UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB / A
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
(UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934)
CORBETT LAKE MINERALS, INC.
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(Name of Small Business Issuer in its charter)
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Incorporated in the State of Nevada 91-2008331
- -------------------------------------------------------------- -----------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S Employer Identification No.)
</TABLE>
Suite 1500, 885 West Georgia Street, Vancouver, B.C. V6C 3E8
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (604) 687 - 0717
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Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
None N/A
------------------- -----------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Capital Shares - $0.001 par value
------------------------------------------------------
(Title of Class)
<PAGE>
CORBETT LAKE MINERALS, INC.
TABLE OF CONTENTS
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PART I Page
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Item 1. Description of Business...........................................................................3
(a) Business Development.........................................................................3
(b) Business of the Company......................................................................3
Item 2. Plan of Operation.................................................................................4
Item 3. Description of Property...........................................................................4
Item 4. Security Ownership of Certain Beneficial Owners and Management....................................5
(a) Security Ownership of Certain Beneficial Owners..............................................5
(b) Security Ownership of Management.............................................................5
(c) Changes in Control...........................................................................6
Item 5. Directors, Executive Officers, Promoters and Control Persons......................................6
(a) Identify Directors and Executive Officers....................................................6
(b) Identify Significant Employees...............................................................6
(c) Family Relationships.........................................................................6
(d) Involvement in Certain Legal Proceedings.....................................................6
Item 6. Executive Compensation............................................................................7
Item 7. Certain Relationships and Related Transactions....................................................8
(a) Relationships with Insiders..................................................................8
(b) Transactions with Promoters..................................................................8
Item 8. Description of Securities.........................................................................8
(a) Common or Preferred Stock....................................................................8
(b) Debt Securities..............................................................................8
(c) Other Securities to be Registered............................................................9
PART II
Item 1. Market Price of and Dividends on Registrant's Common Equity and Related Stockholder Matters.......9
(a) Market Information...........................................................................9
(b) Holders......................................................................................9
(c) Dividends....................................................................................9
Item 2. Legal Proceedings.................................................................................9
Item 3. Changes in and Disagreements with Accountants.....................................................9
Item 4. Recent Sale of Unregistered Securities...........................................................10
Item 5. Indemnification of Directors and Officers........................................................10
PART F/S........................................................................................................11
PART III
Items 1 and 2. Index to and Description of Exhibits.......................................................11
</TABLE>
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT
Corbett Lake Minerals, Inc. (the "COMPANY") was incorporated under the laws of
the State of Nevada on March 3, 1999. The Company has not been involved in any
bankruptcy, receivership or similar proceedings. There has been no material
reclassification, merger, consolidation or purchase or sale of a significant
amount of assets not in the ordinary course of the Company's business.
(B) BUSINESS OF THE COMPANY
The Company is a mineral exploration and development company. The Company owns
an option to acquire a 100% undivided interest in the CP 1-12 mineral claims,
Nicola Mining Division, British Columbia, Canada (the "CP CLAIMS"). The Company
owns no other assets. An exploration report on the CP Claims prepared by Douglas
H. Hopper, Consulting Geologist, dated February 8, 1999, recommends the staking
of 17 additional claims on three sides of the CP Claims group at a cost of
CDN$1,700, and a geochemical survey with an estimated cost of CDN$10,000.
At this time, the Company has no products or services. Accordingly, there is no
requirement for any government approval of the Company's principal products or
services.
The Company's current business will not be materially affected by any existing
or probable governmental regulations, including any applicable environmental
laws. The Company's exploration program will be governed by the Mineral
Exploration Code of British Columbia. The purpose of this code is to establish
standards for mineral exploration and development and to manage exploration and
development activities to ensure maximum extraction with a minimum of
environmental disturbance. However, the Mineral Exploration Code will not apply
to the Company provided that the work to be done as part of its exploration
program does not involve any mechanical disturbance of the surface of the CP
Claims. Such exempt work includes prospecting using hand tools, geological and
geochemical surveying, airborne geophysical surveying, ground geophysical
surveying without the use of exposed, energized electrodes, hand trenching
without the use of explosives, and establishment of grid lines that do not
require the felling of trees. If the Company does any work on the CP Claims that
is not exempt it will need to comply with the Mineral Exploration Code and
obtain the applicable permits. At this time, all of the proposed work in Phase 1
of the Company's exploration program is exempt work.
