<PAGE> 1
As filed with the Securities and Exchange Commission on
_________________________. Registration No. 333-3074.
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
__________________________________
AMENDMENT NO. 2 TO THE
FORM S-1
REGISTRATION STATEMENT
Under The
Securities Act of 1933
__________________________________
TURTLEBACK MOUNTAIN GOLD CO., INC.
__________________________________
(Exact name of Registrant specified in charter)
Arizona 1330 86-0790266
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(State of (Primary Industrial (I.R.S. Employer
Incorporation) Classification Code) Identification #)
528 Fon du Lac Drive
East Peoria, Illinois 61611
Tel: (309) 699-8725
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(Address, including zip code of principal place of business and telephone
number, including area code of Registrant's principal executive offices.)
Conrad C. Lysiak
Attorney and Counselor at Law
West 601 First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1475
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(Name, address, including zip code and telephone number, including area
code of agents for service.)
Approximate date of commencement date or proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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].
The Exhibit Index for this Registration Statement begins on sequential
page number 52.
=======================================================================
<PAGE> 2
<TABLE>
_______________________________________________________________________
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________
<CAPTION>
Title of each Proposed maximum
class of aggregate offering Proposed maximum Amount of
securities to Amount to be price per Share aggregate offering registration
be registered registered [1] price [1] fee [1]
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units consisting of:
Shares of
Common Stock 400,000,000 $ 0.00 $ 0.00 $ 0.00
Class A Warrants
exercisable at $0.01
per Warrant 400,000,000 $ 0.00 $ 0.00 $ 0.00
Class B Warrants
exercisable at $0.02
per Warrant 400,000,000 $ 0.00 $ 0.00 $ 0.00
Shares issuable
upon the exercise
of the Class A
Redeemable
Warrants [2] 400,000,000 $ 0.01 $ 4,000,000 $1,379.31
Shares issuable
upon the exercise
of the Class B
Redeemable
Warrants [2] 400,000,000 $ 0.02 $ 8,000,000 $2,758.62
- -----------------------------------------------------------------------
TOTAL REGISTRATION FEE $12,000,000 $4,137.93
- -----------------------------------------------------------------------
</TABLE>
[1] Estimated solely for the purpose of calculating the registration
fee.
[2] To be issued upon exercise of the Redeemable Warrants.
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
the registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
registration statement shall be come effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
<PAGE> 3 TURTLEBACK MOUNTAIN GOLD CO., INC.
Cross Reference Sheet
Cross reference sheet showing location in Prospectus of information
required by Items of Form S-1.
Item Number
and Caption Location in Prospectus
- -----------------------------------------------------------------------
1. Forepart of the Registration Statement Outside
Front Cover Page of Prospectus . FACING PAGE; CROSS
REFERENCE SHEET; OUTSIDE
FRONT COVER PAGE
2. Inside Front and Outside
Back Cover Pages of Prospectus . INSIDE FRONT COVER PAGE;
OUTSIDE BACK COVER PAGE
3. Summary Information and Risk
Factors . . . . . . PROSPECTUS SUMMARY; RISK
FACTORS; THE COMPANY
4. Use of Proceeds . . . . PROSPECTUS SUMMARY; USE OF
PROCEEDS
5. Determination of Offering Price . OUTSIDE FRONT COVER PAGE;
PLAN OF OFFERING - ESCROW
OF FUNDS
6. Dilution . . . . . . DILUTION
7. Selling Securityholders . . . NOT APPLICABLE
8. Plan of Distribution. . . . INSIDE FRONT COVER PAGE;
PLAN OF OFFERING ESCROW OF
FUNDS
9. Description of Securities
to be Registered . . . . OUTSIDE FRONT COVER PAGE;
CAPITALIZATION -
DESCRIPTION OF SECURITIES;
PLAN OF OFFERING - ESCROW
OF FUNDS
10. Interest of Named Experts
and Counsel . . . . . LEGAL MATTERS; EXPERTS
11a. Description of Business . . . PROSPECTUS SUMMARY;
PROPOSED BUSINESS
11b. Description of Property . . . NOT APPLICABLE
11c. Legal Proceedings . . . . PROPOSED BUSINESS
<PAGE> 4
Item Number
and Caption Location in Prospectus
- -----------------------------------------------------------------------
11d. Market Price, Dividends
and Related Stockholder
Matters . . . . . . PRINCIPAL SHAREHOLDERS;
CAPITALIZATION DESCRIPTION
OF THE SECURITIES
11e. Financial Statements . . . FINANCIAL STATEMENTS
11f. Selected Financial Data . . . SELECTED FINANCIAL DATA
11g. Supplementary Financial
Information . . . . . NOT APPLICABLE
11h. Management's Discussion
and Analysis of Financial
Condition and Results
of Operations . . . . . MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF
OPERATIONS
11i. Disagreements with Accountants . NOT APPLICABLE
11j. Directors and Executive Officers . MANAGEMENT
11k. Executive Compensation . . . MANAGEMENT
11l. Security Ownership of
Certain Beneficial Owners
and Management . . . . . MANAGEMENT
11m. Certain Relationships
and Related Transactions . . . MANAGEMENT
12. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities. . . . . PROPOSED BUSINESS
<PAGE> 5
PROSPECTUS
400,000,000 Units - Maximum
TURTLEBACK MOUNTAIN GOLD CO., INC.
Best Efforts Offering
COMMON STOCK
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK
Prior to this Offering there has been no market for the Company's
securities and there is no assurance that such a market will exist after
the Offering. The number of Units to be exchanged for the mining claims
has been arbitrarily determined and bears no relationship to the assets
or book value of the Company or any other recognized criteria of value.
See "Description of Securities," "Risk Factors," "Dilution" and "Plan of
Offering."
The Company intends to issue up to four hundred million
(400,000,000) Units (the "Units") in exchange for up to 112 - 160 acre
mining claims located in La Paz, Maricopa and Yuma counties, Arizona.
Each Unit consists of one share of Common Stock; one warrant to purchase
one share of Common Stock at an exercise price of $0.01 per warrant (the
"Class A Warrants"); and, one warrant to purchase one share of Common
Stock at an exercise price of $0.02 per warrant (the "Class B Warrants")
(collectively the "Redeemable Warrants"). The Redeemable Warrants may be
redeemed by the Company at anytime by the Company upon thirty (30) days
written notice to the holders thereof at a redemption price of $0.00001
per warrant. The Redeemable Warrants are immediately detachable and
separately tradable. The Redeemable Warrants are exercisable up to five
(5) years from the effective date of the offering.
THIS OFFERING INVOLVES A SPECULATIVE INVESTMENT AND A HIGH DEGREE OF
RISK; A HUGH NUMBER OF SHARES COULD BE OUTSTANDING AT THE CONCLUSION OF
THIS OFFERING; A COMPANY WHICH HAS NO OPERATING HISTORY, AND PART-TIME
MANAGEMENT; THERE ARE NON-ARMS LENGTH TRANSACTIONS WITH AFFILIATES
INVOLVING CONFLICTS OF INTEREST; AND, SHOULD ONLY BE PURCHASED BY THOSE WHO
CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE "RISK FACTORS" AND
"DILUTION."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
This offering is being made on a "best efforts, no minimum and
400,000,000 Units maximum" basis. Mining claims conveyed to the Company
will be immediately recorded in the name of the Company and the Units
described herein will be issued to the claim owner. This offering will
terminate ninety (90) days from the date hereof.
TURTLEBACK MOUNTAIN GOLD CO., INC.
528 Fon du Lac Drive
East Peoria, Illinois 61611
(309) 699-8725
(800) 453-6544
The Date of this Prospectus is _______________________________________.
<PAGE> 6
The securities are being offered by the Company's Officers and
Directors who will receive no commissions or any other form of
remuneration. See "Plan of Offering."
Other expenses in connection with the offering payable by the
Company which are estimated to be $30,200, including filing fees,
printing, legal, blue sky, accounting and other miscellaneous fees. See
"Use of Proceeds."
THE UNITS ARE OFFERED SUBJECT TO PRIOR SALE, ACCEPTANCE OF AN OFFER
TO PURCHASE, AND TO WITHDRAWAL OR CANCELLATION WITHOUT NOTICE. THE
OFFERING CANNOT BE MODIFIED UNLESS AN AMENDED REGISTRATION STATEMENT IS
FILED BY THE COMPANY AND DECLARED EFFECTIVE BY THE SECURITIES AND
EXCHANGE COMMISSION.
ALTHOUGH THE COMPANY IS NOT REQUIRED TO DELIVER AN ANNUAL REPORT TO
SECURITY HOLDERS PURSUANT TO SECTION 14 OF THE SECURITIES EXCHANGE ACT OF
1934 OR ANY STOCK EXCHANGE REQUIREMENTS, THE COMPANY INTENDS TO FURNISH
ITS SHAREHOLDERS ANNUAL REPORTS CONTAINING AUDITED FINANCIAL STATEMENTS
WITH A REPORT THEREON BY ITS INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS AS
WELL AS QUARTERLY REPORTS FOR THE FIRST THREE QUARTERS OF EACH FISCAL
YEAR CONTAINING UNAUDITED FINANCIAL INFORMATION.
UNTIL ________________________, (NINETY DAYS AFTER THE EFFECTIVE
DATE OF THIS PROSPECTUS) ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS
DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
<PAGE> 7
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PROSPECTUS SUMMARY
- -----------------------------------------------------------------------
THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION APPEARING ELSEWHERE IN THIS PROSPECTUS.
The Company TURTLEBACK MOUNTAIN GOLD CO., INC. (the "Company") was
formed on March 22, 1995, to engage in the business of
exploration, and if warranted, development and production,
or the sale of precious minerals. See "Proposed Business."
The Company is in the exploration stage and there is no
assurance that a commercially viable mineralized body exists
in any of the Company's properties.
The Company's offices are located at 528 Fon du Lac Drive,
East Peoria, Illinois 61611. The Company's telephone
number is (309) 699-8725.
The Offering The Company is selling a maximum of 400,000,000 Units.
Each Unit consists of one share of Common Stock; one Class
A Redeemable Warrant; and, one Class B Redeemable Warrant
in exchange for 112 - 160 acre mining claims located in La
Paz, Maricopa and Yuma counties, Arizona. The Units are
being offered on a "best efforts, no minimum - maximum"
basis. See "Description of Securities."
