UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS COMPANYS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file no. 0001081078
RUBINCON VENTURES INC.
(Name of Small Business Company in Its Charter)
Delaware 98-0200798
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(State or Other Jurisdiction of (I.R.S.Employer Identification No.)
Incorporation or Organization)
1366 - 161st Street
Surrey, British Columbia, Canada V4A 8A6
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(Address of Principal Executive Officer) (Zip Code)
(604) 526-0751
(Company's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
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(Title of Class)
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TABLE OF CONTENTS
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ITEM PAGE
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PART 1
Glossary of Geological and Technical Terms 3
Item 1 Description of Business 9
Item 2 Management's Discussion and Analysis or Plan 20
Item 3 Description of Property 22
Item 4 Security Ownership of Certain Beneficial 23
Item 5 Directors, Executive Officers, Promoters and 25
Item 6 Executive Compensation 26
Item 7 Certain Relationships and Related Transactions 27
Item 8 Description of Securities 30
PART 11
Item 1 Market Price of and Dividends on the Company's 32
Common Equity and Other Stockholders Matters
Item 2 Legal Proceedings 32
Item 3 Disagreement With Accountants and Financial Disclosure 32
Item 4 Recent Sales of Unregistered Securities 33
Item 5 Indemnification of Directors and Officers 33
PART F/S
Financial Statements 35
PART 111
Item 1 Index to Exhibits 51
Item 2 Description of Exhibits 51
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DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference: None
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GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS
Ammonite - A colorless, gaseous alkaline compound; used in making fertilizers.
Amygdaloidal - Said of rocks containing amygdules, minerals such as calcite,
quartz, chalcedony or zeolite, and of other structures of rocks.
Andesite - Fine grained intermediate volcanic rock.
Anomalies - A departure from the expected or normal.
Anticlinoria - A fold system in the form of an arch.
Argillite - A compact rock derived from either mudstone or shale but lacking
lamination or cleavage.
Arsenopyrite - An arsenic mineral, FeAsS, found mainly in hydrothermal veins.
Auriferous - Refers to a substance that contains gold, esp. gold-bearing mineral
deposits.
Basalt - A fine-grained, sometimes glassy basic (dark colored) igneous rock.
Basaltic - A fine-grained dark volcanic rock whose strata sometimes form
columns.
Batholiths - A large, generally discordant plutonic mass that has more than 40
square miles of surface exposure and no known floor. Its formation involves
magmatic processes.
Bedded - A mineral fixed firmly into another rock formation.
Breccia - A coarse-grained rock, composed of angular broken rock fragments held
together by a mineral cement or in a fine-grained matrix.
Calcareous - Chalky rock containing calcium carbonate.
Caps - A hard rock overlying another rock formation.
Chalcopyrite - The main copper ore, CuFeS2. A widely occurring mineral found
mainly in veins.
Clastic rocks - A sedimentary rock composed of broken fragments that are derived
from preexisting rocks of any origin.
Comagmatic - A term applied to a series of igneous rocks which are assumed to
have been derived from a common source.
Conformable - A sequence of beds are said to be conformable when they represent
an unbroken period of deposition.
Contour sampling traverses - A map show by contour topographic, a line on a map
which connects points of equal value. Will show the structure or thickness
differences in a given area on the map where sampled with representative soil or
rock samples were taken from.
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Contact metamorphism - thermal metamorphism causing change in the original
character of the rock and associated with igneous intrusions.
Contact zone - A zone surrounding an igneous intrusion, in which the country
rock shows the effects of contact metamorphism.
Cretaceous - A specific geologic time period of approximately 72 million years
from 136 million years ago to 64 million years before present.
Cross fault - A fault that crosses another at a high angle.
Crystalline - Resembling a crystal; clear, transparent, pure.
Diorite - A course-grained plutonic igneous rock containing quartz.
Dragfold - Being a minor fold, usually one of a series, formed in an incompetent
bed lying between more competite beds, produced by movement of the competent
beds in opposite directions relative to one another.
Dyke - A sheet-like body of igneous rock, which cuts across the bedding or
structural planes of the host rock.
Emplaced - a process by which igneous rock intrudes; or an ore body is formed in
older rocks.
Fault - A fracture in rock along which there has been an observable amount of
displacement. When faults occur along parallel or subparallel sets of planes
they are called fault or fracture zones.
Feldspar - Constitutes 60% of the Earth's crust, feldspar occurs in all rock
types and decomposes to form much of the clay in soil.
Flows - A mass of matter moving or has previously moved in a stream or on the
ground such as lava.
Formation - A number of rock units of consistent composition large enough to be
traced on a regional scale.
Gabbro - A course-grained (plutonic) dark colored igneous rock.
Galena - The most important ore of lead, PbS, found in hydrothermal veins and as
a replacement mineral
Gash vein - Veins formed in spaces produced from structural deformation of the
rock.
Geochemical anomaly - A sudden increase in the quantity of a particular element
over a limited area.
Gneiss-migmatite - A composite rock composed of igneous or igneous-appearing
and/or metamorphic materials that are generally distinguishable megasopically.
Often in bands or lenticles having flaky or elongate prismatic habits
predominately.
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Gouge - Rock material that has been ground to clay, often found along fault
contacts - so named because the miners can "gouge" it out to facilitate the
mining of the vein itself.
Granite - A course-grained igneous rock composed of >20% quartz and feldspar of
which plagioclase and alkali feldspar are present in approximately equal
amounts.
Granodiorite - A coarse-grained igneous rock composed of >20% quartz and
feldspar of which plagioclase makes up >67% of the total feldspar.
Greywacke - An immature sandstone having > 15% clay minerals.
Group - A group (one or more) Formations of approximately the same age.
High level stocks - intruded igneous rocks that crystallized under near surface
conditions.
Hornblende diorite - A coarse-grained plutonic intermediate igneous rock,
consisting essentially of intermediate plagioclase and hornblende; quartz may be
present in amounts up to 10% and alkali feldspar may also occur up to one third
of the total feldspar.
Hydrothermal - Pertaining to hot water, or the action of hot water such as a
mineral deposit precipitated from hot aqueous solution, with or without
demonstrable association with igneous processes.
Igneous rock - Rock formed by the solidification of molten material that
originated within the Earth.
Interbedded - Between two layers; e.g. a lava flow may occur interbedded between
two layers of sediments.
Intrusion - A body of igneous rock which has formed itself into pre-existing
rocks, either along some definite structural feature or by deformation and
cross-cutting of the invaded rocks.
Jurassic - A specific geologic time period from 208.0 million years to 145.6
million years before present.
Karmutsen Volcanics - extrusive basaltic lava, pillow lava, breccia, tuffs
derived from volcanoes in the late Triassia Age.
Lenticular - Resembling in shape the cross section of a lens
Limestone - A sedimentary rock consisting chiefly of calcium carbonate primarily
in the form of the mineral calcite.
Lithology - The character of a rock described in terms of its structure, color,
mineral composition, grain size and arrangement of its component parts.
Magnetite - An important iron ore mineral, Fe3O4, found in igneous rocks,
contact metamorphic deposits, replacement deposits and placer deposits.
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Marcasite - A mineral with the same chemical composition as pyrite (FeS2) but
differing in atomic structure; often referred to as white pyrite because of its
paler color.
Mesozoic - The name used to describe several periods of geologic time covering
from 225 million years to about 65 million years ago.
Metamorphism - The mineralogical, chemical and structural adjustment of solid
rocks to physical and chemical conditions that have generally been imposed at
depth below the surface zones of weathering and cementation, and that differ
from the conditions under which rocks in question originated.
Metasomatism - A metamorphic change which involves the introduction of material
from an external source. In some circumstances one mineral completely replaces
the other or if metasomatic fluids are energetic enough, recrystallisation
occurs concealing some of the effects of the process.
Monoclinal fold - A fold having only one limb and being a uniform gentle dip.
Ore - A naturally occurring material from which a mineral or minerals of
economic value can be extracted profitably.
Oreshoot - An elongate chimneylike mass of ore within a deposit (usually a
vein), representing the more valuable part of the deposit.
Orogenic - A process by which structures within fold-belt mountainous areas were
formed, including thrusting, folding and faulting in outer and higher layers.
Overturned beds - Said of a fold, the limb of a fold, a stratified formation
that has tilted beyond the perpendicular. The sequence of strata thus appears
reversed.
Overturned fold - A fold that is inclined and the two limbs dip in the same
direction at different amounts. The sequence of strata thus appears reversed.
Pillow lava - The general term for lava that exhibits pillow-shaped masses,
mostly basalts and andesites that erupted and flowed under water.
Phenocryst - A term for large crystals or mineral grains within the matrix or
groundmass of a porphyry.
Plagioclase - Commonly labradoite or bytownite.
Plutonic rock - Igneous rock formed deep within the Earth under the influence of
high heat and pressure; distinguished from eruptive rock formed at the surface.
Porphyry - An igneous rock of any composition that contains obvious phenocrysts
in a fine-grained groundmass.
Pyrite - The most widespread sulphide mineral, chemical formula: FeS2,
Pyroclastic rocks - Consist of fragmental volcanic material which has been blown
into the atmosphere by explosive activity.
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Pyrrhotite - A mineral, Fe1-xS, found in basic igneous rocks, pegmatites and
contact metamorphic rocks.
Quartz diorite - A group of plutonic rocks having the composition of diorite but
with an appreciable amount of quartz, i.e. between 5% and 20% of the light
colored constituents.
Recumbent fold - An overturned fold, the axial plane of which is horizontal or
nearly so.
Replacement deposit - A mineral deposit that has been formed by mineral
solutions taking the place of some earlier, different substance.
Rhyolite - Fine-grained to glassy light colored volcanic rocks.
Rift - A trough or valley formed by faulting.
Roof pendants - A downward projection of country rock into an igneous
intrustion.
Sedimentary rock - A rock resulting from the consolidation of loose sediment
that has accumulated in layers.
Shear strain - The angular displacement of a structural member due to a force
acting across it.
Shear stress - The resultant of forces acting on a body of rock that tends to
distort its shape, measured per unit of cross-sectional area.
Shear zone - A tabular zone of rock that has been crushed and brecciated by many
parallel fractures due to shear strain.
Silicate - A compound regarded as a salt or ester of any of the silicic acids.
Silicified lens/zone - A area of limited size which been flooded or replaced
with silica generally resulting in the formation of fine-grained quartz or
chalcedony.
Sill - A sheet-like body of igneous rock that conforms to bedding and lies
nearly horizontal.
Skarn - A general term used to describe lime-bearing silicate rocks derived from
nearly pure limestone and metamorphosed by heat. Skarns are characterized by the
presence of calc-silicate minerals (amphibole, pyroxene, garnet) and sometimes
iron ore or sulphide deposits.
Sphalerite - The main ore of zinc, ZnS, found in metasomatic deposits with
galena, hydrothermal vein deposits, and in replacement deposits.
Stocks - A rarely used term for a chimneylike ore body. An irregular, metal
bearing mass in a rock formation, such as lead ore in a limestone formation.
Stoping - In mining, a method of extracting ore from a vertical or steeply
dipping vein either above or below a level.
Stratified rocks - A rock formed by the consolidation of loose sediments that
accumulate in layers.
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Stratigraphic sequence/succession - A chronological succession of sedimentary
rocks from older below to younger above, essentially without interruption.
Stringers - A mineral veinlet or filament, usually one of a number, occurring in
a discontinuous subparallel pattern in the host rock.
Synclinoria - A basin-shaped fold system.
Tectonic - Said of or pertaining to the forces involved in, or the resulting
structures or features of the earth's crust often caused by faulting.
Tertiary - The period of time which elapsed between the end of the Cretaceous
and present time, having a duration of 65 million years ago, from 65 million
years to 0 million years ago.
Trending belts - A general term for the direction or bearing of the outcrop of a
geological feature of any dimension, such as a layer, vein, ore body, fold or
orogenic belt.
Triassic - The period of time which extends from 225 to 195 million years ago, a
duration of 30 million years, and marks the beginning of the Mesozoic Era.
Trouch - A channel, open or covered, that contains ore often associated with the
lowest part of a fold or cross-section.
Tuff - The general name for the unconsolidated material is ash, which on
consolidation is called a tuff.
Vancouver Group - a mountain range cover the upper half of Vancouver Island.
Vein is ribboned - Said of a vein of mineralization having alternating streaks
of ore with waste rock, or simply varicolored ore material.
VLF-EM - A geophysical exploration method that uses very low frequency radio
waves to detect conductive formations or ore bodies below the Earth's surface.
Volcanic rock - A generally finely crystalline or glassy igneous rock resulting
from volcanic action at or near the Earth's surface, either ejected explosively
or extruded as lava.
Volcanoclastic - Descriptive of a clastic rock containing volcanic material.
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PART 1
Rubincon Ventures Inc. (the "Company") is filing this Form 10-SB on a voluntary
basis to:
1 provide current, public information to the investment community;
2 to expand the availability of secondary trading exemptions under the
Blue Sky laws and thereby expand the trading market in the Company's
securities, and
3 to comply with prerequisites for listing of the Company's securities
on NASDAQ.
ITEM 1. DESCRIPTION OF BUSINESS
HISTORICAL OVERVIEW OF THE COMPANY
The Company was incorporated on February 2, 1999. The Company has no
subsidiaries and no affiliated companies. The executive offices of the Company
are located at 1366 -161st Street, Surrey, British Columbia, Canada, V4A 8A6
(Tel: 604-526-0751).
The Company is engaged in the exploration of mineral properties. (see
Part 1, "Exploration of the RUBINCON Claim"). No ore body has been discovered
and no substantial exploration has been done on its mineral claim. The Company
is purely an exploration company. There is no assurance that any ore body will
ever be found and that the Company will have sufficient funds to undertake the
exploration work required to identify an ore body.
Management anticipates that the Company's shares will be qualified on
the system of the National Association of Securities Dealers, Inc. ("NASD")
known as the OTC Bulletin Board.
The Company owns one mineral property known as the `RUBINCON' Claim. It
does not presently own any other mineral properties. The Company holds the
rights to the minerals on the Rubincon property until February 28, 2001. The
land itself is owned by the Province of British Columbia (known as the "Crown").
