO OCTOBER 31, OCTOBER 31, 2001 2002 2002 REVENUES $ - $ - $ - ------------ ------------ ------------- OPERATING EXPENSES General and administrative 1,400 7,307 8,707 ------------ ------------ ------------- NET (LOSS) $ (1,400) $ (7,307) $ (8.707) ============ ============ ============= NET (LOSS) PER COMMON SHARE BASIC AND DILUTED $ (.0001) $ (.0006) $ (.0008) ============ ============ ============= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING - BASIC AND DILUTED 11,400,000 11,400,000 11,400,000 ============ ============ =============
The accompanying notes are an integral part of these financial statements. F-4 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF STOCKHOLDERS' EQUITY YEARS ENDED OCTOBER 31, 2001 AND 2002
(DEFICIT) ACCUMULATED CAPITAL IN DURING THE COMMON STOCK EXCESS OF PAR DEVELOPMENT SHARES AMOUNT VALUE STAGE BALANCE, NOVEMBER 1, 2000 - $ - $ - $ - Issuance of common stock to founder/officer for expenses, valued at $.001 per share 1,400,000 1,400 - - Net (loss) - - - (1,400) ---------- --------- ------------ ------------ BALANCE, OCTOBER 31, 2001 1,400,000 1,400 - (1,400) Sale of common stock for cash, at $.003 per share 10,000,000 10,000 20,000 - Net (loss) - - - (7,307) ---------- --------- ------------ ------------ BALANCE OCTOBER 31, 2002 11,400,000 $ 11,400 $ 20,000 $ (8,707) ==-======= ========= ============ ============
The accompanying notes are an integral part of these financial statements. F-5 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF CASH FLOWS
CUMULATIVE AMOUNTS FROM YEARS ENDED INCEPTION TO OCTOBER 31, OCTOBER 31, 2001 2002 2002 CASH FLOWS FROM OPERATING ACTIVITES Net (loss) $ (1,400) $ (7,307) $ (8,707) Adjustment to reconcile net (loss) to net cash (used) by operating activities Stock issuance for costs and expenses 1,400 - 1,400 Changes in assets and liabilities Increase in accounts payable and accrued expenses - 6,847 6,847 ---------- ---------- ------------ Net cash (used) by operating activities - (460) (460) ---------- ---------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES Purchase of undeveloped mineral property - (811) (811) ---------- ---------- ------------ Net cash (used) in investing activities - (811) (811) ---------- ---------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES Sale of common stock - 30,000 30,000 ---------- ---------- ------------ Net cash provided by financing activities - 30,000 30,000 ---------- ---------- ------------ NET INCREASE IN CASH - 28,729 28,729 CASH, BEGINNING OF PERIODS - - - ---------- ---------- ------------ CASH, END OF PERIODS $ - $ 28,729 $ 28,729 ========== ========== ============ SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Stock issued for costs and expenses $ 1,400 $ - $ 1,400 ========== ========== ============
The accompanying notes are an integral part of these financial statements. F-6 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION Brinx Resources Ltd. (the Company) was incorporated under the laws of the State of Nevada on December 23, 1998, issued its initial common stock in February 2001, and is considered a development stage company as defined by Statement of Financial Accounting Standards No. 7 (SFAS 7) and a mining company in the exploration stage. The Company's principal activities since inception have been the acquisition of mineral properties, principally in the State of New Mexico. UNDEVELOPED MINERAL PROPERTY Undeveloped mineral property consists of leases on unpatented lode mining claims located in New Mexico. Mineral exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and remove overburden to initially expose the ore body, are capitalized. Such costs and estimated future development costs are amortized using a unit-of-production basis over the estimated life of the ore body. Ongoing development expenditures to maintain production are charged to operations as incurred. Significant expenditures directly related to the acquisition of exploration interests are capitalized. If a mineable ore body is discovered, such costs are amortized using a unit-of-production method. If no mineable ore body is discovered, such costs are expensed in the period in which it is determined the property has no future economic value. IMPAIRMENT OF LONG-LIVED ASSETS The Company has adopted SFAS 121, "Accounting for the Impairment of Long-Lived Assets to be Disposed of", which requires that long-lived assets to be held be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company will assess the recoverability of the carrying cost of long-lived assets based on a review of projected undiscounted cash flows related to the asset held for use. If assets are determined to be impaired, then the asset is written down to its fair value based on the present value of the discounted cash flows of the related asset or other relevant measures (quoted market prices or third-party offers). INCOME TAXES The Company has adopted the provisions of SFAS 109, "Accounting for Income Taxes". SFAS 109 requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. F-7 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) USE OF ESTIMATES 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (LOSS) PER SHARE (Loss) per common share is computed based on the weighted average number of common shares outstanding during the periods. All shares issued from inception are considered outstanding for all periods presented. CASH EQUIVALENTS For purposes of reporting cash flows, the Company considers as cash equivalents all highly liquid investments with a maturity of three months or less at the time of purchase. On occasion, the Company may have cash balances in excess of federally insured amounts. SHARE BASED COMPENSATION In October 1995, SFAS 123 "Accounting for Stock-Based Compensation" was issued. This standard defines a fair value based method of accounting for an employee stock option or similar equity instrument. This statement gives entities a choice of recognizing related compensation expense to employees by adopting the fair value method or to continue to measure compensation using the intrinsic value approach under Accounting Principles Board (APB) Opinion No. 25. The Company has elected to utilize APB 25 for measurement; and will, pursuant to SFAS 123, disclose on a supplemental basis the pro forma effects on net income and earnings per share of using the fair value measurement criteria. RECENT ACCOUNTING PRONOUNCEMENTS In June 2001, the Financial Accounting Standards Board ("FASB"), issued SFAS 143, "Accounting for Asset Retirement Obligations." SFAS 143 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 generally requires obligations associated with asset retirements to be recognized earlier and displayed as liabilities rather than as contra-assets. The pronouncement is effective for financial statements issued for fiscal years beginning after June 15, 2002. Management does not believe that the adoption of SFAS 143 will have any impact on its financial position or results of operations. F-8 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) In August 2001, FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 establishes a single accounting model for long-lived assets to be disposed of by sale. The pronouncement is effective for financial statements issued for fiscal years beginning after December 15, 2001. Management does not believe that the adoption of SFAS 144 will have any impact on its financial position or results of operations. In June 2002, FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity." SFAS 146 generally requires a liability for a cost associated with an exit or disposal activity to be recognized and measured initially at its fair