<TABLE>
<CAPTION>
Minimum Maximum
<S> <C> <C>
Units being Offered . . -0- [1] 400,000,000 [1]
Shares Outstanding . . 498,000,000 498,000,000
Shares to be Outstanding . 498,000,000 898,000,000
</TABLE>
[1] Does not include 800,000,000 shares reserved for issuance upon the
exercise of the Class A and Class B Redeemable Warrants. In the
event that some or all of the 800,000,000 additional shares are
issued through the exercise of the Redeemable Warrants, of which
there can be no assurance, the public investors' share would
increase while the private investors shares would decrease.
Use of Proceeds
The proceeds from this offering will consist of up to 112
- 160 acre mining claims located in La Paz, Maricopa and
Yuma counties, Arizona.
<PAGE> 8
Risk Factors Investment in the Company should be considered highly
speculative, start-up and unproven. There could be a huge
number of shares outstanding at the conclusion of this
offering. There are non-arms length transactions with
affiliates involving conflicts of interest. Purchasers of
the Units will incur immediate and substantial dilution in
the net tangible book value of the shares. There is a lack
of public market for the Company's securities and the price
at which the Company's securities are being offered to the
public has been arbitrarily determined by the Company.
Substantial offering expenses will be incurred by the
Company in connection with this offering and the Company
does not anticipate paying any dividends on its Common
Stock. See "Risk Factors."
Selected Financial Information
The Company is a start up company and has no operating
history. The Company was only recently formed and has no
revenues and earnings from operations. There is no
assurance that the Company will ever have material
revenues or that its operations will be profitable. The
following financial data summarizes certain information
concerning the Company based upon the financial statements
and notes, thereto, contained in this Prospectus. See
"Financial Statements."
<TABLE>
<CAPTION>
Balance Sheet as of March 31, 1996:
<S> <C>
Assets
Current Assets . . . . . . . . $ 2,702
Total Assets . . . . . . . . . $ 50,725
Liabilities and Stockholders' Equity
Current Liabilities . . . . . . . $ 4,845
Stockholders' Equity . . . . . . $ 45,880
Total Liabilities
& Stockholders' Equity . . . . . . $ 50,725
Net Tangible Book Value Per Share . . . . . $ 0.000022
</TABLE>
<PAGE> 9
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THE COMPANY
- -----------------------------------------------------------------------
The Company was incorporated in the state of Arizona on March 22,
1995 for the purpose of acquiring, exploring, developing and producing
gold from thirty-seven (37) claims located in La Paz, Maricopa and Yuma
counties, Arizona. Since organization of the Company, its activities
have been limited to organizational matters, the sale of shares to the
present shareholders, the preparation of this offering, and preparation
for the commencement of operations; and the acquisition of eight (8)
mining claims.
There are no agreements or understandings to acquire the mining
claims for the possible exchange of stock described in this prospectus.
Upon organization, the Company sold an aggregate of 498,000,000
shares of its Common Stock to nineteen (19) persons and two (2)
corporations for an average price of $0.00009 per share or an aggregate
of $44,450 in cash and mining claims. See "Principal Shareholders."
The Company's offices are presently located at 528 Fon du Lac Drive,
Richmond, East Peoria, Illinois 61611. The Company's telephone number is
(309) 699-8725.
- ----------------------------------------------------------------------
RISK FACTORS
- ----------------------------------------------------------------------
THE SECURITIES BEING OFFERED INVOLVE A HIGH DEGREE OF RISK AND,
THEREFORE, SHOULD BE CONSIDERED EXTREMELY SPECULATIVE. THEY SHOULD NOT
BE PURCHASED BY PERSONS WHO CANNOT AFFORD THE POSSIBILITY OF THE LOSS OF
THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD READ THE ENTIRE
PROSPECTUS AND CAREFULLY CONSIDER, AMONG THE OTHER FACTORS AND FINANCIAL
DATA DESCRIBED HEREIN, AND THE FOLLOWING RISK FACTORS:
1. Exploration Stage Mining Company with No History of Operation.
At the date of this Prospectus, the Company is in its exploration stage,
has no operating history and is subject to all the risks inherent in a
new business enterprise. The likelihood of success of the Company must
be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with a new
business, and the competitive and regulatory environment in which the
Company will operate. See "Proposed Business."
2. Huge Number of Shares Issued at Conclusion of Offering. At the
conclusion of this offering, there could be outstanding over 1.6 billion
shares of common stock, assuming the exercise of all of the Class A and
Class B Redeemable Warrants. Because of the huge number of shares that
could be outstanding, it is likely that the market price, in the event a
market for the shares develops, which there is no assurance, will be low
and it is anticipated that the price of the shares will remain low. In
addition it is anticipated that earnings per share will be minuscule.
<PAGE> 10
Again, because of the huge number of shares that may be outstanding at
the conclusion of the offering, existing shareholders will be
substantially diluted. See "Plan of Offering" and "Dilution."
3. No Commercially Mineable Ore Body. No commercially mineable ore
body has been delineated on the properties, nor have any reserves been
identified. See "Proposed Business."
4. Risks Inherent in the Mining Industry. The Company is subject
to all of the risks inherent in the mining industry including, without
limitation, the following: competition from a large number of companies,
many of which are significantly larger than the Company, in the
acquisition, exploration, and development of mining properties; in order
to maintain possessory title to unpatented mining claims after
discovery of valuable mineral deposits, the claim holder must pay fees;
exploration for minerals is highly speculative and involves substantial
risks, even when conducted on properties known to contain significant
quantities of mineralization, and most exploration projects do not result
in the discovery of commercially mineable deposits of ore; operations are
subject to a variety of existing laws and regulations relating to
exploration and development, permitting procedures, safety precautions,
property reclamation, employee health and safety, air quality standards,
pollution and other environmental protection controls; a large number of
factors beyond the control of the Company, including fluctuations in
gold, silver, or other mineral prices, inflation, and other economic
conditions, will affect the economic feasibility of mining of precious
metals, particularly gold and silver; mining activities are subject to
substantial operating hazards some of which are not insurable or may not
be insured due to economic considerations; the availability of water,
which is essential to milling operations; and, interruptions caused by
adverse weather conditions.
5. Need for Additional Capital. The ability of the Company to
ultimately conclude the exploration of its properties will depend upon
its ability to raise additional capital or to enter into arrangements for
such purposes with third parties. There can be no assurance that
additional financing will not be required sooner than presently
projected. There also can be no assurance that additional capital or
other types of financing will be available when needed or that, if
available, the terms of such financing will be commercially acceptable to
the Company.
6. Nature of the Industry. Exploration, development and mining of
mineral properties is highly speculative and involves unique and greater
risks than are generally associated with other businesses. The Company's
operations will be subject to all the operating hazards and risks
normally incident to the exploration, development and mining of mineral
properties, including risks enumerated above and below.
<PAGE> 11
7. Fluctuating price for gold. The Company's operations will be
greatly influenced by the price of gold. Gold prices fluctuate widely
and are affected by numerous factors beyond the Company's control,
including expectations for inflation, the strength of the United State
dollar, global and regional demand and political and economic conditions
and production costs in major gold producing regions of the world.
8. Unpatented Claims. The Company holds unpatented mining claims,
which are possessory only and are held by right of location. These
claims are subject to inherent hazards of non-recorded risks. Unpatented
mining claims are subject to title hazards, and require payment of fees.
See "Proposed Business - Unpatented Claims."
9. Environmental Controls. Compliance with statutory environmental
quality requirements may necessitate significant capital outlays, may
materially affect the earning power of the Company, or may cause material
changes in the Company's intended activities. No assurance can be given
that environmental standards imposed by either federal or state
governments will not be changed or become more stringent, thereby
possibly materially adversely affecting the proposed activities of the
Company.
10. Governmental Regulation and Environmental Controls. The
Company's activities are subject to extensive federal, state, county and
local laws and regulations controlling not only the exploration for and
development of mineral properties, but also the possible effect of such
activities upon the environment. See "Risk Factor - Environmental
Controls." In its mining operations, the Company will use certain
equipment which will subject the Company to federal and state safety and
health regulations. While the Company intends to act in compliance with
all such regulations, any adverse ruling under any regulations, any
imposition of a fine, or any imposition of more stringent regulations
could require the Company to make additional capital expenditures that
could impair its operations. The United State Congress is currently
considering changes to the General Mining Laws of 1872. The exact nature
and extent of any changes are unknown at this time, but it is anticipated
that there may be changes affecting the cost of acquiring patented mining
claims and the assessment work required to hold unpatented claims.
11. No Dividends. The Company has paid no dividends since its
inception and does not intend to pay any dividends in the foreseeable
future. Instead, the Company intends to retain all earnings, if any, for
use in its business operations.
12. Preferred Shares Authorized. Although the Company does not
presently intend to issue preferred shares, the holders of preferred
shares, if and when issued, would more that likely, have rights superior
to those of common shareholders. Any issuance of preferred shares would
dilute the interest of the common shareholders.
<PAGE> 12
13. Reliance Upon Directors and Officers. The Company is wholly
dependent, at the present, upon the personal efforts and abilities of its
Officers who will exercise control over the day to day affairs of the
Company, and upon its Directors, most of whom are engaged in other
activities and will devote limited time to the Company's activities, upon
completion of this offering. The President and Treasurer will devote 25%
of his time to the operation of the day to day affairs of the Company,
the Vice President will devote 25% his time to the operation of the day
to day affairs to the Company, and the Secretary will devote 25% of his
time to the operation of the day to day affairs to the Company. There can
be no assurance as to the volume of business, if any, which the Company may
succeed in obtaining, nor that its proposed operations will prove to be
profitable. See "Proposed Business" and "Management."
14. Issuance of Additional Shares. Approximately 1,302,000,000
shares of Common Stock or 43% of the 3,000,000,000 authorized shares of
Common Stock of the Company will remain unissued even if all shares
offered hereby are sold and the Redeemable Warrants are exercised. The
Board of Directors has the power to issue such shares, subject to
shareholder approval, in some instances. Although the Company presently
has no commitments, contracts or intentions to issue any additional
shares to other persons, the Company may in the future attempt to issue
shares to acquire equipment or services, or for other corporate purposes.
Any additional issuance by the Company following the offering, from its
authorized but unissued shares, would have the effect of further diluting
the interest of investors in this offering. See "Description of
Securities - Shares Eligible for Future Sale."