The mineral industry is intensely competitive in all its phases. The Company
competes with many companies possessing greater financial resources and
technical facilities than the Company for the acquisition of mineral
concessions, claims, leases and other mineral interests as well as for the
recruitment and retention of qualified employees.
<PAGE>
No funds have been spent on research and development activities since the date
of the Company's incorporation.
The Company is not a party to any material contracts other than the Option
Agreement and the Assignment Agreement under which the Company acquired its
interest in the CP Claims. See Exhibits 6.1 - Option Agreement and 6.2 -
Assignment Agreement.
The Company has a total of one employee who is a part time employee.
ITEM 2. PLAN OF OPERATION.
The Company has not had any revenues generated from its business operations
since its incorporation.
The Company's twelve-month plan of operation is to complete the recommended
exploration program on the CP Claims. An exploration report on the property
prepared by Consulting Geologist, Douglas H. Hopper, dated February 8, 1999
recommends the staking of 17 claims on three sides of the CP Claims group at a
cost of CDN$1,700. The report also recommends a geochemical survey with a total
length of 12,000 metres at a 200 metre grid spacing. The recommended budget for
soil sampling including analysis and interpretation is CDN$10,000. The soil
samples will be analyzed for a multi element suite, which will include gold and
silver.
The Company can satisfy its cash requirements for the next 12 months without
having to raise additional funds.
The Company (i) will not be undertaking any product research or development;
(ii) will not be purchasing any plant or significant equipment; and (iii) does
not expect significant changes in the number of its employees.
Year 2000 Issues
To date, neither the Company nor its suppliers or other providers of goods and
services have experienced any problems caused by the Year-2000 issues. In
preparing for the Year 2000, the Company's costs were minimal and immaterial.
The Company does not anticipate that it will incur any material cost or that
Year-2000 issues will materially affect its operations, however, the Company
cannot be sure that Year-2000 issues will not adversely affect its operations.
ITEM 3. DESCRIPTION OF PROPERTY.
The Company's sole asset is an exclusive and irrevocable option to acquire a
100% undivided interest in the CP Claims. The CP Claims are located at the end
of Corbett Lake which is 10 miles southeast of Merritt, British Columbia
(120(degrees) 30' West Longitude and 50(degrees) 01' North Latitude).
<PAGE>
The CP Claims are mineral properties in the early stage of development. The
surrounding area is one of rolling, upland pasture with stands of poplar, fir
and pine with elevation ranging from 3,600 to 4,100 feet. Soil geochemistry at
the North end of Corbett Lake indicates a large, but unproven, copper anomaly.
The mining property covered by the CP Claims has an exploration target that is
2,000 metres long with varying widths along the strike length. The northeast
corner of the CP Claims is open ground and on the edge are trenches, shafts and
old geochemical anomalies. The CP Claims are free and clear of any claims and
are in good standing with the applicable regulatory authorities. All payments to
be made on the CP Claims have been made, including all payments to be made to
date pursuant to the terms and conditions of the Option Agreement.
On July 20, 1999, the owner of the CP Claims, Gerry Diakow, and Wet Coast
Capital Corporation entered into an Option Agreement for the CP Claims. The
purchase price for the 100% undivided interest in the CP Claims includes a
payment of CDN$7,500 to the owner, which has been made by Wet Coast Capital
Corporation and the financing of the recommended work program in the amount of
$1,700 for additional staking and $10,000 for the proposed geochemical survey.
See Exhibit 6.1 - Option Agreement for more information.
