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As
Filed With the Securities and Exchange Commission on March 1 0 , 2006 SEC
File 333-131232 UNITED
STATES Amendment
No. 2
FORM
SB-2 /A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLIN
MINERAL EXPLORATION CORP. Nevada 1000 00-0000000 (State
or Other Jurisdiction of (Primary
Standard Industrial (IRS
Employer Agent
for Service: With
a Copy To: Approximate
Date of Proposed Sale to the Public: 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
[
] If
this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box
[
] If
this form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box
[
] If
delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box
[
] Title
of Each Amount
to be Dollar
Amount Proposed Proposed Amount
of Common
Stock 2,677,500 $53,550.00 $0.02 $53,550.00 $5.73
[1]
Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based on a bona fide estimate of the
maximum offering price./P>
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
this registration statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said
Section 8(a), may determine. The
information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted. The selling
shareholders named in this prospectus are offering all of our shares
of common stock through this prospectus. We will not receive any
proceeds from this offering. We are a
startup exploration stage company without operations. Our common
stock is not presently traded on any market or securities exchange.
The selling shareholders are required to sell our shares at $0.02 per
share until our shares are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or privately negotiated
prices. This
investment involves a high degree of risk see "Risk Factors"
on page 7. 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.
Table of Contents
Prospectus Summary 4
Risk Factors 7
If we do not obtain additional financing, our business
plan will fail. 7
If we fail to make required payments or expenditures,
we could lose title to the mineral claims. 7
Because we have only recently commenced business
operations, we face a high risk of business failure. 7
Because we have only recently commenced business
operations, we expect to incur operating losses for the foreseeable
future causing us to run out of funds. 7
If we do not find a joint venture partner for the
continued development of our mineral claims, we may not be able to
advance exploration work. 8
Because a professional geologist has not been on our
claims, we may find that the claims cannot host a viable mineral
deposit. 8
Because our management has no experience in the mineral
exploration business, we may make mistakes and this could cause our
business to fail. 8
Because our sole director and officer owns the majority
of our company's common stock, he has the ability to override the
interests of the other stockholders. 8
Because of the speculative nature of mineral property
exploration, there is substantial risk that no commercially viable
mineral deposits will be found. 8
Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages
as we conduct our business. 8
Because access to our mineral claims is often
restricted by inclement weather, we will be delayed in our
exploration and any future mining efforts. 9
As we undertake exploration of our mineral claims, we
will be subject to compliance of government regulation, this may
increase the anticipated time and cost of our exploration program. 9
If we do not obtain clear title to the mineral claim,
our business may fail. 9
Because market factors in the mining business are out
of our control, we may not be able to market any minerals that may
be found. 9
Because we hold a significant portion of our cash
reserves in United States dollars, we may experience weakened
purchasing power in Canadian dollar terms and not be able to afford
to conduct our planned exploration program. 9
Because our auditors have expressed substantial doubt
about our ability to continue as a going concern, we may find it
difficult to obtain additional financing. 10
Because there is no liquidity and no established public
market for our common stock and it may prove impossible to sell your
shares. 10
If the selling shareholders sell a large number of
shares all at once or in blocks, the value of our shares would most
likely decline. 10
Our common stock is subject to the "penny stock"
rules of the SEC and the trading market in our securities is
limited, which makes transactions in our stock cumbersome and may
reduce the value of an investment in our stock. 10
Use of Proceeds 12
Determination of Offering
Price 12
Dilution 12
Selling Shareholders 13
Plan of Distribution 15
Legal Proceedings 17
Directors, Executive Officers,
Promoters and Control Persons 18
Security Ownership of Certain
Beneficial Owners and Management 19
Description of Securities 20
Interest of Named Experts and
Counsel 22
Disclosure of Commission
Position of Indemnification for Securities Act Liabilities 22
Organization Within Last Five
Years 22
Description of Business 23
Management's Discussion and
Analysis 28
Description of Property 33
Certain Relationships and
Related Transactions 34
Market for Common Equity and
Related Stockholder Matters 35
Executive Compensation 37
Financial Statements 38
Changes In and Disagreements
With Accountants on Accounting and Financial Disclosure 48
- - 4 -
The
following summary is a shortened version of more detailed
information, exhibits and financial statements appearing elsewhere in
this prospectus. Prospective investors are urged to read this
prospectus in its entirety. We
are a startup exploration stage company without operations and we are
in the business of mineral exploration. We have no revenues, have
achieved
losses since inception, have been issued a going concern opinion by
our auditors and rely upon the sale of our securities to fund
operations. We only have funds for our first two phases of our
anticipated exploration program, that is until October 15, 2007.
There is no assurance that a commercially viable mineral deposit
exists on our mineral claims. Further exploration will be required
before a final evaluation as to the economic and legal feasibility of
our mineral claims can be determined. Even if we complete our current
exploration program and it is successful in identifying a mineral
deposit, we will have to spend substantial funds on further drilling
and engineering studies before we will know if we have a commercially
viable mineral deposit or reserve. On
September 22, 2005 we acquired sixteen mineral claims from our
President, Mr. Nadwynn Sing. by issuing 3,950,000 shares or our
common stock to him. The cost of the mineral claims charged to
operations by us was $3,950 which represented the original costs of
the claims incurred by Mr. Sing. Under
the British Columbia Mineral Tenure Act, title to British Columbia
mineral claims can only be held by individuals or British Columbia
corporations. Because of this regulation, our President is holding
the mineral claims in trust for us until we can determine whether
there are commercially viable mineral deposits on our claims. If we
determine that there is a commercially viable mineral deposit on our
claims we will incorporate a British Columbia subsidiary to hold
title to the claims and our President will transfer the mineral
claims to the subsidiary. The transfer will be at no cost to us other
than the costs associated with the incorporation of the British
Columbia subsidiary. The
sixteen mineral claims are located approximately 25 miles northeast
of Atlin, British Columbia, Canada and lie approximately 2 miles
northnortheast of the north end of Surprise Lake. Our President has
coordinated some minor exploration on our claims in during May 2005
before they were owned by us. The primary reason for this minor
exploration was to keep the claims in good standing with the Province
of British Columbia. The
claims are remote and is best accessed by helicopter from the town of
Atlin, British Columbia. There is no electrical power that can be
utilized on the claims other than electrical power that can be
provided by gas or diesel generators that we would bring on site. Mr.
Sing, our sole director and officer has no previous experience in
mineral exploration or operating a mining company. Mr. Sing owns 60%
of our outstanding common stock. Since Mr. Sing owns a majority of
our outstanding shares and he is the sole director and officer of our
company he has the ability to elect directors and control the future
course of our company. Investors may find the the corporate decisions
influenced by Mr. Sing are inconsistent with the interests of other
stockholders. Our
consulting geologist Erik A. Ostensoe has written a report dated
November 20, 2005, providing us with recommendations of how we should
explore our claims. The potential economic significance of the
mineral claims is that according to our consulting geologist's
report, our claims are underlain by the Surprise Lake alaskitic
intrusive batholith. A
batholith is a large emplacement of plutonic rock that forms from
cooled magma deep in the Earth's crust. This
geology indicates there is potential to locate gold, tungsten,
molybdenum and uranium in the area. Our
objective is to conduct exploration activities on our mineral claims
to assess whether the claims possess any commercially viable mineral
deposits. Until we can validate otherwise, the claims are without
known reserves and we are planning a three phase program to explore
our claims. Access to the claims are restricted to the period of May
1 to October 15 of each year due to snow in the area. This means that
our exploration activities are limited to a period of about five and
a half months per year. We will explore our claims between May 1,
2006 and October 15, 2006 and our goal is to complete the first phase
of exploration within this period. The following table summarizes the
three phases of our anticipated exploration program.
- - 5 -
Phase Number
Planned Exploration
Activities
Time table
Phase One
Rock and stream sampling
Between May 1, 2006 to
October 15, 2006
Phase Two
Placer gold sampling
Between May 1, 2007 to
October 15, 2007
Phase Three
Test mining
Between May 1, 2008 to
October 15, 2008 If
our exploration activities indicate that there are no commercially
viable gold deposits on our mineral claims we will abandon the claims
and stake a new claim to explore in British Columbia. We will
continue to stake an explore claims in British Columbia as long as we
can afford to do so. Placer gold sampling refers to the sampling of
gold that occurs in the gravels on our mineral claims. To
date we have raised $53,550 via an offering completed in October
2005. The following table summarizes the date of offering, the price
per share paid, the number of shares sold and the amount raised for
the offering. Closing
Date of Offering Price
Per Share Paid Number
of Shares Sold Amount
Raised October
31, 2005 $0.02 2,677,500 $53,550 We
have no revenues, have achieved losses since inception, have no
operations, have been issued a going concern opinion by our auditors
and rely upon the sale of our securities to fund operations. Atlin
Mineral Exploration Corp.
- - 6 -
Securities
Offered Being
up to 2,677,500 shares of common stock. The shares of common
stock are being offered by selling shareholders and not our
company. Offering
Price The
selling shareholders will sell our shares at $0.02 per share
until our shares are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or privately negotiate
prices. We determined this offering price arbitrarily based upon
the last sale of our common stock to investors. Terms
of the Offering The
selling shareholders will determine when and how they sell the
common stock offered in this prospectus. We will cover the
expenses associated with the offering which we estimate to be $14,256.
Refer to “Plan of Distribution”. Termination
of the Offering The
offering will conclude when all of the 2,677,500 shares of common
stock have been sold or the shares no longer need to be
registered to be sold. Securities
Issued 6,627,500
shares of our common stock are issued and outstanding as of the
date of this prospectus. All of the common stock to be sold under
this prospectus will be sold by existing shareholders. Use
of Proceeds We
will not receive any proceeds from the sale of the common stock
by the selling shareholders. The funds that we raised through the
sale of our common stock were used to cover administrative and
professional fees such as accounting, legal, geologist, technical
writing, printing and filing costs. The absence
of a public market for our common stock makes our shares highly
illiquid. It will be difficult to sell the common stock of our
company. The tables
and information below are derived from our audited financial
statements for the year-ended October 31, 2005. We have working
capital of $48,025 as at October 31, 2005. Financial
Summary October
31, Cash
53,550 Total
Assets
53,550 Total
Liabilities
5,525 Total
Liabilities and Stockholder's Equity
53,550 Statement
of Operations Accumulated
from Revenue
− Net
Loss For the Period
10,225 Net
Loss per Share
− The book
value of our company's outstanding common stock is $0.01 per share as
at October 31, 2005.
- - 7 -
An
investment in our common stock involves a number of very significant
risks. You should carefully consider the following known material
risks and uncertainties in addition to other information in this
prospectus in evaluating our
company and its business
before purchasing shares of our
company's common stock.
Our business, operating results and financial condition could be
seriously harmed due to any of the following known material risks.
The risks described below are not the only ones facing our
company. Additional
risks not presently known to us may also impair our business
operations. You could lose all or part of your investment due to any
of these risks. If
we do not obtain additional financing, our business plan will fail. Our current
operating funds are estimated to be sufficient to complete the first
two phase s of exploration on our mineral claims. However, we will
need to obtain additional financing in order to complete our business
plan. Our business plan calls for significant expenses in connection
with the exploration of our mineral claims. We have not made
arrangements to secure any additional financing. If
we fail to make required payments or expenditures , we could lose
title to the mineral claims. The mineral
claims have an expiry date of May 4, 2006 and in order to maintain
the tenures in good standing it will be necessary for us to
coordinate an agent to perform and record valid exploration work with
value of CDN$4 per hectare in anniversary years 1, 2, and 3, and
CDN$8 per hectare in subsequent years or pay the equivalent sum to
the Province of British Columbia in lieu of work. Failure to perform
and record valid exploration work or pay the equivalent sum to the
Province of British Columbia on the anniversary dates will result in
forfeiture of title to the claims. Because
we have only recently commenced business operations, we face a high
risk of business failure. We have not
begun the initial stages of exploration of our mineral claims, and
thus have no way to evaluate the likelihood whether we will be able
to operate our business successfully. We were incorporated on
September 21, 2005 and to date have been involved primarily in
organizational activities, acquiring our mineral claims and obtaining
financing. We have not earned any revenues and we have never achieved
profitability as of the date of this prospectus. Potential investors
should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such
enterprises. The likelihood of success must be considered in the
light of problems, expenses, difficulties, complications and delays
encountered in connection with the exploration of the mineral
properties that we plan to undertake. These potential problems
include, but are not limited to, unanticipated problems relating to
exploration and additional costs and expenses that may exceed current
estimates. We have no history upon which to base any assumption as to
the likelihood that our business will prove successful, and we can
provide no assurance to investors that we will generate any operating
revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks our business will likely fail
and you will lose your entire investment in this offering. Because
we have only recently commenced business operations, we expect to
incur operating losses for the foreseeable future causing us to run
out of funds . We have
never earned any revenue and we have never been profitable. Prior to
completing exploration on our mineral claims, we may incur increased
operating expenses without realizing any revenues from our claims,
this could cause us to run out of funds and make our business fail
and you will lose your entire investment in this offering.