15. Non-Arms's Length Transaction. The number of shares of Common
Stock issued to present shareholders of the Company for cash and property
was arbitrarily determined and may not be considered the product of arm's
length transactions. See "Principal Shareholders."
16. Indemnification of Officers and Directors for Securities
Liabilities. The Articles of Incorporation of the Company provide that
the Company may indemnify any Director, Officer, agent and/or employee as
to those liabilities and on those terms and conditions as are specified
in the Arizona Business Corporation Act. Further, the Company may
purchase and maintain insurance on behalf of any such persons whether or
not the corporation would have the power to indemnify such person against
the liability insured against. The foregoing could result in substantial
expenditures by the Company and prevent any recovery from such Officers,
Directors, agents and employees for losses incurred by the Company as a
result of their actions. Further, the Company has been advised that in the
opinion of the Securities and Exchange Commission, indemnification is
against public policy as expressed in the Securities Act of 1933, as
amended, and is, therefore, unenforceable.
<PAGE> 13
17. Competition. The Company believes that it will have
competitors and potential competitors, many of whom may have considerably
greater financial and other resources than the Company. See "Proposed
Business - Competition."
18. Lack of Public Market for Securities. At present, no market
exists for the Company's securities and there is no assurance that a
regular trading market will develop at the conclusion of this offering
or, if developed, that it will be sustained. A purchaser of Units may,
therefore, be unable to resell the securities offered herein should he or
she desire to do so. Furthermore, it is unlikely that a lending
institution will accept the Company's securities as pledged collateral
for loans unless a regular trading market develops. See "Plan of
Offering."
19. Cumulative Voting, Preemptive Rights and Control. There are no
preemptive rights in connection with the Company's Common Stock. The
shareholders purchasing in this offering may be further diluted in their
percentage ownership of the Company in the event additional shares are
issued by the Company in the future. Cumulative voting in the election
of Directors is not provided for. Accordingly, the holders of a majority
of the shares of Common Stock, present in person or by proxy, will be
able to elect all of the Company's Board of Directors. See "Description
of the Securities."
20. Potential Future Sales Pursuant to Rule 144. All of the
Company's shares of Common Stock presently issued and outstanding
(498,000,000 shares were sold as of March 31, 1995), are "Restricted
Securities" as that term is defined in Rule 144 promulgated under the
Securities Act of 1933, as amended. In general, under Rule 144, a person
(or persons whose shares are aggregated) who has satisfied a two year
holding period, may sell within any three month period, an amount which
does not exceed the greater of 1% of the then outstanding shares of
Common Stock or the average weekly trading volume during the four
calendar weeks prior to such sale. Rule 144 also permits the sale of
shares, under certain circumstances, without any quantity limitation, by
persons who are not affiliates of the Company and who have beneficially
owned the shares for a minimum period of three (3) years. Hence, the
possible sale of these restricted shares may, in the future dilute an
investors percentage of free-trading shares and may have a depressive
effect on the price of the Company's securities and such sales, if
substantial, might also adversely effect the Company's ability to raise
additional equity capital. See "Description of Securities - Shares
Eligible for Future Sale."
<PAGE> 14
21. No Marketmaker. Even if the Company is successful in selling
the Units offered hereunder, there is no assurance the Company's
securities will be traded in the Bulletin Board operated by the National
Association of Securities Dealers, Inc. (the "NASD"). The Company has no
agreement with any member of the NASD to act as a marketmaker for the
Company's securities. Although management intends to contact several
broker/dealers concerning their possible participation as marketmakers in
the Company's securities following the conclusion of this offering, there
is no assurance management will be successful in obtaining a marketmaker.
If the Company is unsuccessful in obtaining one or more marketmakers, the
trading level and/or price of the Company's securities will be materially
adversely affected. See "Plan of Offering."
22. Possibility of Defective Title. The Company's interests in the
properties are and will be in the form of unpatented mining claims
acquired from third parties. The validity of all unpatented mining
claims is dependent upon inherent uncertainties and conditions. These
uncertainties related to such non-recorded facts as the sufficiency of
the discovery of minerals, proper posting and marking of boundaries,
whether the minerals discovered were properly locatable as a lode claim
or a placer claim as appropriate, whether sufficient annual assessment
work has been performed since location as required by law, and possible
conflicts with other claims not determinable from description of record.
In the absence of a discovery of valuable minerals, a mining claims is
open to location by others unless the owner is in actual possession of
and diligently working the claim.
23. Availability of Water Shortages of Supplies and Materials.
Water is essential in all phases of the exploration for and development
of mineral properties. It is used in such processes as exploration,
drilling, leaching, placer mining, dredging, testing, and hydraulic
mining. Water is known to be in short supply throughout the area where
the Company intends to concentrate its mining activities. Furthermore,
any water that may be found will be subject to acquisition pursuant to
local, state federal water quality standards. The Company has not
determined the availability of water, and has not determined the cost of
compliance with any water quality restrictions. Both the lack of
available water and the cost of complying with water quality regulations
may make an otherwise viable project economically impossible to complete.
The mineral industry has experienced from time to time shortages of
certain supplies and materials necessary in the exploration for an
evaluation of mineral deposits. The prices at which such supplies and
materials are available have also greatly increased. There is a
possibility that planned operations may be subject to delays due to such
shortages and that further price escalations will increase the costs of
the Company.
<PAGE> 15
FOR ALL OF THE AFORESAID REASONS AND OTHERS SET FORTH HEREIN, THE
PURCHASE OF THE UNITS OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. ANY
PERSON CONSIDERING AN INVESTMENT IN THE UNITS OFFERED HEREBY SHOULD BE
AWARE OF THESE AND OTHER FACTORS SET FORTH IN THIS PROSPECTUS. THE UNITS
SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO ABSORB A TOTAL LOSS
OF THEIR INVESTMENT IN THE COMPANY AND HAVE NO NEED FOR A RETURN ON THEIR
INVESTMENT.
- -----------------------------------------------------------------------
USE OF PROCEEDS
- -----------------------------------------------------------------------
Proceeds from this offering will consist of unpatented mining
claims. No money is being raised from the distribution of the Units.
- -----------------------------------------------------------------------
DILUTION
- -----------------------------------------------------------------------
As of March 31, 1996, the Company has 498,000,000 shares of
Common Stock outstanding with a net tangible book value of approximately
$0.000022 per share which were issued in return for $44,450.00 in cash and
property. All of such shares of Common Stock are "Restricted Securities"
within the meaning of Rule 144 under the Securities Act of 1933 as
amended.
Assuming the sale by the Company of all offered Units (400,000,000)
and assuming no other changes to the Company's financial position, the
net tangible book value of the Company would be $14,857 or approximately
$0.000017 per share. This represents an immediate dilution of $-0- per
share to new investors and an immediate increase in the net tangible book
value of shares held by present shareholders of $-0- per share.
Assuming the sale by the Company of only 200,000,000 Units, and
assuming no other changes to the Company's financial position, the net
tangible book value of the Company would be $12,857 or approximately
$0.000018 per share. This represents an immediate dilution of $-0- per
share to new investors and an immediate increase in the net tangible book
value of shares held by present shareholders of $-0- per share.
"Net tangible book value" is the amount that results from
subtracting the total liabilities, deferred costs, and intangible assets
of the Company from its total assets. "Dilution" is the difference
between the public offering price and the net tangible book value of the
shares immediately after the offering. Additionally, dilution is
calculated based on book value of the Company's assets, which may not
necessarily reflect the actual market value of such assets.
<PAGE> 16
The following table illustrates the per share dilution:
<TABLE>
<CAPTION>
Assuming All Assuming 200,000,000
Units Sold[3][4] Units Sold[3][4]
<S> <C> <C>
Public offering price
per Unit [1] . $ 0.00001 $ 0.00001
Net tangible book value
per share before
offering [2] . . $ 0.000022 $ 0.000022
Increase per share
attributable to
existing investors $ -0- $ -0-
Net tangible book
value per share
after offering . $ 0.000017 $ 0.000018
Dilution of net
tangible book
value per share to
new investors . $ -0- $ -0-
</TABLE>
[1] Offering price before deduction of offering expenses.
[2] Determined by dividing the number of shares of Common Stock
outstanding into the net tangible book value of the Company.
[3] Does not give effect to the issuance of up to 800,000,000 shares
reserved for issuance upon the exercise of the Redeemable Warrants.
[4] All calculations are on a per share basis.
- -----------------------------------------------------------------------
CAPITALIZATION
- -----------------------------------------------------------------------
The following table sets forth the capitalization of the Company as
of March 31, 1996, as adjusted to reflect the sale of no Units, one-half of
the Units (200,000,000), and all of the Units (400,000,000).
This table should be reviewed in conjunction with the financial
statements of the Company and the notes thereto included elsewhere in
this Prospectus. See "Financial Statements."
<PAGE> 17
<TABLE>
<CAPTION>
March 31, 1996
------------------------------------------------
As Adjusted [1] As Adjusted [1]
For Sale 200,000,000 For Sale 400,000,000
Actual Units Pro Forma Units Pro Forma
<S> <C> <C> <C>
Stockholder's Equity:
Common Stock - no
par value [2]
3,000,000,000 shares
authorized
498,000,000 shares
outstanding $ 4,980
698,000,000 shares
outstanding (1/2 Units) $ 6,980
898,000,000 shares
outstanding $ 8,980
(Maximum)
Paid-In
Capital $ 51,020 $ 51,020 $ 51,020
Retained Earnings
(Deficit) $ <10,120> $ <10,120> $ <10,120>
TOTAL STOCKHOLDERS'
EQUITY $ 45,880 $ 47,880 $ 49,880
TOTAL $ 45,880 $ 47,880 $ 49,880
CAPITALIZATION
</TABLE>
[1] Does not include the shares (800,000,000) reserved for issuance upon
the possible exercise of the Redeemable Warrants.
- -----------------------------------------------------------------------
SELECTED FINANCIAL DATA
- -----------------------------------------------------------------------
The selected financial data presented below has been derived from
the financial statements of the Company, which financial statements have
been examined by Robert Moe & Associates, P. S., independent public
accountants, as indicated in their report included elsewhere herein. The
information below should be read in conjunction with the Company's
Financial Statements and the notes thereto, and "Management's Discussion
and Analysis of Financial Condition and Results of Operations." For the
reasons set forth in the "Prospectus Summary - Risk Factors" the
information shown below may not be indicative of the Company's future
results of operations.