The Company undertook an exploration program on its claim in October 1999 in the
amount of $2,759 which has resulted in the claim being maintained in good
standing until February 28, 2001. For future years the Company will either have
to pay cash-in-lieu of $2,200 each year or else perform work on the property.
The Company has no revenue to date from the exploration of its mineral
property, and its ability to effect its plans for the future will depend on the
availability of financing. Such financing will be required to develop the
Company's mineral property to a stage where a decision can be made by management
as to whether an ore body exists and can be successfully brought into
production. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future (see Part 1, Item 2 - "PLAN OF OPERATIONS"), but there can be no
assurance that the Company will be successful in obtaining additional capital
for exploration activities from the sale of its capital stock or in otherwise
raising substantial capital.
PLANNED BUSINESS
In addition to exploring and developing, if warranted, its mineral
property, the Company plans to seek out additional mineral properties either by
way of purchase, staking or joint venturing. (See Part 1, Item 2 - MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION").
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Much of the discussion contained in this section is "forward looking"
in that actual results may materially differ from the Company's plans as
currently contemplated. Information concerning all the factors associated with
the Company is set forth in this Item 1 and in Items 2 and 3 below. FOR A
COMPLETE UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE
FINANCIAL STATEMENTS AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS
ENTIRETY.
All dollar amounts shown in this document are stated in US dollars
unless otherwise noted.
EXPLORATION OF THE RUBINCON CLAIM
The Company retained Calvin Church, P. Geo. of Vancouver, British
Columbia, to summarize the geology and mineral potential on its mineral claim
near Zeballos, British Columbia. His report is dated July 15, 1999. The mineral
claim was staked February 11, 1999 by Edward Skoda on behalf of the Company and
named "RUBINCON".
The Claim covers 16 metric units (986 acres) located within the
Zeballos Mining Camp near the town of Zeballos on the West Coast of Vancouver
Island. Gold bearing quartz veins in the Zeballos mining camp produced over
287,811 ounces of gold and 124,700 ounces of silver from ore averaging 0.44
ounces per ton during the period of 1934 to 1948.
The Company was incorporated on February 2, 1999 and engaged the
services of Edward Skoda to "stake" a mineral claim for it in the Zeballos
mining area of British Columbia. The claim, subsequently recorded as the
`RUBINCON' claim, was "staked" on February 11, 1999.
"Staking" of a claim is the method used by the ministry of mines for
the Province of British Columbia in verifying title to the minerals on Crown
property. The individual staking a claim, known as the "staker" inserts a post
or stake into the ground of unstaked property and defines this post as the
corner post or "identification" post. A serial pre-numbered tag, purchased from
the Gold Commissioner's office (a department of the Ministry of Mines of British
Columbia), is affixed to the post and the date and time of inserting the post
into the ground is recorded on it as well as the proposed name of the Claim. The
staker is required to walk in a line one in the directions from the stake and
another line a 90 degree angle from the original walk starting at the corner
post for another 1500 feet. Upon completion of these two walks the staker
records the number of units being staked upon the metal tag on the corner post.
This information is recorded on a 4 foot post mineral claim form and filed with
the Gold Commissioner's Office.
The Company has not identified any other mineral properties for staking
and, therefore, has only the RUBINCON property. It is the intention of
management to identify other properties of merit in the future but to date none
have been identified.
LOCATION, ACCESS AND TOPOGRAPHY
The property is situated five kilometres east of the town of Zeballos,
which is located on the West Coast of Vancouver Island about 300 kilometres (188
miles) northwest of Victoria, British Columbia, Canada. The geographic center of
the Rubincon property is located at 126(degree)46'10" West Longitude and
50(degree)00'08" North Latitude on N.T.S. mapsheet 92 L/2. This location may
also be described as being in U.T.M. zone 09 with coordinates Northing 5541050N
and Easting 659900E. The claim boundaries enclose the headwaters of Goldvalley
and Curley Creeks with Lukwa Mountain in the approximate centre of the claim.
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Access is by an all weather road that follows the Zeballos River and
connects Zeballos to the Island highway at Mukwilla Lake. Six kilometres north
of the town of Zeballos the Goldvalley main line branches south and follows the
valley past the C.D. mine where footpaths lead to the headwaters of Goldvalley
Creek and onto the west side of the property. Alternatively forestry roads
following the west side of the Nomash river lead to the old Homeward mine from
where Curly creek may be followed to its headwaters and onto the claim's east
side. A logging road is proposed to access timber in the Curly Creek valley.
The terrain is mountainous and rugged. Elevations range from 20 meters (75
ft) in the Zeballos River valley to above 1030 meters (Mt. Lukwa 3,749ft) at
some of the local peaks within the mining camp. Many of the creeks flow down
waterfalls in narrow canyons and there are many unscalable bluffs which make
foot traverses difficult. The area is considered coastal rainforest and total
annual precipitation is high, rarely less than 500 centimeters (200 in.).
Forests of yellow cedar and hemlock populate the mountaintops and Douglas fir
and red cedar grow well in the river valleys, however, much of the main
drainages were logged in the 1940's.
CLAIM STATUS
The Rubincon claim was staked by a commissioned staker and is
registered in the Alberni Mining Division of British Columbia. The claim was
then sold to Rubincon Ventures Inc., of Surrey, B.C., for the sum of $385
thereby allowing the Company to own the claim outright. Mineral tenure is secure
for one year from the date of staking as described below.
Claim Name Tenure No. Units Expiry Date
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Rubincon 367964 16 February 28, 2001
The Company undertook a work program on the Rubincon claim in October,
1999 in the amount of $2,758 which will maintain the claim in good standing
until February 28, 2001. Due to having incurred additional exploration expenses
in comparison to the $1,100 required by the Ministry of Mines to maintain the
claim for a further year, the Company has a pack credit of $1,658 which it can
apply against the assessment work of February 28, 2002.
HISTORY
Although small amounts of gold were obtained from the Zeballos River in
the early 1900's, it was not until 1934 that the first of the rich gold-quartz
veins were discovered that made the Zeballos Camp; an important gold producer.
Productions from the Zeballos mining camp between 1934 and 1948 totaled 287,811
ounces of gold and 124,700 ounces of silver from approximately 651,000 tons of
ore mined. This gave an overall grade for the camp, including dilution, of 0.44
ounces of gold per ton; or, based on a yield of 280,623 ounces from the ore
milled, an average of 0.75 ounces per ton milled. In 1948, owing to the
increased cost of supplies and labor relative to the fixed price of gold, the
existing mines were forced to close and by the end of that year they closed
operations forever.
REGIONAL GEOLOGY
Vancouver Island is the main component of the Insular Belt, the
westernmost major tectonic subdivision of the Canadian Cordillera. The Insular
Belt contains a middle Paleozoic and a Jurassic volcanic-plutonic complex, both
apparently underlain by gneiss-migmatite terranes and
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overlain respectively by Permo-Pennsylvanian and Cretaceous clastic sediments. A
thick shield of Upper Triassic basalt, overlain by carbonate clastic sediments,
separates these two complexes in space and time. In the Zeballos-Nimpkish lake
area Gunning (1932) defined this volcanoclastic sequence the Vancouver Group.
The Vancouver Group is intruded by various bodies of the Coast Plutonic Complex
which were emplaced from late Jurassic to early Cretaceous time. Post orogenic
Tertiary clastic sediments fringe the West Coast of Vancouver Island.
STRATIGRAPHY
The volcanic and sedimentary rocks of the Vancouver Group comprise a
conformable series that strikes, in general, northerly to northwesterly and dips
westward to southwestward. Consequently the oldest rocks are found to the east
and the youngest to the west. Upper Triassic Karmutsen volcanics (muTRK) form
the base of the Vancouver Group and consist of a thick series of medium to
basic, highly amygdaloidal volcanic flows, with very little interbedded
sedimentary material. Except in contact zones with granitic intrusions the
volcanics exhibit low-grade metamorphism. The basaltic eruptions started with
pillow lavas in a deep marine rift basin, continued with aquagene tuff and
breccia as the basin became shallower, and terminated with subareal basalt
flows.
Conformably above the Karmutsen Formation is the Quatsino Formation
(uTRQ), which is composed of massive to thickly bedded white to blue crystalline
limestone. Poorly preserved ammonite fossils from the Quatsino limestone
indicates an Upper Triassic age. The succeeding Parson Bay Formation (uTRPB) is
composed of interbedded calcareous black argillite, calcareous greywacke and
sandy to shaly limestone. A general coarsening of grain size is seen moving
upward in the stratigraphic succession. The Bonanza Group (IJB) was originally
named by Gunning (1932) and included an upper unit composed of mainly rhyolitic
and basaltic tuffs and breccias. Muller (1977) has reclassified the lower
calcareous sedimentary unit as belonging to the Parsons Bay Formation. The
Bonanza represents several eruptive centres of a volcanic arc and consequently
its stratigraphy varies considerably.
INTRUSIVES
Most of the intrusive rocks on Vancouver Island form part of the Coast
Intrusions, which range in composition from quartz diorite to granite and were
emplaced during Jurassic or Cretaceous time. On northern Vancouver Island these
intrusive rocks form regional patterns of narrow northwest trending belts
separated by slightly wider belts of Upper Triassic volcanic and sedimentary
rocks. On the west side of the island the pattern is more pronounced where a 3
kilometre wide belt, just west of Nimpkish Lake, has been traced southeast to
Vernon Lake, a distance of 80 kilometres. Within the Vancouver and Bonanza
Groups the intrusives form sills, dykes and high level stocks of
hornblende-quartz-feldspar porphyry and there is an apparent comagmatic
relationship between intrusions and volcanics. Much of the economic
mineralization within the Zeballos mining camp was developed in or in close
association to these intruding batholiths and stocks.
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STRUCTURE
The structures of northern Vancouver Island are probably due to several
periods of deformation occurring from late Mesozoic to early Tertiary time.
Vancouver Group rocks are folded into broad regional anticlinoria and
synclinoria that strike northwesterly and have average trough to crest distances
of 11 to 16 kilometres (6.9 to 10 miles). A well-developed synclinal structure
was mapped between Bonanza and Nimpkish lakes however the fold pattern becomes
increasingly disrupted toward the southwest. The regional structure in the
Zeballos map area is complex due to the predominance of intrusive bodies that
disrupt the broad folds. Hoadley (1953) describes these structures as follows:
" In the vicinity of major batholithic intrusive bodies, regional structures
have been largely obliterated or masked by secondary structures imposed during
intrusion. Where the intrusions have invaded volcanic rocks, general upwarping
and relatively mild folding are observed, and some of the smaller roof pendants
have, apparently, been tilted en masse from their original position. However,
where the intrusive bodies have invaded the Quatsino limestone or the
sedimentary part of the Bonanza Group (Parson Bay Formation), the degree of
secondary folding is much more pronounced. The rocks are intricately folded or
overturned, and, in places, recumbent folds are common."
Several major north or northwest trending fault zones are mapped in the
Zeballos map area. The most pronounced fault follows the North Fork of the
Zeballos River and trends slightly west of north and dips steeply east where
observed. This fault is thought to be later than steeply dipping east to
east-northeast striking cross faults.
PROPERTY GEOLOGY
Detailed geological mapping of the Zeballos Mining Camp was completed
by J.S. Stevenson in 1950. Mesozoic volcanics and sediments of the Vancouver
Group outcrop and are intruded by Coast intrusives of probable Jurassic age over
this relatively small area (58 km(2)) (22.6 miles). Geological mapping by
Stevenson did not attempt to make regional correlations but instead used
lithology of the rocks to define the mappable units.
The volcanic and sedimentary rocks comprise a conformable series that
strikes north-northwest and dips south to southwesterly so that the oldest rocks
are found to the east and the youngest to the west. Andesitic lava of the
Karmutsen volcanics outcrop north the Zeballos river and represent the oldest
mapped unit. Massive limestone of the Quatsino Formation is intruded by
porphyritic granodiorite in the area of the Central Zeballos mine. South of that
mine a wedge shaped area of lime silicate rocks, which strike easterly and dip
vertically, is mapped between the limestone and quartz diorite. A large
assemblage of volcanics, mainly pyroclastics and minor flows of the Bonanza
Formation, abuts the quartz diorite to the west and outcrops over the southwest
quadrant of the mining camp. A northwesterly belt of Coast intrusives that
include, from oldest to youngest, gabbro and hornblende diorite, granodiorite,
quartz diorite, and several varieties of dykes, invade the stratified rocks. The
intrusives are a dominant feature within the Zeballos mining camp and as most
mineral deposits are associated with it, is of considerable economic and
geological interest.
The major structure of the area is a monoclinal fold that strikes
northwest and dips 40 to 60 degrees southwest. This fold contacts is modified by
a major northwest trending dragfold
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between Lime and Contact creeks in which the crest follows Lime creek and the
trough follows the ridge 600 metres to the east. Minor dragfolds occur near with
the quartz diorite. A major northwesterly trending fault of indeterminate
displacement follows the North Fork of the Zeballos river and appears to dip
vertically or steeply east.
MINERALIZATION AND ALTERATION
Mineral deposits of the area include gold-bearing quartz veins and high
temperature replacement (skarn) or contact metamorphic deposits in limestone or
calcareous sedimentary rocks. Deposits of the latter type are confined to areas
where Quatsino limestone and sedimentary parts of the Karmutsen and Bonanza
group rocks have been invaded by Coast intrusions. The replacements typically
contain chiefly magnetite with lesser amounts of pyrrhotite (F.L., Ridge,
Churchill) or they contain mainly chalcopyrite and only minor magnetite and
pyrrhotite (Maquinna and Central Zeballos) and sometimes appreciable gold. In
the Ford skarn deposit a 21 metre thick tabular body of magnetite follows a
limestone-tuff contact and has been traced along 400 metres of strike.
Gold-bearing veins of the Zeballos camp are characteristically narrow,
with widths less than one foot, but commonly contain gold in excess of one ounce
to the ton. Some of the veins occur in sheeted zones up to 4 feet wide that may
pinch and swell along strike forming lenticular quartz-sulphide zones. The veins
follow fairly continuous fault fissures and are often banded by an alternation
of quartz and sulphides where the abundance of sulphide varies from 10 to 50
percent and averages about 25 percent. Sulphides, in order of abundance are
pyrite, sphalerite, arsenopyrite, chalcopyrite, galena, pyrrhotite, and
occasionally marcasite.