- - 8 -
If
we do not find a joint venture partner for the continued development
of our mineral claims, we may not be able to advance exploration
work. If the
results of our Phase One exploration program are successful, we may
try to enter a joint venture agreement with a partner for the further
exploration and possible production on our mineral claims. We would
face competition from other junior mineral resource exploration
companies who have properties that they deem to be attractive in
terms of potential return and investment cost. In addition, if we
entered into a joint venture agreement, we would likely assign a
percentage of our interest in the mineral claims to the joint venture
partner. If we are unable to enter into a joint venture agreement
with a partner, we may fail and you may lose your entire investment
in this offering. Because
a professional geologist has not been on our claims, we may find that
the claims cannot host a viable mineral deposit. To our
knowledge a professional geologist has never set foot on our claims.
Our consulting geologist, Erik A. Ostensoe has prepared our
geological report based on published information about the geology of
the area and on our claims. A site visit to our claims by a
professional geologist could reveal that our mineral claims cannot
host a viable mineral deposit. Because
our management has no experience in the mineral exploration business,
we may make mistakes and this could cause our business to fail. Our
President has no previous experience operating an exploration or a
mining company and because of this lack of experience he may be prone
to errors. Our management lacks the technical training and experience
with exploring for, starting, or operating a mine. With no direct
training or experience in these areas our management may not be fully
aware of the many specific requirements related to working in this
industry. Our management's decisions and choices may not take into
account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, our operations,
earnings, and ultimate financial success could suffer irreparable
harm due to our management's lack of experience in this industry. Because
our sole director and officer owns the majority of our company's
common stock, he has the ability to override the interests of the
other stockholders. Our
President owns 60% of our outstanding common stock and serves as our
sole director. Investors may find the corporate decisions influenced
by our President are inconsistent with the interests of other
stockholders. Because
of the speculative nature of mineral property exploration, there is
substantial risk that no commercially viable mineral deposits will be
found. Exploration
for commercially viable mineral deposits is a speculative venture
involving substantial risk. We can provide investors with no
assurance that our mineral claims contain commercially viable mineral
deposits. The exploration program that we will conduct on our claims
may not result in the discovery of commercial viable mineral
deposits. Problems such as unusual and unexpected rock formations and
other conditions are involved in mineral exploration often result in
unsuccessful exploration efforts. In such a case, we may be unable to
complete our business plan and you could lose your entire investment
in this offering. 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 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. We currently have no such insurance nor do
we expect to get such insurance for the foreseeable future. If a
hazard were to occur, the costs of rectifying the hazard may exceed
our asset value and cause us to liquidate all our assets resulting in
the loss of your entire investment in this offering.
- - 9 -
Because
access to our mineral claims is often restricted by inclement
weather, we will be delayed in our exploration and any future mining
efforts. Access to
our mineral claims is restricted to the period between May 1 and
October 15 of each year due to snow in the area. As a result, any
attempts to visit, test, or explore the property are largely limited
to these few months of the year when weather permits such activities.
These limitations can result in significant delays in exploration
efforts, as well as mining and production in the event that
commercial amounts of minerals are found. Such delays can result in
our inability to meet deadlines for exploration expenditures as
defined by the Province of British Columbia. This could cause our
business venture to fail and the loss of your entire investment in
this offering unless we can meet deadlines. As
we undertake exploration of our mineral claims, we will be subject to
compliance of government regulation , th is may increase the
anticipated time and cost of our exploration program. There are
several governmental regulations that materially restrict the
exploration of minerals. We will be subject to the mining laws and
regulations as contained in the Mineral Tenure Act of the Province of
British Columbia as we carry out our exploration program. We may be
required to obtain work permits, post bonds and perform remediation
work for any physical disturbance to the land in order to comply with
these regulations. While our planned exploration program budgets for
regulatory compliance, there is a risk that new regulations could
increase our time and costs of doing business and prevent us from
carrying out our exploration program. If
we do not obtain clear title to the mineral claim, our business may
fail. Under
British Columbia law, title to British Columbia mineral claims can
only be held by individuals or British Columbia corporations. Since
we are a Nevada corporation we are not legally allowed to hold claims
in British Columbia. Our mineral claims are being held in trust for
us by our President as he is an individual. If we confirm
economically viable deposits of gold on our mineral claims we will
incorporate a British Columbia subsidiary to hold title the mineral
claims and our President will transfer the claims to the subsidiary.
Until we can confirm viable gold deposits, our President is holding
the claims in trust for us by means of a trust agreement. However,
there could be situations such as the death of our President that
could prevent us from obtaining clear title to the mineral claims. If
we are unable to obtain clear title to the mineral claims our
business will likely fail and you will lose your entire investment in
this offering. Because
market factors in the mining business are out of our control, we may
not be able to market any minerals that may be found. The mining
industry, in general, is intensely competitive and we can provide no
assurance to investors even if minerals are discovered that a ready
market will exist from the sale of any ore found. Numerous factors
beyond our control may affect the marketability of metals. These
factors include market fluctuations, the proximity and capacity of
natural resource markets and processing equipment, government
regulations, including regulations relating to prices, taxes,
royalties, land tenure, land use, importing and exporting of minerals
and environmental protection. The exact effect of these factors
cannot be accurately predicted, but the combination of these factors
may result in our not receiving an adequate return on invested
capital and you may lose your entire investment in this offering. Because
we hold a significant portion of our cash reserves in United States
dollars, we may experience weakened purchasing power in Canadian
dollar terms and not be able to afford to conduct our planned
exploration program . We hold a
significant portion of our cash reserves in United States dollars.
Due to foreign exchange rate fluctuations, the value of these United
States dollar reserves can result in both translation gains or losses
in Canadian dollar terms. If there was to be a significant decline in
the United States dollar versus the Canadian Dollar, our US dollar
purchasing power in Canadian dollars would also significantly
decline. If a there was a significant decline in the US dollar we
would not be able to afford to conduct our planned exploration
program. We have not entered into derivative instruments to offset
the impact of foreign exchange fluctuations.
- - 10 -
Because
o ur auditors have expressed substantial doubt about our ability to
continue as a going concern , we may find it difficult to obtain
additional financing. The
accompanying financial statements have been prepared assuming that we
will continue as a going concern. As discussed in Note 1 to the
financial statements, we were recently incorporated on September 21,
2005, and we do not have a history of earnings, and as a result, our
auditors have expressed substantial doubt about our ability to
continue as a going concern. Continued operations are dependent on
our ability to complete equity or debt financings or generate
profitable operations. Such financings may not be available or may
not be available on reasonable terms. Our financial statements do not
include any adjustments that may result from the outcome of this
uncertainty. Because
t here is no liquidity and no established public market for our common
stock and it may prove impossible to sell your shares. There
is presently no public market in our shares. While we intend to
contact an authorized OTC Bulletin Board market maker for sponsorship
of our securities, we cannot guarantee that such sponsorship will be
approved and our stock listed and quoted for sale. Even if our shares
are quoted for sale, buyers may be insufficient in numbers to allow
for a robust market, it may prove impossible to sell your shares. If
the selling shareholders sell a large number of shares all at once or
in blocks, the value of our shares would most likely decline. The selling
shareholders are offering 2,677,500 shares of our common stock
through this prospectus. They must sell these shares at a fixed price
of $0.02 until such time as they are quoted on the OTC Bulletin Board
or other quotation system or stock exchange. Our common stock is
presently not traded on any market or securities exchange, but should
a market develop, shares sold at a price below the current market
price at which the common stock is trading will cause that market
price to decline. Moreover, the offer or sale of large numbers of
shares at any price may cause the market price to fall. The
outstanding shares of common stock covered by this prospectus
represent approximately 40% of the common shares currently
outstanding. Our
common stock is subject to the "penny stock" rules of the
SEC and the trading market in our securities is limited, which makes
transactions in our stock cumbersome and may reduce the value of an
investment in our stock. The
Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the
purposes relevant to us, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions. For any
transaction involving a penny stock, unless exempt, the rules
require: that
a broker or dealer approve a person's account for transactions in
penny stocks; and the
broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks, the
broker or dealer must:
obtain
financial information and investment experience objectives of the
person; and make a
reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form: sets
forth the basis on which the broker or dealer made the suitability
determination; and that
the broker or dealer received a signed, written agreement from the
investor prior to the transaction. Generally,
brokers may be less willing to execute transactions in securities
subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a
decline in the market value of our stock.
- - 11 -
Disclosure
also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny
stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks.
- - 12 -
We
will not receive any proceeds from the sale of the common stock
offered through this prospectus by the selling shareholders. We
determined the offering price of $0.02 based upon the price of the
last sale of our common stock to investors. The price of the last
sale was determined by what we found could attract investors to
invest in our high risk mineral exploration company. The
selling shareholders are required to sell our shares at $0.02 per
share until our shares are quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or privately negotiated
prices. The common
stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no
dilution to our existing shareholders.
- - 13 -
The selling
shareholders named in this prospectus are offering all of the
2,677,500 shares of the common stock offered through this prospectus.
These shares were acquired from us in a private placement of
2,677,500 shares of our common stock that the selling shareholders
acquired from us in an offering the was exempt from registration
under Regulation S of the Securities Act of 1933 and was completed on
October 31, 200 5 . The
shares were sold solely by our President to his close friends and
close business associates under exemptions provided in Canada and
Regulation S. There was no private placement agent or others who were
involved in placing the shares with the selling shareholders. The
following table provides as of the date of this prospectus
information regarding the beneficial ownership our our common stock
held by each of the selling shareholders, including: the
number of shares owned by each before the offering the
total number of shares that are to be offered for each the
total number of shares that will be owned by each upon completion of
the offering; and the
percentage owned by each upon completion of the offering. Name of
Selling Shareholder Shares
Owned Before the Offering Total
Number of Shares to be Offered for the Security Holder's Account Total
Shares Owned After the Offering is Complete Percentage
of Shares Owned After the Offering is Complete Paul
Augustson
125,000
125,000 Nil Nil Ken
Bamford
12,500
12,500 Nil Nil Jason
Barnard
12,500
12,500 Nil Nil Martin
Berke
10,000
10,000 Nil Nil Doris
Bodie[1]
125,000
125,000 Nil Nil Doug
Bodie[1]
125,000
125,000 Nil Nil Steve
Christianson
25,000
25,000 Nil Nil Norman
Chung
50,000
50,000 Nil Nil Celia
Day
125,000
125,000 Nil Nil Paul
Dragan
62,500
62,500 Nil Nil Chris
Estrada
125,000
125,000 Nil Nil Peter
Hall
125,000
125,000 Nil Nil Sharian
Harder
125,000
125,000 Nil Nil Margaret
Horner
25,000
25,000 Nil Nil Gerald
Hutchinson
25,000
25,000 Nil Nil Ian
Jarvis
10,000
10,000 Nil Nil Jerry
Kimura
125,000
125,000 Nil Nil Donna
Kitagawa
125,000
125,000 Nil Nil Jon
Lever
25,000
25,000 Nil Nil C.