<PAGE> 18
<TABLE>
<CAPTION>
From Inception on
August 22, 1995
Through
March 31, 1996
<S> <C>
Income . . . . $ 203
Operating Expenses . . $ 10,120
Net Income (loss) . . $ <10,120>
Net Income per Share . NIL
Balance Sheet Data:
Working Capital (deficit) $ 2,143
Total Assets . . . $ 50,725
Long-term Debt . . $ -0-
Stockholders' equity . $ 45,880
</TABLE>
- -----------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- -----------------------------------------------------------------------
Results of Operations - Inception (March 22, 1995) through March 31,
1996.
The Company is considered to be in the development stage as defined
in the Statement of Financial Accounting Standards No. 7. There have
been no operations since incorporation.
Liquidity and Capital Resources.
The Company sold 498,000,000 shares of its Common Stock to nineteen
persons and two corporations for $44,450 in cash and property. The cash
and property has been used for organizational matters and preparation of
the prospectus. The Company has no operating history and no material
assets.
The Company must obtain additional capital in order to fully develop
its existing claims and the claims acquired in this offering. The
Company intends to raise additional capital in the future through loans
or the sale of common stock. There is no assurance that the Company will
be able to raise such additional capital and in the event the Company is
unable to raise such additional capital, the Company may have to
substantially curtail its operations or entirely cease operations.
<PAGE> 19
- -----------------------------------------------------------------------
DIVIDEND POLICY
- -----------------------------------------------------------------------
The Company has never paid a cash dividend on its Common Stock and
does not expect to pay a cash dividend in the foreseeable future, but
intends to devote all funds to the operations of its business. See "Risk
Factors - No Dividends Anticipated."
- -----------------------------------------------------------------------
PROPOSED BUSINESS
- -----------------------------------------------------------------------
Turtleback Mountain Gold Co., Inc. (the "Company") was formed on
March 22, 1995, to engage in the business of identification, acquisition,
exploration and, if warranted, development of mineral properties and the
production of minerals therefrom. The mineralization of main exploratory
interest is gold. No reserves have been delineated on the property, and
to date the Company has not identified a commercially minable ore body.
The Company currently owns the right to eight claims. See "Maps."
Upon the completion of this offering the Company plans to begin
exploration on the claims acquired as a result of issuance of stock in
this offering. The Company may not begin exploratory work on claims that
it does not own. The Company does not believe there will be any adverse
effect upon the Company or its shareholders in the event of limited
participation in the offering. The Company believes that the claims
which it seeks to acquire may contain valuable ore deposits, however,
there is no assurance that they in fact do. In the event a claim is
exchanged for shares of common stock and a claim proves worthless, the
person or persons transferring the claims to the Company will be entitled
to retain his or her shares of common stock issued in this offering.
The Company intends to issue 400,000,000 Units for the 112 claims.
The number of shares to be issued is based on the amount of acreage owned
by a claimant. The Company intends to issue approximately 22,422 Units
for each acre exchanged. The foregoing number of Units has been
arbitrarily determined by the Company and bears no relationship to the
value of the claim.
Each person or persons desiring to sell a claim will prepare an
assignment of the claim and deliver the same to the Company. The Company
will retain the claim until the conclusion of the offering, at which time
it will issue the Units. The Company reserves the right to reject and
any claim it desires. The Company will not, under any circumstances
enter on to the claim until the offering has been concluded and the Units
issued to the claimants.
<PAGE> 20
The Company's management believes that exploration is warranted as
indicated by current geology reports. Management's belief is predicated
upon the report dated October 1986 prepared by William T. Marsten, P.E.,
deceased, which indicates that there are economically recoverable
quantities of gold in the ore. However, there can be no assurance the
occurrence, grade and quantity of gold or other precious metal
mineralization will satisfy the cost of recovery. Currently, there are no
known mineral deposits of economic significance on any of the Company's
properties. Nevertheless, according to the Company's geological report,
each of the claims demonstrate mineralization features related to possible
deposits of gold or other precious metals sufficient to merit further
exploration. To date, the Company has not established any marketing plans
or concluded any mineral reserves which may be located on the Company's
claims.
Property Location, Description and Access.
The claims are located in La Paz, Maricopa and Yuma counties,
Arizona. Parker is the county seat for La Paz County, Phoenix is the
county seat for Maricopa County and Yuma is the county seat for Yuma
County.
Title - Unpatented Claims.
The Company owns or holds unpatented mining claims. The unpatented
mining claims are possessory only and are held by right of location.
Management believes that all of its unpatented claims are properly staked
and recorded, and that it has the right to possession of them, and the
right to remove minerals therefrom. Unpatented mining claims require the
expenditure of $100 each per year to their benefit. All of the required
expenditures and assessment work on the Company's property has been
accomplished. The claims have been properly recorded at the Bureau of
Land Management, and with the various county recorders, in compliance
with federal and state filing requirements.
History.
To date there has been no exploration on the claims.
Geology.
The sites lie within the Basin and Range province of Southwest
Arizona. Each site is in the flat lying, gently sloping and relatively
uncut area between and a long the adjacent mountains.
SEE MAP FILED PREVIOUSLY.
The sites are covered (or filled) by basin fill that is recent to
Pleistocene in age. The source areas for the basin fill are the
surrounding ranges of hills and mountains. The basin fill is composed of
unconsolidated gravel, sand, silt, clays, and possibly some glacial till
and debris. The silt and clays are water deposited although there is
<PAGE> 21
evidence that some of the silty sand may be air-borne and deposited. The
gravel may or may not be water worn-usually the top or upper layers of
coarser material are angular indicating that this material has not
travelled far from its in-situ location.
Other Properties.
Management may enter into new mining ventures with joint venturers,
partners or other third parties. Such arrangements may be multi-party
ventures to which the Company will contribute stock, cash and/or mineral
interests. In such arrangements, the Company's participation in revenues
and profits, if any, will be reduced. At this time, the Company has no
agreement or understanding with any third parties for the formation of a
joint mining operation.
In determining the suitability of any property as a prospective
acquisition, factors to be considered by the Company will include, but
not be limited to, the following: (a) whether the asking price is
competitive and permits possible appreciation in value; (b) condition of
title; (c) whether the geological features of the property indicate the
probable likelihood of gold mineralization of a commercial grade that is
of sufficient quantity to justify further exploration and development;
(d) time and expenses which will be involved in the exploration and
development of the property; and, (e) procedure for exploration and
development (individually or joint venture).
Management, together with such professional advisors which the
Company deems appropriate, will investigate prospective properties
through on-site examination, reviewing available geologic reports or
publications relating to the property, and a general field reconnaissance
to secure preliminary information regarding characteristics of the
property. If, from such preliminary reviews, management deems it
advisable to further investigate the property, the Company may determine
the condition of title and ownership by using abstractors or title
companies, and may obtain a preliminary feasibility study by one or more
geologists, mining engineers, or accountants. If, after the foregoing
preliminary investigation, management determines that the property does
not meet the Company's acquisition criteria, efforts to acquire the
property would be abandoned, in which case costs incurred in conducting
the investigation would not be recoverable. In the event the property is
abandoned, the Company intends to reallocate the unexpended proceeds for
the acquisition and/or exploration of other prospects.
Exploration.
Since the claims are without known proven or probable reserves. The
Company proposes to investigate and explore the possibility of high grade
minerals in phases of exploratory work:
<PAGE> 22
Phase 1. Phase 1 exploratory work would entail conducting a survey
to determine if the minerals lie within claim boundaries as staked by the
Company. The Company estimates that the cost of Phase 1, assuming all of
the claims are acquired, will be $11,000.
Phase 2. Conduct drilling exploratory work only if the data from
Phase 1 exploratory work indicates a high probability of success in Phase 2
exploratory work. The Company estimates that the cost of Phase 2, assuming
all of the claims are acquired, will be $120,000.
Subsequent Phases. Subsequent Phases are intended to determine if the
minerals are commercially viable. Costs of Subsequent Phases are unknown
and may require additional financing by the Company Subsequent Phases would
be heavily dependent on Management's opinion and evaluation of the success
of Phases 1 and 2 above.
The foregoing are only estimates and should not be relied upon be
subscribers to this offering. Costs may vary depending upon unknown
events which have impact upon exploration and development of the claims.
The Company anticipates paying the costs of such exploration from
funds advanced by the officers and directors of the Company in exchange
for promissory notes. There is no assurance, however, that adequate
funds will be available to complete the exploration of the claims. In
the event adequate funds are not available to complete the exploration of
the Claims an investor could loose his/her entire investment. See "Risk
Factors - Need for Additional Capital."
Environmental Controls.
Mining and processing operations and exploration activities are
subject to various federal, state and local laws and regulations relating
to the protection of the environment. These laws mandate, among other
things, the maintenance of air and water quality standards, and the
preservation of certain archeological sites. These laws also set forth
limitations on the generation, transportation, storage and disposal of
solid and hazardous waste.
Compliance with statutory environmental quality requirements may:
necessitate significant capital outlays; materially affect the earning
power of the Company; or may cause material changes in the Company's
intended activities. No assurance can be given that environmental
standards imposed by either federal or state governments will not be
changed or become more stringent, thereby possibly materially adversely
affecting the proposed activities of the Company.
<PAGE> 23
Competition and Markets.
The Company faces extensive competition in the acquisition of
properties suitable for the exploration and development of gold and other
precious metals. Many of the Company competitors have greater financial
resources and more extensive operating histories that the Company. There
is no assurance the Company will be able to begin exploration work which
result in the discovery of commercially producible quantities of gold or
other previous metals. In addition, there is no assurance that the
Company's property interests can be economically maintained.
The exploration and development of mineral properties, and the
marketing of minerals, are affected by a number of facts which are beyond
the Company's control. These factors include fluctuations in the market
price of gold and previous minerals, availability of adequate
transportation, marketing of competitive minerals, prices of fuels and
fluctuating supply and demand for minerals.
Offices.
The Company's headquarters and executive offices are located at 528
Fon du Lac Drive, East Peoria, Illinois 61611 and the telephone number is
(309) 699-8725. The Company uses approximately 100 square feet of space
at the aforementioned address rent free.
Employees.
In addition to the retention of its Officers, the Company does not
currently employ any full time or part-time employees. The Company
anticipates adding employees as needed in the future.