The former producing mines in the camp were located at the northwest end
or nose of the quartz diorite intrusive body and related to structural
deformation and mineralization there. It has been found that veins, or parts of
veins, that follow the direction of tension in any fracture pattern are the most
favourable for the localization of ore. A study of fracture patterns in the
Zeballos camp (Stevenson, 1950) determined that veins that strike close to north
62 degrees east and dip vertically were formed by tension and thus most likely
to contain higher grade oreshoots. This discovery has been proven by practical
experience where several high grade veins (Privateer No.3, Goldfield Vein) and
gash veins in the Zeballos camp are orientated in this direction.
The Big Star and Howard mines, located 600 metres north of the Rubincon
property, host quartz-sulphide mineralization in stringers (1 to 8 cm wide)
along east-west trending shear zones. Tension gashes within the shear zone at
Big Star are orientated roughly in the favourable east-northeast direction and
consequently host most of the gold mineralization. The stringers are too small
to be mined individually so the value of the ore mined is dependant on the
orientation and density of stringers in a given area. Pyrite is the principle
sulphide, with arsenopyrite occasionally present in large amounts and sphalerite
and galena in smaller amounts. Alteration is most pronounced along
east-northeast trending quartz stringers where the quartz diorite has been
bleached by hydrothermal solutions up to 10 centimetres from the vein. Although
large shear zones have not been identified on the Rubincon property the same
style of mineralization and host rock is likely to occur there.
14
<PAGE>
7.0 CONCLUSIONS
o Most of the production came from gold-bearing veins less than one foot wide
and because the veins were much narrower than slopping widths dilution of
the ore was quite high especially in areas of highly sheared wall rock.
Thus the actual grade of many of the producing veins in the camp are
commonly higher than one ounce per ton.
o Gold quartz veins occur in the border phases of the intrusive rocks and in
the adjacent host rocks although there are isolated occurrences of
gold-bearing veins up to one mile from any known intrusive contact.
o The veins are commonly banded by an alternation of sulphides and quartz
indicating several episodes of mineralization. Sulphides are common in most
of the Zeballos veins comprising 10 to 50% of the vein material. In
quartz-sulphide ores the gold content increases in proportion to sulphide
content and the presence of galena or sphalerite probably due to a late
pulse of mineralization.
o Studies of structural deformation in the quartz diorite intrusive indicate
that veins, which developed parallel to the plane of tension
(062(degree)/90), contain the highest grade oreshoots. Veins that developed
along planes of maximum shearing stress (035(degree)/90 and 090(degree)/90)
tend to be lower grade and contain abundant rock fragments and gouge.
o High temperature replacement deposits (skarns) are found along contacts
between Coast intrusive rocks and limestone or calcareous sediments within
the Zeballos mining camp.
RECOMMENDATIONS
o Airphoto interpretation and reconnaissance mapping is required to determine
structural breaks and intersecting fault structures very important to
ground preparation and the formation of mineral deposits in the area. The
cost estimate is approximately $2,500.
o Construction of a soil geochemical grid across structural features sampled
at 20 metre intervals on lines spaced 100 metres apart. Major northeast
striking stratigraphic contacts and shear zones should be prospected and
the grids orientated perpendicular to them should they appear to be
mineralized. If terrain conditions prohibit establishing a grid, closely
spaced contour sampling traverses should be considered. The cost estimate
is approximately $7,500
o Ground geophysical surveys using VLF-EM and magnetometer instruments to
locate less obvious linear features (faults), geological contacts and
mineralized horizons. The cost estimate is approximately $1,000
o Prospecting and detailed geological mapping at 1:2000 scale or better over
the entire claim area. Prospecting could be prioritized according to
favorable geologic contacts especially where VLF-EM conductors have already
been identified. The cost estimate is approximately $1,000
15
<PAGE>
o Providing favorable results are obtained in the soil geochemical sampling
program additional exploration consisting of trenching and drilling would
be recommended to target anomalies from that program. The cost estimate is
approximately $150,000
The total cost of completing the recommendations by Calvin Church is
$162,000.
The Company does not have the funds to either start or finish Mr.
Church's recommendations. To have the funds available the Company will either
accept advances from its directors or officers, obtain institutional funding or
issue some of its capital stock. At present the Company has made no arrangements
to do any of these three methods of fund raising.
COMPANY'S MAIN PRODUCT
The Company's main product is the sale of gold and silver that can be
extracted once the mineral property has been explored. Since the property has
yet to be explored by the Company there is no guarantee any ore body will ever
be found.
COMPANY'S EXPLORATION FACILITIES
The Company has no plans to construct and mill or smelter on the
RUBINCON Claim until an ore body of reasonable worth is found (which may be
never).
While in the exploration phase, the crew of the Company will be living
in the town of Zeballos due to its close proximity to RUBINCON Claim and to
avoid building any permanent facilities.
RECENT EXPLORATION WORK BY THE COMPANY ON THE RUBINCON MINERAL CLAIM
In February 1999, the Rubincon claim block was laid out and staked to
encompass prospective ground adjacent to the southern boundary of the old
Zeballos gold camp. The objective, for the prospecting program, is to re-locate
old showings, old workings or geological structures of merit to determine
whether further mineral exploration is warranted.
The Company engaged a prospector in October 1999 to set up a
geochemical grid. He accessed the claim by road from the town of Zeballos; nine
miles away. The four-wheel truck was left at the Nomash Road and a two and a
half mile trek was made up the east side of Curly Creek. The evaluation
difference from the Nomash River to Mt. Lukwa is approximately 1,000 vertical
meters (3,000 feet) over a two mile horizontal distance. Ground topography was
extreme with vertical bluffs randomly offset throughout. This made the contour
prospecting difficult to carry out. Nevertheless the prospector explored a large
section of the claim noting various outcrops and anomalies. The actual cost of
prospecting the claim was $2,758 which will be applied to maintain the claim in
good standing until February 28, 2001. A pack credit of approximately $1,600 can
be applied against assessment work for February 28, 2002.
To fully explore and prospect the southern half of the claim, access
will require helicopter support. This will have to be performed in the spring or
early summer of 2000. The prospecting efforts took approximately one and a half
week before the snow started to fall and the Company will not be able to enter
the claim until the late spring.
RISK INHERENT IN MINERAL PROPERTIES
The Company and its shareholders are aware of the following risks:
16
<PAGE>
1. NO KNOWN ORE BODY
The Rubicon claim does not contain a known body of commercial ore and,
therefore, any program conducted on these properties would be an
exploratory search for ore. An ore body may never be found on the
property.
2. EXPENDITURES MAY NEVER FIND AN ORE BODY
There is no certainty any expenditures made in the exploration of the
Rubicon claim will result in discoveries of commercial quantities of
ore. Most exploration projects do not result in the discovery of
commercially mineable deposits of ore.
3. FUNDS FOR EXPLORATION MIGHT NOT BE AVAILABLE
Resource exploration is a speculative business in that a company might
not be able to raise any funding subsequent to the initial capital.
4. INSIGNIFICANT MINERAL DEPOSIT
The Company might discover a mineral deposit which might not be the
size and grade to ensure profitability when mined. It requires a
certain number of tones and grade of the ore to ensure profitable
operations and if these two factors are not present the Company will
not be able to proceed.
5. MARKETING FACTORS BEYOND THE CONTROL OF THE COMPANY
The marketability of any minerals acquired or discovered may be
affected by factors beyond the control of the Company. For example,
fluctuations of the price of gold and silver, the nearest to the claim
of milling facilities, governmental regulations, cost of labor and
equipment, taxes and quotas on production and selling, etc. Any of
these factors will have an impact on the Company's operations and its
profitability.
6. COMPETITION WITHIN THE MINING INDUSTRY
Competition within the mining industry is very competitive. The Company
will have to compete with other companies who are better known and have
more available funds. The Company might find it difficult to obtain
financing or stake properties of merit.
7. MINING INVOLVES A HIGH DEGREE OF RISK.
Mining operations generally involve a high degree of risk. Hazards such
as unusual or unexpected formations and other conditions are involved.
The Company may become subject to liability for pollution, cave-ins or
hazards against which it cannot insure or which it may not elect to
insure. The payment of such liabilities may have a material, adverse
effect on the Company's financial position.
8. ENVIRONMENTAL CONCERNS
Prior to commencing mining operations on any of its properties, the
Company must meet certain environmental requirements. Compliance with
these requirements may prove to
17
<PAGE>
be difficult and expensive. The Province of British Columbia has
enacted statutory provisions to protect the Crown's property. The Acts
that the Company has to adhere to are the "Timber Harvesting Practices
Regulations", Mineral Tenure Act, Coal Act and Forestry Act. Each of
the former Acts has their own environmental concerns which the Company
must adhere to. The Company might be liable for pollution if it does
not adhere to the requirements of the various Acts. Environment
concerns relate to the use and supply of water, the animal life in the
area, fish living in the streams, the need to cut timber and removal of
overburden; being the soil above the hard rock. No building or fixtures
of any form can be erected without the prior approval of the district
inspector for the Province. The cost and effect of adhering to the
environment requires are unknown to the Company at this time and cannot
be reasonably estimated.
9. TITLE TO THE CLAIM.
While the Company has obtained the usual industry standard title
reports with respect to the Rubincon claim, this should not be
construed as a guarantee of title. This property may be subject to
prior unregistered agreements or transfers or native land claims and
title may be affected by undetected defects. Certain of the claims may
be under dispute and resolving of a dispute may result in the loss of
all of such property or a reduction in the Company's interest therein.
10. CONFLICT OF INTEREST
Some of the Directors of the Company are also directors and officers of
other companies and conflicts of interest may arise between their
duties as directors of the Company and as directors, officers of other
companies. Even with full disclosure by all the directors and officers,
the Company cannot insure that it will receive fair and equitable
treatment in every transaction.
11. QUALIFICATION ON GOING CONCERN BY THE AUDITORS
The Company's auditors, in the audited financial statements attached to
this Form 10-SB, has qualified their audit opinion on whether the
Company will be able to raise sufficient funds to complete its
objectives and, if not, indicates that the Company might not be able to
continue as a going concern. Without adequate future financing the
Company might cease to operate.
12. NO SURVEY HAS BEEN PERFORMED
The RUBINCON claim has never been surveyed and, accordingly, the
precise location of the boundaries of the property and ownership of
mineral rights on specific tracts of land comprising the property may
be in doubt.
13. CONCENTRATION OF OWNERSHIP BY MANAGEMENT.
The management of the Company, either directly or indirectly, owns
125,820 shares. It might be difficult for any one shareholder to
solicit sufficient votes to replace the existing management. Therefore,
any given shareholder may never have a voice in the direction of the
Company.
13. MINING EXPERIENCE BY MANAGEMENT
18
<PAGE>
None by the management of the Company has had any mining experience
other then Jack Cewe who has been in the mining and production of
gravel for 50 years. He has had no experience in the mining of precious
metals similar to the other directors.
l. OTHER MINERAL PROPERTIES
The Company has not found any other mineral properties either for
staking or purchasing but will seek other mineral properties during the summer
of 2000 so to diversify its holding since, the Company does not presently have
the financial capacity to do so. Any staking and/or purchasing of mineral
properties may involve the issuance of substantial blocks of the Company's
shares. The Company has no intentions of purchasing for cash or other
considerations any mineral properties from its officers and/or directors.
EMPLOYEES
As at January 31, 2000, the Company did not have any employees either
part time or full time. Initially the Company does not wish to bear the burden
of carrying full time employees especially during periods when it is difficult
to work on the property due to weather conditions.
The executive officers identified the Rubincon claim, incorporating the
Company, obtaining the assistance of professionals as needed, identifying
potential investors to contribute the initial "seed capital", coordinating
various filing requirements and other matters normally performed by the
executive officers without any compensation. The Company has given recognition
in the financial statements for the period ended December 31, 1999 to this
contribution by expensing $5,000 for services of the President and crediting
capital contribution for a like amount.
The Company is not a party to any employment contracts or collective
bargaining agreements. The British Columbia area has a relatively large pool of
people experienced in exploration of mineral properties; being mainly geologists
and mining consultants. In addition, there is no lack of people who have
experience in working on mineral properties either as laborers or prospectors.
Initially the Company will use independent workers and consultants on a part
time basis.
COMPETITION
In Canada there are numerous mining and exploration companies, both big
and small. All of these mining companies are seeking properties of merit and
availability of funds. The Company will have to compete against such companies
to acquire the funds to develop its mineral claim. The availability of funds for
exploration is sometimes limited and the Company might find it difficult to
compete with larger and more well-known companies for capital. Even though the
Company has the rights to the mineral on its claim there is no guarantee it will
be able to raise sufficient funds in the future to maintain its mineral claim in
good standing. Therefore, if the situation occurs that it does not have
sufficient funds for exploration the claim might lapse and be staked by other
mining interests. The Company might be forced to seek a joint venture partner to
assist in the development of its mineral claim. In this case, there is the
possibility that the Company might not be able to pay its proportionate share of
the exploration costs and might be diluted to an insignificant carried interest.
Even when a commercial viable ore body is discovered, there is no
guarantee competition in refining the ore will not exist. Other companies may
have long term contracts with refining companies thereby inhibiting the
Company's ability to process its ore and eventually market it. At this point in
time the Company does not have any contractual agreements to refine any
potential ore it might discover on its mineral claim.
19
<PAGE>
The exploration business is highly competitive and highly fragmented,
dominated by both large and small mining companies. Success will largely be
dependent on the Company's ability to attract talent from the mining field.
There is no assurance that the Company's mineral expansion plans will be
realized.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
The discussion contained in this Item 2 is "forward looking" in that
actual work performed on the Company's mineral property may differ from the
recommended work program as set forth in the geological report dated July 15,
1999 by Calvin Church, P. Geo. Factors that could cause the work program to
differ are described throughout this Form.