Wet Coast Capital Corporation then assigned all of its interest in the Option
Agreement to the Company in consideration of the payment of $10,000. See Exhibit
6.2 - Assignment Agreement for more information. To exercise the option and
acquire its 100% undivided interest in the CP Claims, the Company must finance
the recommended work program by July 20, 2000. The Option Agreement is silent
with respect to default and termination by the owner. The Option Agreement may
only be terminated by the Company.
The Company operates from its offices at 1500 - 885 West Georgia Street,
Vancouver, British Columbia, Canada. Space is provided to the Company on a rent
free basis by Mercer Capital Corp. and it is anticipated this arrangement will
remain until December 31, 2000. In the opinion of the management of the Company,
this office space will meet the needs of the Company for the foreseeable future.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (MORE THAN 5%)
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(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS [2]
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<S> <C> <C> <C>
Jason John
Common 301 - 2483 Yew Street 7,000,000 58.33%
Capital Shares Vancouver, B.C. V6K 3H3
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[1] The listed beneficial owner has no right to acquire any shares within
60 days of the date of this Form 10-SB from options, warrants, rights,
conversion privileges or similar obligations.
[2] Based on 12,000,000 Common Capital Shares issued and outstanding as of
April 6, 2000.
(B) SECURITY OWNERSHIP OF MANAGEMENT
<PAGE>
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=============================================================================================================
(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS [2]
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Jason John
Common 301 - 2483 Yew Street 7,000,000 58.33%
Capital Shares Vancouver, B.C. V6K 3H3
- -------------------------------------------------------------------------------------------------------------
Common Directors and Executive 7,000,000 58.33%
Capital Shares Officers (as a group)
=============================================================================================================
</TABLE>
[1] The listed beneficial owner has no right to acquire any shares within
60 days of the date of this Form 10-SB from options, warrants, rights,
conversion privileges or similar obligations.
[2] Based on 12,000,000 Common Capital Shares issued and outstanding as of
April 6, 2000.
(C) CHANGES IN CONTROL
The Company is not aware of any arrangement that may result in a change in
control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS
Mr. Jason John is the sole director of the Company and is 32 years old. Mr. John
is also the president, secretary and treasurer of the Company. Mr. John has held
the positions of sole director, president, secretary and treasurer since April
6, 1999.
A director of the Company holds office until (i) the next annual meeting of the
stockholders, (ii) his successor is elected and qualified, or (iii) he resigns.
Mr. John holds no other directorships in any other reporting company.
The following is Mr. John's business experience for the past five years.
ENSIGN DRILLING - December, 1997 to present
2001 - 4th Street, Nisku, Alberta
Assistant Driller
SHAFTSBURY'S BREWING CO. - October, 1997 to February, 1998
7989 - 82nd Street, Ladner, B.C.
Promotions
GREY BEVERAGE - April, 1993 to July, 1997
747 Chester, Annacis Island, B.C.
Account Manager, Merchandising, Delivery
(B) IDENTIFY SIGNIFICANT EMPLOYEES
<PAGE>
Mr. John is the Company's only significant employee.
(C) FAMILY RELATIONSHIPS
There are no family relationships among the directors, executive officers or
persons nominated or chosen by the Company to become directors or executive
officers.
(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
(1) No bankruptcy petition has been filed by or against any
business of which Jason John was a general partner or
executive officer either at the time of the bankruptcy or
within two years prior to that time.
(2) Jason John has never been convicted in a criminal proceeding
and is not subject to a pending criminal proceeding (excluding
traffic violations and other minor offences).
(3) Jason John has never been subject to any order, judgement, or
decree, not subsequently reversed, suspended or vacated, of
any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities
or banking activities.
(4) Jason John has never been found by a court of competent
jurisdiction (in a civil action), the Securities Exchange
Commission or the Commodity Futures Trading Commission to have
violated a federal or state securities or commodities law,
that has not been reversed, suspended, or vacated.
ITEM 6. EXECUTIVE COMPENSATION.
The Company has paid no compensation to any of its named executive officers
since the date of incorporation.
