<PAGE> 1
As filed with the Securities and Exchange Commission on
______________, 2000. Registration No. _______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ANCONA MINING CORPORATION
(Name of small business issuer in its charter)
Nevada 1081 88-0436055
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(State or Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Identification #)
Organization) Classification Code)
ANCONA MINING CORPORATION Conrad C. Lysiak, Esq.
400 Burrard Street, Suite 1950 601 West First Avenue, Suite 503
Vancouver, B.C., Canada V6C 3A6 Spokane, Washington 99201
(604) 605-0885 (509) 624-1475
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(Address and telephone of (Name, address and telephone
registrant's executive office) number of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration
Statement.
If this Form is filed to register additional common stock for an
offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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<PAGE> 2
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Securities Amount To Be Offering Price Offering Registration
To Be Registered Registered Per Share Price Fee (1)
<S> <C> <C> <C> <C>
Common Stock: 2,000,000 Shares $0.10 $200,000 $ 100.00
</TABLE>
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[1] Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c).
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR
AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS
BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO
THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
<PAGE> 3
Prospectus
ANCONA MINING CORPORATION
SHARES OF COMMON STOCK
No Minimum - 2,000,000 Maximum
Prior to this offering, there has been no public market for the
common stock.
We are offering up to a total of 2,000,000 shares of common stock
on a best efforts, no minimum, 2,000,000 shares maximum. The offering
price is $0.10 per share. There is no minimum number of shares that we
have to sell. There will be no escrow account. All money received
from the offering will be immediately used by us and there will be no
refunds. The offering will be for a period of 90 days from the
effective date and may be extended for an additional 90 days if we so
choose to do so.
Investing in the common stock involves certain risks. See "Risk
Factors" starting at page 6.
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<TABLE>
<CAPTION>
Price Aggregate Proceeds
Per Share Offering Price to Us
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<S> <C> <C> <C>
Common Stock $0.10 $200,000 $150,000
</TABLE>
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is _________________, 2000.
<PAGE> 4
TABLE OF CONTENTS
Page No.
SUMMARY OF PROSPECTUS . . . . . . . 5
RISK FACTORS . . . . . . . . . 6
RISKS ASSOCIATED WITH OUR COMPANY . . . . 6
RISKS ASSOCIATED WITH THIS OFFERING . . . 8
USE OF PROCEEDS . . . . . . . . 10
DETERMINATION OF OFFERING PRICE . . . . . 11
CAPITALIZATION . . . . . . . . . 11
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES . . 12
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING . . . 13
BUSINESS . . . . . . . . . . 15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . 24
MANAGEMENT . . . . . . . . 27
EXECUTIVE COMPENSATION . . . . . . . 29
PRINCIPAL SHAREHOLDERS . . . . . . 30
DESCRIPTION OF SECURITIES . . . . . . 31
CERTAIN TRANSACTIONS . . . . . . . 32
LITIGATION . . . . . . . . . 32
EXPERTS . . . . . . . . . . 32
LEGAL MATTERS . . . . . . . . . 32
FINANCIAL STATEMENTS . . . . . . . 33
<PAGE> 5
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SUMMARY OF PROSPECTUS
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This summary provides an overview of selected information
contained in this prospectus. It does not contain all the information
you should consider before making a decision to purchase the shares we
are offering. You should very carefully and thoroughly read the more
detailed information in this prospectus, and particularly the Risk
Factors section, review our financial statements and review all other
information that is incorporated by reference in this prospectus.
Summary Information about Our Company
We incorporated in the State of Nevada on September 7, 1999 and we
have not generated any revenues from operations. See the "Business"
section for a more detailed description of our business operations.
On September 8, 1999 we issued 5,000,000 shares of common stock
to Hugh Grenfal and Sergei Stetsenko, our officers and directors
pursuant to the exemption from registration contained in Section 4(2)
of the Securities Act of 1933.
Our administrative office is located at 400 Burrard Street, Suite
1950, Vancouver, British Columbia, Canada V6C 3A6, telephone (604) 605-
0885 and our registered statutory office is located at 5844 South Pecos
Road, Suite D, Las Vegas, Nevada 89120. Our fiscal year end is June 30.
The Offering
Following is a brief summary of this offering. Please see the
"Plan of Distribution; Terms of the Offering" in this prospectus for a
more detailed description of the terms of the offering.
Securities Being Offered . . Up to 2,000,000 shares of common
stock, par value $0.00001.
Offering Price per Share . $ 0.10
Offering Period . . . The shares are being offered for a
period not to exceed 90 days,
unless extended by our board of
directors for an additional 90
days.
Net Proceeds to Our Company . Approximately $150,000. See "Use of
Proceeds."
Use of Proceeds . . We will use the proceeds to pay for
offering expenses, research and
exploration. See "Use of Proceeds."
Number of Shares Outstanding
Before the Offering . . 5,000,000 See "Description of
Securities."
Number of Shares Outstanding
After the Offering . . . 7,000,000 See "Description of
Securities."
<PAGE> 6
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RISK FACTORS
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AN INVESTMENT IN THESE SECURITIES INVOLVES AN EXCEPTIONALLY HIGH
DEGREE OF RISK AND IS EXTREMELY SPECULATIVE. IN ADDITION TO THE OTHER
INFORMATION REGARDING OUR COMPANY CONTAINED IN THIS PROSPECTUS, YOU
SHOULD CONSIDER MANY IMPORTANT FACTORS IN DETERMINING WHETHER TO
PURCHASE THE SHARES BEING OFFERED. THE FOLLOWING RISK FACTORS ARE SOME
OF THE POTENTIAL AND SUBSTANTIAL RISKS WHICH COULD BE INVOLVED IF YOU
DECIDE TO PURCHASE SHARES IN THIS OFFERING.
RISKS ASSOCIATED WITH OUR COMPANY:
1. We Have No Operating History; We Have a History of Losses;
and, We Expect Our Losses to Continue.
We were incorporated in September 1999 and we have not started our
proposed business operations or realized any revenues. We have no
operating history upon which an evaluation of our future success or
failure can be made. Our ability to achieve and maintain profitability
and positive cash flow is dependent upon
* our ability to locate a profitable mineral property
* our ability to generate revenues
* our ability to reduce exploration and development costs.
Based upon current plans, we expect to incur operating losses in future
periods. This will happen because there are expenses associated with
the research, exploration and development of our mineral properties.
We cannot guarantee that we will be successful in generating revenues
in the future. Failure to generate revenues will cause us to go out of
business. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Business."
2. Speculative Nature of the Mineral Exploration Industry;
Exploration Stage; and No Known Ore Reserves.
Gold, silver and strategic metals exploration is highly
speculative. We are in the very early exploration stage and are
dependent on the proceeds from this offering to start our exploration
program. We cannot guarantee that
* our exploration will be successful,
* any production will be obtained
* or that production, if obtained, will be profitable.
<PAGE> 7
3. Price of Gold is Low.
The price of gold is currently low. When general economic
conditions are good, the price of gold tends to be down. Currently,
the mining industry is depressed and mineral values have been very low
over the last several years, making it difficult to conduct operations
profitably. See "Business."
4. Because We are Small and Do Not Have Much Capital, We Must
Limit Our Exploration and Development.
There is competition in the mineral exploration and development
industry. Because we are small and do not have much capital, we must
limit our exploration and development. There are other larger mining
companies that could and probably would spend more time and money in
exploring and developing our property. As a result of our limited
capital, we may not be able to hire qualified employees.
5. Supply Factors.
Competition and unforeseen limited sources of supplies in the
industry could result in occasional shortages of supplies of certain
products, equipment or materials we may use in our operations. We
cannot guarantee we will be able to obtain certain products, equipment
and/or materials which we require, without interruption. See
"Business."
6. Factors Affecting Our Operations.
Our success depends on a number of factors, many of which are
beyond our control. These factors are:
* the rates of and costs associated with the exploration and
development of our properties
* capital expenditures and other costs relating to the expansion of
our business operations
* fluctuations in the price of minerals
* changes in operating expenses
* changes in our exploration and development strategy
* personnel changes
* the introduction of alternative mining technologies
* the effect of other potential property acquisitions
* increased competition in our current and prospective markets.
Our success will also depend on our ability to identify, produce and
market minerals located on our properties. If minerals are not
located, we will cease operations. If minerals are located, but we
can't market them, we will cease operations. Due to these factors, our
operating results and/or growth rate may be below the expectations of
our management and investors, which could adversely affect the value of
any shares you purchase in this offering. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and
"Business."
<PAGE> 8
7. Year 2000 Compliance.
We are year 2000 compliant. We do not know if people we will be
doing business with in the future are year 2000 compliant. If someone
we do business with is not year 2000 compliant, the services or
products he furnishes to us could be interrupted. If the services or
products are interrupted, we may have to suspend operations while he
corrects his year 2000 compliance.
RISKS ASSOCIATED WITH THIS OFFERING:
8. The Risks of Buying Low-Priced Stocks.
Our common stock is defined as a "penny stock" under the
Securities and Exchange Act of 1934, and its rules. The Exchange Act
and the penny stock rules impose additional sales practice and
disclosure requirements on broker-dealers who sell our securities to
persons other than certain accredited investors. Accredited investors
are
* institutions with assets in excess of $5,000,000
* individuals with net worth in excess of $1,000,000
* individuals with income exceeding $200,000, or $300,000 jointly
with a spouse).
For transactions covered by the penny stock rules, a broker-dealer must
make a suitability determination for each purchaser and receive the
purchaser's written agreement prior to the sale. In addition, the
broker-dealer must make certain disclosures in penny stock
transactions, including
* the actual sale or purchase price
* the actual bid and offer quotations
* the compensation to be received by the broker-dealer and certain
associated persons, and
* deliver certain disclosures required by the Securities and
Exchange Commission.
Because of the foregoing additional obligations imposed upon brokers,
some brokers will not buy or sell our common stock. This means that
you will not be able to sell your shares as easily as shares in larger
corporations.
9. Control of Our Company After the Offering.
If all the shares we are offering in this prospectus are sold,
which we can't guarantee, you, will own approximately 28.57% of our
outstanding common stock. Our existing stockholders will own
approximately 71.43% of the outstanding shares. As a result, after
completion of this offering, regardless of the number of shares we
sell, our existing stockholders will be able to elect all of our
directors and control our operations. Our Articles of Incorporation do
not provide for cumulative voting. Cumulative voting is a process that
allows a shareholder to multiply the number of shares he owns times the
<PAGE> 9
number of directors to be elected. That number is the total votes a
person can cast for all of the directors. Those votes can be allocated
in any manner to the directors being elected. Cumulative voting, in
some cases, will allow a minority group to elect at least one director
to the board. Our existing stockholders do not intend to purchase any
shares in this offering. This means that existing shareholders will
not be expanding their ownership. See "Principal Stockholders" and
"Description of Securities."
10. Further Dilution of Your Investment
Further dilution is likely if we issue additional shares at a
lower price than the current offering price and either no trading
market exists for our stock or the trading is at a price substantially
lower than this offering price. See "Dilution of the Price You Pay for
Your Shares."
11. Benefits to the Company's Present Shareholders."
This offering will result in certain benefits to Hugh Grenfal Jr.
and Sergei Stetsenko who are our only officers and directors. Messrs.
Grenfal and Stetsenko own all the outstanding shares of our company.
They have supplied only a mining claim valued at $2,644 and cash of
$133. You, on the other hand, will be providing all of the cash for our
company's operations. See "Principal Stockholders."
12. No Public Trading Market for the Shares.
There is currently no trading in our common stock. We cannot
guarantee you that an active trading market in our shares will develop
in the near future, even if this offering is successfully completed.
Even if a trading market is developed, we cannot guarantee that it will
be sustained for any period of time. "See "Plan of Distribution;
Terms of the Offering."
13. There is No Minimum Number of Shares that Must Be Sold and
There is No Escrow Account.
There is no minimum number of shares that must be sold in this
offering. Any money we receive will be immediately appropriated by the
Company for the uses set forth in the Use of Proceeds section of this
prospectus. No funds will be placed in an escrow account during the
offering period and no money will be returned once the subscription has
been accepted by us.
14. You Will Incur Immediate and Substantial Dilution.
Our existing stockholders acquired their shares at a cost
substantially less than that which you will pay for the shares you
purchase in this offering. Accordingly, any investment you make in
these shares will result in the immediate and substantial dilution of
the net tangible book value of those shares. See "Dilution of the Price
you Pay for Your Shares."
<PAGE> 10
15. We Do Not Pay Cash Dividends on Our Common Stock.
We have not paid any cash dividends on our common stock to date
and we will not be paying cash dividends to stockholders in the
foreseeable future. Any income we receive from operations will be
reinvested and devoted to our future business operations and/or to
expansion. See " Description of Securities."
16. Impact of Potential Future Sales of our Common Stock.
A total of 5,000,000 shares of stock were issued to our two
officers and directors. They paid an average price of $0.055 . They
will likely sell a portion of their stock if the market price goes
above $0.10. If they do sell there stock into the market, the sales
may cause the market price of the stock to drop. See "Principal
Stockholders."