value in the period in which the liability is incurred. The pronouncement is effective for exit or disposal activities initiated after December 31, 2002. Management does not believe that the adoption of SFAS 146 will have any impact on its financial position or results of operations. FAIR VALUE The carrying amount reported in the balance sheet for cash and accounts payable and accrued expenses approximates fair value because of the immediate or short-term maturity of these financial instruments. CONCENTRATION OF CREDIT RISK Financial instruments which potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash at one financial institution. The Company periodically evaluates the credit worthiness of financial institutions, and maintains cash accounts only in large high quality financial institutions, thereby minimizing exposure for deposits in excess of federally insured amounts. The Company believes that credit risk associated with cash is remote. COMPREHENSIVE INCOME There are no adjustments necessary to net (loss) as presented in the accompanying statements of operations to derive comprehensive income in accordance with SFAS 130, "Reporting Comprehensive Income." F-9 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 2 - BASIS OF ACCOUNTING The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the realization of assets and extinguishment of liabilities in the normal course of business. As shown in the accompanying balance sheet the Company has accumulated a deficit of $8,707 through October 31, 2002. As of October 31, 2002, the Company has not commenced principal operations. These factors among others, may indicate that the Company may be unable to continue in existence. The Company's financial statements do not include any adjustments related to the realization of the carrying value of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence. The Company's ability to establish itself as a going concern is dependent upon its ability to obtain additional financing, in order to commence exploration activities on its mining property and ultimately, to achieve profitable operations. Management believes that they can be successful in obtaining equity financing which will enable the Company to continue in existence and establish itself as a going concern. NOTE 3 - UNDEVELOPED MINERAL PROPERTY The Company has acquired eight unpatented lode mining claims from an unrelated party for $811, and must perform annual assessment work of $100 for each claim. No exploration efforts have been conducted on the Company's mineral properties and, accordingly, the ultimate recovery of the Company's investment in mineral properties is dependent upon the discovery of commercially profitable ore reserves through future exploration efforts and the subsequent development or sale of such reserves. NOTE 4 - COMMON STOCK In February 2001, the Company issued 1,400,000 shares of its common stock, valued at $1,400 ($.001 per share), to its founder for costs and expenses incurred in conjunction with the organization of the Company. In September 2002, the Company sold 10,000,000 shares of its common stock for cash consideration of $30,000 ($.003 per share), to a relative of the founder of the Company. NOTE 5 - RELATED PARTY TRANSACTIONS Accounts payable at October 31, 2002 includes $3,617 due to a related entity for administrative services performed on behalf of the Company. F-10 BRINX RESOURCES LTD. (AN EXPLORATION STAGE COMPANY) NOTES TO FINANCIAL STATEMENTS NOTE 6 - INCOME TAXES At October 31, 2002, the Company had a net operating loss carryforward of approximately $8,700 that may be offset against future taxable income through 2022. These carryforwards are subject to review by the Internal Revenue Service. The Company has fully reserved the $1,300 tax benefit of operating loss carryforwards, by a valuation allowance of the same amount, because the likelihood of realization of the tax benefit cannot be determined. Of the total tax benefit, $1,100 is attributable to 2002. Temporary differences between the time of reporting certain items for financial and tax reporting purposes consists primarily of exploration costs on undeveloped mineral properties. NOTE 7 - SEGMENT REPORTING In June 1997, SFAS 131, "Disclosure about Segments of an Enterprise and Related Information," was issued. Operating segments, as defined in the pronouncement, are components of an enterprise about which separate financial information is available and that are evaluated regularly by the Company in deciding how to allocate resources and in assessing performance. The financial information is required to be reported on the basis that is used internally for evaluating segment performance and deciding how to allocate resources to segments. As of October 31, 2002, the Company had one operating segment, mineral exploration and development. F-11 [OUTSIDE BACK COVER PAGE] No dealer, salesman or any other person has been authorized to give any quotation or to make any representations in connection with the offering described herein, other than those contained in this prospectus. If given or made, such other information or representation, must not be relied upon as having been authorized by Brinx Resources Ltd. or by any underwriter. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy any securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. DEALER PROSPECTUS DELIVERY OBLIGATION Until ____________________________ (90th day after the later of (1) the effective date of the registration statement or (2) the first date on which the securities are offered publicly), 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 dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. PART II - INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 1. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 78.7502 of the Nevada Revised Statutes and Article VI of our Articles of Incorporation permit us to indemnify our officers and directors and certain other persons against expenses in defense of a suit to which they are parties by reason of such office, so long as the persons conducted themselves in good faith and the persons reasonably believed that their conduct was in our best interests or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. See our Articles of Incorporation filed as Exhibit 2.1 to this registration statement. Indemnification is not permitted in connection with a proceeding by us or in our right in which the officer or director was adjudged liable to us or in connection with any other proceeding charging that the officer or director derived an improper personal benefit, whether or not involving action in an official capacity. ITEM 2. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The expenses to be paid by us in connection with the securities being registered are as follows: AMOUNT Securities and Exchange Commission Registration Fee........... $ 2 Accounting Fees and Expenses.................................. Blue Sky Fees and Expenses.................................... Legal Fees and Expenses....................................... Transfer Agent and Registrar Fees and Expenses................ Printing Expenses............................................. Miscellaneous Expenses........................................ --------------- Total................................................. $ 10,000* - -------------- *Estimated amount ITEM 3. UNDERTAKINGS. Brinx Resources Ltd. hereby undertakes to: 1) File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: i) Include any prospectus required by section 10(a)(3) of the Securities Act; and ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the foregoing, 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 iii) Include any additional or changed material information on the plan of distribution. II-1 2) For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. 3) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, 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 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 a director, officer or controlling person of Brinx Resources in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ITEM 4. UNREGISTERED SECURITIES ISSUED OR SOLD WITHIN ONE YEAR. Since December 2001, Brinx Resources Ltd. sold 10,000,000 shares of its common stock in September 2002 to Marc Cabianca for cash consideration of $30,000. Brinx Resources Ltd. relied upon the exemption from registration contained in Section 4(2) of the Securities Act of 1933. Mr. Cabianca was deemed to be sophisticated with regard in an investment in the registrant. No underwriters were used. ITEM 5. INDEX TO EXHIBITS. REGULATION S-B EXHIBIT CONSECUTIVE NUMBER PAGE NUMBER 2.1 Articles of Incorporation, as amended 33 2.2 Bylaws 39 10.1 Consent of Dill Dill Carr Stonbraker & Hutchings, P.C. (incorporated by reference to Exhibit 11.1) 10.2 Consent of Wheeler Wasoff, P.C. 57 11.1 Opinion Regarding Legality 59 ITEM 6. DESCRIPTION OF EXHIBITS. See Item 5 above. II-2 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 of filing on Form SB-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the city of Vancouver, province of British Columbia, on January 8, 2003. BRINX RESOURCES LTD. By: /s/ KENNETH A. CABIANCA --------------------------------------- Kenneth A. Cabianca, President 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 TITLE DATE President, Secretary, Treasurer and director (principal executive, /s/ KENNETH A. CABIANCA financial and accounting officer) January 8, 2003 - ------------------------- --------------- Kenneth A. Cabianca II-3 EX-3 3 exh2-1_articles.txt EXH. 2-1 ART OF INC EXHIBIT 2.1 ARTICLES OF INCORPORATION, AS AMENDED FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF NEVADA DEC 23 1998 NO. C30075-98 DEAN HELLER, SECRETARY OF STATE ARTICLES OF INCORPORATION OF BRINX RESOURCES LTD. ARTICLE I The name of the corporation is Brinx Resources Ltd. (the "Corporation"). ARTICLE II The amount of total authorized capital stock, which the Corporation shall have authority to issue, is 50,000,000 shares of common stock, each with $0.001 par value, and 1,000,000 shares of preferred stock, each with $0.01 par value. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.195), as the same now exists or may hereafter be amended or supplemented, the Board of Directors may fix and determine the designations, rights, preferences or other variations of each class or series within each lass of capital stock of the Corporation. ARTICLE III The business and affairs of the Corporation shall be managed by a Board of Directors which shall exercise all the powers of the Corporation except as otherwise provided in the Bylaws, these Articles of Incorporation or by the laws of the State of Nevada. The number of members of the Board of Directors shall be set in accordance with the Company's Bylaws; however, the initial Board of Directors shall consist of one member. The name and address of the person who shall serve as the director until the first annual meeting of stockholders and until his successors are duly elected and qualified is as follows: NAME ADDRESS Kenneth A. Cabianca Stock Exchange Tower, Suite 1738 609 Granville Street, Vancouver, British Columbia V7Y 1G5 ARTICLE IV The name and address of the incorporator of the Corporation is Georgia V. Knight, Stock Exchange Tower, 609 Granville Street, Suite 1738, Vancouver, British Columbia, V7Y 1G5, Canada. 1 ARTICLE V To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.037), as the same now exists or may hereafter be amended or supplemented, no director or officer of the Corporation shall be liable to the Corporation or to its stockholders for damages for breach of fiduciary duty as a director or officer. ARTICLE VI The Corporation shall indemnify, to the fullest extent permitted by applicable law in effect from time to time, any person against all liability and expense (including attorney's fees) incurred by reason of the fact that he is or was a director or officer of the Corporation, he is or was serving at the request of the Corporation as a director, officer, employee, or agent of, or in any similar managerial or fiduciary position of, another corporation, partnership, joint venture, trust or other enterprise. The Corporation shall also indemnify any person who is serving or has served the Corporation as a director, officer, employee, or agent of the Corporation to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible. ARTICLE VII The owners of shares of stock of the Corporation shall not have a preemptive right to acquire unissued shares, treasury shares or securities convertible into such shares. ARTICLE VIII Only the shares of capital stock of the Corporation designated at issuance as having voting rights shall be entitled to vote at meetings of stockholders of the Corporation, and only stockholders of record of shares having voting rights shall be entitled to notice of and to vote at meetings of stockholders of the Corporation. ARTICLE IX The initial resident agent of the Corporation shall be the Corporation Trust Company of Nevada, whose street address is 1 East 1st Street, Reno, Nevada 89501. ARTICLE X The provisions of NRS 78.378 to 78.3793 inclusive, shall not apply to the Corporation. 2 ARTICLE XI The purposes for which the Corporation is organized and its powers are as follows: To engage in all lawful business; and To have, enjoy, and exercise all of the rights, powers, and privileges conferred upon corporations incorporated pursuant to Nevada law, whether now or hereafter in effect, and whether or not herein specifically mentioned. ARTICLE XII One-third of the votes entitled to be cast on any matter by shareholder voting group entitled to vote on a matter shall constitute a quorum of that voting group for action on that matter by shareholders. ARTICLE XIII The holder of a bond, debenture or other obligation of the Corporation may have any of the rights of a stockholder in the Corporation to the extent determined appropriate by the Board of Directors at the time of issuance of such bond, debenture or other obligation. 3 IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 21 day of DECEMBER , 1998. By: /s/ GEORGIA V. KNIGHT --------------------------------------------- Georgia V. Knight, Incorporator PROVINCE OF BRITISH COLUMBIA ) CITY OF VANCOUVER ) ss. COUNTRY OF CANADA ) Personally appeared before me this 21st day of DECEMBER , 1998, Georgia V. Knight who, being first duly sworn, declared that he executed the foregoing Articles of Incorporation and that the statements therein are true and correct to the best of his knowledge and belief. WITNESS my hand and official seal. /s/ MICHAEL URBANI ------------------------------------ Notary Public My commission expires: Address: Michael Urbani ----- Barrister & Solicitor - ---------------------- McCarthy Tetrault 1300 - 777 Dunsmuir St. Vancouver, B.C. V7Y 1K2 (604) 643-7189 4 CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF BRINX RESOURCES LTD. I, the undersigned President and Secretary of Brinx Resources Ltd., do hereby certify: That the Board of Directors of said corporation, pursuant to a Consent of Action in Lieu of a Special Meeting dated the 20th day of December 2002, adopted a resolution to amend the original articles as follows: Article X is hereby amended to read as follows: ARTICLE X The provisions of NRS 78.378 to 78.3793 inclusive and NRS 78.411 to 78.444 inclusive, shall not apply to the Corporation. The number of shares of the corporation outstanding and entitled to vote on an amendment to the Articles of Incorporation is 11,400,000; that the said change and amendment have been consented to and approved, effective December 20, 2002, by a written consent executed by all of the stockholders. /s/ KENNETH A. CABIANCA ----------------------------------------- Kenneth A. Cabianca, President and Secretary EX-3 4 exh2-2_bylaws.txt EXH 2-2 BYLAWS EXHIBIT 2.2 BYLAWS BYLAWS OF BRINX RESOURCES LTD. - ------------------------------ Adopted as of December 3, 2002 BRINX RESOURCES LTD. BYLAWS TABLE OF CONTENTS SECTION PAGE ARTICLE I - OFFICES 1.1 Registered Office............................................... 