<PAGE>
SUMMARY COMPENSATION TABLE
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Long-term compensation
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Annual compensation Awards Payouts
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Other Securities
annual Restricted underlying All other
compen stock options/ LTIP compen
Name and principal Salary Bonus -sation awards SARs Payouts -sation
position Year ($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
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Trent Jordan CEO 1999 none none none none none none none
Mar 1999-Apr 1999
- --------------------------------------------------------------------------------------------------------------------
Jason John, CEO 1999 10,000 none none none none none none
Apr 1999-Present 2000 none none none none none none none
- --------------------------------------------------------------------------------------------------------------------
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Since the Company's incorporation, no stock options, stock appreciation rights,
or long-term incentive plans have been granted, exercised or repriced.
Currently, there are no arrangements between the Company and any of its
directors whereby such directors are compensated for any services provided as
directors.
Except for the Employment and Services Agreement with Jason John, there are no
other employment agreements between the Company and any named executive officer.
See Exhibit 6.3 - Employment and Services Agreement for more information. Under
this agreement, Mr. John may draw a salary of $15,000 per year at his discretion
for providing managerial services such as management of the development and
establishment of operational strategies for the implementation of the Company's
business plan. Also, the Company will reimburse Mr. John for all travelling and
other expenses. The agreement is for a term of two years renewable for an
additional one year at the sole discretion of the Company. Either party giving
five days' notice may terminate the agreement. Mr. John is not allowed to assign
the agreement.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(A) RELATIONSHIPS WITH INSIDERS
The only material transaction undertaken by the Company since its incorporation
is its acquisition of an interest in the CP Claims. No member of management,
executive officer or security holder had any direct or indirect interest in this
transaction.
(B) TRANSACTIONS WITH PROMOTERS
Mr. Jason John is the only promoter of the Company. Jason John subscribed for
and was issued 7,000,000 Common Capital Shares of the Company at $0.001 per
share. Mr. John also receives a discretionary salary and is reimbursed for
expenses. See "Item 6. - Executive Compensation" above and "Item 4. - Recent
Sale of Unregistered Securities" below for more information. Mr. John has not
received any other assets from the Company and does not own any shares
indirectly.
ITEM 8. DESCRIPTION OF SECURITIES.
<PAGE>
(A) COMMON OR PREFERRED STOCK
The authorized common stock of the Company is 200,000,000 Common Capital Shares
with a par value of $0.001 per share, of which 12,000,000 shares are issued and
outstanding as of the date of this filing. All of the issued and outstanding
Common Capital Shares are fully paid and non-assessable. There is no preferred
stock authorized.
All shares have equal voting rights and, when validly issued, are entitled to
one vote per share in all matters to be vote upon by the stockholders. The
shares have no pre-emptive, subscription, conversion or redemption rights and
may be issued only as fully paid and non-assessable shares. Cumulative voting in
the election of directors is not permitted, which means that the holders of a
majority of the issued and outstanding Common Capital Shares represented at any
stockholder meeting at which a quorum is present, will be able to elect the
entire Board of Directors if they so choose and, in such event, the holders of
the remaining Common Capital Shares will not be able to elect any directors. In
the event of liquidation of the Company, each stockholder is entitled to receive
a proportionate share of the Company's assets after distribution in full of
preferential amounts, if any. Holders of Common Capital Shares are entitled to
share rateable in dividends, as may be declared from time to time by the Board
of Directors in its discretion, from funds legally available for dividend
payments.
There is no provision in the Company's constating documents that would delay,
defer or prevent a change in control of the Company.
(B) DEBT SECURITIES
The Company is not offering any debt securities.
(C) OTHER SECURITIES TO BE REGISTERED
The Company is not registering any other securities of its capital at this time
other than its Common Capital Shares.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION
The Company's Common Capital Shares do not trade on a public trading market and
is not quoted at the present time.
Currently, there are no Common Capital Shares that (i) are subject to
outstanding options or warrants to purchase, or securities convertible into,
Common Capital Shares; (ii) the Company
<PAGE>
has agreed to register under the Securities Exchange Act of 1934; or (iii) are
or have been proposed to be publicly offered by the Company.