CAUTIONARY STATEMENT REGARDING FORWARDING-LOOKING STATEMENTS
Some discussions in this prospectus may contain forward-looking
statements that involve risks and uncertainties. A number of important
factors could cause our actual results to differ materially from those
expressed in any forward-looking statements made by us in this
prospectus. Such factors include, those discussed in "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Business," as well as those discussed
elsewhere in this prospectus. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate,
intend, project and similar expressions, or words which, by their
nature, refer to future events.
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USE OF PROCEEDS
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The net proceeds from this offering will be $150,000, assuming all
shares are sold, which we can't guarantee, after deducting $50,000, for
estimated offering expenses, including legal and accounting fees. We
will use the proceeds for exploration and working capital. We expect
to spend between $40,000 and $140,000 to complete our exploration
activities. Our exploration expenditures could vary from $40,000 to
$140,000 depending upon what we encounter in the exploration process.
If it turns out that we have not raised enough money to complete our
exploration and development program, we will try to raise additional
funds from a second public offering, a private placement or loans. At
the present time, we have not made any plans to raise additional money
and there is no assurance that we would be able to raise additional
money in the future. If we need additional money and can't raise it,
we will have to suspend or cease operations.
<PAGE> 11
While we currently intend to use the proceeds of this offering
substantially in the manner set forth above, we reserve the right to
reassess and reassign such use if, in the judgement of our board of
directors, such changes are necessary or advisable. At present, no
material changes are contemplated. Should there be any material changes
in the above projected use of proceeds in connection with this
offering, we will issue an amended prospectus reflecting the same.
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DETERMINATION OF OFFERING PRICE
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The price of the shares we are offering was arbitrarily determined
in order for us to raise up to a total of $200,000 in this offering.
The offering price bears no relationship whatsoever to our assets,
earnings, book value or other criteria of value. Among the factors
considered were:
* our lack operating history
* the proceeds to be raised by the offering
* the amount of capital to be contributed by purchasers in this
offering in proportion to the amount of stock to be retained by
our existing Stockholders, and
* our relative cash requirements.
See "Plan of Distribution; Terms of the Offering."
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CAPITALIZATION
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The following table sets forth our capitalization at September 10,
1999, on a historical basis and as adjusted to reflect the sale of the
shares.
This table should be read in conjunction with the section
entitled, "Management's Discussion and Analysis of Financial Condition
and Results of Operations" our Financial Statements and Notes; and
other financial and operating data included elsewhere in this
prospectus.
<TABLE>
<CAPTION>
September 10, 1999 As Adjusted
Actual After Offering
---------------- --------------
<S> <C> <C>
Stockholder's Equity:
Common Stock: 100,000,000 shares
authorized, par value $0.00001
5,000,000 issued and outstanding $ 50
7,000,000 issued and outstanding $ 70
Additional Paid-in Capital $ 274,950 $ 424,930
Deficit accumulated during
the development stage $ (272,223) $ (272,223)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (deficit) $ 2,777 $ 152,777
========== ==========
</TABLE>
<PAGE> 12
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DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
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"Dilution" represents the difference between the offering price
and the net tangible book value per share immediately after completion
of this offering. "Net tangible book value" is the amount that results
from subtracting total liabilities and intangible assets from total
assets. Dilution arises mainly as a result of our arbitrary
determination of the offering price of the shares being offered.
Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
See "Principal Stockholders."
As of September 10, 1999, the net tangible book value of our
shares of common stock was a deficit of $2,777 or approximately $0.001
per share based upon 5,000,000 shares outstanding.
Upon completion of this offering the net tangible book value of
the 7,000,000 shares to be outstanding, assuming all shares are sold,
will be $152,777, or approximately $0.02. The net tangible book value
of the shares held by our existing stockholders will be increased by
$0.019 per share without any additional investment on their part. You
will incur an immediate dilution from $0.10 per share to $0.02 per
Share.
After completion of this offering, you will own approximately
28.57% of the total number of shares then outstanding shares for which
you will have made a cash investment of $200,000, or $0.10 per share.
Our existing stockholders will own approximately 71.43% of the total
number of shares then outstanding, for which they have made
contributions of cash and/or services and/or other assets, totaling
$275,000, or approximately $0.055 per share.
The following table compares the differences of your investment in
our shares with the investment of our existing stockholders.
<TABLE>
<CAPTION>
EXISTING STOCKHOLDERS
<S> <C>
Price per Share . . . . . . . . $ 0.055
Net tangible book value per Share before Offering . . $ 2,777
Net tangible book value per Share After Offering . $ 152,777
Increase to present Stockholders in net tangible book
value per Share after Offering . . . . . $ 0.019
Capital contributions . . . . . . . $ 275,000
Number of Shares Outstanding before the Offering . . 5,000,000
Number of Shares after Offering
held by Existing Stockholders . . . . . 5,000,000
Percentage of ownership after Offering . . . . 71.43%
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
PURCHASERS OF SHARES IN THIS OFFERING
<S> <C>
Price per Share . . . . . . . . . $ 0.10
Dilution per Share . . . . . . . . $ 0.08
Capital contributions . . . . . . . $ 200,000
Number of Shares after Offering
held by Public Investors . . . . . . 2,000,000
Percentage of ownership after Offering . . . . 28.57%
</TABLE>
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PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
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Offering Will Be Sold By One of Our Officers
We are offering up to a total of 2,000,000 shares of common stock
on a best efforts, no minimum, 2,000,000 shares maximum. The offering
price is $0.10 per share. There is no minimum number of shares that we
have to sell. There will be no escrow account. All money received
from the offering will be immediately used by us and there will be no
refunds. The offering will be for a period of 90 days from the
effective date and may be extended for an additional 90 days if we so
choose to do so.
There is no minimum number of shares that must be sold in this
offering. Any money we receive will be immediately appropriated by the
Company for the uses set forth in the Use of Proceeds section of this
prospectus. No funds will be placed in an escrow account during the
offering period and no money will be returned once the subscription has
been accepted by us.
We will sell the shares in this offering through Hugh Grenfal,
Jr., one of our officers and directors. Mr. Grenfal will receive no
commission from the sale of any shares. Mr. Grenfal will not register
as a broker-dealer pursuant to Section 15 of the Securities Exchange
Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those
conditions under which a person associated with an Issuer may
participate in the offering of the Issuer's securities and not be
deemed to be a broker-dealer. The conditions are that:
1. None of such persons are subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of his participation; and,
2 None of such persons are compensated in connection with his or
her participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities; and
3. None of such persons are, at the time of his participation, an
associated person of a broker-dealer; and
<PAGE> 14
4. All of such persons meet the conditions of Paragraph (a)(4)(ii)
of Rule 3a4-1 of the Exchange Act, in that they (A) primarily perform,
or are intended primarily to perform at the end of the offering,
substantial duties for or on behalf of the Issuer otherwise than in
connection with transactions in securities; and (B) are not a broker or
dealer, or an associated person of a broker or dealer, within the
preceding twelve (12) months; and (C) do not participate in selling and
offering of securities for any Issuer more than once every twelve (12)
months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
We intend to advertise and hold investment meetings in various
states where the offering will be registered. We will also distribute
the prospectus to potential investors at the meetings and to our
friends and relatives who are interested in us and a possible
investment in the offering.
Offering Period and Expiration Date
This offering will commence on the date of this prospectus and
continue for a period of 90 days. We may extend the offering period
for an additional 90 days, or unless the offering is completed or
otherwise terminated by us.
Procedures for Subscribing
If you decide to subscribe for any shares in this offering, you
must
1. execute and deliver a subscription agreement
2. deliver a check or certified funds to us for acceptance or
rejection.
All checks for subscriptions must be made payable to "ANCONA MINING
CORPORATION."
Right to Reject Subscriptions
We have the right to accept or reject subscriptions in whole or in
part, for any reason or for no reason. All monies from rejected
subscriptions will be returned immediately by us to the subscriber,
without interest or deductions. Subscriptions for securities will be
accepted or rejected within 48 hours after we receive them.
<PAGE> 15
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BUSINESS
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General
We were incorporated in the State of Nevada on September 7, 1999.
We are engaged in the acquisition, exploration and development of
mining properties. We maintain our statutory registered agent's office
at 5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120 and our
business office is located at 400 Burrard Street, Suite 1950,
Vancouver, British Columbia, Canada V6C 3A6. Our telephone number is
(604) 605-0885. See "Business - Office Facilities."
Background
In September 1999, Hugh Grenfal our President and a member of the
board of directors, acquired one mineral property containing three
mining claims in British Columbia, Canada by arranging the staking of
the same through a third party. The claims are recorded in Mr.
Grenfal's name for tax purposes, however, title to the claims has been
conveyed to us by an unrecorded deed. To date we have not performed
any work on our property.
Location and Access
The property is located 290 kilometers east of Vancouver, near
Beaverdell on the West Kettle River. The claims are located within the
West Kettle River valley, south from the village of Beaverdell, in
south central British Columbia, Canada. Highway 33 runs through the
center of the property and several secondary roads and trails provide
access to most parts of the property
Physiography
The property is situated within the Monashee Mountains of the
Southern Interior Physiographic Region, and elevations range from 2,500
feet (760m) along the West Kettle River to 5100 feet (1,550m) at the
extreme western edge of the Amax claim.
Slopes within the claim area are generally steep except for the
bottom of the West Kettle River valley and the height of land within
the Amax claim. Vegetation consists mainly of fir; larch and pine,
much of it mature second growth. Some of the area has been recently
logged or burned over. There is relatively little underbrush, and open
grassy areas are not uncommon. Outcrops are fairly sparse except
locally on the east flanks of ridges, where small bluffs with talus
aprons occur.
The climate features warm summers and mild winters. The West
Kettle Valley is fairly dry in the summers, although not as dry as the
Okanagan valley to the west. Average yearly precipitation is 20 inches
(50cm). A snow pack of 3-5 feet (1-1.5m) begins to accumulate in
November and lingers in places into May. The moderate climate in the
project area allows for year round exploration.
<PAGE> 16
Regional Geology
The area is within the Omineca Crystalline Belt; a NW trending
belt dominated by plutonic and high grade metamorphic rocks. Rock
units present in the immediate area of the project include:
Jurassic age Nelson Plutonics comprised primarily of quartz
diorite, monzonite and granodiorite but also include greenstones,
amphibolites, mafic schists, meta-wackes and lesser limestone of the
Carboniferous and older Anarchist Group. This sedimentary and volcanic
package occurs as isolated rafts or roof pendants surrounded by the
younger intrusive.
The Valhalla Intrusions (granite and granodiorite) of Jurassic-
Cretaceous age are distinguished from the Nelson Plutonics by their
porphyritic nature and general lack of foliation.
The Coryell Group are Eocene porphyritic felsic intrusions that
occur as plugs and dykes in the area. These trachytes, andesites and
lesser tuff and shale interbeds outcrop in erosional remnants on the
property and in fault bounded outliers throughout the Okanagan region.
Fine-grained mafic dykes are the youngest intrusive rocks in the
area, and are related to regionally significant Miocene plateau
basalts. Numerous dykes swarm through the Amax-Marmot property.
PROPERTY GEOLOGY
Rocks Units:
There are five separate rock units have been observed on the
property.
One of the major rock types present on the property is an
irregular mass of quartz monzonite porphyry. It exists as dyke swarms,
small stocks and larger blocks, and is everywhere cutting the
granodiorite.
Granodiorite occupies the northern and central portions of the
property, as well as a small section of the east side, across the West
Kettle River. It is generally medium grained, granitic in texture, and
varies in composition from a quartz diorite to quartz monzonite.
Hornblende-Feldspar form of a dyke extending across the map-sheet
from the southwest corner to the east side. The portion of the dyke on
the west side of the West Kettle River has an average width of 80 feet
(25m) and a dip of 60o to the northwest. On the east side of the
river, the width is considerably more, and could be as much as 300 feet
(92m). Every where this dyke is barren of economic mineralization and
of significant alteration, and thus is considered post-mineral in
origin. Many small dykes of similar composition and similar attitude
have been observed on the property, but they are all less than 5 feet
(1.5m) in width and have not been plotted on the geological map.
<PAGE> 17
Volcanics have been observed along the road leading up to Amax
Moly zone. The rocks are mainly andesitic greenstones with felsic
banding showing contortions and extreme hydrothermal alteration. They
are probably related to the Anarchist group of Little (1961) and are
believed to be the oldest rocks in the area. There seems to be
considerable pyrite and pyrrhotite in bands and veins in this unit, and
an old adit was discovered in these volcancs with some massive
sulphides lying around the dump at the portal.
A distinctive body of medium to coarse-grained granite lies in the
southern portions of the map area. It is composed of quartz and
potassium feldspar. Minor mount s of biotite, magnetite and
plagioclase are apparent. No sulphides were seen anywhere in this
unit. Outcrops of granite were observed as far as 4,000 feet (1,200m)
south of its northern contact, but the actual southern limit is not
known at this time. This rock is believed to be part of the main mass
of the Valhalla intrusives, which, according to Little (1961) should
extend for about 15 miles (24m) southward.