- -----------------------------------------------------------------------
MANAGEMENT
- -----------------------------------------------------------------------
The following table sets forth the name, age and position of each
Officer and Director of the Company:
NAME AGE POSITION
Robert M. Brown 57 President and a member of the
Board of Directors
Dale L. Runyon 69 Secretary/Treasurer, Chief Financial
Officer and a member of the Board of Directors
All Directors and Executive Officers of the Company have served
since March 22, 1995, and will serve for one year or until their
respective successors are elected and qualified. No compensation has
been paid or accrued to any Officer or Director to date. All officers
currently devote part-time to the operation of the Company.
<PAGE> 24
Officers and Directors of the Company:
Robert M. Brown - President and a member of the Board of Directors
Mr. Brown is a founder of the Company. Since the Company's
inception, he has been the President, and a member of the Board of
Directors. Since 1985, Mr. Brown has been a member of the Board of
Directors of H.W.W. Foundation, a Colorado corporation, involved in the
business of family investments. Mr. Brown received a B.A. from DePauw
University, Greencastle, Indiana.
Dale L. Runyon - Secretary/Treasurer, Chief Financial Officer and a
member of the Board of Directors.
Mr. Runyon is a founder of the Company. Since the Company's
inception, he has been the Secretary/Treasurer, Chief Financial Officer
and a member of the Board of Directors. Since 1978, Mr. Runyon has been
a business consultant in the mining industry. As a consultant, he
assists companies with economic analysis of potential mining properties
and, in general, supervises "turnkey projects" from start to finish.
Since 1986, Mr. Runyon has been the Chairman of the Board and Chief
Executive Officer of Phoenix International Mining, Inc., a Nevada
corporation. Since 1987, Mr. Runyon has been the Chairman of the Board
and Chief Executive Officer of Maxam International Corp., an Utah
corporation, involved in the business of mining. Mr. Runyon received a
B.A. from Knox College and is a retired Colonel in the United States
Army.
Conflicts of Interest.
All Officers, Directors and consultants have other part-time
employment. See "Management - Officers and Directors of the Company."
Indemnification.
The Company's Articles of Incorporation provide that the Company's
directors and officers will be indemnified to the fullest extent
permitted by the Arizona Corporation Code, however, such indemnification
shall not apply to acts of intentional misconduct; a knowing violation of
law; or, any transaction where an officer or director personally received
a benefit in money, property, or services to which to the director was
not legally entitled.
The Company has been advised that in the opinion of the Securities
and Exchange Commission indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.
<PAGE> 25
- -----------------------------------------------------------------------
CERTAIN TRANSACTIONS
- -----------------------------------------------------------------------
On March 31, 1995, the Company issued 498,000,000 shares of Common
Stock to nineteen persons in exchange for $44,450 in cash and property.
The foregoing includes shares issued to its officers and directors or
affiliates thereof. See "Principal Shareholders."
The following is table reflects the name of each officer and
director and their affiliates, the amount of cash contributed by each and
in the case of the 8-160 acre claims contributed by the Lost Horse Peak
A Trust and the Phoenix International Mining, Inc., the dollar value
assigned to the claims. The dollar value assigned to each claim was
arbitrarily determined by the Company and claimant, and bears no
relationship to the value of the claim.
<TABLE>
<CAPTION>
Amount of
Shares Consideration Date of
Name of Owner Acquired Cash/Other Sale
- -----------------------------------------------------------------------
<S> <C> <C> <C>
William Brown 3,000,000 $ 3,000.000 2/13/95
H. W. W. Foundation 1,000,000 $ 1,000.000 3/25/95
Lost Horse Peak,
A Trust 210,000,000 4-160 acre 02/21/95
mining claims
Phoenix International
Mining, Inc. 100,000,000 4 - 160 acre 02/21/95
mining claims
Uranco Trust #5 145,000,000 $ 1,450.00 01/06/95
</TABLE>
Dale Runyon, the Company's Secretary/Treasurer, Chief Financial
Officer and a member of the Board of Directors is the Trustee of the
Uranco Trust #5; and affiliate and a Director of Phoenix International
Mining, Inc.; and a Trustee of Lost Horse Peak A Trust. Further, Robert
M. Brown, the Company's President and a member of the Board of Directors
is a member of the Board of Directors of H.W.W. Foundation, a foundation
which holds title to investments made by the Brown family.
The transactions with the Lost Horse Peak A Trust and Phoenix
International Mining, Inc. were arbitrarily decided by the Company and
the respective party and were not at arms-length and were more favorable
to those entities and less favorable to the Company than in an arm's
length transaction with unaffiliated third parties.
<PAGE> 26
To date, there have not been any transactions between the Company
and its Officers, Directors, principal shareholders or affiliates other
than as set forth above. If such transactions occur in the future, they
will be on terms no less favorable to the Company than could be obtained
from unaffiliated parties.
- -----------------------------------------------------------------------
MANAGEMENT REMUNERATION
- -----------------------------------------------------------------------
No compensation has been paid or accrued to any Officer or Director
to date. Upon the completion of this offering the initiation of
operation, the generation of revenues, the Company will pay salaries to
its officers. At the present time there are no plans or agreement
relating to the amount of salaries to be paid.
The Company has plans to create retirement, pension, profit sharing,
insurance and medical reimbursement plans covering its Officers and
Directors, in the future. At the present time, no such plans exist. No
advances have been made or are contemplated by the Company to any of its
Officers or Directors.
- -----------------------------------------------------------------------
PRINCIPAL SHAREHOLDERS
- -----------------------------------------------------------------------
The following table sets forth, as of the effective date of this
offering, the outstanding Common Stock of the Company owned of record or
beneficially by each person who owned of record, or was known by the
Company to own beneficially, more than 5% of the Company's Common Stock,
and the name and shareholdings of each Officer and Director and all
Officers and Directors as a group.
Purchase of Stock at Organization.
In connection with organizing the Company, nineteen persons
including its Officers and Directors, paid an aggregate of $44,450 in
cash and property to purchase a total of 498,000,000 shares of the Common
Stock of the Company, at an average sales price of $0.00003 per share.
These transactions were not the result of arms' length negotiation. See
"Risk Factors - Non-arms' Length Transactions."
All of the shares of Common Stock presently issued and outstanding
are "Restricted Securities" as that term is defined under the Securities
Act of 1933, as amended, and, as such, may not be sold in the absence of
registration under the Securities Act of 1933, as amended, or the
availability of an exemption therefrom.
<PAGE> 27
<TABLE>
<CAPTION>
Percentage of Percentage
Common Stock of Common
Percentage After Sale Stock Owned
Shares of Common of Half of After Offering
Name Owned Stock Owned Offering [4] Maximum [4]
<S> <C> <C> <C> <C>
Robert M. Brown 4,000,000 0.08% 0.57% 0.44%
[1] [2]
528 Fon du Lac Drive
East Peoria, IL 61611
Dale L. Runyon 455,000,000 91.37% 65.19% 50.67%
[1] [3]
528 Fon du Lac Drive
East Peoria, IL 61611
ALL OFFICERS 459,000,000 92.17% 65.76% 51.11%
AND DIRECTORS
AS A GROUP (Two
Individuals)
</TABLE>
All shares are held beneficially and of record and each record
shareholder has sole voting and investment power.
[1] These individuals are the Officers and Directors of the Company and
may be deemed to be "parents or founders" of the Company as that
term is defined in the Rules and Regulations promulgated under the
Securities Act of 1933, as amended.
[2] 1,000,000 shares of Mr. Brown's stock is in the family foundation's
name, H. W. W. Foundation of which Mr. Brown is a member of the
Board of Directors.
[3] 145,000,000 shares are held in the Uranco Trust #5, which Mr. Runyon
is Trustee; 100,000,000 shares are owned by Phoenix International
Mining, Inc., which Mr. Runyon is an affiliate and a Director; and,
210,000,000 shares are owned by Lost Horse Peak, A Trust, which Mr.
Runyon is Trustee.
[4] Does not include the shares reserved for issuance upon the possible
exercise of the Redeemable Warrants.
<PAGE> 28
- -----------------------------------------------------------------------
DESCRIPTION OF THE SECURITIES
- -----------------------------------------------------------------------
The Company is presently authorized to issue 3,000,000,000 shares of
its $0.00001 par value Common Stock and 400,000,000 shares of its
$0.00001 par value Preferred Stock. Presently 498,000,000 shares of the
Company's Common Stock are issued and outstanding. Pursuant to this
Prospectus, Units with up to 400,000,000 Units maximum are offered for
sale with no minimum. The holders of the Company's Common Stock are
entitled to one vote per share on each matter submitted to a vote at any
meeting of shareholders. Shares of Common Stock do not carry cumulative
voting rights and, therefore, a majority of the outstanding Common Stock
will be able to elect the entire Board of Directors and, if they do so,
minority shareholders would not be able to elect any members to the Board
of Directors. See "Capitalization" and "Risk Factors - Cumulative
Voting, Preemptive Rights and Control."
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock
is not subject to redemption and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of Common
Stock are entitled to share equally in corporate assets after
satisfaction of all liabilities. The shares of Common Stock, when
issued, will be fully paid and non-assessable.
Rights of Common Stock Shareholders.
Shareholders of the Company have no preemptive rights to acquire
additional shares of Common Stock or other securities. The Common Stock
is not subject to redemption and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of Common
Stock are entitled to share equally in corporate assets after
satisfaction of all liabilities. The shares of Common Stock, when
issued, will be fully paid and non-assessable. There are no outstanding
options, warrants or rights to purchase shares of the Company's Common
Stock, other than as offered herein and referred to in "Plan of
Offering."
Preferred Stock.
400,000,000 shares of preferred stock, $0.00001 par value (the
"Preferred Shares") are authorized for issuance. No Preferred Shares are
issued and outstanding and there are no plans to issue any Preferred
Shares at the present time. The relative rights, preferences,
designations, rates, conditions, privileges, limitations, dividend rates,
conversion rights, preemptive rights, voting rights, rights and terms of
redemption, liquidation preferences and sinking terms thereof shall be
determined by the Board of Directors, without any further vote or action
by shareholders. The Board of Directors, without shareholder approval
may issue Preferred Shares with dividend rights, liquidation preferences
or other rights that are superior to the rights of holders of Common
Stock.
<PAGE> 29
Description of Redeemable Warrants.