PLAN OF OPERATION
To date the Company has concentrated on the RUBINCON claim. In the
future, the Company will seek to investigate other mining properties to
determine which ones are of merit and are of interest to the Company. Subject to
the availability of financing, the Company will seek to increase its inventory
of mineral properties and, if acceptable to management, enter into joint venture
agreements to develop various other mineral properties of merit. (SEE PART 1,
ITEM 1 - "DESCRIPTION OF THE BUSINESS"). The Company will seek to generate such
funds through the sale of securities and/or institutional financing. If an
underwriter can be found, a public offering of common stock will be considered;
alternatively the Company will seek to raise funds through a private offering of
securities to an institutional buyer or through a registered broker dealer. The
Company does not presently have any financing arranged for nor has any
underwriter yet expressed interest in such an offering, and there can be no
assurance that an underwriter can be found on terms acceptable to the Company.
In the absence of such financing, the Company may be unable to put its plans
into effect.
LIQUIDITY AND CAPITAL RESOURCES
As at December 31, 1999, the Company had $1,627 of assets, and $10,232
of liabilities of which $9,932 is due to the former President of the Company.
The cash equivalent as at December 31, 1999 was $1,627.
The Company has no contractual obligations for either lease premises,
employment agreements or work commitments on the RUBINCON claim and has made no
commitments to acquire any asset of any nature.
Operational and administrative expenses of the Company for 2000 are
projected to be approximately $6,050 which will comprise audit ($1,500), filing
fees with regulatory authorities -Edgar ($1,800), transfer agent's fees ($2,000)
and miscellaneous ($750). The RUBINCON claim is in good standing until February
28, 2000 and, if warranted, the Company need not spend any money on its claim
until that date. The current cash position is not sufficient to pay the above
noted expenses but, if required, the officers and directors can advance
additional funds to the Company.
Since February 2, 1999, the date of inception, the Company has incurred
the following expenses:
Audit and accounting (i) $ 2,550
Annual fee (ii) 125
Bank charges (iii) 21
Geology report (iv) 1,280
Incorporation costs written-off (v) 519
20
<PAGE>
Management fee (vi) 5,000
Office and miscellaneous (vii) 370
Rent (viii) 3,000
Staking costs (ix) 3,195
Telephone (x) 606
Transfer agent's fees (xi) 2,840
-----
Total expenses for the period $ 19,506
=======
(i) Audit and accounting - $2,550
The Company had its financial statements audited as at September 30, 1999,
as attached to this Form 10-SB. The accounting and preparation of a working
paper file for submission to the auditors was prepared by the Company's
Accountant. In addition, the Company prepared a financial statement from
February 2, 1999 (date of inception) to December 31, 1999 which is attached
to this Form 10-SB.
(ii) Annual fee - $125
The annual fee paid to the State of Delaware.
(iii) Bank changes - $21
Monthly service charges for operating the account as charged by the Bank of
Montreal.
(iv) Geology report - $1,280
The Company engaged the services of Calvin Church, P. Geo., to write a
report to the Company detailing the mineralization on the Rubincon claim
and recommending a future work program. This report was completed on July
15, 1999 and has been summarized in this Form under the heading of
"Exploration of RUBINCON Claim."
(v) Incorporation costs written-off - $519
The Company has treated the cost of incorporation as a period cost and has
written it off as an expense in the current period rather than capitalize
it and amortization it over a period of time.
(vi) Management fee - $3,000
The Company has not paid any fees to its directors or officers during the
current period. Nevertheless, the Company realizes that there is a cost
involved in the directors and officers devoting time and effort to the
affairs of the Company. Therefore, a management fee of $3,000 has been
expensed and credited to capital contribution during the current period.
(vii) Office and miscellaneous - $370
Office and miscellaneous expense represents the printing of cheques for use
by the Company, photocopying and fax charges.
(viii) Rent - $3,000
The Company uses the personal residents of the Secretary Treasurer of the
Company as an office. No charge has been incurred by the Company.
Nevertheless, the Company recognizes that there
21
<PAGE>
is a cost to using an office and therefore has expensed $3,000 and credited
to capital contribution a similar amount.
(ix) Staking costs - $3,195
The Company engaged the services of Edward Skoda to stake the RUBINCON
claim in the Zeballos area of British Columbia in February, 1999. In
October 1999, the Company engaged the services of Mr. Skoda to prospect the
Rubincon claim to determine if there were any outcroppings and anomalies
which might require future exploration in the Year 2000. The cost of this
exploration program was $2,758.
(x) Telephone - $606
The Company has not incurred any telephone charges to date. Nevertheless,
the Company recognizes the fact that there is a telephone cost to operating
a business and therefore has expensed $606 with an offsetting credit to
capital contribution. This expense was determined on the fair market value
of operating a telephone line and for an eleven month period.
(xi) Transfer agent's fees - $2,840
Transfer agent's fees comprise $1,200 as the annual fee paid to maintain an
account with the transfer agent and $1,640 for preparation and issuance of
share certificates. The Company has treated for accounting purposes the
annual fee of $1,200 as a period cost and has written it off in the current
period rather than amortizing it over the entire year.
Management estimates that the current funds on hand will not be
sufficient to allow the Company to undertake an exploration activities on the
Rubincon claim but is satisfy all outstanding accounts payable and maintain
operations for several months. The funds required over the next several months
will be for filing fees, accounting and general office expenses. Nevertheless,
the Company will have to raise additional fund to remain as a going concern.
The only three methods available to the Company to obtain further
funding are as follows:
a) Advances from its directors and officers sufficient to enable the
Company to undertake some, but not all, of the recommendations
set forth by Mr. Church. No commitment on the part of the
directors or officers has been made to date;
b) Obtain institutional financing based on the personal guarantees
of the Company's officers and directors. The directors and
officers have not considered this method at the present time; and
c) Insurance of the common stock of the Company either to
existing shareholders or to the general public. No plans at the
present time has made to obtain funding from this source.
Management does not believe the Company's operations have been
materially affected by inflation.
ITEM 3. DESCRIPTION OF PROPERTY
The Rubincon claim consists of one 16 unit metric claim (986 acres)
situated within the Zeballos mining camp near the town of Zeballos, 300
kilometres (188 miles) northwest of Victoria, British Columbia. The property is
100% owned by the Company.
22
<PAGE>
The Rubincon claim is situated in mountainous and rugged terrain. The
property ranges from an elevation of 75 feet to 3,700 feet. The entire property
is considered coastal rain forest, having annual precipitation of nearly 200
inches. There are creeks that flow through the property thereby making the
vegetation almost rain forest in nature. The forests are mainly yellow cedar and
hemlock with some Douglas firs and red cedar at lower elevations.
Two former producing mines, the Big Star and the Homeward, are located
with 900 feet of the north boundary of the Rubincon claim. The Rubincon claim
was explored by open pit and trenching during the 1930's. In July 1984, Golden
Quadrant Resources performed grolend magnetometer and VLF-EM surveys and collect
90 readings over 0.95 line kilometers on the now RUBINCON claim. The surveys
indicated weak to moderate conductors and the geologist doing the work
recommended further work. No gold production has ever been recorded from the
RUBINCON claim and there has been no other recorded work.
OFFICES
The Company's executive offices are located in 1366 - 161st Street,
Surrey, British Columbia, Canada. The office is located in the personal
residence of the Secretary Treasurer of the Company. There is no charge to the
Company for office but an imputed charge of $3,000 has been expensed during the
current period with an offsetting entry to capital contribution. The Company
realizes it will require an office once it has started exploration work on the
RUBINCON claim, but has yet to choose the office's location.
INCORPORATION IN THE STATE OF DELAWARE
The Company incorporated in the State of Delaware rather than British
Columbia because of tax reasons. For example, both the Federal and Provincial
Governments impose tax on any profits made. This corporate tax could range as
high as 51% of net income. In addition the Province of British Columbia has an
annual capital tax based on the number of shares outstanding. By having a
Delaware-based company, the Company, if its ex-provincially incorporates in
British Columbia, will only be subject to a 15% withholding tax as set forth in
the Canada/US Tax Treaty.
OTHER PROPERTY
The Company does not own any other property other than the rights to the
minerals located on the Rubincon claim.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERSHIP AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock as of December
31, 1999.
23
<PAGE>
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownershp (1)((2) Class (2)
----- ----- ---------------- ---------
<S> <C> <C> <C>
Common CARSTEN MIDE 200,000 (3) 8.3%
Shares 2453 Phillips Place
Buraby, British Columhia
Canada, V5A 2W1
</TABLE>
(1) As of December 31, 1999 there were 2,400,820 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table
is of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but
subject to options, warrants, rights, conversion privileges pursuant to
which such shares may be acquired in the next 60 days are deemed to be
outstanding for the purpose of computing the percentage of outstanding
shares owned by the persons having such rights, but are not deemed
outstanding for the purpose of computing the percentage for such other
persons.
(3) These shares are restricted since they were issued in compliance with
the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended. After these shares have been held
for one year, Mr. Mide, former President of the Company, could sell 1%
of the outstanding stock in the Company every three months. Therefore,
this stock can be sold after the expiration of one year in compliance
with the provisions of Rule 144. There is "stock transfer" instructions
placed against these certificates and a legend has been imprinted on
the stock certificates themselves.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of December 31, 1999.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownershp (1)((2) Class (2)
----- ----- ---------------- ---------
<S> <C> <C> <C>
Common ROMAN M. KUJATH Nil 0.00%
Shares 415 - 10357 - 109TH STREET
Edmonton, Alberta
Canada, T5J 1N3
Common ALBERT EZZY 75,820 (3) 3.16%
Shares 1366 - 161TH Surrey
Surrey, British Columbia
Canada, V4A 8A6
Common JACK CEWE 50,000 (4) 2.08%
Shares 1008 Alderside Avenue
Port Moody, British Columbia
Canada, V3H 3A6
</TABLE>
24
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Common Directors and Officers as a 125,820 5.24%
Shares Group
</TABLE>
(1) As of December 31, 1999 there were 2,400,820 common shares
outstanding. Unless otherwise noted, the security ownership disclosed
in this table is of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but
subject to options, warrants, rights, conversion privileges pursuant
to which such shares may be acquired in the next 60 days are deemed to
be outstanding for the purpose of computing the percentage of
outstanding shares owned by the persons having such rights, but are
not deemed outstanding for the purpose of computing the percentage for
such other persons. None of the directors or officers have any
options, warrants, rights or conversion privileges outstanding.
(3) Albert Ezzy is Secretary Treasurer and Director of the Company and one
of the controlling shareholders. This stock is restricted since it was
issued in compliance with the exemption from registration provided by
Section 4 (2) of the Securities Act of 1933, as amended. After this
stock has been held for one (1) year, Mr. Ezzy could sell a percentage
of his shares every three months based on 1% of the outstanding stock.
Therefore, this stock cannot be sold except in compliance with the
provisions of Rule 144.
(4) Jack Cewe is a director of the Company. These shares are held in the
name of his wife, Mabel Cewe and as such are restricted since she
lives in the same house as her husband. After this stock has been held
for one (1) year, Mabel Cewe could sell a percentage of her shares
every three months based on 1% of the outstanding and issued shares of
the Company. These shares have "stop transfer" stamped on them.
Item 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
The Company's directors and executive officers, as of December 31,
1999, are listed in the table below. Directors are elected at the Company's
annual meeting of stockholders. They hold office until their successors are
elected and qualified. The Company's officers, responsible to the Board of
Directors, are appointed annually by the Board.
<TABLE>
<CAPTION>
Term as
Director
Name Position Held Expires
---- ------------- -------
<S> <C> <C>
Roman Kujath President and Director 2000
Albert Ezzy Secretary Treasurer and 2000
Director
Jack Cewe Director 2000
</TABLE>
ROMAN KUJATH, 57, has been president of Roman M. Kujath Architects Ltd.
since 1975. He has practiced in Canada and abroad as a Architect (Masters
degrees in both Architecture and Engineering). Mr. Kujath has been responsible
for over $1 billion dollars worth of construction, including $100 million Place
de Ville in Ottawa, Canada for the Campeau Corporation. He also was a developer
for a number of turn-key housing projects in the southern United States in the
early 1970s. He is also a director of Peabodys Coffee Inc., a company currently
listed on the OTC Bulletin Board, which specializes in coffee sold via a kiosk
system. Peabodys Coffee Inc. is headquartered in Sacramento, California. He is
also a director of Summit Care Corporation; an Alberta, Canada, company
established to develop and operate long term care facilities in Alberta. Mr.
Kujath is a member of the Royal
25
<PAGE>
Architectural Institute of Canada, a past corporate member of the American
Institute of Architects, a member of the Architectural Institute of British
Columbia and the Alberta Association of Architects.
ALBERT EZZY, 65, has been in the property development business for the
past 40 years. He was born in Vancouver, British Columbia. He was educated at
the University of British Columbia where he obtained a Bachelor of Commerce
degree. Subsequent to graduating from UBC, he was employed by Standard General
Construction as an aggregate salesman. He was then employed by Goodbrand
Construction before working for Jack Cewe Ltd. as the Business Development
Manager, a position he has held for the past 20 years.
JACK CEWE, 70, has been involved in the general construction and mining
of business for the past 50 years. He was born in Richmond, B.C. Mr. Cewe is the
founder of Jack Cewe Ltd., a general company and aggregate mining. Mr. Cewe has
been actively involved in the operation of the company for the past 40 years.
Mr. Cewe currently is the director and officer for the following private
companies:
<TABLE>
<CAPTION>
Name Type of Business Founded Location
---- ---------------- ------- --------
<S> <C> <C> <C>
Jack Cewe Ltd. General Contraction 1953 Coquitlam, B.C.
Jack Cewe Inc. General Contracting 1967 Bellingham, WA
Ridge Construction Ltd. Trucking Company 1961 Coquitlam, B.C.
Shoshone Construction Ltd. Construction Company 1961 Coquitlam, B.C.
Heather Construction Ltd. Aggregate Mining 1967 Jervis Inlet, B.C.
</TABLE>
Other than Roman Kujath, the other two directors have not been involved in any
public company in the United States and have not been associated with any
company to date or contemplating a quotation on the OTC Bulletin Board.