Alteration:
Three distinct alteration environments have been outlined in the
project area. The most significant one is a hydrothermal alteration in
the southernlimits of the granodiorite. This zone contains all the
base metal mineralization observed from surface exposures and it is
discussed in the description of the granodiorite. The cause of this
alteration should be due to the emplacement of the prophritic granite
in the south. Except for an area of similar alteration north of the
Amax property in the northwest corner of the map-area, the main bulk of
the altered zone is always within 2,000 feet (600m) of the granite
contact.
A minor alteration zone exists adjacent to the granite contact,
with a width of up to 200 feet (60m). This zone is featured by
sericite-clay and chlorite replacement resulting in a blurred texture
of the original matrix. Where the quartz monzonite porphyry is
affected by these alteration remnant phenocrysts are still apparent.
The granodiorite is almost unrecognizable in this zone, and a good deal
of the interpretation near this contact zone is based on identifying
the relative unaltered rocks nearby.
The third alteration environment mapped is located within the Amax
property on the west side of the map-area. It is entirely within the
quartz monzonite porphyry and consists of silicification and K-feldspar
flooding, chloritization of mafics and more pyrite mineralization with
traces if molybdenite. The resulting texture is quite "blurred", with
no evidence of shearing. As this type of alteration is quite distinct
from the variety hosting the lead-zinc mineralization in the
granodiorite, it is thought that the molybdenum mineralization located
on the Amax zone is of a different stage and/or origin than the Marmot
lead-zinc zone.
<PAGE> 18
Structure:
The most obvious feature of the local geology is the northeast
trend of the porphyry dyke swarm and of the hornblende-feldspar dyke.
This attitude is also reflected in the position of the Amax Molybdenum
Zone within the Amax claim. The reason for this trend has not been
determined and it probably is due to some regional feature of the West
Kettle Batholith.
The most prominent fracture direction has been recorded at 040o
slightly more northerly than the trend discussed above. The dip of
this set is very steep, with angles measured on either side of
vertical. The fracture sets are generally at 10o with a variable
northdip and 350o with 50o to 60o dip to the west. No particular
fracture set has been associated with the mineralization.
The north contact of the porphyritic granite has a general east-
northeast trend, and roughly parallels the porphyry dyke swarm to the
north. A zone of intense alteration extending to 200 feet (60m) in the
intruded rock can be traced along the granite contact on both sides of
the valley. The ore widespread alteration of the granodiorite is
always within 2,000 feet (600m) of this contact, and must have some
relation ship genetically. It is within this framework that all the
silver-lead-zinc-copper mineralization observed in the surface outcrops
and trenches lies.
MINERALIZATION
Three main targets with economic potential have been identified to
date; these are the "AMAX", "MARMOT" and "MAY" zones. They are
summarized as follows:
Marmot Zone
The economic potential of the Marmot Zone appears to lie in the
base metal mineralization found in the altered granodiorite.
Sphalerite, galena, chalcopyrite and associated oxides and carbonates
have been detected in the mineralized area, as well as trace amounts of
molybdenite, greenockite and fluorite. Several non-commercial minerals
are also found in the area of interest, such as pyrite, specular
hematite, calcite and quartz.
The base metal sulphides are found as fracture filling, in
carbonate veinlets, and as true disseminated minerals in the matrix of
the host rock. They are always associated with the altered
granodiorite but occasionally the quartz monzonite porphyry contains
minor sulphides near the granodiorite contacts. The ratio of minerals
at various places within the zone appears constant; that is, no zoning
affect has been detected to date. The actual content of minerals in
the host rock is not exactly known, as surface weathering and oxidation
has leached much of the metal out of surface exposures, and only in
<PAGE> 19
trenches that penetrate down to 5 feet (1.5m) or so does the content
become apparent. Assay values of from 1% to 2% Zn, 0.5% to 1.0% Pb,
0.1%Cu and 0.1 oz/t (3.2g/t) Ag have been obtained from several of the
trenches, while many samples from the near surface materials have
returned only minor values in all the elements.
Soil geochemical sampling in the 1971 indicated that the Zinc,
Lead and Copper mineralization is confined to a more or less continuous
zone of altered granodiorite extending for about 8,000 feet (3,100m) in
an east-west direction, and up to 1,000 feet (300m) wide. As a result
of geological mapping, trenching and geochemical sampling it was
determined that all the mineralization is in the form of bulk
dispersions or "porphyry" style deposits.
During the period of 1971- 1973 over 60 backhoe trenches were dug
within the Marmot Zone. Where the bedrock is fractured and broken, some
trenches could be dug as deep as 12 feet (3.6m). However, most
trenches are less than 5 feet deep (1.5m). Virtually all of the deeper
trenches caved in before they could be sampled.
The Mo (Amax) property is located at approximately 4,700 feet
(1,432m) elevation on the west side of West Kettle River, between Tuzo
and Big Goat creeks, 4.5 miles (7.5km) south-southwest of Beaverdell.
The area of principal interest lies on the former Mo 6, 8, 17, 18, 19
and 20 claims.
The occurrence was first staked on the Matt 1 to 75 claims, held
by Kennco Explorations (Western) Ltd. in 1961 and 1962. An exploration
program consisting of geochemical and induced potential geophysical
surveys, geological mapping and trenching failed to identify any
significant mineralization and the property was dropped. In 1964, Amax
Exploration Inc. acquired the Mo 1 to 36 claims covering the Mo
occurrence. A geochemical survey and 187 feet (57.3m) of diamond
drilling in three holes were completed in that year. Mineralized areas
of potential interest were extensively drilled in 1966 but the program
results were not reported. In 1981, E & B Explorations Ltd. carried
out 2,480 feet (756m) of diamond drilling in 1 hole. In 1982, Canamax
Resources Inc. held a 100 per cent interest in the property.
Hostrocks of the Mo occurrence are intrusions including hornblende
granodiorite of the Middle Jurassic Nelson intrusions, which encloses
a porphyritic biotite quartz monzonite stock of the Cretaceous to
Tertiary Okanagan batholith. The stock is roughly circular and 1.5
miles (2.4km) diameter and hosts most of the molybdenite
mineralization. The quartz monzonite is medium grained, porphyritic
with prominent quartz phenocrysts and a pink colour due to secondary
k-feldspar. A fine-grained border phase called white (quartz) porphyry
is seen in drill core. These granitic intrusions have been intruded by
a younger Eocene quartz, albite, sanidine porphyry, known as the Tuzo
Creek porphyry stock. Large pink sanidine phenocrysts (up to a 3
inches (7.6cm)), variable colored albite, clear to smoky quartz and
chlorite altered biotite occur in a pale greenish-grey groundmass.
<PAGE> 20
The porphyry shows a strong similarity to the Eocene other Coryell
intrusions such as the Shingle Creek porphyry and the recently
described Beaverdell porphyry. A potassium-argon age date yielded an
age of 49.5 +/ 2 Ma from biotite (Leary, 1967). This pre-
mineralization porphyry is thought to be a gently east dipping,
inverted saucer-shaped intrusive mass up to 350 feet (107m) thick that
was conformably and forcefully intruded between granodiorite and the
top eastern flanks of the quartz monzonite stock. It is referred to as
a roof-sill. Intra and post-mineralization porphyries are of similar
composition. Pre and post-mineralization porphyry dykes crosscut all
these intrusive phases. Younger dikes include alkaline quartz gabbro,
composite alkaline basalt to augite trachyte and altered latite
compositions.
Three phases of shear and breccia zones have been delineated based
on crosscutting relationships. These zones are typically up to 10 feet
(3m) wide, strike 235 degrees and dip 55 degrees to 90 degrees northwest.
They are characterized by variable intergranular shearing of angular to
rounded fragments with variable degrees of hydrothermal alteration.
Phase one structures controlled period one hydrothermal alteration and
associated molybdenite mineralization, which occurred intermittent to
porphyry emplacement.
Two periods of hydrothermal alteration were controlled by
fractures, and shear and breccia zones. The first period has resulted
in widespread wallrock alteration, quartz veining and mineralization
throughout most of the quartz monzonite stock but also affected the
hornblende granodiorite and porphyry roof-sill. The alteration halo is
ellipsoid-shaped in a northeast-southwest orientation and is up to
9,400 feet (2,865m) long by 6,900 feet (2,103m) wide. Pervasive
argillic, potassic, albitic, propylitic and silicic alteration with
sulphide and/or oxide mineralization occur on a large scale throughout
the alteration halo. A zone of low-grade molybdenite mineralization
occurs in an inner zone of more intense wallrock alteration, containing
quartz stockworks with pyrite. This halo has been divided into
peripheral (weak to moderate alteration) and central (intense
alteration) shells (zones). The Central zone is an elongate,
ellipsoidal shape and is vertical or steeply southeast dipping. The
zone is up to 5,400 feet (1,646m) long by 1,700 feet (518m) wide,
widening at depth to 2,300 feet (701m). It has a maximum vertical
depth of 1,050 feet (320m). The upper part has been divided into a
quartz-hydromical subzone while the lower part a quartz-potassium
feldspar zone. The upper subzone is up to 400 feet (122m) thick and
characterized by widespread quartz veining while the lower subzone
contains only local quartz veining. The two zones locally overlap as
much as 150 feet (46m). The peripheral shell consists mainly of
argillic alteration of feldspars and mafics, increasing in intensity
towards the Central shell. Minor propylitic alteration of mafics
consists of chlorite and epidote. Minor fluorite, calcite, hematite,
magnetite and pyrite are also associated. The second phase of
hydrothermal activity occurred more locally and involved the
<PAGE> 21
development of sericite and quartz with associated sphalerite, galena,
chalcopyrite, pyrite and molybdenite, and calcite and fluorite along
fractures and in adjacent wallrock. It is largely confined to intra-
mineralization dikes and sills at depth.
Molybdenite occurs as coatings along planar fractures and around
rock fragments in breccias and shear zones, seams and disseminations in
banded discontinuous quartz veins and dissemination's in discontinuous
to continuous massive quartz veins and adjacent wallrocks. A foliated
shear zone, largely in the porphyry roof-sill below quartz monzonite,
directed hydrothermal and mineralizing fluids upwards, predominantly
along fractures.
Grades range from 0.06 to 0.28 per cent molybdenum in zones 10 to
52 feet (3-16m) wide and with grades locally reaching 0.47 per cent
molybdenum. The grade is variable due to an increase in the
molybdenite content and not an increase in fracture intensity. The
following table summarizes average molybdenum grades from drillholes in
the molybdenum zone.
DDH % Mo Length to Base of Molybdenite Zone
1 0.08 750 feet (227m)*
2 0.02 551 feet (168m)*
3 0.03 528 feet (161m)**
4 0.04 1,025 feet (313m) **
* to base of the sulphide field
** to base of the quartz-k-feldspar subzone
May
The following summary of the May adit occurring within the
northern end of the Marmot claim is paraphrased from the British
Columbia Ministry of Mines MINFILE number 082ESW101.
The May is located at about 3,000 feet (915m) elevation on the
west side of the West Kettle River, 4.5 miles (7.5km) south-southwest
of Beaverdell. In 1970, an exploration program was carried out by
Canex Aerial Exploration Ltd. A 10 tons (9t) shipment of ore is
recorded for that year. Since 1972, the property covering the
occurrence has been owned and explored by Argentia Mines Ltd. In 1973,
Rio Tinto Exploration Ltd. acquired an option on the property and
Argentia Mines Ltd. made a shipment of 59 tons (54t) of crude ore (two
truck loads) to the Trail smelter. In 1984, the occurrence was part of
a large claim group held by Canstat Petroleum Co. The occurrence was
located on the May claim and three diamond-drill holes were drilled.
The 69 tons (63t) ore shipped in 1970 and 1973 yielded 216 oz
(6,127g) of silver, 53 oz (1,497g) of gold, 258 pounds (117kg) of lead
and 139 pounds (63kg) of zinc. The average grade for this shipment was
3.13 oz/T (97.4g/t) Ag and 0.768 oz/T (23.9g/t) Au.
<PAGE> 22
MAP SUPPLIED SUPPLEMENTALLY.
Our Proposed Exploration Program
We must conduct exploration and development to determine what
amount of minerals, if any, exist on our properties and if any minerals
which are found can be economically extracted and profitably processed.
Our exploration program is designed to economically explore and
evaluate our properties.
We do not claim to have any ores or reserves whatsoever at this
time on any of our properties.
We intend to implement an exploration program and intend to
proceed in the following three phases:
Phase 1 will begin with research of the available geologic
literature, personal interviews with geologists, mining engineers and
others familiar with the prospect sites. We have recently begun this
phase of the exploration process on our properties.