The Redeemable Class A and Class B Warrants, will be issued under
warrant certificates (the "Warrant Certificates") to be dated as of the
date of this Prospectus, between the Company and American Securities
Transfer, Inc., Warrant Agent (the "Warrant Agent"). A copy of the
Redeemable Warrant Certificates are filed as an exhibit to the
registration statement and also may be examined at the office of the
Company or of the Warrant Agent. The following summary of certain
provisions of the Warrant Certificates does not purport to be complete
and is qualified in its entirety by reference to the Warrant
Certificates.
Each Redeemable Class A or Class B Warrant entitles the owner to
purchase one share of Common Stock. The Redeemable Class A Warrants are
exercisable at any time from the effective date of this offering until
five (5) years thereafter, at an exercise price of $0.01 per share. The
Redeemable Class B Warrants are exercisable at any time from the
effective date of this offering until five (5) years thereafter, at an
exercise price of $0.02. Collectively referred to as the "Exercise
Price." At the time a Redeemable Warrant is exercised, the exercise price
therefore shall be paid in full. Prior to expiration, the Redeemable
Warrants may be exchanged, transferred or exercised by the Registered
Warrantholder by presenting the Redeemable Warrants to the Warrant Agent.
The Redeemable Class A and Class B Warrants are redeemable by the Company
upon thirty (30) days written notice at the discretion of the Board of
Directors, at a redemption price of $0.00001 per Warrant. The Redeemable
Class A and Class B Warrants are redeemable at any time from the
effective date of this offering until five (5) years, thereafter. Upon
redemption of the Redeemable Warrants, if the holder does not exercise
the Redeemable Warrants, the Redeemable Warrant loose all value. See
"Risk Factors - Redeemable Warrants."
Fractional shares will not be issued upon exercise of Redeemable
Warrants and the Company will not make any cash or other adjustments in
respect of a fraction of a share of Common Stock to which any holder
might otherwise be entitled upon exercise of Redeemable Warrants. No
adjustments as to previously declared or paid cash dividends, if any,
will be made upon any exercise of Redeemable Warrants. The Redeemable
Warrants do not confer on the holders thereof, any voting or other rights
of a stockholder of the Company.
The Company will have authorized and reserved for sale the stock
purchasable upon exercise of the Redeemable Warrant. When delivered,
such shares of stock shall be fully paid and non-assessable.
The Warrant Agent will not, at the present time or in the future,
receive a fee for soliciting the exercise of the Warrants. The Company
may pay a solicitation fee to any NASD registered representative, who,
after one year from the effective date of the registration statement,
causes the exercise thereof prior to the expiration thereof.
<PAGE> 30
The Exercise Price and the number of shares issuable upon exercise
of the Redeemable Warrants are subject to adjustment by the Board of
Directors upon the occurrence of certain events, including the issuance
of any Common Stock as a dividend or any stock split or reverse split as
a dividend. Adjustments in the number of shares issuable or in the
Exercise Price of both shall also be made in the event of any merger or
other reorganization.
The Warrant Certificates will also provide that the Company and the
Warrant Agent may without the consent of the holder of the Redeemable
Warrants, make changes in the Warrant Certificates which do not adversely
affect, alter or change the rights, privileges or immunities of the
Registered Warrantholders of the Redeemable Warrants.
Shares Eligible for Future Sale.
Upon completion of this offering the Company will have outstanding
498,000,000 shares of Common Stock if no Units are sold and 898,000,000
shares of Common Stock if the maximum number of Units are sold (excluding
up to 800,000,000 shares issuable upon exercise of the Redeemable
Warrants). The Units issued pursuant to this Offering, are expected to
be freely tradeable without restriction or further registration under the
Securities Act of 1933, as amended (the "Act"), except for shares
purchased by an existing "affiliates" of the Company, which will be
subject to the limitations of Rule 144 promulgated under the Act. The
498,000,000 shares of Common Stock held by the present shareholders will
be eligible for sale only in the open market in accordance with Rule 144
as promulgated under the Act, unless they are otherwise registered under
the Act.
In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a two (2) year holding period may sell in
ordinary market transactions through a broker or with a market maker,
within any three (3) month period a number of shares which does not
exceed the greater of one percent (1%) of the number of outstanding
shares of Common Stock or the average of the weekly trading volume of the
Common Stock during the four calendar weeks prior to such sale. Sales
under Rule 144 require the filing of Form 144 with the Securities and
Exchange Commission. If the shares of Common Stock have been held for
more than three (3) years by a person who is not an affiliate, there is
no limitation on the manner of sale or the volume of shares that may be
sold and no Form 144 is required. Sales under Rule 144 may have a
depressive effect on the market price of the Company's Common Stock.
Transfer Agent and Warrant Agent.
The Transfer Agent and Warrant Agent for the Company's Common Stock,
Class A Redeemable Warrants and Class B Redeemable Warrants is:
<PAGE> 31
American Securities Transfer, Inc.
938 Quail Street
Suite 101
Lakewood, Colorado 80215-5513
(303) 234-5300
- -----------------------------------------------------------------------
PLAN OF OFFERING
- -----------------------------------------------------------------------
The Company through its Officer and Directors is offering to issue
Units to holders of certain claims described herein. None of the
Officers and Directors of the Company have had any previous experience in
the sale of securities. The Units are offered on a "best efforts - No
Units Minimum - maximum basis." The Company will use its best efforts to
exchange all of the Units for the 112 - 160 acre mining claims described
herein within a period of ninety (90) days from the date of this
Prospectus. The Company's Officer and Directors will receive no
commission or any other form of remuneration in connection with the sale
of the Units.
Upon receipt of an executed claim, the Company will issue the Units
reflected in the prospectus. See "Business."
The Units will be registered only in the states of Illinois and
Missouri. State and federal claims records reflect that all of the
current holders of interests in the claims reside in Illinois and
Missouri.
No persons will be participant in the sale of the Company's Units
other than its Officers and Directors.
There are no plans, proposals, arrangements or understandings with
respect to the sale of additional securities to affiliates, current
shareholders or others following the registered distribution, but prior
to the location of a business opportunity.
SEC Rule 15g.
The Company's Units are covered by Section 15g of the Securities Act
of 1933, as amended that imposes additional sales practice requirements
on broker/dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions
with assets in excess of $5,000,000 or individuals with net worth in
excess of $1,000,000 or annual income exceeding $200,000 or $300,000
jointly with their spouses). For transactions covered by the Rule, the
broker/dealer must make a special suitability determination for the
purchase and have received the purchaser's written agreement to the
transaction prior to the sale. Consequently, the Rule may affect the
ability of broker/dealers to sell the Company's securities and also may
affect the ability of purchasers in this offering to sell their shares in
the secondary market.
<PAGE> 32
Section 15g also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page
summary of certain essential items. The items include the risk of
investing in penny stocks in both public offerings and secondary
marketing; terms important to in understanding of the function of the
penny stock market, such as "bid" and "offer" quotes, a dealers "spread"
and broker/dealer compensation; the broker/dealer compensation, the
broker/dealers duties to its customers, including the disclosures
required by any other penny stock disclosure rules; the customers rights
and remedies in causes of fraud in penny stock transactions; and, the
NASD's toll free telephone number and the central number of the North
American Administrators Association, for information on the disciplinary
history of broker/dealers and their associated persons.
- -----------------------------------------------------------------------
LITIGATION
- -----------------------------------------------------------------------
The Officers and Directors of the Company certify that to the best
of their knowledge, neither the Company nor any of its Officers and
Directors are parties to any legal proceeding or litigation. Further,
the Officers and Directors know of no threatened or contemplated legal
proceedings or litigation. None of the Officers and Directors have been
convicted of a felony or none have been convicted of any criminal
offense, felony and misdemeanor relating to securities or performance in
corporate office. To the best of the knowledge of the Officers and
Directors, no investigations of felonies, misfeasance in office or
securities investigations are either pending or threatened at the present
time.
- -----------------------------------------------------------------------
LEGAL MATTERS
- -----------------------------------------------------------------------
Legal matters in connection with the Common Stock of the Company to
be issued in connection with the offering will be passed upon for the
Company by Conrad C. Lysiak, Attorney and Counselor at Law, West 601
First Avenue, Suite 503, Spokane, Washington 99204.
- -----------------------------------------------------------------------
EXPERTS
- -----------------------------------------------------------------------
The financial statements of the Company appearing in this Prospectus
and the Registration Statement have been examined by the accounting firm
of Robert Moe & Associates, P.S., Certified Public Accountants, West 201
North River Drive, Suite 305, Spokane, Washington 99201, as indicated in
its report contained herein. Such financial statements are included in
this Prospectus in reliance upon the said report, given upon such firm's
authority as an expert in auditing and accounting.
<PAGE> 33
- -----------------------------------------------------------------------
ADDITIONAL INFORMATION
- -----------------------------------------------------------------------
The Company has filed with the Securities and Exchange Commission,
450 Fifth Street, N.W. Washington D.C. 20549, a registration statement
under the Act, as amended with respect to the Units offered hereby. This
Prospectus does not contain all of the information set forth in the
registration statement, exhibits and schedules thereto. For further
information with respect to the Company and the Units, reference is made
to the registration statement, exhibits and schedules, copies of which
may be obtained from the Commission's principals officers in Washington,
D.C., upon payment of the fees prescribed by the Commission.
<PAGE> 34
TURTLEBACK MOUNTAIN GOLD CO. INC.
FINANCIAL INFORMATION
ITEM 1: Financial Statements
PAGE
INDEX NUMBER
Accountants' Report F-1
Balance Sheet as of March 31, 1996 and F-2
December 31, 1995
Statement of Loss and accumulated deficit
for the period from inception (March 22, 1995)
through March 31, 1996 F-3
Statement of Changes in Stockholders' Equity
for the period from inception (March 22, 1995)
through March 31, 1996 F-4
Statement of Cash Flows for the period from
inception (March 22, 1995) through
March 31, 1996 F-5
Notes to Financial Statements F6-F7
<PAGE> 35
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Turtleback Mountain Gold Co.,Inc.
We have audited the accompanying balance sheet of Turtleback Mountain
Gold Co., Inc. (A Development Stage Company) as of December 31, 1995 and
the related statements of operations, changes in stockholders' equity and
cash flows for the period ended December 31, 1995. 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 generally accepted auditing
standards. 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 audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Turtleback
Mountain Gold Co., Inc. (A Development Stage Company) at December 31,
1995, and the results of its operations, changes in stockholders' equity
and its cash flows for the period ended December 31, 1995, in conformity
with generally accepted accounting principles.