Hugh Maddin
25,000
25,000 Nil Nil Bill
Mercer
125,000
125,000 Nil Nil Susie
Milka
150,000
150,000 Nil Nil
- - 14 -
Name of
Selling Shareholder Shares
Owned Before the Offering Total
Number of Shares to be Offered for the Security Holder's Account Total
Shares Owned After the Offering is Complete Percentage
of Shares Owned After the Offering is Complete Irina
Morris
150,000
150,000 Nil Nil Camille
Naylor
10,000
10,000 Nil Nil Davinder
Rakhra
125,000
125,000 Nil Nil Philip
Redekop
125,000
125,000 Nil Nil Lynne
Robinson
125,000
125,000 Nil Nil Daryl
Sanderson
125,000
125,000 Nil Nil Darlene
Scott
25,000
25,000 Nil Nil Pamela
Sing[2]
25,000
25,000 Nil Nil Rolynna
Sing[2]
25,000
25,000 Nil Nil Harley
Smith
125,000
125,000 Nil Nil Doug
Wong
125,000
125,000 Nil Nil Michael
Woo
10,000
10,000 Nil Nil
Total
2,677,500
2,677,500
Footnotes:
Doug Bodie, the owner of
125,000 shares of our common stock, is the husband of Doris Bodie,
the owner of 125,000 shares of our common stock. As such, beneficial
ownership of each such party may be attributed to the other party. Pamela
Sing, the owner of 25,000 shares of our common stock, is the sister
of Rolynaa Sing, the owner of 25,000 shares of our common stock.
Each of these shareholders has no beneficial interest in the other
party's respective holdings. Additionally, both are sisters of Mr.
Sing, our Sole Director and President and do not reside with him. Other than
detailed in the footnotes above, we are not aware of any family
relationships among selling shareholders. Except as
indicated above, the named shareholders beneficially own and have
sole voting and investment power over all shares or rights to these
shares. The numbers in this table assume that none of the selling
shareholders sells shares of common stock not being offered in this
prospectus or purchases additional shares of common stock, and
assumes that all shares offered are sold. There percentages are based
on 6,627,500 shares of common stock outstanding on the date of this
prospectus. The selling shareholders named in this prospectus are
offering a total of 2,677,500 shares of common stock which represents
40% of our outstanding common stock on the date of this prospectus. Except as
indicated above, none of the selling shareholders or their beneficial
owners: has
had a material relationship with us other than as a shareholder at
any time within the past three years; or has
ever been one of our officers or directors ; or is
a registered broker-dealer or an affiliate of a broker-dealer. Because
our offering has no broker-dealer involvement the selling
shareholders are considered to be our underwriters.
- - 15 -
The
selling shareholders may sell some or all of their common stock in
one or more transactions, including block transactions: On
such public markets or exchanges as the common stock may from time
to time be trading; In
privately negotiated transactions; Through
the writing of options on the common stock; In
short sales; or In
any combination of these methods of distribution. No
public market currently exists for our shares of common stock. We
intend to contact an authorized OTC Bulletin Board market maker for
sponsorship of our securities on the OTC Bulletin Board. The OTC
Bulletin Board is a securities market but should not be confused with
the NASDAQ market. OTC Bulletin Board companies are subject to less
restrictions and regulations than are companies traded on the NASDAQ
market. T here is no assurance that our common stock will be quoted on
the OTC Bulletin Board. The
NASD regulates the OTC Bulletin Board and has requirements regarding
the quotation of securities. We currently do not meet these
requirements because our common stock is unregistered and we are not
yet a reporting company. We intend to register our common stock by
[ten days + effective date] by filing a Form 8 A with the SEC.
This Form 8 A will also cause us to become a reporting company.
We cannot give any assurance that the shares offered will have a
market value, or that they can be resold at the offered price if and
when an active secondary market might develop, or that a public
market for our securities may be sustained even if developed. Regarding
our intention to contact an authorized OTC Bulletin Board market
maker for sponsorship of our securities on the OTC Bulletin Board, we
intend to engage a market maker to file an application on our behalf
in order to make a market for our common stock by [ninety days +
effective date]. We expect that the application process will take two
to four months to complete because there is a detailed review process
that we must undergo. If our common stock is quoted on the OTC
Bulletin Board, it will become simpler to buy and sell our common
stock and we expect the liquidity of our common stock will be
improved. The
selling shareholders are required to sell our shares at $0.02 per
share until our shares are quoted on the OTC Bulletin Board.
Thereafter, the sales price offered by the selling shareholders to
the public may be: The
market price prevailing at the time of sale; A
price related to such prevailing market price; or Such
other price as the selling shareholders determine from time to time. The
shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144. A description of the selling
limitations defined by Rule 144 can be located on page 35 of this
prospectus. The
selling shareholders may also sell their 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 shareholders, or, if they act as agent
for the purchaser of such common stock, from such purchaser. The
selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with
the selling shareholders to sell a specified number of shares at a
stipulated price per share and, to the extent such broker or dealer
is unable to do so acting as agent for the selling shareholders, to
purchase, as principal, any unsold shares at the price required to
fulfill the respective broker's or dealer’s commitment to the
selling shareholders. Brokers or dealers who acquire shares as
principals may thereafter resell such shares from time to time in
transactions in a market or on an exchange, in negotiated
transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated prices, and in connection with such re-sales
may pay or receive commissions to or from the purchasers of such
shares. These transactions may involve cross and block transactions
that may involve sales to and through other brokers or dealers. If
applicable, the selling shareholders may distribute shares to one or
more of their partners who are unaffiliated with us. Such partners
may, in turn, distribute such shares as described above. We can
provide no assurance that all or any of the common stock offered will
be sold by the selling shareholders.
- - 16 -
If
our selling shareholders enter into arrangements with brokers or
dealers, as described above, we are obligated to file a
post-effective amendment to this registration statement disclosing
such arrangements, including the names of any broker dealers acting
as underwriters. We
are bearing all costs relating to the registration of the common
stock. The selling shareholders, however, will pay any commissions or
other fees payable to brokers or dealers in connection with any sale
of the common stock.
The selling shareholders must
comply with the requirements of the Securities Act and the Securities
Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be
deemed to be engaged in a distribution of the common stock, and
therefore be considered to be an underwriter, they must comply with
applicable law and may, among other things: Not
engage in any stabilization activities in connection with our common
stock; 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 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. The
Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny
stocks. Penny stocks are generally equity securities with a price of
less than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system provided that
current price and volume information with respect to transactions in
such securities is provided by the exchange or system). The
shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stock for
the foreseeable future. The classification of penny stock makes it
more difficult for a broker-dealer to sell the stock into a secondary
market, which makes it more difficult for a purchaser to liquidate
his or her investment. Any broker-dealer engaged by the purchaser for
the purpose of selling his or her shares in our
company will be subject
to rules 15g-1 through 15g-10 of the Securities and Exchange Act.
Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock. The
penny stock rules require a broker-dealer, prior to a transaction in
a penny stock not otherwise exempt from those rules, deliver a
standardized risk disclosure document prepared by the Commission,
which: contains
a description of the nature and level of risk in the market for
penny stocks in both public offerings and secondary trading; contains
a description of the broker's or dealer’s duties to the
customer and of the rights and remedies available to the customer
with respect to a violation to such duties or other requirements; contains
a brief, clear, narrative description of a dealer market, including
“bid” and “ask” prices for
penny stocks and the significance of the spread between the bid and
ask price; contains
a toll-free telephone number for inquiries on disciplinary actions; defines
significant terms in the disclosure document or in the conduct of
trading penny stocks; and contains
such other information and is in such form (including language,
type, size, and format) as the Commission shall require by rule or
regulation. The
broker-dealer also must provide, prior to effecting any transaction
in a penny stock, the customer: with
bid and offer quotations for the penny stock; the
compensation of the broker-dealer and its salesperson in the
transaction; the
number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and monthly
account statements showing the market value of each penny stock held
in the customer's account.
- - 17 -
In
addition, the penny stock rules require that prior to a transaction
in a penny stock not otherwise exempt from those rules; the
broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive
the purchaser's written acknowledgment of the receipt of a risk
disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement. These disclosure requirements will have the effect of
reducing the trading activity in the secondary market for our stock
because it will be subject to these penny stock rules. Therefore,
stockholders may have difficulty selling those securities. During
such time as we may be engaged in a distribution of any of the shares
we are registering by this registration statement, we are required to
comply with Regulation M. In general, Regulation M precludes any
selling security holder, any affiliated purchasers and any
broker-dealer or other person who participates in a distribution from
bidding for or purchasing, or attempting to induce any person to bid
for or purchase, any security which is the subject of the
distribution until the entire distribution is complete. Regulation M
defines a “distribution” as an offering of
securities that is distinguished from ordinary trading activities by
the magnitude of the offering and the presence of special selling
efforts and selling methods. Regulation M also defines a
“distribution participant” as an underwriter,
prospective underwriter, broker, dealer, or other person who has
agreed to participate or who is participating in a distribution.
Regulation M under the Exchange
Act prohibits, with certain exceptions, participants in a
distribution from bidding for or purchasing, for an account in which
the participant has a beneficial interest, any of the securities that
are the subject of the distribution. Regulation M also governs bids
and purchases made in order to stabilize the price of a security in
connection with a distribution of the security. We have informed the
selling shareholders that the anti-manipulation provisions of
Regulation M may apply to the sales of their shares offered by this
prospectus, and we have also advised the selling shareholders of the
requirements for delivery of this prospectus in connection with any
sales of the common stock offered by this prospectus. We
have no legal proceedings that have been or are currently being
undertaken for or against us nor are any contemplated.
- - 18 -
The
sole Director and Officer currently serving our Company is as
follows: Name Age Positions
Held and Tenure Nadwynn
Sing 46 President,
Chief Financial Officer and Director since September 21, 2005 The sole
Director named above will serve until the next annual meeting of the
stockholders. Thereafter, directors will be elected for one-year
terms at the annual stockholders' meeting. Officers will hold their
positions at the pleasure of the board of directors, absent any
employment agreement, of which none currently exists or is
contemplated. Mr. Sing has
acted as our sole Director and Officer since our inception on
September 21, 2005. During the past five years, Mr. Sing has been a
private investor in the real estate market in Vancouver, Canada. Mr.
Sing has been a purchaser of pre-completion condominiums and selling
these condominiums at completion. Additionally, Mr. Sing performs
property management services on behalf of his elderly parents who own
a number of real estate properties in British Columbia. Mr. Sing has
had no employer during the past five years. Given that
Mr. Sing has no previous experience in mineral exploration or
operating a ming company, he intends to perform his job for us by
engaging consultants who have experience in the areas where he is
lacking. Mr. Sing has worked to familiarize himself with our business
by attending two mineral exploration conferences with one conference
in Kamloops, British Columbia in April 2005 and the other in
Vancouver, British Columbia in January 2006. At these conferences Mr.
Sing attended some technical sessions and attended the trade shows.
We
have no significant employees other than Mr. Sing who is our sole
Director and Officer. Mr. Sing will devote approximately 10 hours per
week or 25% of his working time to our business. For our accounting
requirements we utilize the consulting services of Lancaster &
David, Chartered Accountants of Vancouver, Canada to assist in the
preparation of our annual and interim financial statements in
accordance with accounting principles generally accepted in the
United States. Though
Mr. Sing does not work with any other mineral exploration companies
other than ours, he may in the future. We do not have any written
procedures in place to address conflicts of interest that may arise
between our business and the future business activities of Mr. Sing. We do not
have a financial expert serving on an audit committee. We do not have
an audit committee because we are a start-up exploration company and
have no revenue.
- - 19 -
The
following table sets forth, as of the date of this registration
statement, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5%
or more of the outstanding common stock of our company. Title
of Class Name
and Address of Beneficial Owner Number
of Shares Owned Beneficially Percent
of Class Owned Prior To This Offering Common
Stock Nadwynn
Sing 3,950,000 60% Title
of Class Security
Ownership of Management Number
of Shares Owned Beneficially Percent
of Class Owned Prior To This Offering Common
Stock All
executive officers 3,950,000 60% The
percent of class is based on 6,627,500 of common stock issued and
outstanding as of October 31, 2005. The
person listed is the sole Director and Officer of our company and has
full voting and investment power with respect to the shares
indicated. Under the rules of the Securities and Exchange Commission,
a person (or a group of persons) is deemed to be a "beneficial
owner" of a security if he or she, directly or indirectly, has
or shares power to vote or to direct the voting of such security.