When the research is completed, our initial work will be augmented
with geologic mapping, geophysical testing and geochemical testing of
our claims. When available, existing workings, such as trenches,
prospect pits, shafts or tunnels will be examined. If an apparent
mineralized zone is identified and narrowed down to a specific area by
the studies, we will to begin trenching the area. Trenches are
generally approximately 150 ft. in length and 10-20 ft. wide. These
dimensions allow for a thorough examination of the surface of the vein
structure types generally encountered in the area. They also allow for
efficient reclamation, re-contouring and re-seeding of disturbed areas
Once excavation of a trench is completed, samples are taken and then
analyzed for economically potential minerals that are known to have
occurred in the area. Careful interpretation of this available data
collected from the various tests aid in determining whether or not the
prospect has current economic potential and whether further exploration
is warranted.
Phase 1 will take about 3 months and cost about $20,000.
Phase 2 involves an initial examination of the underground
characteristics of the vein structure that was identified by Phase 1 of
exploration. Phase 2 is aimed at identifying any mineral deposits of
potential economic importance. The methods employed are
* more extensive trenching
* more advanced geophysical work
* drift driving
<PAGE> 23
Drift driving is the process of constructing a tunnel to take samples
of ore for testing. Later, the tunnel can be used for mining ore. The
geophysical work gives a general understanding of the location and
extent of mineralization at depths that are unreachable by surface
excavations and provides a target for more extensive trenching and core
drilling. Trenching identifies the continuity and extent of
mineralization, if any, below the surface. After a thorough analysis of
the data collected in Phase 2, we will decide if the property warrants
a Phase 3 study.
Phase 2 will take about 3 months and cost about $20,000.
Phase 3 is aimed at precisely defining the depth, the width, the
length, the tonnage and the value per ton of any ore body. This is
accomplished through extensive drift driving. An ore body is not a
proven ore body until it has been technically, economically and legally
proven.
Phase 3 will take about 6 months and cost about $80,000.
We do not intend to interest other companies in the property if we
find mineralized materials. We intend to try to develop the reserves
ourselves.
Regulations
Our mineral exploration program is subject to the Canadian Mineral
Tenure Act Regulation. This act sets forth rules for
* locating claims
* posting claims
* working claims
* reporting work performed
We are also subject to the British Columbia Mineral Exploration
Code which tells us how and where we can explore for minerals. We must
comply with these laws in order to operate our business. Compliance
with these rules and regulations will not effect our operations.
Environmental Law
We are also subject to the Health, Safety and Reclamation Code for
Mines in British Columbia. This code deals with environmental matters
relating to the exploration and development of mining properties. Its
goals are to protect the environment through a series of regulations
effecting:
1. Health and Safety
2. Archaeological Sites
3. Exploration Access
<PAGE> 24
We are in compliance with the foregoing act and will continue to
comply with the act in the future.
Employees
Initially, we intend to use the services of subcontractors for
manual labor exploration work on our properties. Our only technical
employees will be Hugh Grenfal and Sergei Stetsenko, our officers and
directors.
Employees and Employment Agreements
At present, we have no employees, other than Messrs. Grenfal and
Stetsenko, our officers and directors, who were compensated for
their services. Messrs. Grenfal and Stetsenko do not have employment
agreements with us. We presently do not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans;
however, we may adopt such plans in the future. There are presently no
personal benefits available to any employees.
Legal Proceeding
We are not involved in any pending legal proceeding.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
- ---------------------------------------------------------------------
We are a start-up, exploration stage company and have not yet
generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that
our auditors believe there is doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital
to pay our bills. This is because we have not generated any revenues
and no revenues are anticipated until we begin removing and selling
minerals. Accordingly, we must raise cash from sources other than the
sale of minerals found on our property. That cash must be raised from
other sources. Our only other source for cash at this time is
investments by others in our company. We must raise cash in order to
implement our project and stay in business.
In order to meet our need for cash we are attempting to raise
money from this offering. There is no assurance that we will be able
to raise enough money through this offering to stay in business. What
ever money we do raise, will be applied first to exploration and then
to development, if development is warranted. If we do not raise all of
the money we need from this offering, we will have to find alternative
sources, such as a second public offering, a private placement of
securities, or loans from our officers or others. We have discussed
this matter with our officers, however, our officers are unwilling to
<PAGE> 25
make any commitment to loan us any money at this time. At the present
time, we have not made any arrangements to raise additional cash, other
than through this offering. If we need additional cash and can't raise
it we will either have to suspend operations until we do raise the
cash, or cease operations entirely.
We will be conducting research in connection with the exploration
of our property. We are not going to buy or sell any plant or
significant equipment. We do not expect a change in our number of
employees.
Phase 1 involves research, examination of the property, and
trenching. Phase 1 will take about 3 months and cost about $20,000.
We have not commenced Phase I. We anticipate that the proceeds of this
offering will be use to cover the costs of each phase of the
exploration plan.
Phase 2 involves an initial examination of the underground
characteristics of the vein structure that was identified by Phase 1 of
exploration. Phase 2 will take about 3 months and cost about $20,000.
Phase 3 is aimed at precisely defining the depth, the width, the
length, the tonnage and the value per ton of any ore body. Phase 3
will take about 6 months and cost about $80,000.
Limited Operating History; Need for Additional Capital
There is no historical financial information about our company
upon which to base an evaluation of our performance. We are an
exploration stage company and have not generated any revenues from
operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital
resources, possible delays in the exploration and/or development of our
properties, and possible cost overruns due to price and cost increases
in services.
To become profitable and competitive, we conduct into the research
and exploration of our properties before we commence production of any
minerals we may find. We are seeking equity financing in order to
provide for the capital required to implement our research and
exploration phases.
We have no assurance that future financing will be available to us
on acceptable terms. If such financing is not available on
satisfactory terms, we may be unable to continue, develop or expand our
operations. Equity financing could result in additional dilution to
existing shareholders.
<PAGE> 26
RESULTS OF OPERATIONS
From Inception on September 7, 1999
We just recently acquired our first property and are commencing
the research and exploration stage of our mining operations on that
property at this time.
Since inception, we have used our common stock to raise money for
our property acquisition, for corporate expenses and to repay
outstanding indebtedness. Net cash provided by financing activities
from inception on September 7, 1999 to September 10, 1999 was $133, as
a result of proceeds received from advances from directors.
Liquidity and Capital Resources
As of the date of this registration statement, we have yet to
generate any revenues from our business operations.
We issued 5,000,000 shares of common stock through a Section 4(2)
offering in September 1999. This was accounted for as a compensation
expense of $271,536 and advances and reimbursement expenses of $3,464.
As of September 10, 1999, our total assets were $2,777 and our
total liabilities were $-0-.
Year 2000 Compliance
The Year 2000 issue is the result of computer programs using two
digits rather than four to define the applicable year. Date-sensitive
software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in system failures or miscalculations,
causing disruptions of operations, including, among others, a temporary
inability to process transactions, send invoices or engage in similar
normal business activities.
Year 2000 State of Readiness
In order to address Year 2000 issues, we developed and implemented
a plan to become Year 2000 ready. The Year 2000 Plan covers the
computers and technology which we use in the research and exploration
of our properties. We have reviewed our technology consisting of
computer hardware and software systems and found them to be Year 2000
ready. Since we do not have any vendors we cannot make any assessment
of third parties. In the future, we intend to evaluate and assess the
systems of any third party providers with whom we do business.
Year 2000 Costs
To date, we have incurred no historical costs associated with our
Year 2000 readiness and the magnitude of any future costs will depend
upon the nature and extent of any problems that are identified.
<PAGE> 27
Year 2000 Risks
Our failure to correct a material Year 2000 problem could result
in a complete failure or degradation of the performance of our
computers which will interrupt our operations.
Presently, however, we believe that our most reasonably likely
worst case scenario related to the Year 2000 issue is associated with
potential concerns with third party providers' services or products.
In the future, we will be dependent on third-party vendors to provide
manual labor, research data and studies on our properties. A
significant Year 2000-related disruption to one of these vendor's
computer software and/or equipment could cause a delay in our proposed
research and explorations which in turn could materially and adversely
affect our results of operations, liquidity and financial condition.
Since we have not started business, we have not hired any third party
vendors. As such we are not presently aware of any vendor-related Year
2000 issues that are likely to result in such a disruption. There is
no assurance that Year 2000 third party vendors will not occur in the
future.
Year 2000 Contingency Plans
Since our equipment is Year 2000 ready, we have not adopted any
Year 2000 contingency plans. See "Risk Factors - The Year 2000 Issue."
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MANAGEMENT
- ---------------------------------------------------------------------
Officers and Directors
Each of our directors is elected by the Stockholders to a term of
one (1) year and serves until his or her successor is elected and
qualified. Each of our officers is elected by the board of directors to
a term of one (1) year and serves until his or her successor is duly
elected and qualified, or until he or she is removed from office. The
board of directors has no nominating, auditing or compensation
committees.
The name, address, age and position of our present sole officer
and director is set forth below:
Name and Address Age Position(s)
Hugh Grenfal 30 President, Treasurer, Chief
3337 West 30th Ave. Financial Officer and a member
Vancouver, B.C. of the Board of Directors
Canada V6S 1W3
Sergei Stetsenko 29 Secretary and a member of the Board
704 - 1155 Beach Ave. of Directors
Vancouver, B.C.
Canada V6E 1V2
<PAGE> 28
The persons named above have held their offices/positions since
inception of our company and are expected to hold their
offices/positions until the next annual meeting of our stockholders.
Background of Officers and Directors
Hugh Grenfal has been the President, Treasurer, Chief Financial
Officer and a member of the board of directors of the company since
inception. From January 1991 to June 1996 , Mr. Grenfal was
President of Booker Gold Explorations Ltd., a mining and exploration
corporation located in Vancouver, British Columbia. Since October
1996, Mr. Grenfal has been a Director of Callinan Mines Ltd., a mining
and exploration corporation located in Vancouver, British Columbia with
revenue producing copper and zinc properties located in Manitoba,
Canada. Since June 1999, Mr. Grenfal has been President of Paxton
Mining Corporation located in Vancouver, British Columbia. Paxton
Mining Corporation is a mining company. Since September 1999, Mr.
Grenfal has been President of Palal Mining Corporation located in
Vancouver, British Columbia. Palal Mining Corporation is a mining
company. Since September 1999, Mr. Grenfal has been President of
Camden Mining Corporation located in Vancouver, British Columbia.
Camden Mining Corporation is a mining company. Mr. Grenfal is currently
not a full-time employee with another entity.
Sergei Stetsenko has been the Secretary and a member of the board
of directors of the company since inception. From December 1994 to June
1996, Mr. Stetsenko was the operations manager of Booker Gold
Explorations Ltd. His responsibilities included overseeing and
implementation of exploration programs and a member of the Hearne Hill
copper deposit discovery team. From October 1996 to the present, Mr.
Stetsenko was the operations manager of exploration for Callinan Mines
Limited. Since September 1999, Mr. Stetsenko has been Secretary of
Palal Mining Corporation located in Vancouver, British Columbia. Palal
Mining is a mining company. Since September 1999, Mr. Stetsenko has
been Secretary of Camden Mining Corporation located in Vancouver,
British Columbia. Camden Mining Corporation is a mining company. Mr.
Stetsenko is currently not a full-time employee with another entity.
Conflicts of Interest
We believe that Hugh Grenfal and Sergei Stetsenko will be subject
to conflicts of interest. The conflicts of interest arise from Messrs.
Grenfal and Stetsenko's relationship with other mining corporations. In
the future, Messrs. Grenfal and Stetsenko will continue to be involved
in the mining business for other entities and such involvement could
create conflicts of interest. At the present time, we do not foresee
a direct conflict of interest because we do not intend to acquire any
additional mining properties. The only conflict that we foresee is
Messrs. Grenfal and Stetsenko's devotion of time to mining projects
that do not involve us.
<PAGE> 29
Specifically, Hugh Grenfal is an officer and director of Callinan
Mines Ltd., Palal Mining Corporation, Paxton Mining Corporation and
Camden Mining Corporation, all of which are engaged in the mining
business. Mr. Stetsenko is the operations manager of Callinan Mines
Limited and an officer and director of Palal Mining Corporation and
Camden Mining Corporation, all of which are engaged in the mining
business. Presently, none of the foregoing operate mines or receive
royalties from properties operated by others with the exception of
Callinan Mines Ltd. which receives CDN$149,000 from a copper zinc mine
in Flin Flon, Manitoba operated by Hudson Bay & Smelting Co. Neither
we nor our officers are affiliated with Hudson Bay & Smelting Co. In
the future, however, such corporations could begin operating mines.
- ---------------------------------------------------------------------
EXECUTIVE COMPENSATION
- ----------------------------------------------------------------------
Messrs. Grenfal and Stetsenko, our officers and directors, were
compensated in shares of common stock in the amount of $271,536 for
their services and there are no plans to compensate them in the near
future, unless and until we begin to realize revenues and become
profitable in our business operations.
Indemnification
Pursuant to the Articles of Incorporation and Bylaws of the
corporation, we may indemnify an officer or director who is made a
party to any proceeding, including a law suit, because of his position,
if he acted in good faith and in a manner he reasonably believed to be
in our best interest. In certain cases, we may advance expenses
incurred in defending any such proceeding. To the extent that the
officer or director is successful on the merits in any such proceeding
as to which such person is to be indemnified, we must indemnify him
against all expenses incurred, including attorney's fees.