As of the date of this filing, none of the issued and outstanding shares of the
Company's Common Capital Shares are subject to any trading restriction or
limitation under Rule 144 promulgated under the Securities Exchange Act of 1933.
(B) HOLDERS
The Company has 21 holders of record of Common Capital Shares as of the date of
this filing.
(C) DIVIDENDS
No dividends have been declared on the Company's Common Capital Shares.
Except for the lack of funds, there are no restrictions that limit the ability
of the Company to pay dividends on the Company's Common Capital Shares.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings, and to the best of
the Company's knowledge, the CP Claims are not the subject of any pending legal
proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
The Company's principal independent accountant, Davidson & Company, Chartered
Accountant, has not changed since the date of incorporation and there have been
no disagreements with the Company's principal independent accountant.
ITEM 4. RECENT SALE OF UNREGISTERED SECURITIES.
On March 15, 1999, the Board of Directors authorized the issuance of 7,000,000
Common Capital Shares at $0.001 and 5,000,000 Common Capital Shares at $0.01 to
private investors for a total offering price of $57,000. The Company relied upon
Section 4(2) of the Securities Act of 1933 and Rule 504 of Regulation D. This
offering was not accompanied by any general advertisement or any general
solicitation. The Company received from each subscriber a completed and signed
subscription agreement containing certain representations and warranties,
including, among others, that the subscribers had bought the shares for their
own investment account. The 12,000,000 Common Capital Shares were issued for
investment purposes in a "private transaction".
The following is a list of the subscribers that subscribed for shares in the
March 15, 1999 private placement.
NAME OF SUBSCRIBERS
Jason John Michael Fediuk Perry Gorgounis
<PAGE>
Trent Jordan Liana Laurino Sam Magid
Arron Fediuk Rosemary Renix Jeff Hunter
Kent Jawant Candis Stuart Kevin Puil
Event Horizon Ltd. Kirby Oikawa Stephanie Tait
Swordfish Capital Steele Jordan Paul Williams
Orcus Global Inc. Lauren Gorgounis Joe Stuart
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Articles Twelve of the Articles of Incorporation and Article 11 of the By-Laws
of the Company set forth certain indemnification rights. The By-Laws of the
Company provide that the Company will indemnify its directors and officers from
any action, suit or proceeding, whether civil, criminal, administrative, or
investigative to the extent that indemnification is legally permissible under
the laws of Nevada. The By-laws further provide that any expenses of the
directors and officers incurred in defending an action, suit, or proceeding must
be paid by the Company as these expenses are incurred and in advance of the
final disposition of the action, suit, or proceeding provided the director or
officer provide an undertaking to repay any amount if a court finds that the
director or officer is not entitled to be indemnified.
The Company may also purchase and maintain insurance for the benefit of any
director or officer who is or was a director or officer of the Company and such
insurance may cover claims for which the Company could not indemnify such
director or officer. Currently, the Company has not purchased any such
insurance.
The By-Laws also provide that the directors may adopt other by-laws regarding
indemnification and may amend the by-laws to provide at all times the fullest
indemnification permitted by the General Corporation Law of the State of Nevada.
The Articles of the Company provide that no director or officer is personally
liable to the Company or its stockholders for damages for breach of fiduciary
duty as a director or officer, with the exception that the directors and
officers may be held liable to the Company or its stockholders for acts or
omissions that involve intentional misconduct, fraud, a knowing violation of
law, or the payment of dividends in violation of the Nevada Revised Statutes.
The Nevada Private Corporations Act provides that the Company may indemnify its
directors and officers if the directors and officers acted in good faith and in
a manner the directors and officers believed to be in the best interest of the
Company and had no reasonable cause to believe the conduct was unlawful.
Except as referred to above, no controlling person, director or officer of the
Company is insured or indemnified by any statute, charter provisions, by-laws,
contract or other arrangement.