Accordingly, more than one person may be deemed to be a beneficial
owner of the same security. A person is also deemed to be a
beneficial owner of any security, which that person has the right to
acquire within 60 days, such as options or warrants to purchase our
common stock.
- - 20 -
Our
authorized capital stock consists of 75,000,000 shares of common
stock at a par value of $0.001 per share. As
at the date of this prospectus, 6,627,500 shares of common stock are
issued and outstanding and held by 35 shareholders of record. In the
opinion of our securities lawyer, Joseph I. Emas, all of this common
stock has been validly issued, is fully paid and is non-assessable. Holders
of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do
not have cumulative voting rights. Therefore, holders of a majority
of the shares of common stock voting for the election of directors
can elect all of the directors. Holders of a majority of shares of
common stock issued and outstanding, represented in person or by
proxy, are necessary to constitute a quorum at any meeting of our
stockholders. A vote by the holders of a majority of our outstanding
shares is required to effectuate certain fundamental corporate
changes such as liquidation, merger or an amendment to our Articles
of Incorporation. Holders
of common stock are entitled to share in all dividends that the board
of directors, in its discretion, declares from legally available
funds. In the event of a liquidation, dissolution or winding up, each
outstanding share entitles its holder to participate prorata in all
assets that remain after payment of liabilities and after providing
for each class of stock, if any, having preference over the common
stock. Holders of our common stock have no preemptive rights, no
conversion rights and there are no redemption provisions applicable
to our common stock. As of the
date of this prospectus, there is no preferred stock issued or
authorized. We
have never declared or paid any cash dividends on our common stock.
We currently intend to retain future earnings, if any, to finance the
expansion of our business. As a result, we do not anticipate paying
any cash dividends in the foreseeable future. As
of the date of this prospectus, there are no outstanding warrants to
purchase our securities. We may, however, issue warrants to purchase
our securities in the future. As
of the date of this prospectus, there are no options to purchase our
securities outstanding. We may, however, in the future grant such
options and/or establish an incentive stock option plan for our
directors, employees and consultants.
- - 21 -
As
of the date of this prospectus, we have not issued and do not have
outstanding any securities convertible into shares of our common
stock or any rights convertible or exchangeable into shares of our
common stock. We may, however, issue such convertible or exchangeable
securities in the future. The
provisions of the Nevada Revised Statutes (NRS) sections 78.378 to
78.3793 apply to any acquisition of a controlling interest in an
certain type of Nevada corporation known as an “Issuing
Corporation”, unless the articles of incorporation or bylaws of
the corporation in effect the tenth day following the acquisition of
a controlling interest by an acquiring person provide that the
provisions of those sections do not apply to the corporation, or to
an acquisition of a controlling interest specifically by types of
existing or future stockholders, whether or not identified. The
provisions of NRS 78.378 to NRS 78.3793 do not restrict the directors
of an “Issuing Corporation” from taking action to protect
the interests of the corporation and its stockholders, including, but
not limited to, adopting or signing plans, arrangements or
instruments that deny rights, privileges, power or authority to a
holders of a specified number of shares or percentage of share
ownership or voting power. An
“Issuing Corporation” is a corporation organized in the
state of Nevada and which has 200 or more stockholders of record,
with at least 100 of whom have addresses in the state of Nevada
appearing on the stock ledger of the corporation and does business in
the state of Nevada directly. As we currently have less than 200
stockholders the statute does not currently apply to us. If
we do become an “Issuing Corporation” in the future, and
the statute does apply to us, our sole director Mr. Sing on his own
will have the ability to adopt any of the above mentioned protection
techniques whether or not he owns a majority of our outstanding
common stock, provided he does so by the specified tenth day after
any acquisition of a controlling interest.
- - 22 -
No
expert or counsel named in this prospectus as having prepared or
certified any part of this prospectus or having given an opinion upon
the validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the common
stock was employed on a contingency basis, or had, or is to receive,
in connection with the offering, a substantial interest exceeding
$50,000, directly or indirectly, in the registrant or any of its
parents or subsidiaries. Nor was any such person connected with the
registrant or any of its parents or subsidiaries as a promoter,
managing or principal underwriter, voting trustee, director, officer,
or employee. Joseph
I. Emas, our independent legal counsel, has provided an opinion on
the validity of our common stock. The
financial statements included in this prospectus have been audited by
Manning Elliott LLP, Chartered Accountants, of Vancouver, Canada to
the extent and for the periods set forth in their report appearing
elsewhere herein, and are included in reliance upon such report given
upon the authority of said firm as experts in auditing and
accounting. The
geological report for our mineral claims was prepared by Erik A.
Ostensoe, P. Geo., and the summary information of the geological
report disclosed in this prospectus is in reliance upon the authority
and capability of Mr. Ostensoe as a Professional Geoscientist. Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to provisions of the State of
Nevada, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against
public policy as expressed in that Act and is, therefore,
unenforceable. We were
incorporated on September 21, 2005 under the laws of the state of
Nevada. On the date of our incorporation, we appointed Nadwynn Sing
as our Director. On September 21, 2005, Mr. Sing was appointed
President, Principal Financial Officer, Principal Accounting Officer
and Secretary of our company. Mr. Sing may be deemed to be our
promoter. On September 22, 2005 we acquired sixteen mineral claims in
the Province of British Columbia, Canada from Mr. Sing. The claims
are registered in the name of Mr. Sing, who has executed a trust
agreement whereby he agrees to hold the claims in trust for us.
- - 23 -
We are a
mineral exploration company and were incorporated on September 21,
2005 and on September 22, 2005 we acquired sixteen mineral claims in
the Province of British Columbia from our President. Mr. Sing has
no previous experience exploring for minerals or operating a mining
company. Even if we complete our current exploration program and it
is successful in identifying a mineral deposit, we will have to spend
substantial funds on further drilling and engineering studies before
we will know if we have a commercially viable mineral deposit or
reserve. Under
the British Columbia Mineral Tenure Act, title to British Columbia
mineral claims can only be held by individuals or British Columbia
corporations. Because of this regulation, our President is holding
the mineral claims in trust for us until we can determine whether
there is a commercially viable gold deposit on our claims. If we
determine that there is a commercially viable gold deposit on our
claims we will incorporate a British Columbia subsidiary to hold
title to the claims and our President will transfer the mineral
claims to the subsidiary. The transfer will be at no cost to us other
than the costs associated with the incorporation of the British
Columbia subsidiary. In
November 2005, we engaged a professional geoscientist named Erik A.
Ostensoe who is familiar with the Atlin area to develop on report
about our mineral claims. Mr. Sing was introduced to Mr. Ostensoe at
a mining conference in Kamloops, British Columbia in April 2005. The
report entitled “DM 1-8 and M 1-8 Claims” dated November
20, 2005 describes the mineral claims, the regional geology, the
mineral potential of the claims and recommendations how we should
explore the claims. Our
consulting geologist, Mr. Ostensoe is a professional geoscientist. He
has an office and residence in Vancouver, British Columbia, Canada.
He is a qualified professional geologist with a B. Sc. degree in
honors geology from the University of British Columbia obtained in
1960. He has practiced his profession for more that forty years in
western and northern Canada, western United States and, to a much
lesser extent, in several other countries. He is a member in good
standing of the Association of Professional Engineers and
Geoscientists of British Columbia. The
potential economic significance of the mineral claims is that
according to our consulting geologist's report, our claims are
underlain by the Surprise Lake alaskitic intrusive batholith. A
batholith is a large emplacement of plutonic rock . Plutonic rock is
rock that forms from cooled magma deep in the Earth's crust. This
geology indicates there is potential to locate gold, tungsten,
molybdenum and uranium in the area. The
cost of the mineral claims charged to operations by us was $3,950
which represented the original costs of the claims incurred by Mr.
Sing. However, we will incur much more significant expenses in order
to explore our claims as described in our Plan of Operation. We
have no current plans to change our business activities from mineral
exploration or to combine with another business. It is possible that
beyond the foreseeable future that if our mineral exploration efforts
fail and world demand for the minerals we are seeking drops to the
point that it is no longer economical to explore for these minerals
we may need to change our business plans. However, until we encounter
such a situation we intend to explore for minerals in British
Columbia, Canada or elsewhere. The mineral
claims are located approximately 25 miles northeast of Atlin, British
Columbia, Canada. The coordinates of the center of the claims at
59°48' North and
133°12' West. The claims
occupy a rectangular block with dimensions 2 kilometers by 2
kilometers (approximately 1.25 miles by 1.25 miles) and cover and
area of 400 hectares (approximately 988 acres). The claims lie
approximately 2 miles northnortheast of the north end of Surprise
Lake. Consolation Creek lies approximately 3.5 miles north and flows
northeasterly into Gladys Lake. Figure 1 below shows a map of our
“AMEC Claims” in relation to a larger map of northwestern
United States, Western Canada and Alaska.
- - 24 -
The
claims are located in a “saddle” area between two major
drainages: Surprise Lake to the south and Gladys Lake to the
northeast. The area is on of gentle to moderate slopes: the highest
elevations are approximately 3,600 feet above sea level. The claims
have, variously, sparse cover of evergreen trees and thick growths of
willow brush and berry bushes. The
town of Atlin is situated on the east shore of Atlin Lake, in
northern British Columbia, has a population of about 350 permanent
residents and offers most services required in support of mining
activities. The south end of Surprise Lake is accessed by local roads
and the north end of the lake can be reach by circuitous routes
following miners' roads or by boat. The mineral claims are a short
hike from the north end of Surprise Lake. For convenience and
practical considerations, the claims are best reached from helicopter
flight from Atlin
Our mineral
claims are unencumbered and in good standing and there are no third
party conditions which affect the claims other than conditions
defined by the Province of British Columbia described below. The
combined claims together make up an area of 400 hectares, which is
equivalent to approximately 988 acres. We have no insurance covering
the claims. We believe that no insurance is necessary since the
claims are unimproved and contains no buildings or improvements. The
tenure number, claim name, owner, good to date, status, and area as
typically recorded in British Columbia is as follows:
- - 25 -
Tenure Claim Owner Good to
Date Status Area 410264 DM
1 146718
100% 2006/May/04 Good 25 410265 DM
2 146718
100% 2006/May/04 Good 25 410266 DM
3 146718
100% 2006/May/04 Good 25 410267 DM
4 146718
100% 2006/May/04 Good 25 410268 DM
5 146718
100% 2006/May/04 Good 25 410269 DM
6 146718
100% 2006/May/04 Good 25 410270 DM
7 146718
100% 2006/May/04 Good 25 410271 DM
8 146718
100% 2006/May/04 Good 25 410272 M
1 146718
100% 2006/May/04 Good 25 410273 M
2 146718
100% 2006/May/04 Good 25 410274 M
3 146718
100% 2006/May/04 Good 25 410275 M
4 146718
100% 2006/May/04 Good 25 410276 M
5 146718
100% 2006/May/04 Good 25 410277 M
6 146718
100% 2006/May/04 Good 25 410278 M
7 146718
100% 2006/May/04 Good 25 410279 M
8 146718
100% 2006/May/04 Good 25 There is no
assurance that a commercially viable mineral deposit exists on the
claims. Further exploration will be required before an evaluation as
to the economic feasibility of the claims are determined. It is our
intention to incorporate a British Columbia subsidiary company and
record the deed of ownership in the name of our subsidiary if
minerals are discovered on the claims and it appears that it would be
economically viable to commercially mine the claims. Our consulting
geologist has written a report and provided us with recommendations
of how we should explore our claims. Until we can validate otherwise,
the property is without known reserves and we are planning a three
phase exploration program as recommended by our consulting geologist.
We have not commenced any exploration or work on the claims. The mineral
claims have an expiry date of May 4, 2006 and in order to maintain
the tenures in good standing it will be necessary for us to
coordinate an agent to perform and record valid exploration work with
value of CDN$4 per hectare in anniversary years 1, 2, and 3, and
CDN$8 per hectare in subsequent years or pay the equivalent sum to
the Province of British Columbia in lieu of work. Failure to perform
and record valid exploration work or pay the equivalent sum to the
Province of British Columbia on the anniversary dates will result in
forfeiture of title to the claims. Atlin has
always been closely identified with the mining industry, having been
established about 1900 as a supply base and winter home for miners
and prospectors working in the nearby mines, prospects and placer
gold fields. Placer gold fields are areas where gold is found in the
gravels of a mineral claim. Placer mining continues to be an
important component of the local economy and other mining ventures
have become increasings significant in recent years with several
properties either in or approaching the permitting and significant
financing phases. Significant mining properties that are located in
the Tulesequah River valley, 200 km south of Atlin, are in advanced
stages of exploration and approval process and are best accessed from
Atlin.