1 1.2 Principal Office................................................ 1 ARTICLE II - STOCKHOLDERS 2.1 Annual Meeting ................................................. 1 2.2 Special Meetings................................................ 1 2.3 Place of Meeting................................................ 1 2.4 Notice of Meeting............................................... 1 2.5 Adjournment..................................................... 2 2.6 Organization.................................................... 2 2.7 Closing of Transfer Books or Fixing of Record Date.............. 2 2.8 Quorum ....................................................... 2 2.9 Proxies ....................................................... 3 2.10 Voting of Shares................................................ 3 2.11 Action Taken Without a Meeting.................................. 3 2.12 Meetings by Telephone........................................... 3 2.13 Voting by Class or Series....................................... 4 ARTICLE III - DIRECTORS 3.1 Board of Directors; Number; Qualifications; Election............ 4 3.2 Powers of the Board of Directors: Generally..................... 4 3.3 Committees of the Board of Directors............................ 4 3.4 Resignation..................................................... 4 3.5 Removal ....................................................... 5 3.6 Vacancies....................................................... 5 3.7 Regular Meetings................................................ 5 3.8 Special Meetings................................................ 5 3.9 Notice ....................................................... 5 3.10 Quorum ....................................................... 5 3.11 Manner of Acting................................................ 5 3.12 Compensation.................................................... 6 3.13 Action Taken Without a Meeting.................................. 6 3.14 Meetings by Telephone........................................... 6 i ARTICLE IV - OFFICERS AND AGENTS 4.1 Officers of the Corporation..................................... 6 4.2 Election and Term of Office..................................... 6 4.3 Removal ....................................................... 7 4.4 Vacancies....................................................... 7 4.5 President....................................................... 7 4.6 Vice Presidents................................................. 7 4.7 Secretary....................................................... 7 4.8 Treasurer....................................................... 8 4.9 Salaries ....................................................... 8 4.10 Bonds ....................................................... 8 ARTICLE V - STOCK 5.1 Certificates.................................................... 9 5.2 Record ....................................................... 9 5.3 Consideration for Shares........................................ 9 5.4 Cancellation of Certificates.................................... 10 5.5 Lost Certificates............................................... 10 5.6 Transfer of Shares.............................................. 10 5.7 Transfer Agents, Registrars, and Paying Agents.................. 10 ARTICLE VI - INDEMNIFICATION OF OFFICERS AND DIRECTORS 6.1 Indemnification; Advancement of Expenses........................ 10 6.2 Insurance and Other Financial Arrangements Against Liability of Directors, Officers, Employees, and Agents................... 11 ARTICLE VII - APPLICABILITY OF CERTAIN STATUTES 7.1 Acquisition of Controlling Interest............................. 11 7.2 Combinations with Interested Stockholders....................... 11 ARTICLE VIII - EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS; DEPOSITS; PROXIES 8.1 Execution of Instruments........................................ 11 8.2 Loans........................................................... 11 8.3 Checks and Endorsements......................................... 12 8.4 Deposits........................................................ 12 8.5 Proxies......................................................... 12 8.6 Contracts....................................................... 12 ii ARTICLE IX - MISCELLANEOUS 9.1 Waivers of Notice.............................................. 12 9.2 Corporate Seal................................................. 13 9.3 Fiscal Year.................................................... 13 9.4 Amendment of Bylaws............................................ 13 9.5 Uniformity of Interpretation and Severability.................. 13 9.6 Emergency Bylaws............................................... 13 Secretary's Certification............................................... 13 iii BYLAWS OF BRINX RESOURCES LTD. ARTICLE I OFFICES 1.1 REGISTERED OFFICE. The registered office of the Corporation required by the Chapter 78 of the Nevada Revised Statutes ("NRS") to be maintained in Nevada may be, but need not be, identical with the principal office if in Nevada, and the address of the registered office may be changed from time to time by the Board of Directors. 1.2 PRINCIPAL OFFICE. The Corporation may have such other office or offices either within or outside of the State of Nevada as the business of the Corporation may require from time to time if so designated by the Board of Directors. ARTICLE II STOCKHOLDERS 2.1 ANNUAL MEETING. Unless otherwise designated by the Board of Directors, the annual meeting shall be held on the date and at the time and place fixed by the Board of Directors; provided, however, that the first annual meeting shall be held on a date that is within 18 months after the date on which the Corporation first has stockholders, and each successive annual meeting shall be held on a date that is within 18 months after the preceding annual meeting. 2.2 SPECIAL MEETINGS. Special meetings of stockholders of the Corporation, for any purpose, may be called by the Chairman of the Board, the president, any vice president, or any two members of the Board of Directors. At a special meeting no business shall be transacted and no corporate action shall be taken other than that stated in the notice of the meeting. 2.3 PLACE OF MEETING. The Board of Directors may designate any place, either within or outside the State of Nevada, as the place for any annual meeting or special meeting called by the Board of Directors. If no designation is made, or if a meeting shall be called otherwise than by the Board, the place of meeting shall be the Company's principal offices, whether within or outside the State of Nevada. 