PART F/S
The audited financial statements of the Company and related notes which are
included in this registration statement have been examined by Davidson &
Company, Chartered Accountants,
<PAGE>
and have been included in reliance upon the opinion of such accountants given
upon their authority as an expert in auditing and accounting. Additionally, the
interim unaudited finacial statements for the period ended March 31, 2000 are
included in this registration statements as prepared by Davidson & Company,
Chartered Accountants.
PART III
ITEMS 1 AND 2. INDEX TO AND DESCRIPTION OF EXHIBITS.
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EXHIBIT DESCRIPTION
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Exhibit A 1. Audited Financial Statements for the period ended Filed
December 31, 1999
2. Unaudited Financial Statements for the period ended Included
March 31, 2000
Exhibit 2.1 Corporate Charter Filed
Exhibit 2.2 Articles of Incorporation Filed
Exhibit 2.3 By-Laws Filed
Exhibit 3 Instruments defining the rights of security holders None
Exhibit 5 Voting Trust Agreement None
Exhibit 6.1 Option Agreement dated July 20, 1999 between Wet Coast Capital Corporation
and Gerry Diakow Filed
Exhibit 6.2 Assignment Agreement dated July 20, 1999 between Wet Coast Capital
Corporation and the Company Filed
Exhibit 6.3 Employment and Services Agreement dated August 2, 1999 between the Company
and Jason John Filed
Exhibit 7 Material Foreign Patents None
Exhibit 12 Additional Exhibits None
Exhibit 27 Financial Data Schedule - December 31, 1999 Filed
Financial Data Schedule - March 31, 2000 Included
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the Company has duly caused this registration statement to be signed on
its behalf by the undersigned, who is duly authorized.
CORBETT LAKE MINERALS, INC.
Dated May 16, 2000 By: "JASON JOHN"
-----------------------------
JASON JOHN - PRESIDENT
<PAGE>
CORBETT LAKE MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS)
(UNAUDITED)
MARCH 31, 2000
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)
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<CAPTION>
=============================================================================================================================
March 31, December 31,
2000 1999
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<S> <C> <C>
ASSETS
CURRENT
Cash and cash equivalents $ 22,361 $ 32,426
=============================================================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 2,000 $ 10,579
--------------- ---------------
STOCKHOLDERS' EQUITY
Capital stock (Note 5)
Authorized
200,000,000 common shares, par value of $0.001
Issued and outstanding
March 31, 2000 - 12,000,000 common shares
December 31, 1999 - 12,000,000 common shares 12,000 12,000
Additional paid-in capital 45,000 45,000
Deficit accumulated during the exploration stage (36,639) (35,153)
--------------- ---------------
Total stockholders' equity 20,361 21,847
--------------- ---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 22,361 $ 32,426
============================================================================================================================
</TABLE>
HISTORY AND ORGANIZATION OF THE COMPANY (Note 1)
GOING CONCERN (Note 2)
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
=============================================================================================================================
Cumulative
from
Incorporation
on
March 3, 1999 Three Month
to Period Ended
March 31, March 31,
2000 2000
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
EXPENSES
Incorporation costs $ 640 $ --
Filing and transfer agent fees 1,581 1,486
Legal and audit fees 14,418 --
Management fees 10,000 --
Mineral property acquisition costs 10,000 --
--------------- --------------
LOSS FOR THE PERIOD $ 36,639 $ 1,486
=============================================================================================================================
BASIC AND DILUTED LOSS PER SHARE $ -- $ 0.01
=============================================================================================================================
WEIGHTED AVERAGE SHARES OUTSTANDING -- 12,000,000
=============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
=============================================================================================================================
Deficit
Accumulated
Common Stock Additional During the
----------------------------- Paid-in Exploration
Shares Amount Capital Stage Total
- -----------------------------------------------------------------------------------------------------------------------------
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INCEPTION, MARCH 3, 1999 -- $ -- $ -- $ -- $ --
Shares issued for cash 12,000,000 12,000 45,000 -- 57,000
Loss for the period -- -- -- (35,153) (35,153)
------------- ------------- ------------- ------------- -------------
BALANCE, DECEMBER 31, 1999 12,000,000 12,000 45,000 (35,153) 21,847
Loss for the period -- -- -- (1,486) (1,486)
------------- ------------- ------------- ------------- -------------
BALANCE, MARCH 31, 2000 12,000,000 $ 12,000 $ 45,000 $ (36,639) $ 20,361
=============================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
=============================================================================================================================
Cumulative
from
Incorporation
on
March 3, 1999 Three Month
to Period Ended
March 31, March 31,
2000 2000