With respect to a derivative action, indemnity may be made only for
expenses actually and reasonably incurred in defending the proceeding,
and if the officer or director is judged liable, only by a court order.
The indemnification is intended to be to the fullest extent permitted
by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the
Securities Act of 1933, as amended, which may be permitted to directors
or officers pursuant to the foregoing provisions, we are informed that,
in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy, as expressed in the Act and
is, therefore, unenforceable.
<PAGE> 30
- -----------------------------------------------------------------------
PRINCIPAL STOCKHOLDERS
- -----------------------------------------------------------------------
The following table sets forth, as of the date of this prospectus,
the total number of shares owned beneficially by each of our directors,
officers and key employees, individually and as a group, and the
present owners of 5% or more of our total outstanding shares. The table
also reflects what such ownership will be assuming completion of the
sale of all shares in this offering, which we can't guarantee. The
stockholder listed below has direct ownership of his shares and
possesses sole voting and dispositive power with respect to the shares.
<TABLE>
<CAPTION>
Name and Address Number of Number Percentage of
Beneficial Shares Before of Shares of Ownership
Owner [1] Offering After Offering After Offering
<S> <C> <C> <C>
Hugh Grenfal 2,500,000 2,500,000 35.71%
3337 West 30th Ave.
Vancouver, B.C.
Canada V6S 1W3
Sergei Stetsenko 2,500,000 2,500,000 35.71%
704 - 1155 Beach Ave.
Vancouver, B.C.
Canada V6E 1V2
- ------------------
All Officers and Directors
as a Group (2) 5,000,000 5,000,000 71.43%
</TABLE>
[1] The persons named above may be deemed to be a "parent" and
"promoter" of our company, within the meaning of such terms under
the Securities Act of 1933, as amended, by virtue of his/its
direct and indirect stock holdings. Messrs. Grenfal and Stetsenko
are the only "promoters" of our company.
Future Sales by Existing Stockholders
A total of 5,000,000 shares of common stock were issued to the
existing Stockholders, all of which are "restricted securities", as
that term is defined in Rule 144 of the Rules and Regulations of the
SEC promulgated under the Securities Act. Under Rule 144, such shares
can be publicly sold, subject to volume restrictions and certain
restrictions on the manner of sale, commencing one (1) year after their
acquisition.
Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable
restrictions expire, could have a depressive effect on the market
price, if any, of our common stock and the shares we are offering. See
"Dilution of the Price You Pay for Your Shares-Restricted Shares
Eligible for Future Sale."
<PAGE> 31
- -----------------------------------------------------------------------
DESCRIPTION OF SECURITIES
- ----------------------------------------------------------------------
Common Stock
Our authorized capital stock consists of 100,000,000 shares of
common stock, par value $0.00001 per share. The holders of our common
stock:
* have equal ratable rights to dividends from funds legally
available therefor, when, as and if declared by our board of
directors;
* are entitled to share ratably in all of our assets available
for distribution to holders of common stock upon liquidation,
dissolution or winding up of our affairs;
* do not have preemptive, subscription or conversion rights and
there are no redemption or sinking fund provisions or rights;
and
* are entitled to one non-cumulative vote per share on all
matters on which stockholders may vote.
All shares of common stock now outstanding are fully paid for and
non-assessable and all shares of common stock which are the subject of
this offering, when issued, will be fully paid for and non-assessable.
We refer you to our Articles of Incorporation, Bylaws and the
applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of our securities.
Non-cumulative Voting
Holders of shares of our common stock do not have cumulative
voting rights, which means that the holders of more than 50% of the
outstanding shares, voting for the election of directors, can elect all
of the directors to be elected, if they so choose, and, in such event,
the holders of the remaining shares will not be able to elect any of
our directors. After this offering is completed, the present
stockholders will own approximately 97% of our outstanding shares. See
"Principal Stockholders."
Cash Dividends
As of the date of this prospectus, we have not paid any cash
dividends to stockholders. The declaration of any future cash dividend
will be at the discretion of our board of directors and will depend
upon our earnings, if any, our capital requirements and financial
position, our general economic conditions, and other pertinent
conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in
our business operations.
<PAGE> 32
Reports
After we complete this offering, we will be subject to certain
reporting requirements and will furnish annual financial reports to you
certified by our independent accountants, and may, in our discretion,
furnish unaudited quarterly financial reports.
Stock Transfer Agent
Our stock transfer agent for our securities is Pacific Stock
Transfer Company, 5844 South Pecos Road, Suite D, Las Vegas, Nevada
89120 and its telephone number is (702) 361-3033.
- ----------------------------------------------------------------------
CERTAIN TRANSACTIONS
- -----------------------------------------------------------------------
In September 1999, we issued a total of 5,000,000 shares of
restricted common stock to Hugh Grenfal and Sergei Stetsenko, officers
and directors of our company. This was accounted for as a compensation
expense of $271,536 and advances and reimbursement expenses of $3,464.
In September 1999, we purchased two claims from Leonard Gal, an
unrelated third party, and acquired 100% of the Wombat and Marmot
claims.
In September 1999, we staked 100% the Amax claim.
- -----------------------------------------------------------------------
LITIGATION
- ----------------------------------------------------------------------
We are not a party to any pending litigation and none is
contemplated or threatened.
- ---------------------------------------------------------------------
EXPERTS
- ----------------------------------------------------------------------
Our financial statements for the period from inception to
September 10, 1999, included in this prospectus have been audited by
Williams and Webster, P.C., Independent Certified Public Accountants,
Seafirst Financial Center, 601 West Riverside Avenue, Suite 1940,
Spokane, Washington 99201, as set forth in their report included in
this prospectus.
- -----------------------------------------------------------------------
LEGAL MATTERS
- -----------------------------------------------------------------------
Conrad C. Lysiak, Attorney at Law, 601 West First Avenue, Suite
503, Spokane, Washington 99201, telephone (509) 624-1475 has acted as
legal counsel for our company.
<PAGE> 33
- -----------------------------------------------------------------------
FINANCIAL STATEMENTS
- -----------------------------------------------------------------------
Our fiscal year end is June 30. We will provide audited financial
statements to our stockholders on an annual basis; the statements will
be prepared by an Independent Certified Public Accountant.
Our audited financial statement from inception to September 10,
1999 immediately follows:
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS
Balance Sheet F-2
Statement of Operations and Accumulated Deficit F-3
Statement of Stockholders' Equity F-4
Statement of Cash Flows F-5
NOTES TO FINANCIAL STATEMENTS F-6
<PAGE> 34
Board of Directors
Ancona Mining Corporation
Las Vegas, Nevada
Independent Auditor's Report
We have audited the accompanying balance sheet of Ancona Mining
Corporation, (an exploration stage enterprise), as of September 10,
1999, and the related statements of operations and accumulated deficit,
stockholders' equity and cash flows for the period from September 7,
1999 (inception) to September 10, 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 audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Ancona
Mining Corporation, as of September 10, 1999, and the results of its
operations and its cash flows for the period from September 7, 1999
(inception) to September 10, 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. As discussed in Note 2,
the Company has been in the exploration stage since its inception on
September 7, 1999. Realization of a major portion of the assets is
dependent upon the Company's ability to meet its future financing
requirements, and the success of future operations. These factors
raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans regarding those matters also are
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
December 10, 1999
<PAGE> 35
ANCONA MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
BALANCE SHEET
September 10, 1999
<TABLE>
<CAPTION>
ASSETS
<S> <C>
CURRENT ASSETS
Cash $ 133
----------
TOTAL CURRENT ASSETS 133
----------
OTHER ASSETS
Mining claims 2,644
----------
TOTAL ASSETS $ 2,777
==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES $ -
COMMITMENTS AND CONTINGENCIES -
STOCKHOLDERS' EQUITY
Common stock, 100,000,000 shares
authorized, $0.00001 par value;
5,000,000 shares issued and outstanding 50
Additional paid-in capital 274,950
Deficit accumulated during
the exploration stage (272,223)
----------
TOTAL STOCKHOLDERS' EQUITY 2,777
----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,777
==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-2
<PAGE> 36
ANCONA MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Period from September 7, 1999 (Inception)
to September 10, 1999
<TABLE>
<S> <C>
REVENUES $ -
----------
EXPENSES
Executive compensation 271,536
Mining exploration expense 687
----------
TOTAL EXPENSES 272,223
----------
NET LOSS FROM OPERATIONS (272,223)
INCOME TAXES -
----------
NET LOSS (272,223)
ACCUMULATED DEFICIT, BEGINNING BALANCE -
----------
ACCUMULATED DEFICIT, ENDING BALANCE $ (272,223)
==========
NET LOSS PER COMMON SHARE $ (0.0544)
==========
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING 5,000,000
==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-3
<PAGE> 37
ANCONA MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from September 7, 1999 (Inception) to
September 10, 1999
<TABLE>
<CAPTION>
Common Stock Additional Total
Number Paid-In Accumulated Stockholders'
of Shares Amount Capital Deficit Equity
<S> <C> <C> <C> <C> <C>
Issuance of common
stock for expenses,
mining claims, and
in payment of advances
at approximately
$.055 per share 5,000,000 $ 50 $ 274,950 $ - $ 275,000
Loss for period
ending, September
10, 1999 - - - (272,223) (272,223)
--------- ---- --------- ---------- ----------
Balance September
10, 1999 5,000,000 $ 50 $ 274,950 $ (272,223) $ 2,777
========= ==== ========= ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-4
<PAGE> 38
ANCONA MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
For the Period from September 7, 1999 (Inception)
to September 10, 1999
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (272,223)
Expenses paid by issuance of stock 272,223
----------
Net cash provided in operating activities -
CASH FLOWS FROM INVESTING ACTIVITIES -
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from advances 133
----------
Change in cash 133
Cash, beginning of period -
----------
Cash, end of period $ 133
==========
Supplemental disclosures:
Interest paid $ -
==========
Income taxes paid $ -
==========
NON-CASH TRANSACTIONS
Stock issued in exchange for expenses paid $ 272,223
Stock issued in payment of advances $ 133
Stock issued in exchange for mining claims $ 2,644
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-5
<PAGE> 39
ANCONA MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
September 10, 1999
NOTE 1 ORGANIZATION AND DESCRIPTION OF BUSINESS
Ancona Mining Corporation (hereinafter "the Company") was incorporated
on September 7, 1999 under the laws of the State of Nevada for the
purpose of acquiring, exploring and developing mining properties. The
Company's fiscal year end is June 30.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Ancona Mining
Corporation is presented to assist in understanding the Company's
financial statements. The financial statements and notes are
representations of the Company's management which is responsible for
their integrity and objectivity. These accounting policies conform to
generally accepted accounting principles and have been consistently
applied in the preparation of the financial statements.
Exploration Stage Activities
The Company has been in the exploration stage since its formation in
September 1999 and has not yet realized any revenues from its planned
operations. It is primarily engaged in the acquisition, exploration
and development of mining properties. Upon location of a commercial
minable reserve, the Company expects to actively prepare the site for
its extraction and enter a development stage.
Going Concern
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred
a net loss of $272,223 for the period ended September 10, 1999 and had
no sales. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the
development of its mineral properties. Management has plans to seek
additional capital through a private placement and public offering of
its common stock. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts and classification of liabilities that
might be necessary in the event the Company cannot continue in
existence.
Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting.
F-6
<PAGE> 40
ANCONA MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
September 10, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Per share
Loss per share was computed by dividing the net loss by the weighted
average number of shares outstanding during the period. The weighted
average number of shares was calculated by taking the number of shares
outstanding and weighting them by the amount of time that they were
outstanding. Basic and diluted loss per share were the same, as there
were no common stock equivalents outstanding.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or
less to be cash equivalents.
Provision for Taxes
At September 10, 1999, the Company had a net operating loss of
approximately $270,000. No provision for taxes or tax benefit has been
reported in the financial statements, as there is not a measurable
means of assessing future profits or losses.
Use of Estimates
The process of preparing financial statements in conformity with
generally accepted accounting principles requires the use of
estimates and assumptions regarding certain types of assets,
liabilities, revenues, and expenses. Such estimates primarily relate
to unsettled transactions and
events as of the date of the financial statements. Accordingly, upon
settlement, actual results may differ from estimated amounts.
Impaired Asset Policy
In March 1995, the Financial Accounting Standards Board issued a
statement titled "Accounting for Impairment of Long-lived Assets."
In complying with this standard, the Company reviews its long-lived
assets quarterly to determine if any events or changes in
circumstances have transpired which indicate that the carrying value
of its assets may not be recoverable. The Company does not believe
any adjustments are needed to the carrying value of its assets at
September 10, 1999.
F-7
<PAGE> 41
ANCONA MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
September 10, 1999
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of Risk
The Company maintains its cash accounts in primarily one commercial
bank in Vancouver, British Columbia, Canada. The Company's cash
account is a business checking account maintained in Canadian
dollars, which totaled $133 in equivalent U.S. dollars as of
September 10, 1999.