Although Roman Kujath, Albert Ezzy and Jack Cewe do not work full time
for the Company, they plan to devote whatever time is required once the mineral
property has an exploration program ready for its development. The President of
the Company will spend approximately 25 hours a month on administrative and
planning for the Company's future exploration program while the Secretary
Treasurer will work for on 15 hours per month to prepare corporate documents.
Once development of the RUBINCON claim takes place, the President and Secretary
Treasurer will find that their hours each month will increase although they will
be relying upon mining professionals to do undertake the exploration program on
behalf of the Company.
None of the directors or officers are related to each other and are not
related to any person under consideration for nomination as a director or
appointment as an executive officer.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's executive officers have received compensation
since the Company's inception.
The following table sets forth compensation paid or accrued by the
Company during the period ended December 31, 1999 to the Company's President,
Director and Secretary Treasurer.
26
<PAGE>
Summary Compensation Table (1999)
<TABLE>
<CAPTION>
Long Term Compensation (US Dollars)
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and Princi- Comp. awards SAR payouts sation
pal position Year Salary ($) ($) (#) ($) ($)
------------ ---- ------ --- --- --- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Roman Kujath 1999- -0- -0- -0- -0- -0- -0-
President and 2000
Director
Albert Ezzy 1999- -0- -0- -0- -0- -0- -0-
Secretary Teasurer 2000
and Director
Jack Cewe 1999- -0- -0- -0- -0- -0- -0-
Director 2000
</TABLE>
There has been no compensation given to any of the Directors or Officers during
1999 and 2000. There are no stock options outstanding as at December 31, 1999
and no options have been granted in 2000, but it is contemplated that the
Company may issue stock options in the future to officers, directors, advisers
and future employees.
COMPENSATION OF DIRECTORS
Members of the Board of Directors do not receive cash compensation for
their services as Directors. Directors are not presently reimbursed for expenses
incurred in attending Board meetings.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has never before filed a prospectus specified under Section
10(a) of the Securities Act of 1933 at this time. The Company raised funds from
its officers and directors relatives, friends and business associates as more
fully described below.
SHARES ISSUED TO DIRECTORS AND OFFICERS
Albert Ezzy, Secretary Treasurer, 75,820 shares at $0.001 per share for
cash consideration.
Jack Cewe, Director, had his wife, Mabel Cewe, purchase 50,000 common
shares at a price of $0.001 per share for cash consideration.
Both the above share issues are restricted since they were issued in
compliance with the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended. After this stock has been held for one year,
the holders of these shares of the Company could sell a percentage of their
shares every three months based on 1% of the outstanding stock in the Company.
Therefore, this stock can be sold after the expiration of one year in compliance
with the provisions of Rule 144. There are "stop transfer" instructions placed
against this stock and a legend is imprinted on each stock certificate.
27
<PAGE>
Shares issued to Other Shareholders
On or about February 25, 1999, the Company issued the following shares
to individuals, other than directors and officers, contained in the list noted
below for the consideration of $0.001 per share. All shares were paid for in
cash. These shares were issued in accordance with the exemption from
registration provided by Rule 504 of Regulation D of the Securities Act of 1933,
as amended and an appropriate Form D was filed in connection with the issuance
of these shares.
<TABLE>
<CAPTION>
NUMBER OF
SHAREHOLDER SHARES
----------- ------
<S> <C>
Michael Kennaugh 100,000
Mary Hethey 75,000
Mike Thachuk 75,000
E. Del Thachuk 75,000
John Krushnisky 40,000
Gordon Krushnisky 50,000
Glyn Hethey 50,000
Raymond Contoli 100,000
Ryan Wilson 100,000
Carsten Mide (*) 200,000
Kirsten Wilson (*) 100,000
Gerald Hardy 100,000
Maryanne Thachuk 75,000
Carrie Thachuk 75,000
Carol Krushnisky 60,000
Jako Krushnisky 50,000
Robin Hethey 100,000
Randy Contoli 50,000
John Walker 50,000
Carol Finley 50,000
Laura Burns 50,000
Stacey Bligh 50,000
James Hethey 50,000
Charles Hethey 100,000
Philip Yee 50,000
Peter Lewis 100,000
Steven Limb 100,000
Fred Burns 50,000
William Work 50,000
Paul Wolf 100,000
</TABLE>
(*) Carsten Mide is the former President of the Company and Kirsten
Wilson was the former Secretary Treasurer. When these shares were issued they
were restricted from trading due to their respective positions in the Company.
Therefore, this stock is restricted since it was issued in compliance with the
exemption from registration provided by Section 4(2) of the Securities Act of
1933, as amended. After this stock has been held for one year, both Carsten Mide
and Kirsten Wilson could sell a percentage of their shares every three months
based on 1% of the outstanding stock in the Company. Therefore, this stock can
be sold after the expiration of one year in compliance with the provisions of
Rule 144. There are "stop transfer" instructions placed against this stock and a
legend is imprinted on each stock certificate.
The director and officer of the Company have contributed and continue
to contribute time, office space, telephone, and other expenses, without
compensation or reimbursement. The Company
28
<PAGE>
has given recognition to this contribution by including in expenses and
crediting capital surplus the following amounts:
<TABLE>
<CAPTION>
<S> <C>
Management fees $ 5,000
Rent 3,000
Telephone 606
------
$ 8,606
======
</TABLE>
Two of the directors of the Company are directors, officers and
stockholders of other companies. Therefore, conflicts of interest may arise
between their duties as directors of the Company and as directors and officers
of other companies. All such possible conflicts will be disclosed and the
directors concerned will govern themselves in respect thereof to the best of
their ability in accordance with the obligations imposed on them under the laws
of the State of Delaware.
All officers and the director are aware of their fiduciary
responsibilities under corporate law, especially insofar as taking advantage,
directly or indirectly, of information or opportunities acquired in their
capacities as officers and director of the Company. Any transaction with
officers or directors will only be on terms consistent with industry standards
and sound business practice in accordance with the fiduciary duties of those
persons to the Company, and depending upon the magnitude of the transactions and
the absence of any disinterested board members, the transactions may be
submitted to the shareholders for their approval in the absence of any
independent board members.
The former President of the Company has advanced money to the Company
for the following purposes:
<TABLE>
<CAPTION>
<S> <C>
Payment of original incorporation costs $ 255
General working capital 9,677
------
$ 9,932
======
</TABLE>
The above noted advance is on a demand basis and bears no interest. Had
an interest rate of 10% been used the amount of interest due and payable would
have been $353.
The three directors are prepared to advance other money to the Company
for an exploration program on the Rubincon claim. Such commitment would not
exceed $50,000 since any exploration program initially would not incur this
cost. If the Company is unable to raise further money from the issuance of its
capital stock or institutional investors and the directors are unwilling to
advance further funds subsequent to the above noted advancement, then the
Company will not be able to operate as a going concern and might cease to exist.
The Company has not entered into any transactions with a related party
and does not intend to do so in the immediate future. It is the intention of the
Company to deal with third parties in all its acquisitions of properties.
REPORTS TO SECURITY HOLDERS
Prior to filing this Form 10-SB, the Company has not been required to
deliver annual reports. To the extent that the Company is required to deliver
annual reports to security holders through its status of a reporting company,
the Company shall deliver annual reports. Also, to the extent the Company is
required to deliver annual reports by the rules or regulations of any exchange
upon which the Company's shares are traded, the Company shall deliver annual
reports. If the Company is not required to deliver annual reports, the Company
will not go to the expense of producing and delivering such reports. If the
Company is required to deliver annual reports, they will contain audited
financial statements as required.
29
<PAGE>
Prior to the filing of this Form 10-SB, the Company has not filed
reports with the Securities and Exchange Commission. Once the Company becomes a
reporting company, management anticipates that Forms 3, 4, 5, 10K-SB, 10Q-SB,
8-K and Schedules 13D along with the appropriate proxy material will have to be
filed as they come due. If the Company issues additional shares, the Company may
file additional registration statements for those shares.
The public may read and copy any material of the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding the issuers that file electronically with the Commission. The Internet
address of the Commission's site is (http://www.sec.gov).
YEAR 2000 COMPUTER PROBLEMS
The Company has experienced no difficulties with the Year 2000 computer
problems. Previous to the Year 2000 the Company did the following:
(i) Requested its professionals, which the Company was using, to
diagnose and repair the existing and known Year 2000 problems in
their computer software and systems since the Company does not
currently have its own computer system;
(ii) reviewed the possible contingent liabilities the Company may have to
third parties as a result of non-compliant systems; and
(iii) examined the extent the Company depends on third parties whose
systems may not be Year 2000 compliant.
The Company can give no assurance that the Year 2000 compliance can be
fully achieved by outside parties, being its professionals, suppliers and
creditors, it is using in transacting its business but expects to experience no
difficulties from its own system to be purchased in the future.
ITEM 8. DESCRIPTION OF SECURITIES
The Company's articles of incorporation currently provide that the
Company is authorized to issue 25,000,000 shares of common stock, par value
$0.001 per share. As at December 31, 1999, 2,400,820 shares were outstanding.
COMMON STOCK
Each holder of record of the Company's common stock is entitled to one
vote per share in the election of the Company's directors and all other matters
submitted to the Company's stockholders for a vote. Holders of the Company's
common stock are also entitled to share ratably in all dividends when, as, and
if declared by the Company's Board of Directors from funds legally available
therefore, and to share ratably in all assets available for distribution to the
Company's stockholders upon liquidation or dissolution, subject in both cases to
any preference that may be applicable to any outstanding preferred stock. There
are no preemptive rights to subscribe to any of the Company's securities, and no
conversion rights or sinking fund provisions applicable to the common stock.
30
<PAGE>
Neither the Company's Articles of Incorporation nor its Bylaws provide
for cumulative voting. Accordingly, persons who own or control a majority of the
shares outstanding may elect all of the Board of Directors, and persons owning
less than a majority could be foreclosed from electing any.
OPTIONS OUTSTANDING
There are no outstanding options. It is the intention of the Board of
Directors to grant stock options to directors, officers and future employees at
some time in the future. At the present time no consideration has been given to
the granting of stock options.
31
<PAGE>
PART 11
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's stock is not presently traded or listed on any public
market. Upon effectiveness of the Company's registration statement under the
Securities Exchange Act of 1934, it is anticipated one or more broker dealers
may make a market in its securities over-the-counter, with quotations carried on
the National Association of Securities Dealers, Inc.'s "OTC Bulletin Board".
There is no established market price for the shares. There are no
common shares subject to outstanding options or warrants or securities
convertible into common equity of the Company. The number of shares subject to
Rule 144 is 425,820 shares. Each share certificate has the appropriate legend
affixed thereto. There are no shares being offered to the public and no shares
have been offered pursuant to an employee benefit plan or dividend reinvestment
plan.
HOLDERS
There are 32 record holder of the Company's common stock as at December
31, 1999. Two of these shareholders are current directors and officers and two
of these shareholders are former directors and officers of the Company.
DIVIDENDS
The Company has never paid cash dividends on its common stock and does
not intend to do so in the foreseeable future. The Company currently intends to
retain any earnings for the operation and expansion of its business.
TRANSFER AGENT
The Company's transfer agent is Nevada Agency & Trust Co., 50 West
Liberty Street, Suite 880, Reno, Nevada, 89501.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings to which the Company is a party or to
which its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.
ITEM 3. DISAGREEMENT WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE
From inception to date, the Company's principal accountant is Andersen
Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for the
period from inception to September 30, 1999 did not contain any adverse opinion
or disclaimer, nor were there any disagreements between management and the
Company's accountants.
32
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
From inception through to December 31, 1999, the Company has issued and
sold the following unregistered shares of its common stock (the aggregated value
of all such offerings did not exceed US$1,000,000):
(i) Subscription for shares by Directors and Officers of the Company
a. Subscription for shares by a former director and officers
On February 25, 1999 the Company issued to its former President,
Carsten Mide, 200,000 common shares and to its former Secretary Treasurer,
Kirsten Wilson, 100,000 common shares at $0.001 per share.
b. Subscription for shares by current directors and officers
On February 25, 1999 the Company issued shares to individuals who
either became a director and officer or their spouse became a director of the
Company. Jack Cewe became a Director of the Company on July 12, 1999 and Albert
Ezzy became Secretary Treasurer and a Director of the Company on August 2, 1999.
Previously Jack Cewe's wife had purchased 50,000 common shares and Albert Ezzy
purchased 75,820 common shares both at a price of $0.001 per share.
The shares issued to the former President and Secretary Treasurer and
the shares issued to the present directors and officers are restricted since
they were issued in compliance with the exemption from registration provided by
Section 4(2) of the Securities Act of 1933, as amended. After this stock has
been held for one year, the former and present Directors and Officers could sell
within a three month period a percentage of their shares based on 1% of the
outstanding stock in the Company. Therefore, this stock can be sold after the
expiration of one year in compliance with the provisions of Rule 144. There are
"stop transfer" instructions placed against this certificate and a legend has
been imprinted on the stock certificate itself.
(ii) Subscription for 1,975,000 shares
On February 25, 1999, the Company accepted subscriptions from
twenty-eight investors in the amount of 1,975,000 shares at a price of $0.001
per share. In all cases the consideration was cash. These shares were issued in
accordance with the exemption from registration provided by Rule 504 of
Regulation D of the Securities Act of 1933, as amended, and an appropriate Form
D was filed in connection with the issuance of these shares.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation contain provisions which, in substance,
eliminate the personal liability of the Board of Directors and officers of the
Company and its shareholders from monetary damages for breach of fiduciary
duties as directors to the extent permitted by Delaware law. By virtue of these
provisions, and under current Delaware law, a director of the Company will not
be personally liable for monetary damages for breach of fiduciary duty, except
liability for:
a. breach of his duties of loyalty to the Company or to its shareholders;
b. acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law;
33
<PAGE>
c. dividends or stock repurchase or redemptions that are unlawful under
Delaware law; and
d. any transactions from which he or she receives an improper personal
benefit.
These provisions pertain only to breaches of duty by individuals solely
in the capacity as directors, and not in any other corporate capacity, such as
an officer, and limit liability only for breaches of fiduciary duties under
Delaware law and not for violations of other laws (such as Federal securities
laws). As a result of these indemnifications provisions, shareholders may be
unable to recover monetary damages against directors for actions taken by them
that constitute negligence or gross negligence or that are in violation of their
duties, although it maybe possible to obtain injunctive or other equitable
relief with respect to such actions.