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (36,639) $ (1,486)
Change in other operating assets and liabilities:
Decrease in accounts payable and accrued liabilities 2,000 (8,579)
--------------- ---------------
Net cash used in operating activities (34,639) (10,065)
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used in investing activities -- --
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock for cash 57,000 --
--------------- ---------------
Net cash provided by financing activities 57,000 --
--------------- ---------------
CHANGE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD 22,361 (10,065)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -- 32,426
--------------- ---------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 22,361 $ 22,361
=============================================================================================================================
CASH PAID DURING THE PERIOD FOR:
Interest expense $ -- $ --
Income taxes -- --
=============================================================================================================================
</TABLE>
SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING AND INVESTING
ACTIVITIES
There were no significant non-cash transactions for the three month period
ended March 31, 2000 and for the period from incorporation on March 3, 1999
to March 31, 2000.
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was formed on March 3, 1999 under the Laws of the State of
Nevada and is in the business of exploration and development of mineral
properties. The Company has not yet determined whether its properties
contain mineral resources that may be economically recoverable. The Company
therefore has not reached the development stage and is considered to be an
exploration stage company.
The accompanying financial statements have been prepared by the Company
without audit. In the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the
financial position, results of operations, changes in stockholders' equity
and cash flows at March 31, 2000 and for the periods then ended have been
made. These financial statements should be read in conjunction with the
audited financial statements of the Company for the year ended December 31,
1999. The results of operations for the period ended March 31, 2000 are not
necessarily indicative of the results to be expected for the year ending
December 31, 2000.
2. GOING CONCERN
These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and the satisfaction of liabilities
and commitments in the normal course of business. The general business
strategy of the Company is to acquire mineral properties either directly or
through the acquisition of operating entities. The continued operations of
the Company and the recoverability of mineral property costs is dependent
upon the existence of economically recoverable reserves, confirmation of
the Company's interest in the underlying mineral claims, the ability of the
Company to obtain necessary financing to complete the development and upon
future profitable production. The Company has incurred operating losses and
requires additional funds to meet its obligations and maintain its
operations. Management's plan in this regard is to raise equity financing
as required. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments that might result from this uncertainty.
<TABLE>
<CAPTION>
=============================================================================================================================
March 31, December 31,
2000 1999
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Deficit accumulated during the exploration stage $ (36,639) $ (35,153)
Working capital 20,361 21,847
=============================================================================================================================
</TABLE>
3. SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with original
maturities of three months or less. These are recorded at cost which
approximates market.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents
and accrued liabilities. Unless otherwise noted, it is management's opinion
that the Company is not exposed to significant interest, currency or credit
risks arising from these financial instruments. The fair value of these
financial instruments approximate their carrying values, unless otherwise
noted.
RESOURCE PROPERTIES
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.
ENVIRONMENTAL REQUIREMENTS
At the report date, environmental requirements related to mineral claims
acquired (Note 4) are unknown and therefore an estimate of any future cost
cannot be made.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carryforwards.
Deferred tax expenses (benefit) result from the net change during the year
of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment.
LOSS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS
128"). Under SFAS 128, basic and diluted earnings per share are to be
presented. Basic earnings per share is computed by dividing income
available to common shareholders by the weighted average number of common
shares outstanding in the period. Diluted earnings per share takes into
consideration common shares outstanding (computed under basic earnings per
share) and potentially dilutive common shares.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
FOREIGN CURRENCY TRANSLATION
Translation amounts denominated in foreign currencies are translated into
United States currency at exchanges rates prevailing at transactions dates.