2.4 NOTICE OF MEETING. Written notice signed by an officer designated by the Board of Directors, stating the place, day, and hour of the meeting and the purpose for which the meeting is called, shall be delivered personally or mailed postage prepaid to 1 each stockholder of record entitled to vote at the meeting not less than 10 nor more than 60 days before the meeting. If mailed, such notice shall be directed to the stockholder at his address as it appears upon the records of the Corporation, and notice shall be deemed to have been given upon the mailing of any such notice, and the time of the notice shall begin to run from the date upon which the notice is deposited in the mail for transmission to the stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, constitutes delivery of the notice to the corporation, association or partnership. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting. 2.5 ADJOURNMENT. When a meeting is for any reason adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting. 2.6 ORGANIZATION. The president or any vice president shall call meetings of stockholders to order and act as chairman of such meetings. In the absence of said officers, any stockholder entitled to vote at that meeting, or any proxy of any such stockholder, may call the meeting to order and a chairman shall be elected by a majority of the stockholders entitled to vote at that meeting. In the absence of the secretary or any assistant secretary of the Corporation, any person appointed by the chairman shall act as secretary of such meeting. An appropriate number of inspectors for any meeting of stockholders may be appointed by the chairman of such meeting. Inspectors so appointed will open and close the polls, will receive and take charge of proxies and ballots, and will decide all questions as to the qualifications of voters, validity of proxies and ballots, and the number of votes properly cast. 2.7 CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the Corporation may be made, or may fix a day not more than 60 days before the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meetings must be determined. Only stockholders of record on that day are entitled to notice or to vote at such meeting. 2.8 QUORUM. Unless otherwise provided by the Articles of Incorporation, one-third of the voting power that is present, in person or by proxy, regardless of whether the proxy has authority to vote on all matters, shall constitute a quorum at a meeting of stockholders. If less than one-third of the voting power is represented at a meeting, a majority of the shares so represented may adjourn the meeting without further notice for a period not to exceed 60 days at any one adjournment. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The stockholders present at a 2 duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of stockholders so that less than a quorum remains. Unless the NRS provides for different proportions, if a quorum is present, action by the stockholders on a matter other than the election of directors is approved if the number of votes cast in favor of the action exceeds the number of votes cast in opposition to the action. 2.9 PROXIES. At all meetings of stockholders, a stockholder may vote by proxy, as prescribed by law. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after 6 months from the date of its creation, unless it is coupled with an interest, or unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed 7 years from the date of its creation. 2.10 VOTING OF SHARES. Each outstanding share, regardless of class, shall be entitled to one vote, and each fractional share shall be entitled to a corresponding fractional vote on each matter submitted to a vote at a meeting of stockholders, except as may be otherwise provided in the Articles of Incorporation or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation. If the Articles of Incorporation or any such resolution provide for more or less than one vote per share for any class or series of shares on any matter, every reference in the Articles of Incorporation, these Bylaws and the NRS to a majority or other proportion or number of shares shall be deemed to refer to a majority or other proportion of the voting power of all of the shares or those classes or series of shares, as may be required by the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the Articles of Incorporation, or the NRS. Cumulative voting shall not be allowed. 2.11 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required. In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given. The written consent must be filed with the minutes of the proceedings of the stockholders. 2.12 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, stockholders may participate in a meeting of stockholders by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting. 3 2.13 VOTING BY CLASS OR SERIES. Unless otherwise provided in the NRS, the Articles of Incorporation or these Bylaws, if voting by a class or series of stockholders is permitted or required, a majority of the voting power of the class or series that is present in person or by proxy, regardless of whether the proxy has authority to vote on all matters, constitutes a quorum for the transaction of business. An act by the stockholders of each class or series is approved if a majority of the voting power of a quorum of the class or series votes for the action. ARTICLE III DIRECTORS 3.1 BOARD OF DIRECTORS; NUMBER; QUALIFICATIONS; ELECTION. The Corporation shall be managed by a Board of Directors, all of whom must be natural persons at least 18 years of age. Directors need not be residents of the State of Nevada or stockholders of the Corporation. The number of directors of the Corporation shall be not less than one nor more than twelve. Subject to such limitations, the number of directors may be increased or decreased by resolution of the Board of Directors, but no decrease shall have the effect of shortening the term of any incumbent director. Subject to the provisions of Article III of the Corporation's Articles of Incorporation, each director shall hold office until the next annual meeting of stockholders or until his successor has been elected and qualified. 3.2 POWERS OF THE BOARD OF DIRECTORS: GENERALLY. Subject only to such limitations as may be provided by the NRS or the Articles of Incorporation, the Board of Directors shall have full control over the affairs of the Corporation. 3.3 COMMITTEES OF THE BOARD OF DIRECTORS. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more directors, which, to the extent provided in the resolution or resolutions or in these Bylaws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers on which the Corporation desires to place on a seal. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Unless the Articles of Incorporation or these Bylaws provide otherwise, the Board of Directors may appoint natural persons who are not directors to serve on committees. 3.4 RESIGNATION. Any director of the Corporation may resign at any time by giving written notice of his resignation to the Board of Directors, the president, any vice president, or the secretary of the Corporation. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. When one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall 4 have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. 3.5 REMOVAL. Except as otherwise provided in the Articles of Incorporation, any director may be removed, either with or without cause, at any time by the vote of the stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power. 3.6 VACANCIES. All vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors, though less than a quorum, unless it is otherwise provided in the Articles of Incorporation. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. A director elected to fill a vacancy caused by an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor has been elected and has qualified. 