Exploration Costs
In accordance with generally accepted accounting principles, the
Company will expense exploration costs as incurred.
NOTE 3 COMMON STOCK
On September 10, 1999, 5,000,000 shares of common stock were issued to
officers and directors only. There was no public offering of any
securities. The above referenced shares were issued in payment for
compensation in the amount of $271,536 and repayment of expenses of
$687, mining claims of $2,644 and advances of $133. These shares were
issued pursuant to exemption from registration contained in Section 4
(2) of the Securities Act of 1933.
In September 1999 the Company, through Mr. Hugh Grenfal, president and
a member of the Board of Directors, acquired three mineral claims:
Marmot, Wombat and Amax.
NOTE 4 RELATED PARTIES
The shareholders of the Company paid expenses and advanced funds on
behalf of the Company, and were repaid by issuance of common stock.
(See Note 3).
NOTE 5 COMMITMENTS AND CONTINGENCIES
The Company is engaged in the exploration and development of mineral
properties. At present, there are no feasibility studies
establishing proven and probable reserves.
Although the minerals exploration and mining industries are
inherently speculative and subject to complex environmental
regulations, the Company is unaware of any pending litigation or of
any specific past or prospective matters which could impair the value
of it mining claims.
F-8
<PAGE> 42
ANCONA MINING CORPORATION
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
September 10, 1999
NOTE 6 YEAR 2000 ISSUES
Like other companies, Ancona Mining Corporation could be adversely
affected if the computer systems the Company, its suppliers or
customers use do not properly process and calculate date-related
information and data from the period surrounding and including January
1, 2000. This is commonly known as the "Year 2000" issue.
Additionally, this issue could impact non-computer systems and devices
such as production equipment and elevators, etc. At this time, because
of the complexities involved in the issue, management cannot provide
assurance that the Year 2000 issue will not have an impact on the
Company's operations. Any costs associated with Year 2000 compliance
are expensed when incurred.
F-9
<PAGE> 43
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The only statute, charter provision, bylaw, contract, or other
arrangement under which any controlling person, director or officer
of the Registrant is insured or indemnified in any manner against any
liability which he may incur in his capacity as such, is as follows:
1. Article XII of the Articles of Incorporation of the company,
filed as Exhibit 3.1 to the Registration Statement.
2. Article XI of the Bylaws of the company, filed as Exhibit 3.2
to the Registration Statement.
3. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control
person, officer or director from liability, thereby making the company
responsible for any expenses or damages incurred by such control
person, officer or director in any action brought against them
based on their conduct in such capacity, provided they did not
engage in fraud or criminal activity.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of the offering (assuming all shares are
sold), all of which are to be paid by the registrant, are as follows:
SEC Registration Fee $ 100.00
Printing Expenses 6,500.00
Accounting Fees and Expenses 5,000.00
Legal Fees and Expenses 25,000.00
Blue Sky Fees/Expenses 5,000.00
Transfer Agent Fees 3,000.00
Miscellaneous Expenses 5,400.00
-----------
TOTAL $ 50,000.00
===========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Registrant has sold the
following securities which were not registered under the
Securities Act of 1933, as amended.
<PAGE> 44
Name and Address Date Shares Consideration
- ------------------- ------- --------- -----------------------
Hugh Grenfal 9/07/99 2,500,000 Services and $641 in Cash
3337 W. 30th Avenue
Vancouver, British Columbia
Canada V7S 1W3
Sergei Stetsenko 9/07/99 2,500,000 Services and $641 in Cash
704 -1155 Beach Avenue
Vancouver, British Columbia
Canada V6E 1V2
We issued the foregoing restricted shares of common stock to
Messrs. Grenfal and Stetsenko pursuant to Section 4(2) of the
Securities Act of 1933. Messrs. Grenfal and Stetsenko are
sophisticated investors, are officers and directors of the company, and
where in possession of all material information relating to the
company. Further, no commissions were paid to anyone in connection
with the sale of the shares and general solicitation was made to
anyone.
ITEM 27. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement, pursuant to Item 601 of Regulation K. All Exhibits have
been previously filed unless otherwise noted.
Exhibit No. Document Description
- -------------- --------------------------------------------------------
3.1 Articles of Incorporation.
3.2 Bylaws.
4.1 Specimen Stock Certificate.
5.1 Opinion of Conrad C. Lysiak, Esq. regarding the legality
of the Securities being registered.
10.1 Marmot Mining Claim.
10.2 Wombat Mining Claim.
10.3 Bill of Sale.
10.4 Amax Mining Claim.
10.5 Statement of Trustee.
23.1 Consent of Williams & Webster, P.S., Certified Public
Accountants.
23.2 Consent of Conrad C. Lysiak, Esq.
27.1 Financial Data Schedule.
99.1 Subscription Agreement.
* Previously filed.
<PAGE> 45
ITEM 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
a. To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
b. To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
c. To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
<PAGE> 46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing of this Form SB-2 Registration
Statement and has duly caused this Form SB-2 Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
in Vancouver, British Columbia, on this 18 day of January, 2000.
ANCONA MINING CORPORATION
BY: /s/ Hugh Grenfal
Hugh Grenfal, President
KNOW ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Hugh Grenfal, as true and lawful
attorney-in-fact and agent, with full power of substitution, for his
and in his name, place and stead, in any and all capacities, to sign
any and all amendment (including post-effective amendments) to this
registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state
securities law or blue sky filings, granting unto said attorney-in-fact
and agent, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in about the premises,
as fully to all intents and purposes as he might or could do in person,
hereby ratifying the confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Form SB-2 Registration Statement has been signed by the following
persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Hughh Grenfal President, Treasurer, Chief 01/18/2000
Hugh Grenfal Financial Officer and a member
of the Board of Directors
/s/ Sergei Stetsenko Secretary and a member of the 01/18/2000
Sergei Stetsenko Board of Directors
<PAGE> 47
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
ANCONA MINING CORPORATION
* * * * *
FIRST
The name of the corporation is ANCONA MINING
CORPORATION.
SECOND
Its principal office in the state of Nevada is located
at 5844 South Pecos Road, Suite D, Las Vegas, Nevada 89120 The
name and address of its resident agent is Pacific Corporate
Services, 5844 South Pecos Road, Suite D, Las Vegas, Nevada
89120.
THIRD
The purpose or purposes for which the corporation is
organized:
To engage in and carry on any lawful business
activity or trade, and any activities necessary,
convenient, or desirable to accomplish such purposes,
not forbidden by law or by these articles of
incorporation.
FOURTH
The amount of the total authorized capital stock of the
corporation is One Thousand Dollars ($1,000.00) consisting of One
Hundred Million (100,000,000) shares of common stock of the par
value of $0.00001 each.
FIFTH
The governing board of this corporation shall be known
as directors, and the number of directors may from time to time
be increased or decreased in such manner as shall be provided by
the bylaws of this corporation.
There are three initial members of the Board of
Directors and their names and addresses are:
<PAGE> 48
NAME POST-OFFICE ADDRESS
Hugh Grenfal 3337 West 30th Avenue
Vancouver, British Columbia V6S 1W3
Sergei Stetsenko #704-155 Beach Avenue
Vancouver, British Columbia V6E 1V2
The number of members of the Board of Directors shall
not be less than one nor more than thirteen.
SIXTH
The capital stock, after the amount of the subscription
price, or par value, has been paid in shall not be subject to
assessment to pay the debts of the corporation.
SEVENTH
The name and addresses of each of the incorporators
signing the Articles of Incorporation are as follows:
NAME POST-OFFICE ADDRESS
Conrad C. Lysiak 601 West First Avenue
Suite 503
Spokane, Washington 99201
EIGHTH
The corporation is to have perpetual existence.
NINTH
In furtherance, and not in limitation of the powers
conferred by statute, the board of directors is expressly
authorized:
Subject to the bylaws, if any, adopted by the
stockholders, to make, alter or amend the bylaws of the
corporation.
<PAGE> 49
To fix the amount to be reserved as working capital
over and above its capital stock paid in, to authorize and cause
to be executed mortgages and liens upon the real and personal
property of this corporation.
By resolution passed by a majority of the whole board,
to designate one (1) or more committees, each committee to
consist of one (1) or more of the directors of the corporation,
which, to the extent provided in the resolution or in the bylaws
of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs
of the corporation, and may authorize the seal of the corporation
to be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be stated in
the bylaws of the corporation or as may be determined from time
to time by resolution adopted by the board of directors.
When and as authorized by the affirmative vote of
stockholders holding stock entitling them to exercise at least a
majority of the voting power given at a stockholders' meeting
called for that purpose, or when authorized by the written
consent of the holders of at least a majority of the voting stock
issued and outstanding, the board of directors shall have power
and authority at any meeting to sell, lease or exchange all of
the property and assets of the corporation, including its good
will and its corporate franchises, upon such terms and conditions
as its board of directors deem expedient and for the best
interests of the corporation.
TENTH
Meeting of stockholders may be held outside the State
of Nevada, if the bylaws so provide. The books of the
corporation may be kept (subject to any provision contained in
the statutes) outside the State of Nevada at such place or places
as may be designated from time to time by the board of directors
or in the bylaws of the corporation.
<PAGE> 50
ELEVENTH
This corporation reserves the right to amend alter,
change or repeal any provision contained in the Articles of
Incorporation, in the manner now or hereafter prescribed by
statute, or by the Articles of Incorporation, and all rights
conferred upon stockholders herein are granted subject to this
reservation.
TWELFTH
The corporation shall indemnify its officers,
directors, employees and agents to the full extent permitted by
the laws of the State of Nevada.
I, THE UNDERSIGNED, being the incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Nevada, do make and file
these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true, and accordingly have
hereunto set my hand this 3rd day of September, 1999.
/s/ Conrad C. Lysiak
CONRAD C. LYSIAK
STATE OF WASHINGTON )
)
COUNTY OF SPOKANE )
On this 3rd day of September, 1999, before me, a Notary
Public, personally appeared CONRAD C. LYSIAK, who severally
acknowledged that he executed the above instrument.
/s/ Judy Terese Lysiak
Notary Public, residing in the
State of Washington, residing in
Spokane.
My Commission Expires:
October 9, 2002
<PAGE> 51
EXHIBIT 3.2 BYLAWS
OF
ANCONA MINING CORPORATION
I. SHAREHOLDER'S MEETING.
.01 Annual Meetings.
The annual meeting of the shareholders of this Corporation,
for the purpose of election of Directors and for such other
business as may come before it, shall be held at the
registered office of the Corporation, or such other places,
either within or without the State of Nevada, as may be
designated by the notice of the meeting, on the first week
in September of each and every year, at 1:00 p.m.,
commencing in 2000, but in case such day shall be a legal
holiday, the meeting shall be held at the same hour and
place on the next succeeding day not a holiday.
.02 Special Meeting.
Special meetings of the shareholders of this Corporation may
be called at any time by the holders of ten percent (10%) of
the voting shares of the Corporation, or by the President,
or by the Board of Directors or a majority thereof. No
business shall be transacted at any special meeting of
shareholders except as is specified in the notice calling
for said meeting. The Board of Directors may designate any
place, either within or without the State of Nevada, as the
place of any special meeting called by the president or the
Board of Directors, and special meetings called at the
request of shareholders shall be held at such place in the
State of Nevada, as may be determined by the Board of
Directors and placed in the notice of such meeting.
.03 Notice of Meeting.
Written notice of annual or special meetings of shareholders
stating the place, day, and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which
the meeting is called shall be given by the secretary or
persons authorized to call the meeting to each shareholder
of record entitled to vote at the meeting. Such notice
shall be given not less than ten (10) nor more than fifty
(50) days prior to the date of the meeting, and such notice
shall be deemed to be delivered when deposited in the United
States mail addressed to the shareholder at his/her address
as it appears on the stock transfer books of the
Corporation.
<PAGE> 52
.04 Waiver of Notice.
Notice of the time, place, and purpose of any meeting may be
waived in writing and will be waived by any shareholder by
his/her attendance thereat in person or by proxy. Any
shareholder so waiving shall be bound by the proceedings of
any such meeting in all respects as if due notice thereof
had been given.
.05 Quorum and Adjourned Meetings.
A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. A
majority of the shares represented at a meeting, even if
less than a quorum, may adjourn the meeting from time to
time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business
may be transacted which might have been transacted at the
meeting as originally notified. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
.06 Proxies.
At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by his/her
duly authorized attorney in fact. Such proxy shall be filed
with the secretary of the Corporation before or at the time
of the meeting. No proxy shall be valid after eleven (11)
months from the date of its execution, unless otherwise
provided in the proxy.
.07 Voting of Shares.
Except as otherwise provided in the Articles of
Incorporation or in these Bylaws, every shareholder of
record shall have the right at every shareholder's meeting
to one (1) vote for every share standing in his/her name on
the books of the Corporation, and the affirmative vote of a
majority of the shares represented at a meeting and entitled
to vote thereat shall be necessary for the adoption of a
motion or for the determination of all questions and
business which shall come before the meeting.