- - 26 -
Mining
exploration intensified during the 1970s when porphyry molybdenum
deposits and uranium occurrences located west and north of Surprise
Lake were explored by technical surveys and drilling. The town of
Atlin also served as a base of operations for prospecting and
geological crews working in the nearby Coast Mountains and the
Interior Plateau. Our claims
were originally staked by Decoors Mining Corp. of Atlin, British
Columbia in May 2004. Our President acquired the claims from Decoors,
prior to our inception, in June 2004, and retained them until we
acquired them on September 22, 2005. Our President decided to acquire
them from Decoors on June 28, 2004, after meeting the Decoors
President, Mr. Peter Burjoski in June 2004 in Vancouver. Mr. Burjoski
indicated that to Mr. Sing that the claims had potential to host
minerals. In May 2005, Mr. Burjoski performed and filed some minor
exploration work on the claims in which he charged Mr. Sing CDN$1,600
which was the minimum work requirement to keep the claims in good
standing. We have yet
to explore or access our mineral claims. However, according to our
geological report we should expect to find an
area is on of gentle to moderate slopes: the highest elevations are
approximately 3,600 feet above sea level. The claims have, variously,
sparse cover of evergreen trees and thick growths of willow brush and
berry bushes. There is no equipment, infrastructure or
electricity on the claims. Our mineral
claims are the subject of a geological report prepared by Erik A.
Ostensoe, P. Geo., dated November 20, 2005. Mr. Ostensoe has not been
on our claims, but he is familiar with the Atlin mining district and
has reviewed various government publications, maps, and reports to
determine the geology of our claims. Our geological report indicates
our claims are underlain by the Surprise Lake alaskitic intrusive
batholith. A
batholith is a large emplacement of plutonic rock . Plutonic rock is
rock that forms from cooled magma deep in the Earth's crust. This
geology indicates there is potential to locate gold, tungsten,
molybdenum and uranium on the claims. The mineral
exploration business is an extremely competitive industry. We are
competing with many other exploration companies looking for minerals.
We are one of the smallest exploration companies and a very small
participant in the mineral exploration business. Being a junior
mineral exploration company, we compete with other companies like
ours for financing and joint venture partners. Additionally, we
compete for resources such as professional geologists, camp staff,
helicopters and mineral exploration supplies. The raw
materials for our exploration program will be items including camp
equipment, sample bags, first aid supplies, groceries and propane.
All of these types of materials are readily available in either the
city of Vancouver or town of Atlin in British Columbia, Canada from a
variety of suppliers. We have no
customers. We have no
intellectual property such as patents or trademarks. Additionally, we
have no royalty agreements or labor contracts.
- - 27 -
We will be
required to comply with all regulations defined in the Mineral Tenure
Act for the Province of British Columbia. The Act is well defined by
the Province of British Columbia and is available from
us upon request. The effect
of these existing regulations on our business is that we are able to
carry out our exploration program as we have described in this
prospectus. However, it is possible that a future government could
change the regulations that could limit our ability to explore our
claim, but we believe this is highly unlikely. We have not
incurred any research or development expenditures since our inception
on September 21, 2005. We currently
have no costs to comply with environmental laws concerning our
exploration program. We do not
have any employees other than Mr. Sing. We intend to retain the
services of independent geologists, prospectors and consultants on a
contract basis to conduct the exploration programs on our mineral
claims starting on May 1, 2006 and as required thought the course of
our exploration program. The funds that will be used to pay for the
independent geologist, prospectors and consultants will be the funds
that already exist in our corporate treasury and from funds that we
may have to raise in the future. A detailed explanation of when
additional funds will be required can be located in our exploration
plan below. We are not
required to deliver an annual report to security holders. However, we
intend to voluntarily send an annual report to security holders and
this annual report will include audited financial statements. This
prospectus and exhibits will be contained in a Form SB-2 registration
statement that will be filed with the Securities and Exchange
Commission. We will become a reporting company after this prospectus
has been declared effective by the Securities and Exchange Commission
(“SEC”). As a reporting company we will file quarterly,
annual, beneficial ownership and other reports with the SEC. However,
unless we have the requisite number of shareholders we are only
obliged to report to the SEC for one year. You may read
and copy any materials we file with the SEC at the SEC's Public
Reference Room at 100 F Street, N.E., Washington, D.C., 20549. You
may obtain information from the Public Reference Room by calling the
SEC at 1-800-SEC-0330. Since we are an electronic filer, the easiest
way to access our reports is through the SEC's Internet website that
contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC.
- - 28 -
Our
plan of operation for the next twelve months is to complete the
following objectives within the time periods specified, subject to
our obtaining any additional funding necessary for the continued
exploration of our mineral claims. We do not have enough funds to
complete our Phase Three program which we would plan to start in the
summer of 2008 if the results of our Phase One and Phase Two
exploration programs are encouraging. The following is a brief
summary of our three phase exploration program: Since
the next anniversary date of our claims is May 4, 2006 we will need
to arrange some minor exploration work worth CDN$1,600 or pay the
Province of British Columbia CDN$1,600 in lieu of filing exploration
expenses in order to keep our claims in good standing. As
recommended by our consulting geologist, we plan to conduct the
first phase of our three phase exploration program starting on May
1, 2006. This Phase One exploration program is expected to cost
approximately CDN$12,466. A two-person field crew will helicopter
onto our claims and will stay for a period of fourteen days. During
this period the crew will generally survey the claims seeking any
outcroppings and locating streams. An outcropping is a part of a
rock formation that appears above the surface of the surrounding
land. The crew will use global positioning equipment and take twenty
rock samples, twenty stream sediment samples, and twenty stream
sediment panned concentrate samples. All samples will be bagged and
tagged for location, date and time for later analysis. After this
period is over the crew will return to Atlin by helicopter. The
samples obtained during the Phase One exploration program will be
analyzed at a laboratory
and w e will review the results of the Phase One exploration program
in the winter of 2006. We will engage our consulting geologist to
interpret the results of Phase One. If we are able to identify
favorable rock formations and structures with elevated metal values
we will plan and conduct a Phase Two program. If
the Phase Two program were to proceed, o ur consulting geologist has
indicated that we should budget approximately CDN$13,915 for our
Phase Two program. If we proceed with a Phase Two program we would
do so in June 2007. A prospector and geologist will helicopter onto
our claims and will stay for a period of ten days. During this
period the crew will use global positioning equipment and will
obtain fifty samples from locations that would be determined during
the Phase One review. All samples will be bagged and tagged for
location, date and time for later analysis. After this period is
over the crew will return to Atlin by helicopter. In
the case that the Phase Two exploration program takes place, we will
review its results in winter 2007. If we are able to continue to
confirm elevated metal values at specific hand drilled targets we
would consider Phase Two a success and would plan for a Phase Three
exploration program. The Phase Three exploration program is expected
to cost at least CDN$20,000. At this stage, we would seek to link
with a major resource company in a joint venture relationship in
recognition of financing requirements. If we go ahead with the Phase
Three exploration plan it would commence in June 2008. As
at October 31, 2005, we had a cash balance of $53,550. If the results
of the Phase One and Phase Two exploration programs are encouraging,
we will have to raise additional funds starting in January 2008 so
that Phase Three exploration could commence in June 2008. During
the next 12 months, we do not anticipate generating any revenue. If
additional funds become required, the additional funding will come
from equity financing from the sale of our common stock or sale of
part of our interest in our mineral claims. If we are successful in
completing an equity financing, existing shareholders will experience
dilution of their interest in our
company. We do not have
any financing arranged and 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 our Phase Three exploration program.
In the absence of such financing, our business will fail.
- - 29 -
We
may consider entering into a joint venture partnership by linking
with a major resource company to provide the required funding to
complete our Phase Three exploration program. We have not undertaken
any efforts to locate a joint venture partner for Phase Three. If we
enter into a joint venture arrangement, we will assign a percentage
of our interest in our mineral claims to the joint venture partner.
Based on the nature of our
business, we anticipate incurring operating losses in the foreseeable
future. We base this expectation, in part, on the fact that very few
mineral claims in the exploration stage ultimately develop into
producing, profitable mines. Our future financial results are also
uncertain due to a number of factors, some of which are outside our
control. These factors include, but are not limited to:
our ability to raise
additional funding;
the market price for gold;
the results of our proposed
exploration programs on the mineral property; and
our ability to find joint
venture partners for the development of our property interests Due
to our lack of operating history and present inability to generate
revenues, our auditors have stated their opinion that there currently
exists substantial doubt about our ability to continue as a going
concern. Even if we complete our current exploration program and it
is successful in identifying a mineral deposit, we will have to spend
substantial funds on further drilling and engineering studies before
we will know if we have a commercially viable mineral deposit or
reserve. The
transportation costs of Phase One is comprised of helicopter service
from Atlin to the our mineral claims. For Phase One CDN$2,000 to
allow for two hours of helicopter trips from Atlin to our mineral
claims. We will
purchase camp equipment and prospecting supplies for the Phase One
exploration program. The expected cost of the camp equipment such as
tents, stove, and other typical camping equipment will be CDN$300. We will
purchase consumables including groceries and propane to provide for 2
persons for 14 days for the Phase One exploration program. The
expected cost of these consumables will be CDN$1,400. We will not
hire any employees. We will use two consulting prospectors to perform
our Phase One exploration program. The expected cost of the each
prospector is CDN$200 per day. We are budgeting to pay each
prospector for 14 days to conduct the Phase One exploration program.
The expected cost of labor for Phase One and will be CDN$5,600. We plan to
allow for the analysis for up to 60 samples. The estimated cost of
each sample is CDN$25.67 per sample. The expected cost for sample
analysis will be CDN $1,540 for the Phase One exploration program. The costs
described which include transportation, equipment, consumables,
labor, and sample analysis make up the entire cost of our Phase One
exploration program. All the costs described above are estimated so
we will provide a 15% contingency allowance for unanticipated and
wrongly estimated costs. The table below summarizes the cost estimate
for the Phase One exploration program.
- - 30 -
Phase
One Exploration Items Cost
Estimate Transportation
2,000 Equipment
300 Consumables
1,400 Labor
5,600 Sample
Analysis
1,540 Contingency
at 15%
1,626 Phase
One Total
12,466 We intend to
continue to have our outside consultant assist in the preparation of
our quarterly and annual financial statements and have these
financial statements reviewed or audited by our independent auditor.
Our outside consultant is expected to charge us approximately $1,000
to prepare our quarterly financial statements and approximately
$1,250 to prepare our annual financial statements. Our independent
auditor is expected to charge us approximately $1,250 to review our
quarterly financial statements and approximately $4,000 to audit our
annual financial statements. In the next twelve months, we anticipate
spending approximately $12,000 to pay for our accounting and audit
requirements. There are a
number of known material risks and uncertainties that are reasonably
likely to have a material impact on our revenues, operations,
liquidity and income over the short and long term. The primary risk
that we face over the long term is that our mineral claims may not
contain a commercially viable mineral deposit. If our mineral claims
do not contain a commercially viable deposit this will have a
material effect on our ability to earn revenue and income as we will
not be able to sell any minerals. There are a number of industry-wide risk factors that may effect our business. The most significant industry-wide risk factor is that mineral exploration is an inherently risky business. Very few exploration companies go on to discover economically viable mineral deposits or reserves that ultimately result in an operating mine. In order for us to commence mining operations we face a number of challenges which include finding qualified professionals to conduct our exploration program, obtaining adequate financing to continue our exploration program, locating a viable ore body, partnering with a senior mining company, obtaining mining permits, and ultimately selling minerals in order to generate revenue. Another important industry-wide risk factor is that the price of commodities can fluctuate based on world demand and other factors. For example, if the price of a mineral were to dramatically decline this could make any ore we have on our mineral claims be uneconomical to mine. We and other companies in our business are relying on a price of ore that will allow us to develop a mine and ultimately generate revenue by selling minerals. Additionally,
because our claims are in a remote region of Canada and in an area of
inclement weather we face risks and uncertainties relating to the
operation of our exploration program. This presents both a short and
long term risk to us in that poor weather could delay our exploration
program and prevent us from exploring our mineral claims as planned.