The inclusion of these indemnification provisions in the Company's
By-laws may have the effect of reducing the likelihood of derivation litigation
against directors, and may discourage or deter shareholders or management from
bringing lawsuit action, if successful, might otherwise benefit the Company or
its shareholders.
The Company will be entering into separate indemnification agreements
with its directors and officers containing provisions that provide for the
maximum indemnification allowed to directors and officers under Delaware law and
the Company, among other obligations, to indemnify such directors and officers
against certain liabilities that may arise by reason of their status as
directors and officers, other than liabilities arising from willful misconduct
of a culpable nature, provided that such persons acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interest
of the Company and, in the case of criminal proceeding, had no reasonable cause
to believe that his conduct was unlawful. In addition, the indemnification
agreement provides generally that the Company will, subject to certain
exceptions, advance the expenses incurred by director and officers as a result
of any proceedings against them as to which they may be entitled to
indemnifications. The Company believes these arrangements are necessary to
attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such act, and is
therefore unenforceable.
34
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The following financial statements are filed with this Form 10-SB:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Certified Public Accountants
Financial Statements of Rubincon Ventures Inc. 36
Balance Sheet as at September 30, 1999 37
Statement of Operations for the Period from February 2, 1999 (Date
of Inception) to September 30, 1999 38
Statement of Changes in Stockholders' Equity for the Period from
February 2, 1999 (Date of Inception) to September 30, 1999 39
Statement of Cash Flows for the Period from February 2, 1999 (Date
of Inception) to September 30, 1999 40
Notes to Financial Statements 41
Unaudited Financial Statements of Rubincon Ventures Inc.
Unaudited Balance Sheet as at December 31, 1999 44
Unaudited Statement of Operations for the Period from February 2, 1999 (Date
of Inception) to December 31, 1999 45
Unaudited Statement of Changes in Stockholders' Equity for the Period from
February 2, 1999 (Date of Inception) to December 31, 1999 46
Unaudited Statement of Cash Flows for the Period from February 2, 1999 (Date
of Inception) to December 31, 1999 47
Notes to Unaudited Financial Statements 48
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
- -------------------------------- Salt Lake City, Utah, 84106
Certified Public Accountants and Business Consultants Telephone 801-486-0096
Member SEC Practice Section of the AICPA Fax 801-486-0098
E-mail Kandersen @ msn.com
</TABLE>
Board of Directors
Rubincon Ventures Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Rubincon Ventures Inc.
(exploration stage company) at September 30, 1999 and the statement of
operations, stockholders' equity, and cash flows for the period from February 2,
1999 (date of inception) to September 30,1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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 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 Rubincon Ventures Inc. at
September 30, 1999, and the results of operations, and cash flows for the period
from February 2, 1999 (date of inception) to September 30, 1999, in conformity
with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the exploration
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "ANDERSEN ANDERSEN & STRONG"
December 20, 1999 ----------------------------------
36
<PAGE>
RUBINCON VENTURES INC.
(EXPLORATION STAGE COMPANY)
BALANCE
SEPTEMBER 30, 1999
===============================================================================
<TABLE>
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $ 3,058
---------
Total Current Assets 3,058
OTHER ASSETS
Mineral lease - Note 3 -
---------
$ 3,058
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,080
Accounts payable - related party 4,247
---------
Total Current Liabilities 6,327
---------
STOCKHOLDERS' EQUITY
Common stock
25,000,000 shares authorized, at $0.001 par
value; 2,400,820 shares issued and outstanding 2,401
Capital in excess of par value 5,950
Deficit accumulated during the development stage (11,620)
---------
Total Stockholders' Equity (3,269)
---------
$ 3,058
</TABLE>
The accompanying notes are an integral part of these financial statements.
37
<PAGE>
RUBINCON VENTURES INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FEBRUARY 2, 1999(DATE OF INCEPTION) TO SEPTEMBER 30, 1999
================================================================================
<TABLE>
<CAPTION>
<S> <C>
REVENUES $ -
EXPENSES 11,620
-------
NET LOSS $ (11,620)
=======
NET LOSS PER COMMON SHARE
Basic $ (0.01)
=======
AVERAGE OUTSTANDING SHARES
Basic 2,171,696
</TABLE>
The accompanying notes are an integral part of these financial statements.
38
<PAGE>
RUBINCON VENTURES INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FEBRUARY 2, 1999 (DATE OF INCEPTION)
TO SEPTEMBER 30, 1999
===============================================================================
<TABLE>
<CAPTION>
CAPITAL IN
COMMON STOCK EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE FEBRUARY 2, 1999 (date of inception) - $ - $ - $ -
Issuance of common stock for cash
at $.0001 - February 25, 1999 2,400,820 2,401 - -
Contribution to capital by officer-
Expenses - - 5,950 -
Net operating loss for the period from
February 2, 1999 to September 30, 1999 - - - (11,620)
.
BALANCE SEPTEMBER 30, 1999 2,400,820 $ 2,401 $ 5,950 $ (11,620)
========== ===== ===== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
39
<PAGE>
RUBINCON VENTURES INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FEBRUARY 2, 1999 (DATE OF INCEPTION) TO SEPTEMBER 30, 1999
===============================================================================
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (11,620)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in accounts payable 6,327
Capital contributions - expenses 5,950
-------
Net Cash From Operations 657
=======
CASH FLOWS FROM INVESTING
ACTIVITIES: --
-------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 2,401
-------
Net Increase in Cash 3,058
Cash at Beginning of Period --
-------
Cash at End of Period $ 3,058
========
SCHEDULE OF NONCASH INVESTING OPERATING ACTIVITIES
Contributions to capital by officer - expenses - 1999 $ 5,950
=====
</TABLE>
The accompanying notes are an integral part of these financial statements.
40
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
NOTES TO FINANCLAL STATEMENTS
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Delaware on
February 2, 1999 with authorized common stock of 25,000,000 shares with
$.001 par value.
The Company was organized for the purpose of acquiring and developing
mineral properties. At the report date mineral claims, with unknown
reserves, had been acquired. The Company has not established the existence
of a commercially minable ore deposit and therefore has not reached the
development stage and is considered to be in the exploration stage. (see
note 3)
Since inception the Company has completed Regulation D offerings of
2,400,820 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On September 30, 1999, the Company had a net operating loss carry forward
of $11,620. The tax benefit from the loss carry forward has been fully
offset by a valuation reserve because the use of the future tax benefit is
doubtful since the Company has no operations.
The loss carry forward expires in the year 2021.
Earning (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding in accordance with FAS
Statement No. 128.
41
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Capitalization of Mining Claim Costs
Costs of acquisition, exploration, carrying, and retaining unproven properties
are expensed as incurred. Cost incurred in proving and developing a property
ready for production are capitalized and amortized over the life of the mineral
deposit or over a shorter period if the property is shown to have an impairment
in value. Expenditures for mine equipment will be capitalized and depreciated
over their useful lives.
Environmental Requirements
At the report date environmental requirements related to the mineral claims
acquired (note 3) are unknown and therefore an estimate of any future cost
cannot be made.
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values. These
values are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
3. MINERAL CLAIMS
The Company acquired a 16 unit metric mineral known as the Rubincon claim
located within Zeballos mining camp 300 kilometres northwest of Victoria,
British Columbia.
The claims have not been proven to have a commercially minable ore reserve and
therefore all cost of exploration and retaining the properties have been
expensed.
The claims may be retained by the Company by the completion of yearly assessment
work of $1,600Cn or by payment of $1,600Cn. The next assessment work is due in
February 2001.
42
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
NOTES TO FINANCLAL STATEMENTS (Continued)
================================================================================
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 17% of the commons stock.
Related parties loaned money to the Company which was used to purchase mineral
claims. Note 3.
5. GOING CONCERN
The Company will need additional working capital to be successful in its planned
activity and continuation of the Company as a going concern is dependent upon
obtaining additional working capital and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional equity funding, and long term financing, which will enable the
Company to operate in the coming year.
43
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
BALANCE SHEET
December 31, 1999
(Unaudited - Prepared by Management)
ASSETS
CURRENT ASSETS
Cash $ 1,627
--------
TOTAL CURRENT ASSETS 1,627
--------
OTHER ASSETS
Mineral claims - Note 3 --
--------
$ 1,627
========
LIABILITIES
Accounts payable $ 300
Accounts payable - related party 9,932
--------
10,232
--------
STOCKHOLDERS' EQUITY
Common stock
25,000,000 shares authorized, at $0.001 par
value, 2,400,820 shares issued and outstanding 2,401
Capital in excess of par value 8,500
Deficit accumulated during the development stage (19,506)
--------
Total Stockholders' Equity (8,605)
--------
$ 1,627
========
The accompanying notes are an integral part of these
unaudited financial statements.
44
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
STATEMENT OF OPERATIONS
For the period from February 2, 1999 (Date of Inception) To December 31, 1999
(Unaudited - Prepared by Management)
SALES $ --
----------
EXPENSES
Accounting and audit 2,550
Annual fees 125
Bank charges 21
Geological report 1,280
Incorporation costs written off 519
Management fees 5,000
Office 370
Rent 3,000
Staking costs 3,195
Telephone 606
Transfer agent fees 2,840
----------
NET LOSS $ 19,506
==========
NET LOSS PER COMMON SHARE
Basic $ 0.009
==========
AVERAGE OUTSTANDING SHARES
Basic 2,234,998
==========
The accompanying notes are an integral part of these
unaudited financial statements.
45
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
For the period from February 2, 1999 (Date of Inception)
to December 31, 1999
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
CAPITAL IN
COMMON STOCK EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE FEBRUARY 2, 1999 (date of inception) -- $ -- $ -- $ --
Issuance of common shares for cash at
$0. 001 per share - February 25, 1999 2,400,820 2,401 -- --
Capital contributions - expenses -- -- 8,500
Net operating loss for the period from
February 2, 1999 to December 31, 1999 -- -- -- (19,506)
--------- ------- ------ --------
BALANCE DECEMBER 31, 1999 2,400,820 $2,401 $8,500 $(19,506)
========= ====== ====== ========
</TABLE>
The accompanying notes are an integral part of these
unaudited financial statements.
46
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
STATEMENT OF CASH FLOWS
For the period from February 2, 1999 (Date of Inception)
to December 31, 1999
(Unaudited - Prepared by Management)
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(19,506)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Changes in accounts payable 10,232
Increase in due to a director 8,500
--------
Net Cash from Operations (774)
--------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Mineral claims --
--------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 2,401
--------
Net Increase in Cash 1,627
Cash at Beginning of Period --
--------
CASH AT END OF PERIOD $ 1,627
========
SCHEDULE OF NONCASH INVESTING OPERATING ACTIVITIES
Contributions to capital - expenses - 1999 $ 8,500
========
The accompanying notes are an integral part of these
unaudited financial statements.
47
<PAGE>
RUBINCON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Unaudited - Prepared by Management)
1. ORGANIZATION
The Company was incorporated under the laws of the State of Delaware on
February 2, 1999 with the authorized common shares of 25,000,000 shares
at $0.001 par value.
The Company was organized for the purpose of developing mineral
properties. As at December 31, 1999 a mineral claim, with unknown
reserves, had been acquired. The Company has not established the
existence of a commercially minable ore deposit and therefore has not
reached the development stage and is considered to be in the
exploration stage (see note 3).
The Company has completed a Regulation D offering of 2,400,820 shares
of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method
of accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of
dividends.
Income Taxes
On December 31, 1999, the Company had a net operating loss carry
forward of $19,506. The tax benefit from the loss carry forward has
been fully offset by a valuation reserve because the use of the future
tax benefit is doubtful since the Company has no operations.
The loss carry forward expires in the year 2021.
48
<PAGE>
RUBINCON VENTURES INC.
(Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Unaudited - Prepared by Management)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Loss per Share
Loss per share amounts are computed based on the weighted average
number of shares actually outstanding using the treasury stock method
in accordance with FAS Statement No. 128.
Capitalization of Mining Claim Costs
Costs of acquisition, exploration, carrying, and retaining unproven
properties are expensed as incurred. Costs incurred in proving and
developing a property ready for production are capitalized and
amortized over the life of the mineral deposit or over a shorter period
if the property is shown to have an impairment in value. Expenditures
for mining equipment are capitalized and depreciated over their useful
life.
Environmental Requirements
At the report date environmental requirements related to the mineral
claims acquired (note 3) are unknown and therefore an estimate of any
future costs cannot be made.
Financial Instruments
The carrying amounts of financial instruments, including cash and
accounts payable, are considered by management to be their estimated
fair values. These values are not necessarily indicative of the amounts
that the Company could realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles.
Those estimates and assumptions affect the reported amounts of the
assets and liabilities, the disclosure of contingent assets and
liabilities, and the reported revenues and expenses. Actual results
could vary from the estimates that were assumed in preparing these
financial statements.
49
<PAGE>
RUBINCON VENTURES INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
(Unaudited - Prepared by Management)
3. MINERAL CLAIMS
The company acquired a 16 unit metric mineral claim known as the
Rubincon claim, located within Zeballos mining camp 300 kilometres
northwest of Victoria, British Columbia.
The claims have not been proven to have a commercially minable ore
reserve and therefore all costs for exploration and retaining the
properties have been expensed.
The claims may be retained by the Company upon payment of a yearly
property tax of approximately $1600Cn. The next property payment is due
on February 28, 2001.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 17 % of the common stock.
Related parties loaned money to the Company which was used to purchase
mining claims from the same parties. Note 3
5. GOING CONCERN
The Company will need additional working capital to be successful in
its efforts to develop the mineral claims acquired and therefore
continuation of the Company as a going concern is dependent upon
obtaining additional working capital and the management of the Company
has developed a strategy, which it believes will accomplish this
objective through additional equity funding, and long term financing,
which will enable the Company to operate in the future.
50
<PAGE>
PART 111
<TABLE>
<CAPTION>
Item 1. Index to Exhibits
Exhibit
no.