II. DIRECTORS.
.01 General Powers.
The business and affairs of the Corporation shall be managed
by its Board of Directors.
<PAGE> 53
.02 Number, Tenure and Qualifications.
The number of Directors of the Corporation shall be not less
than one nor more than thirteen. Each Director shall hold
office until the next annual meeting of shareholders and
until his/her successor shall have been elected and
qualified. Directors need not be residents of the State of
Nevada or shareholders of the Corporation.
.03 Election.
The Directors shall be elected by the shareholders at their
annual meeting each year; and if, for any cause the
Directors shall not have been elected at an annual meeting,
they may be elected at a special meeting of shareholders
called for that purpose in the manner provided by these
Bylaws.
.04 Vacancies.
In case of any vacancy in the Board of Directors, the
remaining Director, whether constituting a quorum or not,
may elect a successor to hold office for the unexpired
portion of the terms of the Director whose place shall be
vacant, and until his/her successor shall have been duly
elected and qualified.
.05 Resignation.
Any Director may resign at any time by delivering written
notice to the secretary of the Corporation.
.06 Meetings.
At any annual, special or regular meeting of the Board of
Directors, any business may be transacted, and the Board may
exercise all of its powers. Any such annual, special or
regular meeting of the Board of Directors of the Corporation
may be held outside of the State of Nevada, and any member
or members of the Board of Directors of the Corporation may
participate in any such meeting by means of a conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other at the same time; the participation by such means
shall constitute presence in person at such meeting.
A. Annual Meeting of Directors.
Annual meetings of the Board of Directors shall be held
immediately after the annual shareholders' meeting or
at such time and place as may be determined by the
Directors. No notice of the annual meeting of the
Board of Directors shall be necessary.
<PAGE> 54
B. Special Meetings.
Special meetings of the Directors shall be called at
any time and place upon the call of the president or
any Director. Notice of the time and place of each
special meeting shall be given by the secretary, or the
persons calling the meeting, by mail, radio, telegram,
or by personal communication by telephone or otherwise
at least one (1) day in advance of the time of the
meeting. The purpose of the meeting need not be given
in the notice. Notice of any special meeting may be
waived in writing or by telegram (either before or
after such meeting) and will be waived by any Director
in attendance at such meeting.
C. Regular Meetings of Directors.
Regular meetings of the Board of Directors shall be
held at such place and on such day and hour as shall
from time to time be fixed by resolution of the Board
of Directors. No notice of regular meetings of the
Board of Directors shall be necessary.
.07 Quorum and Voting.
A majority of the Directors presently in office shall
constitute a quorum for all purposes, but a lesser number
may adjourn any meeting, and the meeting may be held as
adjourned without further notice. At each meeting of the
Board at which a quorum is present, the act of a majority of
the Directors present at the meeting shall be the act of the
Board of Directors. The Directors present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
Directors to leave less than a quorum.
.08 Compensation.
By resolution of the Board of Directors, the Directors may
be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed
sum for attendance at each meeting of the Board of Directors
or a stated salary as Director. No such payment shall
preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor.
.09 Presumption of Assent.
A Director of the Corporation who is present at a meeting of
the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the
action taken unless his/her dissent shall be entered in the
<PAGE> 55
minutes of the meeting or unless he/she shall file his/her
written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the
secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not
apply to a Director who voted in favor of such action.
.10 Executive and Other Committees.
The Board of Directors, by resolution adopted by a majority
of the full Board of Directors, may designate from among its
members an executive committee and one of more other
committees, each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of
the Board of Directors, but no such committee shall have the
authority of the Board of Directors, in reference to
amending the Articles of Incorporation, adoption a plan of
merger or consolidation, recommending to the shareholders
the sale, lease, exchange, or other disposition of all of
substantially all the property and assets of the dissolution
of the Corporation or a revocation thereof, designation of
any such committee and the delegation thereto of authority
shall not operate to relieve any member of the Board of
Directors of any responsibility imposed by law.
.11 Chairman of Board of Directors.
The Board of Directors may, in its discretion, elect a
chairman of the Board of Directors from its members; and, if
a chairman has been elected, he/she shall, when present,
preside at all meetings of the Board of Directors and the
shareholders and shall have such other powers as the Board
may prescribe.
.12 Removal.
Directors may be removed from office with or without cause
by a vote of shareholders holding a majority of the shares
entitled to vote at an election of Directors.
III. ACTIONS BY WRITTEN CONSENT.
Any corporate action required by the Articles of Incorporation,
Bylaws, or the laws under which this Corporation is formed, to be
voted upon or approved at a duly called meeting of the Directors
or shareholders may be accomplished without a meeting if a
written memorandum of the respective Directors or shareholders,
setting forth the action so taken, shall be signed by all the
Directors or shareholders, as the case may be.
<PAGE> 56
IV. OFFICERS.
.01 Officers Designated.
The Officers of the Corporation shall be a president, one or
more vice presidents (the number thereof to be determined by
the Board of Directors), a secretary and a treasurer, each
of whom shall be elected by the Board of Directors. Such
other Officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of
Directors. Any Officer may be held by the same person,
except that in the event that the Corporation shall have
more than one director, the offices of president and
secretary shall be held by different persons.
.02 Election, Qualification and Term of Office.
Each of the Officers shall be elected by the Board of
Directors. None of said Officers except the president need
be a Director, but a vice president who is not a Director
cannot succeed to or fill the office of president. The
Officers shall be elected by the Board of Directors. Except
as hereinafter provide, each of said Officers shall hold
office from the date of his/her election until the next
annual meeting of the Board of Directors and until his/her
successor shall have been duly elected and qualified.
.03 Powers and Duties.
The powers and duties of the respective corporate Officers
shall be as follows:
A. President.
The president shall be the chief executive Officer of
the Corporation and, subject to the direction and
control of the Board of Directors, shall have general
charge and supervision over its property, business, and
affairs. He/she shall, unless a Chairman of the Board
of Directors has been elected and is present, preside
at meetings of the shareholders and the Board of
Directors.
B. Vice President.
In the absence of the president or his/her inability to
act, the senior vice president shall act in his place
and stead and shall have all the powers and authority
of the president, except as limited by resolution of
the Board of Directors.
<PAGE> 57
C. Secretary.
The secretary shall:
1. Keep the minutes of the shareholder's and of
the Board of Directors meetings in one or
more books provided for that purpose;
2. See that all notices are duly given in
accordance with the provisions of these
Bylaws or as required by law;
3. Be custodian of the corporate records and of
the seal of the Corporation and affix the
seal of the Corporation to all documents as
may be required;
4. Keep a register of the post office address of
each shareholder which shall be furnished to
the secretary by such shareholder;
5. Sign with the president, or a vice president,
certificates for shares of the Corporation,
the issuance of which shall have been
authorized by resolution of the Board of
Directors;
6. Have general charge of the stock transfer
books of the corporation; and,
7. In general perform all duties incident to the
office of secretary and such other duties as
from time to time may be assigned to him/her
by the president or by the Board of
Directors.
D. Treasurer.
Subject to the direction and control of the Board of
Directors, the treasurer shall have the custody,
control and disposition of the funds and securities of
the Corporation and shall account for the same; and, at
the expiration of his/her term of office, he/she shall
turn over to his/her successor all property of the
Corporation in his/her possession.
E. Assistant Secretaries and Assistant Treasurers.
The assistant secretaries, when authorized by the Board
of Directors, may sign with the president or a vice
president certificates for shares of the Corporation
the issuance of which shall have been authorized by a
resolution of the Board of Directors. The assistant
<PAGE> 58
treasurers shall, respectively, if required by the
Board of Directors, give bonds for the faithful
discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine.
The assistant secretaries and assistant treasurers, in
general, shall perform such duties as shall be assigned
to them by the secretary or the treasurer,
respectively, or by the president or the Board of
Directors.
.04 Removal.
The Board of Directors shall have the right to remove any
Officer whenever in its judgment the best interest of the
Corporation will be served thereby.
.05 Vacancies.
The Board of Directors shall fill any office which becomes
vacant with a successor who shall hold office for the
unexpired term and until his/her successor shall have been
duly elected and qualified.
.06 Salaries.
The salaries of all Officers of the Corporation shall be
fixed by the Board of Directors.
V. SHARE CERTIFICATES
.01 Form and Execution of Certificates.
Certificates for shares of the Corporation shall be in such
form as is consistent with the provisions of the Corporation
laws of the State of Nevada. They shall be signed by the
president and by the secretary, and the seal of the
Corporation shall be affixed thereto. Certificates may be
issued for fractional shares.
.02 Transfers.
Shares may be transferred by delivery of the certificates
therefor, accompanied either by an assignment in writing on
the back of the certificates or by a written power of
attorney to assign and transfer the same signed by the
record holder of the certificate. Except as otherwise
specifically provided in these Bylaws, no shares shall be
transferred on the books of the Corporation until the
outstanding certificate therefor has been surrendered to the
Corporation.
<PAGE> 59
.03 Loss or Destruction of Certificates.
In case of loss or destruction of any certificate of shares,
another may be issued in its place upon proof of such loss
or destruction and upon the giving of a satisfactory bond of
indemnity to the Corporation. A new certificate may be
issued without requiring any bond, when in the judgment of
the Board of Directors it is proper to do so.
VI. BOOKS AND RECORDS.
.01 Books of Accounts, Minutes and Share Register.
The Corporation shall keep complete books and records of
accounts and minutes of the proceedings of the Board of
Directors and shareholders and shall keep at its registered
office, principal place of business, or at the office of its
transfer agent or registrar a share register giving the
names of the shareholders in alphabetical order and showing
their respective addresses and the number of shares held by
each.
.02 Copies of Resolutions.
Any person dealing with the Corporation may rely upon a copy
of any of the records of the proceedings, resolutions, or
votes of the Board of Directors or shareholders, when
certified by the president or secretary.
VII. CORPORATE SEAL.
The following is an impression of the corporate seal of this
Corporation:
VIII. LOANS.
Generally, no loans shall be made by the Corporation to its
Officers or Directors, unless first approved by the holder of
two-third of the voting shares, and no loans shall be made by the
Corporation secured by its shares. Loans shall be permitted to
be made to Officers, Directors and employees of the Company for
moving expenses, including the cost of procuring housing. Such
loans shall be limited to $25,000.00 per individual upon
unanimous consent of the Board of Directors.
<PAGE> 60
IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
.01 Indemnification.
The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any 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 such person is or was a Director,
Trustee, Officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a
Director, Trustee, Officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees),
judgment, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such
action, suit or proceeding if such person acted in good
faith and in a manner such person 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 such person's conduct was
unlawful. The termination of any action, suit or proceeding
by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good
faith and in a manner which such person reasonably believed
to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action
proceeding, had reasonable cause to believe that such
person's conduct was unlawful.
.02 Derivative Action
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 the Corporation's
favor by reason of the fact that such person is or was a
Director, Trustee, Officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including
attorney's fees) and amount paid in settlement actually and
reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of
the Corporation, and, with respect to amounts paid in
settlement, the settlement of the suit or action was in the
best interests of the Corporation; provided, however, that
no indemnification shall be made in respect of any claim,
<PAGE> 61
issue or matter as to which such person shall have been
adjudged to be liable for gross negligence or willful
misconduct in the performance of such person's 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 circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses as such court shall deem proper. The
termination of any action or suit by judgment or settlement
shall not, of itself, create a presumption that the person
did not act in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best
interests of the Corporation.
.03 Successful Defense.
To the extent that a Director, Trustee, Officer, employee or
Agent of the Corporation has been successful on the merits
or otherwise, in whole or in part in defense of any action,
suit or proceeding referred to in Paragraphs .01 and .02
above, or in defense of any claim, issue or matter therein,
such person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
.04 Authorization.
Any indemnification under Paragraphs .01 and .02 above
(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, Trustee, Officer,
employee or agent is proper in the circumstances because
such person has met the applicable standard of conduct set
forth in Paragraphs .01 and .02 above. Such determination
shall be made (a) by the Board of Directors of the
Corporation by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or
proceeding, or (b) is such a quorum is not obtainable, by a
majority vote of the Directors who were not parties to such
action, suit or proceeding, or (c) by independent legal
counsel (selected by one or more of the Directors, whether
or not a quorum and whether or not disinterested) in a
written opinion, or (d) by the Shareholders. Anyone making
such a determination under this Paragraph .04 may determine
that a person has met the standards therein set forth as to
some claims, issues or matters but not as to others, and may
reasonably prorate amounts to be paid as indemnification.
<PAGE> 62
.05 Advances.
Expenses incurred in defending civil or criminal action,
suit or proceeding shall be paid by the Corporation, at any
time or from time to time in advance of the final
disposition of such action, suit or proceeding as authorized
in the manner provided in Paragraph .04 above upon receipt
of an undertaking by or on behalf of the Director, Trustee,
Officer, employee or agent to repay such amount unless it
shall ultimately be by the Corporation is authorized in this
Section.