This is a risk shared by many exploration companies in our business.
We have the ability to monitor weather predictions and can preserve
capital by not sending exploration crews out in poor weather
conditions. However, such weather delays could cause us to not be
able to explore our claims and not be able to file valid exploration
work with the Province of British Columbia. Failure to file valid
exploration work would mean we would have to pay the Province of
British Columbia in lieu of exploration in order to keep title to the
claims. Payments in lieu of exploration are generally not an
efficient use of funds since it does not advance the understanding of
a potential mineral deposit. However, these payments are sometimes
required in our business.
- - 31 -
Finally, we
face a risk of not being able to finance our exploration plans. With
each unsuccessful attempt at locating a commercially viable mineral
deposit we become more and more unattractive in the eyes of
investors. For the short term this is less of an issue because we
have enough funds to complete the first two phases of our exploration
program. However, over the long term this can become a serious issue
that is difficult to overcome. Without adequate financing we cannot
operate exploration programs. However, this risk is faced by all
exploration companies and it is not unique to us. Our
functional currency is the United States dollar. We have determined
that our functional currency is the United States dollar for the
following reasons:
Our current
and future financings are and will be in United States dollars;
We maintain
our cash holdings in United States dollars only;
Any
potential sales of gold recovered from our mining claims will be
undertaken in United States dollars;
Our
administrative expenses are undertaken in United States dollars;
All cash
flows are generated in United States dollars; and
Our
mining claims are located in Canada, though the exploration expenses
are estimated in Canadian Dollars these expenses can usually be
requested to be billed in United States dollars. Under
Canadian GAAP, mineral properties including exploration, development
and acquisition
costs, are carried at cost and charged to operations if the
properties are abandoned or impaired. Under US GAAP, all expenditures
relating to mineral interests prior to the completion of a definitive
feasibility study, which establishes proven and probable reserves,
must be expensed as incurred. Once a final feasibility study has been
completed, additional costs incurred to bring a mine into production
are capitalized as development costs. Our audited financial
statements use US GAAP. We intend to
become a reporting company in 2006 after our SB-2 is declared
effective. This means that we will file documents with the US
Securities and Exchange Commission on a quarterly basis. We expect to
incur filing costs of approximately $1,000 per quarter to support our
quarterly and annual filings. In the next twelve months, we
anticipate spending approximately $6,000 for legal costs to pay for
three quarterly filings, one annual filing, a 424B4 final prospectus
filing, and a Form 8-A filing in order to complete registration our
common stock.
- - 32 -
We
have had no operating revenues since our inception on September 21,
2005, through to October 31, 2005. Our activities have been financed
from the proceeds of share subscriptions. From our inception, on
September 21, 2005, to October 31, 2005 we have raised a total of
$53,550 from a private offering of our common stock. For
the period from inception on September 21, 2005, to October 31, 2005,
we incurred total expenses of $10,225. These expenses included $4,800
in professional fees. We also expensed a total of $500 for donated
services and $250 for donated rent both provided by our President. We
had general and administrative expenses of $725. Finally, we expensed
$3,950 in mineral property costs represented by the acquisition of
our claims from our President. At
October 31, 2005, we had a cash balance of $53,550. There
are no assurances that we will be able to achieve further sales of
our common stock or any other form of additional financing. If we are
unable to achieve the financing necessary to continue our plan of
operations, then we will not be able to continue our exploration of
our mineral claims and our business will fail. We have no
off-balance sheet arrangements including arrangements that would
effect our liquidity, capital resources, market risk support and
credit risk support or other benefits. This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan,
expect, future, intend and similar expressions to identify such
forward-looking statements. Our actual results may differ materially
from those anticipated in these forward-looking statements for many
reasons, including the risks faced by us described in this Risk
Factors section and elsewhere in this prospectus.
- - 33 -
Our
executive offices are located at 1005-289 Drake Street, Vancouver,
British Columbia, Canada, V6B 5Z5. Our President, Nadwynn Sing,
currently provides this space to us free of charge. This space may
not be available to us free of charge in the future. We
also have sixteen mineral claims located in the Atlin Mining
Division, British Columbia, Canada as described in the section
“Description of Business”.
- - 34 -
On
September 22, 2005 we acquired sixteen mineral claims from our
President, Mr. Nadwynn Sing. by issuing 3,950,000 shares or our
common stock to him. The cost of the mineral claims charged to
operations by us was $3,950 which represented the original costs of
the claims incurred by Mr. Sing. Mr. Sing
incurred $725 of incorporation costs that were paid by him our
behalf. This amount remains due to him as of the date of this
prospectus. In return
for Mr. Sing holding the sixteen mineral claims in trust for us, we
have agreed to make payments on behalf of Mr. Sing to keep the claims
in good standing with the Province of British Columbia. We anticipate
the amount of the payments to be made on behalf of Mr. Sing to be
CDN$1,600 annually. Mr. Sing
donates services and rent to us that are recognized on our financial
statements. From inception on September 21, 2005 to October 31, 2005,
we recognized a total of $500 for donated services at a rate of $500
per month and $250 for donated rent at a rate of $250 per month. Except as
noted above, none of the following parties has, since our inception
on September 21, 2005, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction
that has or will materially affect us: Any
of our directors or officers; Any
person proposed as a nominee for election as a director; Any
person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock; Any
of our promoters; Any
relative or spouse of any of the foregoing persons who has the same
house as such person. All
transactions with our President were on terms at least as favorable
to us as would be available from unrelated parties. The promoter of
our company is Nadwynn Sing. Except for the transactions with Mr.
Sing noted above, there is nothing of value to be received by each
promoter, either directly or indirectly, from us. Additionally,
except for the transactions noted above, there have been no assets
acquired or are any assets to be acquired from each promoter, either
directly or indirectly, from us.
- - 35 -
There is
presently no public market for our common stock. We anticipate that
we will contact a market maker to file an application with the NASD
on our behalf in order to make a market for our common stock on the
OTC Bulletin Board upon the effectiveness of the registration
statement of which this prospectus forms a part. However, we can
provide no assurance that our shares will be traded on the OTC
Bulletin Board or, if traded, that a public market will materialize. We have no
common stock that is subject to outstanding warrants to purchase or
securities that are convertible to our common stock. As of
October 31, 2005 we had 6,627,500 shares of our common stock
outstanding of which 2,677,500 shares are owned by non-affiliate
shareholders and 3,950,000 shares that are owned by our sole Director
and Officer who is an affiliate. Subject to
the Rule 144 volume limitations described in the paragraph below
there are 3,950,000 shares of our common stock owned by Mr. Sing that
can begin to be sold pursuant to Rule 144 on September 22, 2006. Under Rule
144 a shareholder, including an affiliate of our company, may sell
shares of common stock after at least one year has elapsed since such
shares were acquired from us or an affiliate of our company. Rule 144
further restricts the number of shares of common stock which may be
sold within any three-month period to the greater of one percent of
the then outstanding shares of common stock or the average weekly
trading volume in the common stock during the four calendar weeks
preceding the date on which notice of such sale was filed under Rule
144. Certain other requirements of Rule 144 concerning availability
of public information, manner of sale and notice of sale must also be
satisfied. In addition, a shareholder who is not an affiliate of our
company, and who has not been an affiliate of our company for 90 days
prior to the sale, and who has beneficially owned shares acquired
from our company or an affiliate of our company for over two years
may resell the shares of common stock without compliance with the
foregoing requirements under Rule 144. As of March 1 0 , 2006
we have 35 holders of our common stock. We have no
equity compensation program including no stock option plan and none
are planned for the foreseeable future. We
have not granted registration rights to the selling shareholders or
to any other person. There
are no restrictions in our articles
of incorporation or
bylaws
that restrict us from declaring dividends. The Nevada Revised
Statutes, however, do prohibit us from declaring dividends where,
after giving effect to the distribution of the dividend:
- - 36 -
we
would not be able to pay our debts as they become due in the usual
course of business; or our
total assets would be less than the sum of our total liabilities,
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those
receiving the distribution. We
have not declared any dividends. We do not plan to declare any
dividends in the foreseeable future.
- - 37 -
The table below summarizes all
compensation awarded to, earned by, or paid to our Officer for all
services rendered in all capacities to us for the fiscal periods
indicated. Name Fiscal Annual
Compensation Long
Term Compensation All Salary Bonus Other Awards Payouts Restricted Securities LTIP Nadwynn 2005[2] Nil Nil Nil Nil Nil Nil Nil [1]
Appointed President on September 21, 2005 None of our
directors have received monetary compensation since our inception to
the date of this prospectus. We currently do not pay any compensation
to our directors serving on our board of directors. We have not
granted any stock options to the executive officers since our
inception on September 21, 2005. Currently,
we do not have an employment agreement or consulting agreement with
Mr. Sing and we do not pay any salary to him. There is an
understanding between our company and Mr. Sing that he will work for
us at no cost. He will not be compensated for past, current, or
future work.
Atlin
Mineral Exploration Corp. Index Report
of Independent Registered Public Accounting Firm F-37 Balance
Sheet F-38 Statement
of Operations F-39 Statement
of Cash Flows F-40 Statement
of Stockholders' Equity F-41 Notes
to the Financial Statements F-42
F-38
Report
of Independent Registered Public Accounting Firm To
the Directors and Stockholders
We
have audited the accompanying balance sheet of Atlin Mineral
Exploration Corp. (An Exploration Stage Company) as of October 31,
2005, and the related statement of operations, cash flows and
stockholders' equity from September 21, 2005 (Date of Inception) to
October 31, 2005. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In
our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Atlin
Mineral Exploration Corp. (An Exploration Stage Company) as of
October 31, 2005, and the results of its operations and its cash
flows from September 21, 2005 (Date of Inception) to October 31, 2005
in conformity with accounting principles generally accepted in the
United States.
The
accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has not generated any revenues
and has incurred operating losses since inception. These factors
raise substantial doubt about the Company’s ability to continue
as a going concern. Management’s plans in regard to these
matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty. /s/
“Manning Elliott LLP” CHARTERED
ACCOUNTANTS Vancouver,
Canada November
29, 2005
F-39
Atlin
Mineral Exploration Corp.
October
31, ASSETS
Current
Assets
Cash
53,550 Total
Assets
53,550
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current
Liabilities
Accrued
liabilities
4,800 Due
to related party (Note 3(b))
725 Total
Liabilities
5,525 Stockholders’
Equity
Common
Stock, 75,000,000 shares authorized, $0.001 par value
6,628 Additional
Paid-In Capital
50,872 Donated
Capital (Note 3)
750 Deficit
Accumulated During the Exploration Stage
(10,225) Total
Stockholders’ Equity
48,025 Total
Liabilities and Stockholders’ Equity
53,550
F-40
Atlin
Mineral Exploration Corp.
Accumulated
from Revenue
−
Expenses
Donated
rent (Note 3(a))
250 Donated
services (Note 3(a))
500 General
and administrative
725 Professional
fees
4,800 Mineral
property costs
3,950 Total
Expenses
10,225 Net
Loss For the Period
(10,225) Net
Loss Per Share – Basic and Diluted
− Weighted
Average Shares Outstanding
3,920,000
F-41
Atlin
Mineral Exploration Corp.
Accumulated
From
Operating
Activities
Net
loss for the period
(10,225)
Adjustments
to reconcile net loss to cash
Donated
rent
250
Donated
services
500
Mineral
property costs
3,950
Change
in operating assets and liabilities
Accrued
liabilities
4,800
Due
to related party
725
Net
Cash Used In Operating Activities
−
Financing
Activities
Proceeds
from issuance of common stock
53,550
Net
Cash Flows Provided By Financing Activities
53,550
Increase
in Cash
53,550
Cash
- Beginning of Period
−
Cash
- End of Period
53,550
Non-cash
Financing and investing Activities
Issue
of common stock for mineral property
3,950
Supplemental
Disclosures
Interest
paid
−
Income
taxes paid
−
F-42
Atlin
Mineral Exploration Corp.