3.7 REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after and at the same place as the annual meeting of stockholders. The Board of Directors may provide by resolution the time and place, either within or outside the State of Nevada, for the holding of additional regular meetings without other notice than such resolution. 3.8 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the president, the entire board of directors, or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or outside Nevada, as the place for holding any special meeting of the Board of Directors called by them. 3.9 NOTICE. Notice of any special meeting shall be given at least two days previously thereto by written notice delivered personally or mailed to each director at his business address. Any director may waive notice of any meeting. A director's presence at a meeting shall constitute a waiver of notice of such meeting if the director's oral consent is entered on the minutes or by taking part in the deliberations at such meeting without objecting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 3.10 QUORUM. A majority of the number of directors elected and qualified at the time of the meeting shall constitute a quorum for the transaction of business at any such meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. 3.11 MANNER OF ACTING. If a quorum is present, the affirmative vote of a majority of the directors present at the meeting and entitled to vote on that particular matter shall be 5 the act of the Board, unless the vote of a greater number is required by law or the Articles of Incorporation. 3.12 COMPENSATION. By resolution of the Board of Directors, any director may be paid any one or more of the following: his expenses, if any, of attendance at meetings; a fixed sum for attendance at such meeting; or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. 3.13 ACTION TAKEN WITHOUT A MEETING. Unless otherwise provided in the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at a meeting of the Board of Directors or a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the Board or of the committee. The written consent must be filed with the minutes of the proceedings of the Board or committee. 3.14 MEETINGS BY TELEPHONE. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section constitutes presence in person at the meeting. ARTICLE IV OFFICERS AND AGENTS 4.1 OFFICERS OF THE CORPORATION. The Corporation shall have a president, a secretary, and a treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may appoint one or more vice presidents and such other officers, assistant officers, committees, and agents, including a chairman of the board, assistant secretaries, and assistant treasurers, as they may consider necessary, who shall be chosen in such manner and hold their offices for such terms and have such authority and duties as from time to time may be determined by the Board of Directors. One person may hold any two or more offices. The officers of the Corporation shall be natural persons 18 years of age or older. In all cases where the duties of any officer, agent, or employee are not prescribed by the Bylaws or by the Board of Directors, such officer, agent, or employee shall follow the orders and instructions of (a) the president, and if a chairman of the board has been elected, then (b) the chairman of the board. 4.2 ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected by the Board of Directors annually at the first meeting of the Board held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as may be convenient. Each officer shall hold office until the first of the following occurs: until his successor shall have been 6 duly elected and shall have qualified; or until his death; or until he shall resign; or until he shall have been removed in the manner hereinafter provided. 4.3 REMOVAL. Any officer or agent may be removed by the Board of Directors or by the executive committee, if any, whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. 4.4 VACANCIES. A vacancy in any office, however occurring, may be filled by the Board of Directors for the unexpired portion of the term. 4.5 PRESIDENT. The president shall, subject to the direction and supervision of the Board of Directors, be the chief executive officer of the Corporation and shall have general and active control of its affairs and business and general supervision of its officers, agents, and employees. The president shall, unless otherwise directed by the Board of Directors, attend in person or by substitute appointed by him/her, or shall execute, on behalf of the Corporation, written instruments appointing a proxy or proxies to represent the Corporation, at all meetings of the stockholders of any other corporation in which the Corporation shall hold any stock. The president may, on behalf of the Corporation, in person or by substitute or by proxy, execute written waivers of notice and consents with respect to any such meetings. At all such meetings and otherwise, the president, in person or by substitute or proxy as aforesaid, may vote the stock so held by the Corporation and may execute written consents and other instruments with respect to such stock and may exercise any and all rights and powers incident to the ownership of said stock, subject however to the instructions, if any, of the Board of Directors. The president shall have custody of the treasurer's bond, if any. If a chairman of the board has been elected, the chairman of the board shall have, subject to the direction and modification of the Board of Directors, all the same responsibilities, rights, and obligations as described in these Bylaws for the president. 4.6 VICE PRESIDENTS. The vice presidents, if any, shall assist the president and shall perform such duties as may be assigned to them by the president or by the Board of Directors. In the absence of the president, the vice president designated by the Board of Directors or (if there be no such designation) the vice president designated in writing by the president shall have the powers and perform the duties of the president. If no such designation shall be made, all vice presidents may exercise such powers and perform such duties. 4.7 SECRETARY. The secretary shall perform the following: (a) keep the minutes of the proceedings of the stockholders, executive committee, and the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and affix the seal to all documents when authorized by the Board of Directors; (d) keep, at the Corporation's registered office or principal place of business within or 7 outside Nevada, a record containing the names and addresses of all stockholders and the number and class of shares held by each, unless such a record shall be kept at the office of the Corporation's transfer agent or registrar; (e) sign with the president or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation, unless the Corporation has a transfer agent; and (g) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the Board of Directors. Assistant secretaries, if any, shall have the same duties and powers, subject to supervision by the secretary. 