Carrying values of monetary assets and liabilities are adjusted at each
balance sheet date to reflect the exchange rate at that date. Gains and
losses from restatement of foreign currency monetary assets and liabilities
are included in income.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies to
record compensation cost for stock-based employee compensation plans at
fair value. The Company has chosen to account for stock-based compensation
using Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees." Accordingly compensation cost for stock options is
measured as the excess, if any, of the quoted market price of the Company's
stock at the date of the grant over the amount an employee is required to
pay for the stock.
COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standards No. 130
("SFAS 130"), "Reporting Comprehensive Income". This statement establishes
rules for the reporting of comprehensive income and its components. The
adoption of SFAS 130 had no impact on total stockholders' equity as of
March 31, 2000.
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"),
"Accounting for Derivative Instruments and Hedging Activities" which
establishes accounting and reporting standards for derivative instruments
and for hedging activities. SFAS 133 is effective for all fiscal quarters
of fiscal years beginning after June 15, 1999. In June 1999, the FASB
issued SFAS 137 to defer the effective date of SFAS 133 to fiscal quarters
of fiscal years beginning after June 15, 2000. The Company does not
anticipate that the adoption of the statement will have a significant
impact on its financial statements.
4. MINERAL PROPERTY
On July 20, 1999, the Company was granted the right to acquire a 100%
interest in the CP 1-12 mining claims located in the Nicola Mining Division
of British Columbia for $10,000 (paid). As the claims do not contain any
known reserves, the acquisition costs have been expensed during the period
ended December 31, 1999. To exercise its option, the Company must complete
a recommended work program in the amount of CDN$11,700 by July 20, 2000.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Unaudited)
MARCH 31, 2000
5. CAPITAL STOCK
The authorized common stock of the Company is 200,000,000 shares of common
stock with a par value of $0.001 per share. All of the issued and
outstanding shares are fully paid and non-assessable. All shares have equal
voting rights and, when validly issued, are entitled to one vote per share
in all matters to be voted upon by the stockholders. The shares have no
pre-emptive, subscription, conversion or redemption rights and may be
issued only as fully paid and non-assessable shares. Holders of common
shares are entitled to share rateable in dividends, as may be declared from
time to time by the Board of Directors in its discretion, from funds
legally available for dividend payments.
The Company has issued 7,000,000 common shares under Rule 504 of Regulation
D of the Securities Act of 1933, at a price of $0.001 per share, for total
proceeds of $7,000. In addition, the Company has issued 5,000,000 common
shares under Rule 504 of Regulation D of the Securities Act of 1933, at a
price of $0.01 per share, for total proceeds of $50,000.
6. INCOME TAXES
The Company's total deferred tax asset is as follows:
<TABLE>
<CAPTION>
=====================================================================================================================
March 31, December 31,
2000 1999
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Tax benefit of net operating loss carryforward $ 5,496 $ 5,273
Valuation allowance (5,496) (5,273)
--------------- --------------
$ -- $ --
=====================================================================================================================
</TABLE>
The Company has a net operating loss carryforward of approximately $36,639. The
Company has provided a full valuation allowance on the deferred tax asset
because of the uncertainty regarding realizability.
7. COMMITMENT
The Company entered into an Employment and Services Agreement dated August 2,
1999, with the director of the Company, whereby the Company shall pay a salary
of $15,000 annually for a period of two years.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS EXHIBIT CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED
FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1999 AND IS QUALIFIED BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 22,361
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,361
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 22,361
<CURRENT-LIABILITIES> 2,000
<BONDS> 0
0
0
<COMMON> 12,000
<OTHER-SE> (8,361)
<TOTAL-LIABILITY-AND-EQUITY> 22,361
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,486
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,486)
<EPS-BASIC> (0.01)
<EPS-DILUTED> (0.01)
</TABLE>