Common Amount Additional Donated Deficit Total Balance
– September 21, 2005
−
−
−
−
−
− Common
stock issued for
3,950,000
3,950
−
−
3,950 Common
stock issued for cash
2,677,500
2,678
50,872
−
−
53,550 Donated
services and
−
−
−
750
−
750 Net
loss for the period
−
−
−
−
(10,225)
(10,225) Balance
– October 31, 2005
6,627,500
6,628
50,872
750
(10,225)
48,025
F-43
Atlin Mineral Exploration Corp.
Exploration
Stage Company
The
Company was incorporated in the State of Nevada on September 21,
2005. The Company is an Exploration Stage Company, as defined by
Statement of Financial Accounting Standard (“SFAS”) No.7
“Accounting and Reporting by Development Stage Enterprises”.
The Company’s principal business is the acquisition and
exploration of mineral resources. The Company has not presently
determined whether its properties contain mineral reserves that are
economically recoverable.
These
financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and
discharge its liabilities in the normal course of business. The
Company has never generated revenues since inception and has never
paid any dividends and is unlikely to pay dividends or generate
earnings in the immediate or foreseeable future. The continuation of
the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company
to obtain necessary equity financing to continue operations,
confirmation of the Company’s interests in the underlying
properties, and the attainment of profitable operations. As at
October 31, 2005, the Company has never generated any revenues and
has accumulated losses of $10,225 since inception. These factors
raise substantial doubt regarding the Company’s ability to
continue as a going concern. These financial statements do not
include any adjustments to the recoverability and classification of
recorded asset amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going
concern.
The
Company is planning to file an SB-2 Registration Statement with the
United States Securities and Exchange Commission to register
2,677,500 shares of common stock for resale by existing shareholders
of the Company at $0.02 per share until the shares are quoted on the
OTC Bulletin Board, and thereafter at prevailing market prices. The
Company will not receive any proceeds from the resale of shares of
common stock by the selling stockholders.
Summary
of Significant Accounting Policies
Basis
of Presentation
These
financial statements and related notes are presented in accordance
with accounting principles generally accepted in the United States,
and are expressed in US dollars. The Company’s fiscal year-end
is October 31.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Basic
and Diluted Net Income (Loss) Per Share
The
Company computes net income (loss) per share in accordance with SFAS
No. 128, "Earnings per Share". SFAS No. 128 requires
presentation of both basic and diluted earnings per share (EPS) on
the face of the income statement. Basic EPS is computed by dividing
net income (loss) available to common shareholders (numerator) by the
weighted average number of shares outstanding (denominator) during
the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method
and convertible preferred stock using the if-converted method. In
computing Diluted EPS, the average stock price for the period is used
in determining the number of shares assumed to be purchased from the
exercise of stock options or warrants. Diluted EPS excludes all
dilutive potential shares if their effect is anti dilutive.
Comprehensive
Loss
SFAS
No. 130, “Reporting Comprehensive Income,”
establishes standards for the reporting and display of comprehensive
loss and its components in the financial statements. As at October
31, 2005, the Company has no items that represent a comprehensive
loss and, therefore, has not included a schedule of comprehensive
loss in the financial statements.
Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with maturity of
three months or less at the time of issuance to be cash equivalents.
F-44
Atlin Mineral Exploration Corp.
Summary
of Significant Accounting Policies (continued)
Mineral
Property Costs
The
Company has been in the exploration stage since its formation on
September 21, 2005 and has not yet realized any revenues from its
planned operations. It is primarily engaged in the acquisition and
exploration of mining properties. Mineral property acquisition and
exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed as a
result of establishing proven and probable reserves, the costs
incurred to develop such property are capitalized. Such costs will be
amortized using the units-of-production method over the estimated
life of the probable reserve. If mineral properties are subsequently
abandoned or impaired, any capitalized costs will be charged to
operations.
Financial
Instruments
Financial
instruments, which include cash, accrued liabilities and due to a
related party, were estimated to approximate their carrying values
due to the immediate or short-term maturity of these financial
instruments. The Company’s operations are in Canada which
results in exposure to market risks from changes in foreign currency
rates. The financial risk is the risk to the Company’s
operations that arise from fluctuations in foreign exchange rates and
the degree of volatility of these rates. Currently, the Company does
not use derivative instruments to reduce its exposure to foreign
currency risk.
Income
Taxes
Potential
benefits of income tax losses are not recognized in the accounts
until realization is more likely than not. The Company has adopted
SFAS No. 109 “Accounting for Income Taxes” as of
its inception. Pursuant to SFAS No. 109 the Company is required to
compute tax asset benefits for net operating losses carried forward.
Potential benefit of net operating losses have not been recognized in
these financial statements because the Company cannot be assured it
is more likely than not it will utilize the net operating losses
carried forward in future years.
Foreign
Currency Translation
The
Company’s functional and reporting currency is the United
States dollar. Monetary assets and liabilities denominated in foreign
currencies are translated in accordance with SFAS No. 52 “Foreign
Currency Translation”, using the exchange rate prevailing
at the balance sheet date. Gains and losses arising on settlement of
foreign currency denominated transactions or balances are included in
the determination of income. Foreign currency transactions are
primarily undertaken in Canadian dollars. The Company has not, to the
date of these financials statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.
Recent
Accounting Pronouncements
In
May 2005, the Financial Accounting Standards Board (FASB) issued SFAS
No. 154, “Accounting Changes and Error Corrections – A
Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154
changes the requirements for the accounting for and reporting of a
change in accounting principle and applies to all voluntary changes
in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the
pronouncement does not include specific transition provisions. SFAS
154 requires retrospective application to prior periods’
financial statements of changes in accounting principle, unless it is
impracticable to determine either the period-specific effects or the
cumulative effect of the change. The provisions of SFAS No. 154 are
effective for accounting changes and correction of errors made in
fiscal years beginning after December 15, 2005. The adoption of this
standard is not expected to have a material effect on the Company’s
results of operations or financial position.
In
December 2004, the FASB issued SFAS No. 153, “Exchanges of
Nonmonetary Assets - An Amendment of APB Opinion No. 29”.
The guidance in APB Opinion No. 29, “Accounting for
Nonmonetary Transactions”, is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair
value of the assets exchanged. The guidance in that Opinion, however,
included certain exceptions to that principle. SFAS No. 153 amends
Opinion No. 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception
for exchanges of nonmonetary assets that do not have commercial
substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly
as a result of the exchange. The provisions of SFAS No. 153 are
effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after June 15, 2005. Early application is permitted and
companies must apply the standard prospectively. The adoption of this
standard is not expected to have a material effect on the Company’s
results of operations or financial position.
F-45
Atlin Mineral Exploration Corp.
Summary
of Significant Accounting Policies (continued)
Recent
Accounting Pronouncements (continued)
In
December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 123R, “Share
Based Payment”. SFAS 123R is a revision of SFAS No. 123
“Accounting for Stock-Based Compensation”, and
supersedes APB Opinion No. 25, “Accounting for Stock Issued
to Employees” and its related implementation guidance. SFAS
123R establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods or
services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the
fair value of the entity’s equity instruments or that may be
settled by the issuance of those equity instruments. SFAS 123R
focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. SFAS
123R requires a public entity to measure the cost of employee
services received in exchange for an award of equity instruments
based on the grant-date fair value of the award (with limited
exceptions). That cost will be recognized over the period during
which an employee is required to provide service in exchange for the
award – the requisite service period (usually the vesting
period). SFAS 123R requires that the compensation cost relating to
share-based payment transactions be recognized in financial
statements. That cost will be measured based on the fair value of the
equity or liability instruments issued. Public entities that file as
small business issuers will be required to apply SFAS 123R in the
first interim or annual reporting period that begins after December
15, 2005. The adoption of this standard is not expected to have a
material effect on the Company’s results of operations or
financial position.
In
March 2005, the SEC staff issued Staff Accounting Bulletin No. 107
(“SAB 107”) to give guidance on the implementation of
SFAS 123R. The Company will consider SAB 107 during implementation of
SFAS 123R.
Related
Party Balances/Transactions
During
the period ended October 31, 2005, the Company recognized a total of
$250 for donated rent, and $500 for donated services for office
space and services provided by the President of the Company.
During
the period ended October 31, 2005, the Company incurred $725 of
incorporation costs that were paid directly by the President of the
Company.
During
the period ended October 31, 2005, the Company entered into a
Mineral Property Agreement and a related Trust Agreement with the
President of the Company. Refer to Note 4.
Mineral
Properties
The
Company entered into a Mineral Property Agreement dated September 22,
2005 with the President of the Company to acquire a 100% interest in
sixteen mineral claims (the “Property”) located in the
Atlin Mining Division, British Columbia, Canada, in consideration for
the issuance of 3,950,000 shares of common stock. The claims are
registered in the name of the President of the Company, who has
executed a trust agreement whereby the President agreed to hold the
claims in trust on behalf of the Company. There are situations the could prevent the Company from obtaining clear
title to the mineral claims such as the bankruptcy or death of the President. The cost of the Property
charged to operations by the Company of $3,950 represented the
original cost of the properties incurred by the President of the
Company.
Common
Stock
On
September 22, 2005, the Company issued 3,950,000 shares of common
stock for the acquisition of mineral claims from a related party.
The value of the shares were determined by the historical cost of
the property for the related party. Refer to Note 4.
On
October 31, 2005, the Company issued 2,677,500 shares of common
stock at a price of $0.02 per share for cash proceeds of $53,550.
F-46
Atlin Mineral Exploration Corp.
Income
Taxes
Potential
benefits of income tax losses are not recognized in the accounts
until realization is more likely than not. The Company has net
operating losses of $5,500, which commence expiring in 2025. Pursuant
to SFAS No. 109 the Company is required to compute tax asset
benefits for net operating losses carried forward. Potential benefit
of net operating losses have not been recognized in these financial
statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in
future years. For the period ended October 31, 2005, the valuation
allowance established against the deferred tax assets increased by
$1,900.
The
components of the net deferred tax asset at October 31, 2005 and the
statutory tax rate, the effective tax rate and the elected amount of
the valuation allowance are listed below:
October
31, Net
Operating Losses
5,500 Statutory
Tax Rate 35% Effective
Tax Rate – Deferred
Tax Asset
1,900 Valuation
Allowance
(1,900) Net
Deferred Tax Asset
–
F-47
- - 48 -
Since
inception on September 21, 2005, there were no disagreements with our
accountants on any matter of accounting principle or practices,
financial statement disclosure or auditing scope or procedure. In
addition, there were no reportable events as described in Item
304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within
our two most recent fiscal years and the subsequent interim periods.
- - 49 -
Until [180
days from the effective date of this prospectus], 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.
- - 50 -
As permitted
by Nevada law, our Articles of Incorporation provide that we will
indemnify our directors and officers against expenses and liabilities
they incur to defend, settle or satisfy any civil or criminal action
brought against them on account of their being or having been
directors or officers of us, unless, in any such action, they are
adjudged to have acted with gross negligence or willful misconduct. Pursuant to
the laws of the State of Nevada, our Articles of Incorporation
exclude personal liability for its directors for monetary damages
based upon any violation of their fiduciary duties as directors,
except as to liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, acts in violation of Section 7-106-401
of the Nevada Business Corporation Act, or any transaction from which
a director receives an improper personal benefit. This exclusion of
liability does not limit any right, which a director may have to be
indemnified, and does not affect any director's liability under
federal or applicable state securities laws. Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling
the Company pursuant to provisions of the State of Nevada, the
Company has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.
- - 51 -
The
estimated costs of this offering are as follows: SEC
Registration Fee
$6 Legal
Fees and Expenses
$5,000 Accounting
Fees and Expenses
$1,250 Auditor
Fees and Expenses
$4,000 Electronic
Filing Fees
$2,000 Printing
Costs
$500 Courier
Costs
$500 Transfer
Agent Fees
$1,000 Total
$14,256 All amounts
are estimates. We are paying all expenses listed above. None of the
above expenses of issuance and distribution will be borne by the
selling shareholders. The selling shareholders, however, will pay any
other expenses incurred in selling their common stock, including any
brokerage commissions or costs of sale.