4.8 TREASURER. The treasurer shall be the principal financial officer of the Corporation and shall have the care and custody of all funds, securities, evidences of indebtedness, and other personal property of the Corporation, and shall deposit the same in accordance with the instructions of the Board of Directors. The treasurer shall receive and give receipts and acquittances for monies paid in or on account of the Corporation, and shall pay out of the funds on hand all bills, payrolls, and other just debts of the Corporation of whatever nature upon maturity. The treasurer shall perform all other duties incident to the office of the treasurer and, upon request of the Board, shall make such reports to it as may be required at any time. The treasurer shall, if required by the Board, give the Corporation a bond in such sums and with such sureties as shall be satisfactory to the Board, conditioned upon the faithful performance of his/her duties and for the restoration to the Corporation of all books, papers, vouchers, money, and other property of whatever kind in his/her possession or under his control belonging to the Corporation. The treasurer shall have such other powers and perform such other duties as may be from time to time prescribed by the Board of Directors or the president. The assistant treasurers, if any, shall have the same powers and duties, subject to the supervision of the treasurer. The treasurer shall also be the principal accounting officer of the Corporation. The treasurer shall prescribe and maintain the methods and systems of accounting to be followed, keep complete books and records of account, prepare and file all local, state, and federal tax returns, prescribe and maintain an adequate system of internal audit, and prepare and furnish to the president and the Board of Directors statements of account showing the financial position of the Corporation and the results of its operations. 4.9 SALARIES. Officers of the Corporation shall be entitled to such salaries, emoluments, compensation, or reimbursement as shall be fixed or allowed from time to time by the Board of Directors. 4.10 BONDS. If the Board of Directors by resolution shall so require, any officer or agent of the Corporation shall give bond to the Corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of that officer's or agent's duties and offices. 8 ARTICLE V STOCK 5.1 CERTIFICATES. The shares of stock shall be represented by consecutively numbered certificates signed in the name of the Corporation by its president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary, and shall be sealed with the seal of the Corporation, or with a facsimile thereof. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as the registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificates, or whose facsimile signature has been used thereon, had not ceased to be an officer of the Corporation. Each certificate representing shares shall state the following upon the face thereof: the name of the state of the Corporation's organization; the name of the person to whom issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate or a statement that the shares are without par value. Certificates of stock shall be in such form consistent with law as shall be prescribed by the Board of Directors. 5.2 RECORD. A record shall be kept of the name of each person or other entity holding the stock represented by each certificate for shares of the Corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancellation, the date of cancellation. The person or other entity in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof, and thus a holder of record of such shares of stock, for all purposes as regards the Corporation. 5.3 CONSIDERATION FOR SHARES. Shares shall be issued for such consideration, expressed in dollars (but not less than the par value thereof) as shall be fixed from time to time by the Board of Directors. That part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a share dividend shall be deemed the consideration for the issuance of such dividend shares. Such consideration may consist, in whole or in part, of money, promissory notes, other property, tangible or intangible, or in labor or services actually performed for the Corporation, contracts for services to be performed or other securities of the Corporation. 9 5.4 CANCELLATION OF CERTIFICATES. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as herein provided with respect to lost, stolen, or destroyed certificates. 5.5 LOST CERTIFICATES. In case of the alleged loss, destruction, or mutilation of a certificate of stock, the Board of Directors may direct the issuance of a new certificate in lieu thereof upon such terms and conditions in conformity with law as it may prescribe. The Board of Directors may in its discretion require a bond, in such form and amount and with such surety as it may determine, before issuing a new certificate. 5.6 TRANSFER OF SHARES. Upon surrender to the Corporation or to a transfer agent of the Corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, and such documentary stamps as may be required by law, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate. Every such transfer of stock shall be entered on the stock book of the Corporation which shall be kept at its principal office or by its registrar duly appointed. The Corporation shall be entitled to treat the holder of record of any share of stock as the holder in fact thereof, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as may be required by the laws of Nevada. 5.7 TRANSFER AGENTS, REGISTRARS, AND PAYING AGENTS. The Board may at its discretion appoint one or more transfer agents, registrars, and agents for making payment upon any class of stock, bond, debenture, or other security of the Corporation. Such agents and registrars may be located either within or outside Nevada. They shall have such rights and duties and shall be entitled to such compensation as may be agreed. ARTICLE VI INDEMNIFICATION OF OFFICERS AND DIRECTORS 6.1 INDEMNIFICATION; ADVANCEMENT OF EXPENSES. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.751), as the same now exists or may hereafter be amended or supplemented, the Corporation shall indemnify its directors and officers, including payment of expenses as they are incurred and in advance of the final disposition of any action, suit, or proceeding. Employees, agents, and other persons may be similarly indemnified by the Corporation, including advancement of expenses, in such case or cases and to the extent set forth in a resolution or resolutions adopted by the Board of Directors. No amendment of this Section shall have any effect on indemnification or advancement of expenses relating to any event arising prior to the date of such amendment. 10 6.2 INSURANCE AND OTHER FINANCIAL ARRANGEMENTS AGAINST LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS. To the fullest extent permitted by the laws of the State of Nevada (currently set forth in NRS 78.752), as the same now exists or may hereafter be amended or supplemented, the Corporation may purchase and maintain insurance and make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, for any liability asserted against such person and liability and expense incurred by such person in its capacity as a director, officer, employee, or agent, or arising out of such person's status as such, whether or not the Corporation has the authority to indemnify such person against such liability and expenses. ARTICLE VII APPLICABILITY OF CERTAIN STATUTES 7.1 ACQUISITION OF CONTROLLING INTEREST. The provisions of the NRS pertaining to the acquisition of a controlling interest (currently set forth in NRS 78.378 to 78.3793, inclusive), as the same now exists or may hereafter be amended or supplemented, shall not apply to the Corporation. 