- ------
<S> <C>
(2) Charter and By-Laws
(a) Certificate of Incorporation of Rubincon Ventures Inc. (filed herewith, page 53)
(b) Amended and Restated Articles of Incorporation (filed herewith, page 54)
(c) Bylaws (filed herewith, page 60)
(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith, page 69)
(5) Voting Trust Agreements
None
(6) Material Contracts
(a) Not made in the ordinary course of business
(i) Transfer Agent and Registrar Agreement between
Company and Nevada Agency & Trust Co., dated October
10, 1999 (filed herewith, page 70)
(10) Consent of experts and counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent
certified public accountants (filed herewith, page 73)
(11) Statement re computation of per share earnings
Not applicable
(16) Letter of change in certifying accountant
Not applicable
(21) Subsidiaries of the Company
Not applicable
(24) Power of Attorney
None
(27) Financial Data Schedule Worksheet
(99) Addition Exhibits
None
Item 2. Descriptions of Exhibits
None
</TABLE>
[Attached, pages 53 through 76]
51
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Company has caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Rubincon Ventures Inc.
(Company)
by /s/ "Albert Ezzy"
-----------------------------------
Albert Ezzy
Secretary Treasurer and Director
Dated: February 6, 2000
52
EXHIBIT (2) (A)
CERTIFICATE OF INCORPORATION
OF
RUBINCON VENTURES INC.
- --------------------------------------------------------------------------------
FIRST. The name of the corporation shall be:
RUBINCON VENTURES INC.
SECOND: Its registered office in the State of Delaware is to be located
at 1013 Centre Road, in the City of Wilmington, County of New Castle,
19805, and its registered agent at such address is THE COMPANY
CORPORATION.
THIRD: The purpose or purposes of the corporation shall be:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which this corporation is
authorized to issue is:
One Thousand Five Hundred (1,500) shares without par value.
FIFTH: The name and mailing address of the incorporator is as follows:
Neysa Webb
The Company Corporation
1013 Centre Road
Wilmington, DE 19805
SIXTH: The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this
certificate of incorporation this second day of February, A.D. 1999.
//s// "Neysa Webb"
--------------------
Neysa Webb
Incorporator
53
EXHIBIT (2) (B)
ARTICLES OF INCORPORATION
STATE OF DELAWARE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
RUBINCON VENTURES INC.
The undersigned corporation amends and restates its Articles of
Incorporation originally filed on February 2, 1999 pursuant to Sections 242 of
the General Corporation Law of the State of Delaware.
ARTICLE I
The name of this corporation shall be:
RUBINCON VENTURES INC.
ARTICLE II
This corporation may engage in any activity or business permitted under
the laws of the State of Delaware, and shall enjoy all the rights and privileges
of a corporation granted by the laws of the State of Delaware.
ARTICLE III
The aggregate number of shares which the corporation shall have
authority to issue is 25,000,000 Common Shares ("Common Stock"), with a par
value of $.001 per share.
The designation and the preferences, limitations and relative rights of
the Common Stock is as follows:
1. Except as otherwise required by law or as may be provided by the
resolutions of the Board of Directors authorizing the issuance of Common Stock,
as hereinabove provided, all rights to vote and all voting power shall be vested
in the holders of Common Stock.
2. The holders of Common Stock shall be entitled to receive
when, as and if declared by the Board of Directors, out of funds legally
available therefor, dividends payable in cash, stock or otherwise.
3. Upon any liquidation, dissolution or winding-up of the
corporation, whether voluntary or involuntary, the remaining net assets of the
corporation shall be distributed pro rata to the holders of the Common Stock.
54
<PAGE>
General Provisions.
1. Except as may be provided by the resolutions of the Board
of Directors authorizing the issuance of Common Stock, as hereinabove provided,
cumulative voting by any shareholder is hereby expressly denied.
2. No shareholder of this corporation shall have, by reason
of its holding shares of any class or series of stock of the corporation, any
preemptive or preferential rights to purchase or subscribe for any other shares
of any class or series of this corporation now or hereafter authorized, and any
other equity securities, or any notes, debentures, warrants, bonds, or other
securities convertible into or carrying options or warrants to purchase shares
of any class, now or hereafter authorized whether or not the issuance of any
such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividend or voting rights of such shareholder.
ARTICLE IV
The corporation is to have perpetual existence.
ARTICLE V
The business and property of the corporation shall be managed by a
Board of not fewer than one (1) director, who shall be a natural persons of full
age, and who shall be elected annually by the shareholders having voting rights,
for the term of one year, and shall serve until the election and acceptance of
their duly qualified successors. In the event of any delay in holding, or
adjournment of, or failure to hold an annual meeting, the terms of the sitting
directors shall be automatically continued indefinitely until their successors
are elected and qualified, Directors need not be residents of the State of
Delaware nor shareholders. Any vacancies, including vacancies resulting from an
increase in the number of directors, may be filled by the Board of Directors,
though less than a quorum, for the unexpired term. The Board of Directors shall
have full power, and it is hereby expressly authorized, to increase or decrease
the number of directors from time to time without requiring a vote of the
shareholders. Any director or directors may be removed with or without cause by
the shareholders at a meeting called for such purpose.
ARTICLE VI
This corporation, and any or all of the shareholders of this
corporation, may from time to time enter into such agreements as they deem
expedient relating to the shares of stock held by them and limiting the
transferability thereof; and thereafter any transfer of such shares shall be
made in accordance with the provisions of such agreement, provided that before
the actual transfer of such shares on the books of the corporation, written
notice of such agreement shall be given to this corporation by filing a copy
thereof with the secretary of the corporation and a reference to such agreement
shall be stamped, written or printed upon the certificate representing such
shares, and the By-Laws of this corporation may likewise include provisions for
the making of such agreement, as aforesaid.
55
<PAGE>
ARTICLE VII
The private property of the shareholders of the corporation shall not
be subject to the payment of the corporation's debts to any extent whatever.
ARTICLE VIII
The corporation hereby designates, as its Registered Agent, and as its
Resident Agent to accept service of process within the State of Delaware:
The Company Corporations
1013 Centre Road
Wilmington, DE, 19805
ARTICLE IX
The following indemnification provisions shall be deemed to be
contractual in nature and not subject to retroactive removal or reduction by
amendment:
A. The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit, or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
B. The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee, or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such
56
<PAGE>
person is fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
C. To the extent that a director, officer, employee, or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in subparagraphs A and B, or in defense
of any claim, issue, or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
D. Any indemnification under subparagraphs A and B (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subparagraphs A and B. Such determination shall be made
(1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit, or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the stockholders.
E. Expenses incurred in defending a civil or criminal action, suit, or
proceeding may be paid by the corporation in advance of the final disposition of
such action, suit, or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized herein.
ARTICLE X
No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, that the foregoing clause shall not apply to any
liability of a director for any action for which the General Corporation Law of
the State of Delaware proscribes this limitation and then only to the extent
that this limitation is specifically proscribed.
ARTICLE XI
In furtherance, and not in limitation, of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized:
A. To make, alter, amend, and repeal the By-Laws of the corporation,
subject to the power of the holders of stock having voting power to alter,
amend, or repeal the By-Laws made by the Board of Directors.
B. To determine and fix the value of any property to be acquired by the
corporation and to issue and pay in exchange therefore, stock of the
corporation; and the judgment of the directors in determining such value shall
be conclusive.
C. To set apart out of any funds of the corporation available for
dividends, a reserve or reserves for working capital or for any other lawful
purposes, and also to abolish any such reserve in the same manner in which it
was created.
D. To determine from time to time whether and to what extent, and at
what time and places, and under what conditions and regulations the accounts and
books of the corporation, or any of
57
<PAGE>
the books, shall be open for inspection by the shareholders and no shareholder
shall have any right to inspect any account or book or document of the
corporation except as conferred by the laws of the State of Delaware, unless and
until authorized to do so by resolution of the Board of Directors or of the
shareholders.
E. The Board of Directors may, by resolution, provide for the issuance
of stock certificates to replace lost or destroyed certificates.
ARTICLE XII
If the By-Laws so provide, the shareholders and the Board of Directors
of the corporation shall have the power to hold their meetings, to have an
office or offices, and to keep the books of the corporation, subject to the
provisions of the laws of the State of Delaware, outside of said state at such
place or places as may be designated from time to time by the Board of
Directors.
The corporation may, in its By-Laws, confer powers upon the Board of
Directors in addition to those granted by these Articles of Incorporation, and
in addition to the powers and authority expressly conferred upon them by the
laws of the State of Delaware.
Election of directors need not be by ballot unless the By-Laws so
provide.
Directors shall be entitled to reasonable fees for their attendance at
meetings of the Board of Directors.
ARTICLE XIII
In case the corporation enters into contracts or transacts business
with one or more of its directors, or with any firm of which one or more of its
directors are members, or with any other corporation or association of which one
or more of its directors are shareholders, directors, or officers, such
contracts or transactions shall not be invalidated or in any way affected by the
fact that such director or directors have or may have an interest therein which
is or might be adverse to the interest of this corporation, provided that such
contracts or transactions are in the usual course of business.
In the absence of fraud, no contract or other transaction between this
corporation and any other corporation or any individual or firm, shall in any
way be affected or invalidated by the fact that any of the directors of this
corporation is interested in such contract or transaction, provided that such
interest shall be fully disclosed or otherwise known to the Board of Directors
in the meeting of such Board at which time such contract or transaction was
authorized or confirmed, and provided, however, that any such directors of this
corporation who are so interested may be counted in determining the existence of
a quorum at any meeting of the Board of Directors of this corporation which
shall authorize or confirm such contract or transaction, and any such director
may vote thereon to authorize any such contract or transaction, and any such
director may vote thereon to authorize any such contract or transaction with the
like force and effect as if he were not such director or officer of such other
corporation or not so interested.
ARTICLE X1V
If the corporation is not a reporting company, no shares shall be
transferred with the previous consent of the Directors expressed by a resolution
of the Board and the Directors shall not be required to give any reason for
refusing to consent to any such proposed transfer. If the
58
<PAGE>
corporation is not a reporting company, no shares or debt obligations issued by
the corporation shall be offered for sale to the public.
ARTICLE XV
The corporation reserves the right to amend, alter, change or repeal
any provision contained in these Amended and Restated Articles of Incorporation
in the manner now or hereafter prescribed by law, and all rights and powers
conferred herein upon shareholders, directors and officers are subject to this
reserved power.
IN WITNESS WHEREOF, I, the undersigned, pursuant to the laws of the
State of Delaware, has hereunto duly executed the foregoing Amended and Restated
Articles of Incorporation to be filed in the Office of the Secretary of the
State of Delaware for the purposes therein set forth this 10th of May, 1999.
/s/ "Carsten Mide"
---------------------------------
Carsten Mide, President
59
EXHIBIT (2) (C)
BYLAWS
OF
RUBINCON VENTURES INC.
(a Delaware corporation)
- --------------------------------------------------------------------------------
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in
the corporation shall be signed by, or in the name of, the corporation by the
Chairperson or Vice-Chairperson of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer or
the Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if such person were such officer, transfer
agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or
uncertificated shares in place of any certificate theretofore issued by it,
alleged to have been lost, stolen, or destroyed, and the Board of Directors may
require the owner of the lost, stolen, or destroyed certificate, or such owner's
legal representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. UNCERTIFICATED SHARES. Subject to any conditions imposed by the
General Corporation Law, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any
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uncertificated shares, the corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall
not be required to, issue fractions of a share. If the corporation does not
issue fractions of a share, it shall (1) arrange for the disposition of
fractional interests by those entitled thereto, (2) pay in cash the fair value
of fractions of a share as of the time when those entitled to receive such
fractions are determined, or (3) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated fractional share shall,
but scrip or warrants shall not unless otherwise provided therein, entitle the
holder to exercise voting rights, to receive dividends thereon, and to
participate in any of the assets of the corporation in the event of liquidation.
The Board of Directors may cause scrip or warrants to be issued subject to the
conditions that they shall become void if not exchanged for certificates
representing the full shares or uncertificated full shares before a specified
date, or subject to the conditions that the shares for which scrip or warrants
are exchangeable may be sold by the corporation and the proceeds thereof
distributed to the holders of scrip or warrants, or subject to any other
conditions which the Board of Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any, transfers
or registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by the registered holder's attorney thereunto authorized by power of attorney
duly executed and filed with the Secretary of the corporation or with a transfer
agent or a registrar, if any, and, in the case of shares represented by
certificates, on surrender of the certificate or certificates for such shares of
stock properly endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation
may determine the stockholders entitled to notice of or to vote at any meeting
of stockholders or any adjournment thereof, the Board of Directors may fix a
record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining stockholders entitled to notice of or to vote at a
meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting. In order that the corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
of Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and
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which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by the General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder; provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require.
7. STOCKHOLDER MEETINGS.
- - TIME. The annual meeting shall be held on the date and at the time fixed, from
time to time, by the directors, provided, that the first annual meeting shall be
held on a date within thirteen months after the organization of the corporation,
and each successive annual meeting shall be held on a date within thirteen
months after the date of the preceding annual meeting. A special meeting shall
be held on the date and at the time fixed by the directors.
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- - PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
- - CALL. Annual meetings and special meetings may be called by the directors or
by any officer instructed by the directors to call the meeting.
- - NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given,
stating the place, date, and hour of the meeting and stating the place within
the city or other municipality or community at which the list of stockholders of
the corporation may be examined. The notice of an annual meeting shall state
that the meeting is called for the election of directors and for the transaction
of other business which may properly come before the meeting, and shall (if any
other action which could be taken at a special meeting is to be taken at such
annual meeting) state the purpose or purposes. The notice of a special meeting
shall in all instances state the purpose or purposes for which the meeting is
called. The notice of any meeting shall also include, or be accompanied by, any
additional statements, information, or documents prescribed by the General
Corporation Law. Except as otherwise provided by the General Corporation Law, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been waived, and
directed to each stockholder at such stockholder's record address or at such
other address which such stockholder may have furnished by request in writing to
the Secretary of the corporation. Notice by mail shall be deemed to be given
when deposited, with postage thereon prepaid, in the United States Mail. If a
meeting is adjourned to another time, not more than thirty days hence, and/or to
another place, and if an announcement of the adjourned time and/or place is made
at the meeting, it shall not be necessary to give notice of the adjourned
meeting unless the directors, after adjournment, fix a new record date for the
adjourned meeting. Notice need not be given to any stockholder who submits a
written waiver of notice signed by such stockholder before or after the time
stated therein. Attendance of a stockholder at a meeting of stockholders shall
constitute a waiver of notice of such meeting, except when the stockholder
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in any written waiver of notice.