- - 52 -
As of
October 31, 2005 we have sold 6,627,500 shares of unregistered
securities. All of these 6,627,500 shares were acquired from us in
private placements that were exempt from registration under
Regulation S of the Securities Act of 1933 and were sold to Canadian
residents. The shares
include the following: On
September, 2005, we issued 3,950,000 shares of common stock at a
price of $0.001 per share for the acquisition of mineral claims from
our President; and On
October 31, 2005, we issued 2,677,500 shares of common stock to
thirty four non-affiliate Canadian residents at a price of $0.02 per
share for cash proceeds of $53,550.
With
respect to all of the above offerings, we completed the offerings of
the common stock pursuant to Rule 903 of Regulation S of the Act on
the basis that the sale of the common stock was completed in an
"offshore transaction", as defined in Rule 902(h) of
Regulation S. We did not engage in any directed selling efforts, as
defined in Regulation S, in the United States in connection with the
sale of the units. Each investor represented to us that the investor
was not a U.S. person, as defined in Regulation S, and was not
acquiring the shares for the account or benefit of a U.S. person. The
subscription agreement executed between us and the investor included
statements that the securities had not been registered pursuant to
the Act and that the securities may not be offered or sold in the
United States unless the securities are registered under the Act or
pursuant to an exemption from the Act. The investor agreed by
execution of the subscription agreement for the common stock: (i) to
resell the securities purchased only in accordance with the
provisions of Regulation S, pursuant to registration under the Act or
pursuant to an exemption from registration under the Act; (ii) that
we are required to refuse to register any sale of the securities
purchased unless the transfer is in accordance with the provisions of
Regulation S, pursuant to registration under the Act or pursuant to
an exemption from registration under the Act; and (iii) not to engage
in hedging transactions with regards to the securities purchased
unless in compliance with the Act. All securities issued were
endorsed with a restrictive legend confirming that the securities had
been issued pursuant to Regulation S of the Act and could not be
resold without registration under the Act or an applicable exemption
from the registration requirements of the Act. Each
investor was given adequate access to sufficient information about us
to make an informed investment decision. None of the securities were
sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved. No registration
rights were granted to any of the purchasers.
- - 53 -
Exhibit
Number Description
3.1 Articles
of Incorporation *
3.2 By-Laws *
5.1 Opinion
and Consent of Lawyer Joseph I. Emas
10.1 Property
Agreement *
10.2 Trust
Agreement *
14.1 Financial
Code of Ethics *
23.1 Consent
of Independent Auditor
23.2 Consent
of Geologist * Incorporated
by reference from filing of January 24, 2006.
- - 54 -
The
undersigned small business issuer hereby undertakes that it will : File, during any period in which it offers or sells securities, a post effective amendment to this
registration statement to:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
(Name
of Small Business Issuer in its Charter)
Incorporation or Organization)
Classification Code Number)
Identification Number)
1005-289
Drake Street
Vancouver, British Columbia
Canada, V6B
5Z5
Telephone: (604) 732-1304
Facsimile: (604)
732-1304
(Address and
telephone number of principal executive offices and principal place
of business)
Nadwynn
Sing
1005-289 Drake Street
Vancouver, British
Columbia
Canada, V6B 5Z5
Telephone: (604)
732-1304
Facsimile: (604) 732-1304
Joseph
I. Emas
1224 Washington Avenue
Miami Beach,
Florida
33139
Telephone:
(305) 531-1174
Facsimile: (305) 531-1274
As soon as practicable and
from time to time after the effective date of this Registration
Statement.
CALCULATION OF
REGISTRATION FEE
Class of
Securities To Be
Registered
registered
To Be
Registered
Maximum
Offering
Price
per Unit
Maximum
Aggregate
Offering
Price
Registration
Fee [1]
Subject
to Completion
Dated March 1 0 , 2006 Prospectus
ATLIN
MINERAL EXPLORATION CORP.
2,677,500
Shares
Common Stock
Prospectus Summary
Name,
Address, and Telephone Number of Registrant
1005-289
Drake Street
Vancouver, British Columbia
Canada, V6B
5Z5
Telephone: (604) 732-1304
The
Offering
And to be Issued
Summary
Financial Information
2005
$
September 21, 2005
(Date of Inception)
to October
31,
2005
$
Risk Factors
Use of Proceeds
Determination
of Offering Price
Dilution
Selling
Shareholders
Plan of Distribution
Penny Stock
Rules
Regulation
M
Legal
Proceedings
Directors, Executive Officers,
Promoters and Control Persons
Biographical
information
Nadwynn
Sing
Significant
Employees and Consultants
Conflicts
of Interest
Audit
Committee Financial Expert
Security Ownership of Certain
Beneficial Owners and Management
President,
Principal Financial Officer,
Principal
Accounting Officer and Director
1005-289 Drake
Street
Vancouver, British Columbia
Canada, V6B 5Z5
and directors as a
group
Description of Securities
General
Common
Stock
Preferred
Stock
Dividend
Policy
Share
Purchase Warrants
Options
Convertible
Securities
Nevada
Anti-Takeover Laws
Interest of Named Experts and
Counsel
Disclosure of Commission
Position of Indemnification for Securities Act Liabilities
Organization Within Last Five
Years
Description of Business
Business
Development
Location
and Means of Access to Our Mineral Claims
Map 1 – Location of AMEC Mineral ClaimsAbout
Our Mineral Claims
Number
Name
(Hectares)
Conditions
to Retain Title to Our Mineral Claims
History of
Atlin and Our Mineral Claims Area
Present
Condition of Our Mineral Claims
Geology of
Our Mineral Claims
Competitive
Conditions
Raw
Materials
Dependence
on Major Customers
Intellectual
Property and Agreements
Government
Approvals and Regulations
Research
and Development Expenditures
Costs and
Effects of Compliance with Environmental Laws
Employees
Reports to
Security Holders
Management's
Discussion and Analysis
Plan
of Operation
Exploration
Plan
Transportation
Purchase Plan
Equipment
Purchase Plan
Consumable
Purchase Plan
Employee
Hiring (Labor) Plan
Sample
Analysis Plan
Phase One
Exploration Cost Review
CDN$
Accounting
and Audit Plan
Risks and
Uncertainties
Functional
Currency
Exploration
Expenses – Canadian GAAP vs US GAAP
SEC Filing
Plan
Results
of Operations
Liquidity
and Capital resources
Off-balance
sheet arrangements
Forward-looking
Statements
Description
of Property
Certain Relationships and
Related Transactions
Market for Common Equity and
Related Stockholder Matters
Market
Information
Rule 144
Shares
Holders of
Our Common Stock
Equity
Compensation Plans
Registration
Rights
Dividends
Executive Compensation
Summary
Compensation Table
and
Principal
Position
Year
Other
Compensation
($)
($)
($)
Annual
Compensation
($)
Stock
Awards
($)
Underlying
Options/SARS
(#)
Payouts
($)
Sing,
President[1]
[2] For the
period from inception on September 21, 2005 to October 31, 2005Stock
Option Grants
Employment
Agreements
Financial
Statements
(An Exploration Stage Company)
October
31, 2005
Atlin Mineral Exploration Corp.
(An
Exploration Stage Company)
(An Exploration Stage Company)
Balance
Sheet
(Expressed in US dollars)
2005
$
6,627,500
shares issued and outstanding
(The accompanying notes are an integral part of these financial statements)
(An Exploration Stage Company)
Statement
of Operations
(Expressed in US dollars)
September 21, 2005
(Date of Inception)
to October
31,
2005
$
(The accompanying notes are an integral part of these financial statements)
(An Exploration Stage Company)
Statement
of Cash Flows
(Expressed in US dollars)
September 21, 2005
(Date of Inception)
to October
31,
2005
$
(The accompanying notes are an integral part of these financial statements)
(An Exploration Stage Company)
Statement
of Stockholders’ Equity
For the Period from September 21,
2005 (Date of Inception) to October 31, 2005
(Expressed in US
dollars)
Stock
#
$
Paid-In
Capital
$
Capital
$
Accumulated
During
the
Exploration
Stage
$
$
(Date of Inception)
mineral property at 0.001/share
at $0.02/share
expenses (Note 3(a))
(The accompanying notes are an integral part of these financial statements)
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2005
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2005
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2005
(An Exploration Stage Company)
Notes to the Financial Statements
October 31, 2005
2005
$
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure
Dealer
Prospectus Delivery Obligation
Part II - Information Not
Required In Prospectus
Indemnification
of Directors and Officers
Exclusion
of Liabilities
Disclosure
of Commission position on Indemnification for Securities Act
Liabilities
Other Expenses of Issuance and
Distribution
Recent Sales of Unregistered
Securities
Exhibits
Undertakings
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 the 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 a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in 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.
Include any additional or changed material information on the plan of distribution.
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.
File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering
For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.
- - 55 -
That, for the purpose of determining liablity under the Securities Act to any purchaser, e ach prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
- - 56 -
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, Province of British Columbia on March 1 0 , 2006 .
Atlin Mineral Exploration Corp.
By:
/s/ Nadwynn Sing
Nadwynn
Sing
Director, President, Principal Financial Officer and
Principal Accounting Officer.
In accordance with the requirements of Securities Act of 1933, this registration statement was signed by the following persons in the capacities and the dates stated:
/s/ Nadwynn Sing
Nadwynn
Sing
Director, President, Principal Financial Officer and
Principal Accounting Officer
March 1 0 , 2006
Exhibit 5.1
OPINION AS TO LEGALITY
March 10, 2006
United
States Securities and Exchange Commission
450 Northwest
Avenue
Washington D.C. 20002
Re: Atlin Mineral Exploration Corp.
Ladies and Gentlemen:
As counsel for the Company, I have examined the Company’s certificate of incorporation, by-laws, and such other corporate records, documents and proceedings and such questions of laws I have deemed relevant for the purpose of this opinion, including but not limited to, Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.
I have also, as counsel for the Company, examined the Registration Statement and amendments (the “Registration Statement") of your Company on Form SB-2, covering the registration under the Securities Act of 1933 of up to 2,677,500 shares (the “Registered Shares”) by existing shareholders of the Company of the Company’s common stock (the “Common Stock”).
My review has also included the form of prospectus for the issuance of such securities (the "Prospectus") filed with the Registration Statement.
On the basis of such examination, I am of the opinion that:
The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Nevada, with corporate power to conduct its business as described in the Registration Statement.
The Company has an authorized capitalization of 75,000,000 shares of Common Stock, $0.001 par value and no shares of Preferred Stock.
All of the Registered Shares are validly issued, fully paid and non-assessable pursuant to the corporate law of the State of Nevada (Chapter 78A of the Nevada Revised Statutes).
The Registered Shares will, when sold, be legally issued, fully paid and non-assessable.
This opinion includes my opinion on Nevada law including the Nevada Constitution, all applicable provisions of Nevada statutes, and reported judicial decisions interpreting those laws.
I hereby consent to the use of my name in the Registration Statement and Prospectus and I also consent to the filing of this opinion as an exhibit thereto.
Very truly yours,
/s/
Joseph I. Emas
JOSEPH I. EMAS, ESQUIRE
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption “Interest of Named Experts and Counsel” and to the use of our report dated November 29, 2005 included in the Registration Statement on Form SB-2 Amendment No. 2 and related Prospectus of Atlin Mineral Exploration Corp. for the registration of shares of its common stock.
/s/ “Manning Elliott LLP”
CHARTERED ACCOUNTANTS
Vancouver, Canada
March 9, 2006
Erik A. Ostensoe, P.
Geo.
4306 West 3rd Avenue,
Vancouver, British
Columbia
Canada V6W 1K8
March 10, 2006
CONSENT OF GEOLOGICAL CONSULTANT
I, Erik A. Ostensoe of Vancouver, British Columbia, Canada, do hereby consent to the use, in the registration statement of Atlin Mineral Exploration Corp. on Form SB-2 Amendment No.2 of my geological report dated November 20, 2005, entitled “Report and Recommendations DM 1-8 and M 1-8 Claims”, and concur with the summary of the information in the report disclosed in the registration statement. I also consent to the reference to me under the heading “Interests of Named Experts and Counsel” in such registration statement.
/s/ Erik A. Ostensoe
Erik A. Ostensoe, P. Geo.
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