We have not audited the balance sheet as of March 31, 1996, or the related
statements of loss and accumulated deficit and cash flows for the three
months ended March 31, 1996, and accordingly, do not express an opinion or
any other form of assurance on them.
Robert Moe & Associates, P.S.
Certified Public Accountants
Spokane, Washington
March 4, 1996
F-1
<PAGE> 36
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
<TABLE>
BALANCE SHEET
March 31, 1996 and December 31, 1995
ASSETS
<CAPTION>
03/31/96
(Unadited) 1995
<S> <C> <C>
CURRENT ASSETS
Cash $ 1,202 $ 521
Accounts receivable 1,500 1,500
------- -------
Total current assets 2,021 2,021
OTHER ASSETS
Organization costs 685 685
Deferred registration costs 34,338 30,200
Mining claims (8) 13,000 13,000
------- -------
$ 50,725 $ 45,906
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 4,845 $ NONE
-------- --------
STOCKHOLDERS' EQUITY
Common stock - $.00001 par value,
3,000,000,000 shares authorized,
498,000,000 shares issued 4,980 4,980
Preferred Stock - $.00001 par value,
400,000,000 shares authorized, 0
shares issued -- --
Additional paid in capital 52,470 52,470
-------- --------
57,450 57,470
Less stock subscriptions receivable (1,450) (1,450)
-------- --------
56,000 56,000
Deficit accumulated during the
development stage (10,120) (10,094)
-------- --------
Total Stockholders' Equity 45,880 45,906
-------- --------
$ 50,725 $ 45,906
======== ========
</TABLE>
See accompanying notes to financial statements
F-2
<PAGE> 37
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
<TABLE>
STATEMENT OF LOSS AND ACCUMULATED DEFICIT
for the period from inception (March 22, 1995)
through March 31, 1995
<CAPTION>
Cumulative
during
development
Three stage from
Months Inception inception
Ended (03-22-95) (03-22-95)
03-31-96 through through
(Unaudited) 12-31-95 3-31-96
----------- -------- -----------
<S> <C> <C> <C>
INCOME $ -- $ 203 $ 203
OPERATING EXPENSES 26 10,297 10,323
--------- -------- --------
NET INCOME (LOSS) $ (26) $(10,094) $(10,120)
========= ======== ========
NET INCOME PER SHARE $ NIL $ NIL $ NIL
========= ======== ========
</TABLE>
The company is in the development stage and has not commenced
operations.
See accompanying notes to financial statements
F-3
<PAGE> 38
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
<TABLE>
STATEMENT OF STOCKHOLDERS' EQUITY
March 22, 1995 (Inception) through December 31, 1995
<CAPTION>
Additional Retained
Common Stock Paid-in Earnings
Shares Amount Capital (Deficit)
<S> <C> <C> <C> <C>
BALANCE
Inception March 22,
1995 -- $ -- $ -- $ --
ADD:
Sale of 188,000,000 shares
of common stock for
$44,450 cash 188,000,000 1,880 42,570
Sale of 310,000,000 shares
of common stock for mining
claims at a value of
$13,000 310,000,000 3,100 9,900
Net loss for the period (10,094)
----------- ------ ------- -------
BALANCE December 31,
1995 (Unaudited) 498,000,000 4,980 52,470 (10,094)
Net loss for the three
months ended March 31,
1996 (26)
----------- ------ ------- --------
BALANCE, March 31, 1996
(Unaudited) 498,000,000 $ 4,980 $ 52,470 $ (10,120)
=========== ====== ======= ========
</TABLE>
See accompanying notes to financial statements
F-4
<PAGE> 39
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
for the period from inception (March 22, 1995)
through March 31, 1996
Cumulative
during
development
stage from
Three inception
Months Inception (03-22-95)
Ended (03-22-95) through
03-31-96 through 03-31-96
(Unaudited) 12-31-95 (Unaudited)
[S] [C] [C] [C]
CASH FLOWS PROVIDED (USED)
IN OPERATIONS
Net loss for the period $ (26) $(10,094) $(10,120)
(Increase) in accounts
receivable -- (1,500) (1,500)
Increase in accounts
payable 4,845 4,845
------- -------- --------
4,819 (11,594) (6,775)
------- -------- --------
CASH FLOWS PROVIDED (USED) IN
INVESTING ACTIVITIES -- -- --
------- -------- --------
CASH FLOWS PROVIDED (USED) IN
FINANCING ACTIVITIES
Proceeds from sale of stock 43,000 43,000
Payment of deferred registration and
organization cost 4,138 (30,885) (35,023)
------- -------- --------
4,138 12,115 7,977
------- -------- --------
NET INCREASE (DECREASE)
IN CASH 681 521 1,202
CASH BEGINNING OF PERIOD 521 -- --
CASH END OF PERIOD $ 1,202 $ 521 $ 1,202
======= ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ -0- $ -0- $ -0-
Income taxes $ -0- $ -0- $ -0-
SUPPLEMENTAL SCHEDULE OF NONCASH ACTIVITIES
Mining claims were transferred to the Company in exchange for 310,000,000
shares of common stock and is reflected in the balance sheet at the
transferor cost of $13,000. The mining claims were appraised in October 1986
for an amount that exceeds the value reflected in the balance sheet by
Marston & Marston, Inc. (engineers to the mining industry).
See accompanying notes to financial statements
F-5
<PAGE> 40
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Organization: The Turtleback Mountain Gold Co., Inc. was
incorporated on March 22, 1995, under the laws of the State of
Arizona. The Company has adopted a year ending on December 31.
The Company was organized to use the limited funding it obtained from
its original shareholders for organizational matters and preparation
of an offering. The Company intends to exchange stock for mining
claims.
Because of the speculative nature of the Company, there are
significant risks which are summarized as follows:
Newly formed company with no operating history and minimal
assets.
Limited funds available for acquisition.
Management is inexperienced and offers limited time commitment.
Conflict-of-interest, as all employees have other part-time or
full-time employment.
The Company is considered to be in the development stage as defined
in Statement of Financial Accounting Standards No. 7. There have
been no operations since incorporation.
Summary of Significant Accounting Principles: Deferred registration
costs will include fee payments for legal expenses relating to the
proposed public stock offering. If the offering is successful,
certain of the legal fees will be charged to additional paid-in
capital. If unsuccessful, all such costs will be charged to
operations.
Mining claims transferred to the Company were recorded at the
transferor cost basis.
Mining claims will be reviewed annually by management for continued
valuation or impairment. Management will consider the estimated
undiscounted future cash flows and write off claims abandoned or
impaired. Management intends to adopt Financial Accounting Standards
No. 121 effective January 1, 1996. The adoption would not impact
the financial statements at December 31, 1995.
F-6
<PAGE> 41
TURTLEBACK MOUNTAIN GOLD CO., INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
2. STOCKHOLDERS' EQUITY
Incorporation shares: Upon incorporation, the Company had a total of
498,000,000 shares subscribed.
Proposed public stock offering: The Company intends to issue up to
four hundred million (400,000,000) Units in exchange for up to one
hundred twelve (112) mining claims located in La Paz, Maricopa, and
Yuma counties, Arizona. Each Unit consists of one share of Common
Stock; one warrant to purchase one share of Common Stock at an
exercised price of $0.01 per warrant ("Class A Warrants"); and, one
warrant to purchase one share of Common Stock at an exercise price of
$0.02 per warrant ("Class B Warrants"). The Warrants may be redeemed
by the Company at any time upon thirty (30) days written notice to
the holders thereof at redemption price of $0.00001 per warrant. The
Warrants are immediately detachable and separately tradable. The
Warrants are exercisable up to five (5) years from the effective
date of the offering unless called sooner.
3. OFFICES AND EMPLOYEES
The Company's office will be located at 4625 South Ash Avenue, Suite
J1, Tempe, Arizona 85282.
The Company currently has no full-time employees.
4. MINING CLAIMS
Eight mining claims were transferred to the company on March 31, 1995
by "Quitclaim Deed" in exchange for 310,000,000 shares of common
stock. The mining claims are reflected in the balance sheet at the
transferor cost of $13,000. The mining claims were appraised in
October 1986 for an amount that exceeds the value reflected in the
balance sheet.
5. REPRESENTATIONS OF MANAGEMENT
The financial statements as of March 31, 1996 and for the three
months ended March 31, 1996 have been prepared without audit. The
financial statements included herein reflect all adjustments
(consisting only of normal recurring accruals) which, in the opinion
of management, are necessary to present a fair statement of the
results for the interim periods.
F-7
<PAGE> 42
UNTIL __________, 1996, (NINETY DAYS AFTER THE EFFECTIVE DATE OF THIS
PROSPECTUS) ALL DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED
SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS.
TABLE OF CONTENTS
Prospectus Summary . . 7
The Company . . . 8 TURTLEBACK MOUNTAIN GOLD
Risk Factors . . . 9 CO., INC.
Use of Proceeds . . 13
Dilution . . . . 13 No Units - Minimum
Capitalization . . . 14
Selected Financial Data . 15 400,000,000 Units Maximum
Management's Discussion and Analysis
of Financial Condition and $_____ per Unit
Results of Operations . 16
Dividend Policy . . 16
Proposed Business . . 17 __________________________
Management . . . 20 PROSPECTUS
Certain Transactions . 21 __________________________
Management Remuneration . 21
Principal Shareholders . 22 DATED: ___________________
Description of the Securities 24
Plan of Offering. . . 26 TURTLEBACK MOUNTAIN
Litigation . . . 27 GOLD CO., INC.
Legal Matters . . . 28 528 Fon du Lac Drive
Experts . . . . 28 East Peoria, Illinois 61611
Additional Information . 28 (309) 699-8725
Financial Statements . F-1 (800) 453-6544
No dealer, salesman or any other person has been authorized to give any
information or to make any representations other than those contained in
this Prospectus in connection with the offer contained in this Prospectus
and, if given or made, such information must not be relied upon as having
been authorized by the Company. Neither the deliver nor any sale made
hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date
hereof. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy an security other than the shares of
Common Stock offered by this Prospectus, nor does it constitute an offer
to sell or a solicitation of an offer to buy the shares of Common Stock
by anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is
not qualified to do so, to any person to whom it is unlawful to make such
offer or solicitation.
<PAGE> 43
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses in connection with the
issuance and distribution of the shares being registered. All the
amounts shown are estimates, except the registration fee.