- - STOCKHOLDER LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.
- - CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one
of the following officers in the order of seniority and if present and acting -
the Chairperson of the
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Board, if any, the Vice-Chairperson of the Board, if any, the President, a
Vice-President, or, if none of the foregoing is in office and present and
acting, by a chairperson to be chosen by the stockholders. The Secretary of the
corporation, or in such Secretary's absence, an Assistant Secretary, shall act
as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the chairperson of the meeting shall appoint a secretary of
the meeting.
- - PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for such stockholder by proxy in all matters in which a
stockholder is entitled to participate, whether by waiving notice of any
meeting, voting or participating at a meeting, or expressing consent or dissent
without a meeting. Every proxy must be signed by the stockholder or by such
stockholder's attorney-in-fact. No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and, if,
and only as long as, it is coupled with an interest sufficient in law to support
an irrevocable power. A proxy may be made irrevocable regardless of whether the
interest with which it is coupled is an interest in the stock itself or an
interest in the corporation generally.
- - INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat. Each inspector, if
any, before entering upon the discharge of duties of inspector, shall take and
sign an oath faithfully to execute the duties of inspector at such meeting with
strict impartiality and according to the best of such inspector's ability. The
inspectors, if any, shall determine the number of shares of stock outstanding
and the voting power of each, the shares of stock represented at the meeting,
the existence of a quorum, the validity and effect of proxies, and shall receive
votes, ballots, or consents, hear and determine all challenges and questions
arising in connection with the right to vote, count and tabulate all votes,
ballots, or consents, determine the result, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the person presiding at the meeting, the inspector or inspectors, if any, shall
make a report in writing of any challenge, question, or matter determined by
such inspector or inspectors and execute a certificate of any fact found by such
inspector or inspectors. Except as may otherwise be required by subsection (e)
of Section 231 of the General Corporation Law, the provisions of that Section
shall not apply to the corporation.
- - QUORUM. The holders of a majority of the outstanding shares of stock shall
constitute a quorum at a meeting of stockholders for the transaction of any
business. The stockholders present may adjourn the meeting despite the absence
of a quorum.
- - VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. Any other action shall be authorized by a majority of the
votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision
of the General Corporation Law may otherwise require, any action required by the
General Corporation
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Law to be taken at any annual or special meeting of stockholders, or any action
which may be taken at any annual or special meeting of stockholders, may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
the corporate action without a meeting by less than unanimous written consent
shall be given to those stockholders who have not consented in writing. Action
taken pursuant to this paragraph shall be subject to the provisions of Section
228 of the General Corporation Law.
ARTICLE 11
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall
be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of
the United States, or a resident of the State of Delaware. The initial Board of
Directors shall consist of two persons. Thereafter the number of directors
constituting the whole board shall be at least one. Subject to the foregoing
limitation and except for the first Board of Directors, such number may be fixed
from time to time by action of the stockholders or of the directors, or, if the
number is not fixed, the number shall be two. The number of directors may be
increased or decreased by action of the stockholders or of the directors.
3. ELECTION AND TERM. The first Board of Directors, unless the members thereof
shall have been named in the certificate of incorporation, shall be elected by
the incorporator or incorporators and shall hold office until the first annual
meeting of stockholders and until their successors are elected and qualified or
until their earlier resignation or removal. Any director may resign at any time
upon written notice to the corporation. Thereafter, directors who are elected at
an annual meeting of stockholders, and directors who are elected in the interim
to fill vacancies and newly created directorships, shall hold office until the
next annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Except as the General
Corporation Law may otherwise require, in the interim between annual meetings of
stockholders or of special meetings of stockholders called for the election of
directors and/or for the removal of one or more directors and for the filling of
any vacancy in that connection, newly created directorships and any vacancies in
the Board of Directors, including unfilled vacancies resulting from the removal
of directors for cause or without cause, may be filled by the vote of a majority
of the remaining directors then in office, although less than a quorum, or by
the sole remaining director.
4. MEETINGS.
TIME. Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.
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PLACE. Meetings shall be held at such place within or without the State
of Delaware as shall be fixed by the Board.
CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairperson of the Board, if any, the Vice-Chairperson of the Board, if
any, of the President, or of a majority of the directors in office.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required
for regular meetings for which the time and place have been fixed. Written,
oral, or any other mode of notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by such
director or member before or after the time stated therein. Attendance of any
such person at a meeting shall constitute a waiver of notice of such meeting,
except when such person attends a meeting for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
directors need be specified in any written waiver of notice.
QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one-third of the whole Board. A majority
of the directors present, whether or not a quorum is present, may adjourn a
meeting to another time and place. Except as herein otherwise provided, and
except as otherwise provided by the General Corporation Law, the vote of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the General
Corporation Law and these Bylaws which govern a meeting of directors held to
fill vacancies and newly created directorships in the Board or action of
disinterested directors.
Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
CHAIRPERSON OF THE MEETING. The Chairperson of the Board, if any and if
present and acting, shall preside at all meetings. Otherwise, the
Vice-Chairperson of the Board, if any and if present and acting, or the
President, if present and acting, or any other director chosen by the Board,
shall preside.
5. REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.
6. COMMITTEES. The Board of Directors may designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any
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meeting and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited by
Section 141 of the General Corporation Law, and may authorize the seal of the
corporation to be affixed to all papers which may require it.
7. WRITTEN ACTION. Any action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a Secretary, a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairperson of the Board, a Vice-Chairperson of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing such officer, no officer other than the Chairperson or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may be held by the same person, as the directors may determine.
Unless otherwise provided in the resolution choosing such officer, each officer
shall be chosen for a term which shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until such
officer's successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the resolutions of the Board of Directors designating and choosing such
officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except to the
extent that such resolutions may be inconsistent therewith. The Secretary or an
Assistant Secretary of the corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
of directors, and shall exercise such additional authority and perform such
additional duties as the Board shall assign to such Secretary or Assistant
Secretary. Any officer may be removed, with or without cause, by the Board of
Directors. Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
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ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy
of the Bylaws of RUBINCON VENTURES INC., a Delaware corporation, as in effect on
the date hereof.
Dated: April 21, 1999
// s // "Carsten Mide"
-------------------------
Secretary of
(SEAL)
68
EXHIBIT 3(A)
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
SPECIMEN STOCK CERTIFICATES
CUSIP NO. 781157 10 2
NUMBER SHARES
RUBINCON
VENTURES INC.
Authorized Common Stock: 25,000,000 Shares
Par Value: $0.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
-Shares of RUBINCON VENTURES INC. Common Stock -
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the
facsimile of its duly authorized officers.
Dated:
/s/ "K. Mide Wilson" /s/ "C. Mide "
- --------------------------- ----------------------------
President President
(SEAL)
Not valid unless countersigned by transfer agent Countersigned Registered:
NEVADA AGENCY AND TRUST COMPANY
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA, 89501
By
------------------------
Authorized Signature
69
EXHIBIT (6) (A) (I)
TRANSFER AGENT AND REGISITRAR AGREEMENT
THIS AGREEMENT made and entered into this 10th day of October, 1999, by
and between:
NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada
89501, hereinafter called "TRANSFER AGENT," and
RUBINCON VENTURES INC., 2453 Phillips Place, Burnaby, B.C. V5A 2W1, a Delaware
corporation, hereinafter called "COMPANY."
NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:
1. [APPOINTMENT OF TRANSFER AGENT] The COMPANY hereby appoints TRANSFER
AGENT as the Transfer Agent and Registrar for the COMPANY'S Common Stock,
commencing on this 10th day of October, 1999.
2. [COMPANY'S DUTY] The COMPANY agrees to deliver to TRANSFER AGENT a
complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER AGENT
in this regard.
3. [STOCK CERTIFICATES] The COMPANY agrees to provide an adequate
number of stock certificates to handle the COMPANY'S transfers on a current
basis. Upon receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish
additional stock certificates as TRANSFER AGENT deems necessary considering the
volume of transfers. The stork certificates shall be supplied at COMPANY'S cost.
The TRANSFER AGENT agrees to order stock certificates from its printer upon
request of the COMPANY.
4. [TRANSFER AGENT DUTIES] TRANSFER AGENT agrees to handle the
Company's transfers, record the same, and maintain a ledger, together with a
file containing all correspondence relating to said transfers, which records
shall be kept confidential and be available to the COMPANY and its Board of
Directors, or to any person specifically authorized by the Board of Directors to
review the records which shall be made available by TRANSFER AGENT during the
regular business hours.
5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
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registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
6. [STOCKHOLIDER LIST] From time to time, as necessary for Company
stockholders meeting or mailings, the TRANSFER AGENT will certify and make
available to the current, active stockholders list for COMPANY purposes. It is
agreed that a reasonable charge for supplying such list will be made by TRANSFER
AGENT to the COMPANY. It is further agreed that in the event the TRANSFER AGENT
received a request or a demand from a stockholder or the attorney of agent for a
stockholder, for a list of stockholders, the TRANSFER AGENT will serve notice of
such request by certified mail to the COMPANY. The COMPANY will have forty-eight
(48) hours to respond in writing to the TRANSFER AGENT. If the COMPANY orders
the TRANSFER AGENT to withhold delivery of a list of stockholders as requested,
the TRANSFER AGENT agrees to follow the orders of the COMPANY. The COMPANY will
then follow the procedure set forth in the Uniform Commercial Code to restrain
the TRANSFER AGENT from making delivery of a stockholders list.
7. [TRANSFER FEE] Transfer Agent agrees to assess and collect from the
person requesting a transfer and/or the transferor, a fee of Fifteen and No/100
dollars ($15.OO) for each stock certificate issued, except original issues of
stock or warrant certificates, which fees shall be paid by the COMPANY. This fee
may be decreased or increased at any time by the TRANSFER AGENT. This fee shall
be the property of the TRANSFER AGENT.
8. [ANNUAL FEE] The COMPANY agrees to pay the TRANSFER AGENT an annual
fee of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses the
Transfer Agent for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer books and records of the corporation. The annual fee will be due on 1st
of July of each year and is subject to annual review.
8 [TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the effective date. The TRANSFER AGENT shall return all of the transfer
records to the COMPANY and its duties and obligations as TRANSFER AGENT shall
cease at that time. The TRANSFER AGENT will be paid a Termination Fee of $1.00
per registered stockholder of the Company at the time the written termination
notice is served.
I0. [COMPANY STATUS] The COMPANY will promptly advise the TRANSFER
AGENT of any changes or amendments to the Articles of Incorporation, any
significant changes in corporate status, changes in officers, etc., and of all
changes in filing status with the Securities and Exchange Commission, or any
state entity, and to hold the TRANSFER AGENT harmless from its failure to do so.
II- [INDEMNIFICATION OF TRANSFER AGENT] The COMPANY agrees to indemnify
and hold harmless the TRANSFER AGENT, from any and all loss, liability of
damage, including reasonable attorneys' fees and expenses, arising out of, or
resulting from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the TRANSFER AGENT
shall have the right to apply to independent counsel at the COMPANY'S expense in
following the COMPANY'S directions and orders.
71
<PAGE>
12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.
13. [NOTICE] Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:
TO THE COMPANY:
Carsten Mide
RUBINCON VENTURES INC.
2453 Phillips Place
Burnaby, B.C., V5A 2W1
Canada
TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY 50 West Liberty
Street, Suite 880 Reno, Nevada 89501
14. [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no attempted change, termination or waiver of any of the provisions hereof
shall binding unless in writing and signed by the parties hereto.
15. [GOVERNING LAW] This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.
THIS AGREEMENT has been executed by the parties hereto as of the day and
year 1st above written, by the duly authorized officer or officers of said
parties, and the same will be binding upon the assigns and successors in
interest of the parties hereto.
NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT
By /s/ "AMANDA CARDINALLI"
------------------------------------
AMANDA CARDINALLI, VICE PRESIDENT
RUBINCON VENTURES INC.
COMPANY
By /s/ "CARSTEN MIDE"
------------------------------------
CARSTEN MIDE/PRESIDENT
72
EXHIBIT 10(I)
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Salt Lake City, Utah, 84106
Consultants Board Telephone 801-486-0096
Member SEC Practice Section of the AICPA Fax 801-486-0098
E-mail Kandersen @ msn.com
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
RUBINCON VENTURES INC.
We hereby consent to the use of our report dated December 20, 1999, for the
period ended September 30, 1999 to be included in the form 10-SB in accordance
with Section 12 of the Securities Exchange Act of 1934.
/s/ "Andersen, Andersen & Strong"
-------------------------------------
ANDERSEN ANDERSEN & STRONG, L.C.
December 20, 1999
Salt Lake City, Utah
73
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27
Article 5 of Regulation S-X
Commercial and Industrial Companies
Financial Data Schedule Worksheet for: RUBINCON VENTURES INC.
1 of 2
Review the following list of tags for Article 5 and fill in the correct data
in the column(s) provided. Generally only one column of information will be
required, however, two columns are provided if required in the Financial Data
Schedule.
Unless otherwise noted, all tags are required. A response is required for
each item within the schedule. Use the value "0" (zero) if information is
inapplicable, or unknown. Duplicates may not be used to state financial data
except as indicated.
To include a footnote, place a number in parentheses next to the value and
provide the text of each corresponding footnote at the end of the worksheet
form.
</LEGEND>
<CIK> 0001081078
<NAME> RUBINCON VENTURES INC.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 11-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-START> FEB-02-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 1,627
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,627
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,627
<CURRENT-LIABILITIES> (10,232)
<BONDS> 0
0
0
<COMMON> (10,901)
<OTHER-SE> 19,506
<TOTAL-LIABILITY-AND-EQUITY> (1,627)
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 19,506
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (19,506)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