7.2 COMBINATIONS WITH INTERESTED STOCKHOLDERS. The provisions of the NRS pertaining to combinations with interested stockholders (currently set forth in NRS 78.411 to 78.444, inclusive), as the same now exists or may hereafter be amended or supplemented, shall not apply to the Corporation. ARTICLE VIII EXECUTION OF INSTRUMENTS; LOANS, CHECKS AND ENDORSEMENTS; DEPOSITS; PROXIES 8.1 EXECUTION OF INSTRUMENTS. The president or any vice president shall have the power to execute and deliver on behalf of and in the name of the Corporation any instrument requiring the signature of an officer of the Corporation, except as otherwise provided in these Bylaws or where the execution and delivery thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Unless authorized to do so by these Bylaws or by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation in any way, to pledge its credit, or to render it liable pecuniarily for any purpose or in any amount. 8.2 LOANS. The Corporation may lend money to, guarantee the obligations of, and otherwise assist directors, officers, and employees of the Corporation, or directors of another corporation of which the Corporation owns a majority of the voting stock, only upon compliance with the requirements of the NRS. 11 No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 8.3 CHECKS AND ENDORSEMENTS. All checks, drafts, or other orders for the payment of money, obligations, notes, or other evidences of indebtedness, bills of lading, warehouse receipts, trade acceptances, and other such instruments shall be signed or endorsed by such officers or agents of the Corporation as shall from time to time be determined by resolution of the Board of Directors, which resolution may provide for the use of facsimile signatures. 8.4 DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the Corporation's credit in such banks or other depositories as shall from time to time be determined by resolution of the Board of Directors, which resolution may specify the officers or agents of the Corporation who shall have the power, and the manner in which such power shall be exercised, to make such deposits and to endorse, assign, and deliver for collection and deposit checks, drafts, and other orders for the payment of money payable to the Corporation or its order. 8.5 PROXIES. Unless otherwise provided by resolution adopted by the Board of Directors, the president or any vice president may from time to time appoint one or more agents or attorneys-in-fact of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock or other securities in any other corporation, association, or other entity any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation, association, or other entity or to consent in writing, in the name of the Corporation as such holder, to any action by such other corporation, association, or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises. 8.6 CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. ARTICLE IX MISCELLANEOUS 9.1 WAIVERS OF NOTICE. Whenever notice is required by the NRS, by the Articles of Incorporation, or by these Bylaws, a waiver thereof in writing signed by the director, 12 stockholder, or other person entitled to said notice, whether before, at, or after the time stated therein, or his appearance at such meeting in person or (in the case of a stockholders' meeting) by proxy, shall be equivalent to such notice. 9.2 CORPORATE SEAL. The Board of Directors may adopt a seal circular in form and bearing the name of the Corporation, the state of its incorporation, and the word "Seal" which, when adopted, shall constitute the seal of the Corporation. The seal may be used by causing it or a facsimile of it to be impressed, affixed, manually reproduced, or rubber-stamped with indelible ink. 9.3 FISCAL YEAR. The Board of Directors may, by resolution, adopt a fiscal year for the Corporation. 9.4 AMENDMENT OF BYLAWS. The provisions of these Bylaws may at any time, and from time to time, be amended, supplemented or repealed by the Board of Directors. 9.5 UNIFORMITY OF INTERPRETATION AND SEVERABILITY. These Bylaws shall be so interpreted and construed as to conform to the Articles of Incorporation and the laws of the State of Nevada or of any other state in which conformity may become necessary by reason of the qualification of the Corporation to do business in such state, and where conflict between these Bylaws, the Articles of Incorporation or the laws of such a state has arisen or shall arise, these Bylaws shall be considered to be modified to the extent, but only to the extent, conformity shall require. If any provision hereof or the application thereof shall be deemed to be invalid by reason of the foregoing sentence, such invalidity shall not affect the validity of the remainder of these Bylaws without the invalid provision or the application thereof, and the provisions of these Bylaws are declared to be severable. 9.6 EMERGENCY BYLAWS. Subject to repeal or change by action of the stockholders, the Board of Directors may adopt emergency bylaws in accordance with and pursuant to the provisions of the laws of the State of Nevada. SECRETARY'S CERTIFICATION The undersigned Secretary Brinx Resources Ltd. (the "Corporation") hereby certifies that the foregoing Bylaws are the Bylaws of the Corporation adopted by the Board of Directors as of the 3rd day of December, 2002. By /s/ KENNETH A. CABIANCA --------------------------------------------------- Kenneth A. Cabianca Secretary 13 EX-23 5 exh10-2_auditor.txt EXH. 10-2 CONSENT OF AUDITOR EXHIBIT 10.2 CONSENT OF WHEELER WASOFF, P.C. Wheeler Wasoff, P.C. Certified Public Accountants CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to use in this Registration Statement of Brinx Resources Ltd. (the "Company") on Form SB-1of our report dated December 30, 2002 relating to the Company's financial statements appearing in this Prospectus, which is part of this Registration Statement. We also consent to the reference to us under the heading "Experts" in this Registration Statement. /s/ WHEELER WASOFF, P.C. Wheeler Wasoff, P.C. Denver, Colorado January 8, 2003 EX-5 6 exh11-1_legal.txt EXH 11-1 LEGAL OPINION EXHIBIT 11.1 OPINION REGARDING LEGALITY DILL DILL CARR STONBRAKER & HUTCHINGS A PROFESSIONAL CORPORATION ATTORNEYS AT LAW Daniel W. Carr Fay M. Matsukage* John J. Coates Adam P. Stapen Kevin M. Coates Jon Stonbraker H. Alan Dill Craig A. Stoner Robert A. Dill Felicity R. Tompkins Thomas M. Dunn Patrick D. Tooley John A. Hutchings __________ Stephen M. Lee * Also licensed in Nevada January 10, 2003 Brinx Resources Ltd. 4519 Woodgreen Drive West Vancouver, BC V7S 2T8 Canada RE: REGISTRATION STATEMENT ON FORM SB-1 Ladies and Gentlemen: We have examined the Registration Statement on Form SB-1 to be filed by you with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, of 5,500,000 shares of common stock, par value $0.001 per share (the "Shares") of Brinx Resources Ltd. All of the Shares are issued and outstanding and may be offered for sale for the benefit of the selling stockholder named in the Registration Statement. We understand that the Shares are to be sold from time to time at prevailing prices or as otherwise described in the Registration Statement. We have also examined the proceedings taken by you in connection with the issuance of the Shares. On the basis of such examination, we are of the opinion that the Shares have been validly authorized and issued as fully paid and nonassessable shares of common stock of Brinx Resources Ltd. We consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name in the Registration Statement, including the Prospectus constituting a part thereof, in the section captioned "Legal Matters." Sincerely, /s/ Dill Dill Carr Stonbraker & Hutchings, P.C. Dill Dill Carr Stonbraker & Hutchings, P.C. ================================================================================ 455 SHERMAN STREET, SUITE 300 / DENVER, COLORADO 80203 FAX (303) 777-3823 / (303) 777-3737 E-mail: dillndill@aol.com -----END PRIVACY-ENHANCED MESSAGE-----