<TABLE>
<CAPTION>
Minimum Maximum
<S> <C> <C>
Registration Fee - SEC . $ 4,137.93 $ 4,137.93
Printing and Engraving . 2,500.00 2,500.00
Legal Fees and Disbursements 20,000.00 20,000.00
Accounting Fees . . 2,000.00 2,000.00
Transfer Agent Fees . . 1,000.00 1,000.00
Blue Sky Fees and Expenses 1,500.00 1,500.00
TOTAL . . . . $ 31,137.93 $ 31,137.93
</TABLE>
<PAGE> 44
ITEM 14. Indemnification of Directors and Officers.
The only statutes, charter provisions, bylaws or other arrangements
under which any controlling person, Director or Officer of the Registrant
is insured or indemnified in any manner against liability which he may
incur in his capacity as such are set forth below.
The Arizona Revised Statutes provides for indemnification where a
person who was or is a party or is threatened to be made a party to any
threatened, pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than action by or
in right of a corporation), by reason of fact he is or was a Director,
Officer, employee or agent of a corporation or serving another
corporation at the request of the corporation, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred by him if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation and, with respect to criminal action
or proceeding, had no reasonable cause to believe his conduct unlawful.
Lack of good faith is not presumed from settlement or nolo contendere
plea. Indemnification of expenses (including attorneys' fees) allowed in
derivative actions except in the case of misconduct in performance of
duty to corporation unless the Court decides indemnification is proper.
To the extent any such person succeeds on the merits or otherwise, he
shall be indemnified against expenses (including attorneys' fees).
Determination that the person to be indemnified met applicable standards
of conduct, if not made by the Court, is made by the Board of Directors
by majority vote of quorum consisting of the Directors not party to such
action, suit or proceeding or, if a quorum is not obtainable or a
disinterested quorum so directs, by independent legal counsel or by the
stockholders. Expenses may be paid in advance upon receipt of
undertakings to repay unless it shall ultimately be determined that he is
entitled to be indemnified by the corporation. The Corporation may
purchase indemnity insurance. In so far as indemnification for liability
arising from the Securities Act of 1933 may be permitted to Directors,
Officers or persons controlling the Company, it has been informed that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
<PAGE> 45
ITEM 15. Recent Sales of Unregistered Securities.
The following table set forth information as to recent sales of the
Registrant's Common Stock since the formation of the Registrant, all of
which shares were not registered under the Securities Act of 1933, as
amended:
<TABLE>
<CAPTION>
Amount of
Shares Consideration Date of
Name of Owner Acquired Cash/Other Sale
- -----------------------------------------------------------------------
<S> <C> <C> <C>
William Brown 3,000,000 $ 3,000.000 2/13/95
4010 North Brandywine
Apt. 404
Peoria, IL 61614
J. W. Bruckman 5,000,000 $ 5,000.000 2/13/95
204 N. Main St. 1,000,000 $ 1,000.000 3/22/95
Washington, IL 1,000,000 $ 1,000.000 3/29/95
Robert S. Easton,
Jr., M.D 4,000,000 $ 4,000.000 3/15/95
217 West Olive Street
Canton, IL 61520
Eugene R. Galat 1,000,000 $ 1,000.000 3/17/95
404 North Hannibal
P. O. Box 162
Tremont, IL 61568-0162
H. W. W. Foundation 1,000,000 $ 1,000.000 3/25/95
1918 North Missouri
Peoria, IL 61603
George E. Harris 5,000,000 $ 5,000.000 3/12/95
5413 North Moody Avenue
Chicago, IL 60630-1050
Lost Horse Peak,
A Trust 210,000,000 4-160 acre 02/21/95
528 Fon du Lac Drive mining claims
East Peoria, IL 61611
Phoenix International
Mining, Inc. 100,000,000 4 - 160 acre 02/21/95
528 Fon du Lac Drive mining claims
East Peoria, IL 61611
<PAGE> 46
<CAPTION>
Amount of
Shares Consideration Date of
Name of Owner Acquired Cash/Other Sale
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Robert D. Roemer,
Sr. 5,000,000 $ 5,000.00 02/07/95
Rural Route Box 78
Oak Ridge Subdivision
Metamora, IL 61548
Harriet D. Rucker 1,000,000 $ 1,000.00 03/13/95
1003 W. Centennial Drive
Peoria, IL 61614
Lester E. Siegrist 1,000,000 $ 1,000.00 03/18/95
1201 Hampton Road
Washington, IL 61571
Jehangir R. Sethna,
M.D. 5,000,000 $ 5,000.00 02/09/95
907 Midwest Club 3,000,000 $ 3,000.00 02/24/95
Oak Brook, IL 60521
Jehangir Rustom 1,000,000 $ 1,000.00 02/24/95
Sethna, M.D., Trustee
907 Midwest Club
Oak Brook, IL 60521
Jim R. Sethna 1,000,000 $ 1,000.00 02/24/95
907 Midwest Club
Oak Brook, IL 60521
Richard G. Steeves 1,000,000 $ 1,000.00 03/08/95
1911 E. Meadowlake Drive
Mahomet, IL 61853
Leszak Tomeczak 2,000,000 $ 2,000.00 03/13/95
2334 North Kedzie Blvd.
Chicago, IL 60647
Uranco Trust #5 145,000,000 $ 1,450.00 01/06/95
528 Fon du Lac Drive
East Peoria, IL 61611
Lezely W. White 1,000,000 $ 1,000.00 03/19/95
P. O. Box 462
Evanston, IL 60204-0462
<PAGE> 47
<CAPTION>
Amount of
Shares Consideration Date of
Name of Owner Acquired Cash/Other Sale
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Robert D.
Wildermuth 1,000,000 $ 1,000.00 03/22/95
16783 Springfield Road
Pekin, IL 61554
TOTALS 498,000,000 $44,450.00
</TABLE>
* With respect to these shares of Common Stock issued by the Company,
the Company believes that these transactions did not involve any
public offering, in as much as all these shares were issued to the
Company's founders, officers, directors and others, who purchased
the shares for investment purposes only and not with a view to
further public distribution. Further, no advertising of any nature
was made in connection with the sale of said shares, all Company
information was made available to said purchasers, and said
purchasers were required to execute a subscription agreement
restating the aforementioned, among other things. Accordingly, the
Company believes that the aforementioned transactions were exempt
from registration pursuant to Section 4(2) of the Securities Act of
1933, as amended.
<PAGE> 48
ITEM 16. Exhibits.
(a) Exhibits
Number Document
3.1 * Articles of Incorporation.
3.2 * Amended Articles of Incorporation.
3.3 * Bylaws of the Company.
4.1 * Specimen certificate for Common Stock.
4.2 * Specimen certificate for Class A Redeemable Warrants.
4.3 * Specimen certificate for Class B Redeemable Warrants.
5.1 * Opinion of Conrad C. Lysiak.
24.1 Consent of Robert Moe & Associates, P.S.
24.2 Consent of Conrad C. Lysiak.
All other schedules and exhibits are omitted, as the required
information is not applicable or is not present in amount sufficient to
require submission of the schedule or because the information required is
included in the financial statements and notes thereto.
* Previously filed.
<PAGE> 49
ITEM 17. Undertakings.
A. The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are
being made, a post effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
b. To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
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.
c. To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
B. Insofar as indemnification for liabilities arising under the
securities Act of 1933 may be permitted to Directors, Officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
<PAGE>
<PAGE> 50
incurred or paid by a Director, Officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by a Director, Officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of
whether such indemnification by it is against public policy as expressed
in the Act and shall be governed by the final adjudication of such issue.
<PAGE> 51 SIGNATURES
Pursuant to 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 of the Form S-1 Registration
Statement and has duly caused this Amendment No. 1 to the Form S-1
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of East Peoria, State of Illinois,
on the 6th day of August, 1996.
TURTLEBACK MOUNTAIN GOLD CO., INC.
BY: /s/ Robert M. Brown, President
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Robert M. Brown as his true and
lawful attorney-in-fact and agent, with full power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign
any and all amendment (including post-effective amendments) to this
registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state
securities law or blue sky filings, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every act
and thing requisite or necessary to be done in about the premises, as
fully to all intents and purposes as he might or could do in person,
hereby ratifying the confirming all that said attorney-in-fact and agent,
or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Form S-1 Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Robert M. Brown President and a member of the August 6, 1996
Board of Directors
/s/ Dale L. Runyon Secretary/Treasurer, August 6, 1996
Chief Financial Officer and,
a member of the Board of Director
<PAGE> 52
EXHIBIT INDEX
(a) Exhibits
Number Document
3.1 * Articles of Incorporation.
3.2 * Amended Articles of Incorporation.
3.3 * Bylaws of the Company.
4.1 * Specimen certificate for Common Stock.
4.2 * Specimen certificate for Class A Redeemable Warrants.
4.3 * Specimen certificate for Class B Redeemable Warrants.
5.1 * Opinion of Conrad C. Lysiak.
24.1 Consent of Robert Moe & Associates, P.S.
24.2 Consent of Conrad C. Lysiak.
27 * Financial Data Schedule
All other schedules and exhibits are omitted, as the required
information is not applicable or is not present in amount sufficient to
require submission of the schedule or because the information required is
included in the financial statements and notes thereto.
* Previously filed.
<PAGE> 1
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Turtleback Mountain Gold Co., Inc.
We consent to the use of our report dated March 4, 1996 on the
financial statements of TURTLEBACK MOUNTAIN GOLD CO., INC. As of
December 31, 1995 and the inclusion of our name under the
headings "Selected Financial Data" and "Experts" in the
prospectus.
/s/ Robert Moe & Associates
ROBERT MOE & ASSOCIATES, P.S.
305 IBM BUILDING
WEST 201 NORTH RIVER DRIVE
SPOKANE, WA. 99201
August 5, 1996
<PAGE> 1
CONRAD C. LYSIAK
West 601 First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1475
FAX (509) 747-1770
CONSENT
I HEREBY CONSENT to the inclusion of my name in
connection with Amendment No. 2 to the Form S-1 Registration
Statement filed with the Securities and Exchange Commission as
attorney for the registrant, Turtleback Mountain Gold Co., Inc.
and to the reference to my firm under the subcaption "Legal
Matters."
DATED this 6th day of August, 1996.
Yours truly,
/s/ Conrad C. Lysiak