.06 Nonexclusivity.
The indemnification provided in this Section shall not be
deemed exclusive of any other rights to which those
indemnified may be entitled under any law, bylaw, agreement,
vote of shareholders or disinterested Directors or
otherwise, both as to action in such person's official
capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has
ceased to be a Director, Trustee, Officer, employee or agent
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
.07 Insurance.
The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a
Director, Trustee, Officer, employee or agent of the
Corporation, or is or was serving at the request of the
Corporation as a Director, Trustee, Officer, employee or
agent of another corporation, partnership, joint venture,
trust or other enterprise, against any liability assessed
against such person in any such capacity or arising out of
such person's status as such, whether or not the
corporation would have the power to indemnify such person
against such liability.
.08 "Corporation" Defined.
For purposes of this Section, references to the
"Corporation" shall include, in addition to the Corporation,
an constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had the
power and authority to indemnify its Directors, Trustees,
Officers, employees or agents, so that any person who is or
was a Director, Trustee, Officer, employee or agent of such
constituent corporation or of any entity a majority of the
voting stock of which is owned by such constituent
corporation or is or was serving at the request of such
<PAGE> 63
constituent corporation as a Director, Trustee, Officer,
employee or agent of the corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same
position under the provisions of this Section with respect
to the resulting or surviving Corporation as such person
would have with respect to such constituent corporation if
its separate existence had continued.
X. AMENDMENT OF BYLAWS.
.01 By the Shareholders.
These Bylaws may be amended, altered, or repealed at any
regular or special meeting of the shareholders if notice of
the proposed alteration or amendment is contained in the
notice of the meeting.
.02 By the Board of Directors.
These Bylaws may be amended, altered, or repealed by the
affirmative vote of a majority of the entire Board of
Directors at any regular or special meeting of the Board.
XI. FISCAL YEAR.
The fiscal year of the Corporation shall be set by resolution of
the Board of Directors.
XII. RULES OF ORDER.
The rules contained in the most recent edition of Robert's Rules
or Order, Newly Revised, shall govern all meetings of
shareholders and Directors where those rules are not inconsistent
with the Articles of Incorporation, Bylaws, or special rules or
order of the Corporation.
XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.
If any salary, payment, reimbursement, employee fringe benefit,
expense allowance payment, or other expense incurred by the
Corporation for the benefit of an employee is disallowed in whole
or in part as a deductible expense of the Corporation for Federal
Income Tax purposes, the employee shall reimburse the
Corporation, upon notice and demand, to the full extent of the
disallowance. This legally enforceable obligation is in
accordance with the provisions of Revenue Ruling 69-115, 1969-1
C.B. 50, and is for the purpose of entitling such employee to a
business expense deduction for the taxable year in which the
repayment is made to the Corporation. In this manner, the
Corporation shall be protected from having to bear the entire
burden of disallowed expense items.
<PAGE> 64
EXHIBIT 4.1
ANCONA MINING CORPORATION
INCORPORATION UNDER THE LAWS OF THE STATE OF NEVADA
AUTHORIZED SHARES $0.00001 PAR VALUE
NUMBER SHARES
CUSIP
See Reverse
For Certain Definitions
THIS CERTIFIES THAT
Is The Owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF $0.00001 PAR VALUE COMMON
STOCK OF
ANCONA MINING CORPORATION
Transferable only on the books of the Company in person or by
duly authorized attorney upon surrender of this Certificate
properly endorsed. This Certificate is not valid unless
countersigned by the Transfer Agent and Registrar.
IN WITNESS WHEREOF, the said Company has caused this
Certificate to be executed by the facsimile signatures of its
duly authorized officers and to be sealed with the facsimile seal
of the Company.
Dated:
_______________________ _________________________
Secretary SEAL President
<PAGE> 65
ANCONA MINING CORPORATION
TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED
The following abbreviations when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable law or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT - __________ Custodian ___________ (Minor)
under Uniform Gifts to Minors Act ____________ (State)
Additional abbreviations may also be used though not in the above
list.
For Value Received, _________________ hereby sell, assign and
transfer unto _______________ (Please insert Social Security or
other identifying number of Assignee).
_________________________________________________________________
Please print or typewrite name and address, including zip code of
Assignee)
_________________________________________________________________
_________________________________________________________________
__________________________________________________________ Shares
of the Common Stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint _______________________
attorney-in-fact to transfer the said stock on the books of the
within-named Corporation, with full power of substitution in the
premises.
Dated: _________________
_____________________________________________
Notice: The signatures to this Assignment
must correspond with the name(s) as written
upon the face of the certificate in every
particular, without alteration or enlargement
or any change whatsoever.
Signature(s) Guaranteed:
___________________________
The signature(s) must be guaranteed by an eligible guarantor
institution (Banks, Stockbrokers, Savings and Loan Associations
and Credit Unions with membership in an approved signature
guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.
<PAGE> 66
EXHIBIT 5.1
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99204
(509) 624-1478
FAX (509) 747-1770
January 18, 2000
Securities and Exchange Commission
450 Fifth Avenue N.W.
Washington, D. C. 20549
RE: Ancona Mining Corporation
Gentlemen:
Please be advised that, I have reached the following
conclusions regarding the above offering:
1. Ancona Mining Corporation (the "Company") is a duly and
legally organized and exiting Nevada state corporation, with its
registered office located in Las Vegas, Nevada and its principal
place of business located in Vancouver, British Columbia, Canada.
The Articles of Incorporation and corporate registration fees
were submitted to the Nevada Secretary of State's office and
filed with the office on September 2, 1999. The Company's
existence and form is valid and legal pursuant to the
representation above.
2. The Company is a fully and duly incorporated Nevada
corporate entity. The Company has one class of Common Stock at
this time. Neither the Articles of Incorporation, Bylaws, and
amendments thereto, nor subsequent resolutions change the
non-assessable characteristics of the Company's common shares of
stock. The Common Stock previously issued by the Company is in
legal form and in compliance with the laws of the State of
Nevada, and when such stock was issued it was fully paid for and
non-assessable. The common stock to be sold under this Form SB-2
Registration Statement is likewise legal under the laws of the
State of Nevada.
3. To my knowledge, the Company is not a party to any legal
proceedings nor are there any judgments against the Company, nor
are there any actions or suits filed or threatened against it or
its officers and directors, in their capacities as such, other
than as set forth in the registration statement. I know of no
disputes involving the Company and the Company has no claim,
actions or inquires from any federal, state or other government
agency, other than as set forth in the registration statement. I
know of no claims against the Company or any reputed claims
against it at this time, other than as set forth in the
registration statement.
<PAGE> 67
Securities and Exchange Commission
RE: Ancona Mining Corporation
January 13, 2000
Page 2
4. The Company's outstanding shares are all common shares.
There are no liquidation preference rights held by any of the
Shareholders upon voluntary or involuntary liquidation of the
Company.
5. The directors and officers of the Company are
indemnified against all costs, expenses, judgments and
liabilities, including attorney's fees, reasonably incurred by or
imposed upon them or any of them in connection with or resulting
from any action, suit or proceedings, civil or general, in which
the officer or director is or may be made a party by reason of
his being or having been such a director or officer. This
indemnification is not exclusive of other rights to which such
director or officer may be entitled as a matter of law.
6. All tax benefits to be derived from the Company's
operations shall inure to the benefit of the Company.
Shareholders will receive no tax benefits from their stock
ownership, however, this must be reviewed in light of the Tax
Reform Act of 1986.
7. By director's resolution, the Company has authorized
the issuance of up to 2,000,000 shares of Common Stock.
The Company's Articles of Incorporation presently provide
the authority to the Company to issue 100,000,000 shares of
Common Stock, $0.00001 par value. Therefore, a Board of
Directors' Resolution which authorized the issuance for sale of
up to 2,000,000 of Common Stock, would be within the authority of
the Company's directors and the shares, when issued, will be
validly issued, fully paid and non-assessable.
Yours truly,
/s/ Conrad C. Lysiak
<PAGE> 68
EXHIBIT 10.1
PROVINCE OF BRITISH COLUMBIA Ministry of Energy Mines and Petroleum
Resources
RECORD OF 4 POST CLAIM - MINERAL TENURE ACT
(Section 23)
_______________________________ _____________________________
Mining Division Tenure No.
_______________________________ _____________________________
Gold Commissioner Date of Record
- ---------------------------------------------------------------------
APPLICATION TO RECORD A 4 POST CLAIM
I, Leonard Gal, Name of Locator, Agent for self, 317 - 360 East
Second Street, North Vancouver, British Columbia V7L 4N6, (604) 984-
7733, Client No. 109149, hereby apply for record of a 4 Post Claim for
the location as outlined on the attached copy of mineral titles
reference map No. 082E/6E, in the 0504005 Mining Division.
ACCESS
Describe how you gained access to the location; include references
to roads, trails, topographic features, permanent landmarks and a
description of the legal post location.
LCP is accessed by Hwy. 33 and Tuzo Ck. Fsr. South of town of
Beaverdell. The LCP is located 60m at a bearning of 223 degrees from
the confluence of West Kettle River and Tuzo Creek. The UTM coordinates
are 5471925 N 347940 E (Zone 11).
TAG INFORMATION
I have securely fastened the metal identification tag embossed
"LEGAL CORNER POST" to the legal post (or witness post) and impressed
this information on the tag:
LEGAL CORNER POST - TAG NO. 236105
CLAIM NAME MARMOT
LOCATOR Len Gal
FMC NO. 109149
AGENT FOR SELF
FMC NO.
DATE COMMENCED SEPTEMBER 16, 1998
TIME 7:15 a.m.
DATE COMPLETED SEPTEMBER 16, 1998
TIME 4:50 p.m.
NUMBER OF CLAIM UNITS
N - -0- S - 5 E - -0- W - 3
<PAGE> 69
IDENTIFICATION POSTS NOT PLACED
were NONE
because ______________
If a witness post was placed for the legal corner post:
Bearing from witness post to true position of legal corner post is
_____ degrees, at a distance of _____ metres.
Bearing from identification post to witness post _____ degrees, at a
distance of _____ metres.
NOTE: Legal corner post can be witnessed only it is was not feasible to
pace any posts.
ACKNOWLEDGMENT
I have complied with all of the terms and conditions of the
Mineral Tenure Act and Regulation pertaining to the location of 4 post
claims and have attached a plan of the location on which the positions
of the legal corner post and all corner posts (and witness and
identification post is applicable) are indicated.
Do you intend to extracted industrial Minerals from this tenure? NO
/s/ Leonard Gal
Signature of Locator
SEAL
3658899
SUB-RECORDED
RECEIVED
OCT 5, 1999
M.R.# 12 $350.00
VANCOUVER, B.C.
Recording Stamp
<PAGE> 70
EXHIBIT 10.2
PROVINCE OF BRITISH COLUMBIA Ministry of Energy Mines and Petroleum
Resources
RECORD OF 4 POST CLAIM - MINERAL TENURE ACT
(Section 23)
_______________________________ _____________________________
Mining Division Tenure No.
_______________________________ _____________________________
Gold Commissioner Date of Record
- ---------------------------------------------------------------------
APPLICATION TO RECORD A 4 POST CLAIM
I, Leonard Gal, Name of Locator, Agent for self, 317 - 360 East
Second Street, North Vancouver, British Columbia V7L 4N6, (604) 984-
7733, Client No. 109149, hereby apply for record of a 4 Post Claim for
the location as outlined on the attached copy of mineral titles
reference map No. 082E/6E, in the 0504005 Mining Division.
ACCESS
Describe how you gained access to the location; include references
to roads, trails, topographic features, permanent landmarks and a
description of the legal post location.
LCP is accessed by Hwy. 33 and Tuzo Ck. Fsr. and south on old KVR
right-of-way. The LCP is located 1540m on a berring of 182 degrees
from the confluence of the west Kettle River and Tuzo Creek. The UTM
coordinates are 5470425 N and 348720 E (Zone 11).
TAG INFORMATION
I have securely fastened the metal identification tag embossed
"LEGAL CORNER POST" to the legal post (or witness post) and impressed
this information on the tag:
LEGAL CORNER POST - TAG NO. 236106
CLAIM NAME WOMBAT
LOCATOR Len Gal
FMC NO. 109149
AGENT FOR SELF
FMC NO.
DATE COMMENCED SEPTEMBER 17, 1998
TIME 9:15 a.m.
DATE COMPLETED SEPTEMBER 17, 1998
TIME 4:40 p.m.
NUMBER OF CLAIM UNITS
N - 5 S - -0- E - 4 W - -0-
<PAGE> 71
IDENTIFICATION POSTS NOT PLACED
were NONE
because ______________
If a witness post was placed for the legal corner post:
Bearing from witness post to true position of legal corner post is
_____ degrees, at a distance of _____ metres.
Bearing from identification post to witness post _____ degrees, at a
distance of _____ metres.
NOTE: Legal corner post can be witnessed only it is was not feasible to
pace any posts.
ACKNOWLEDGMENT
I have complied with all of the terms and conditions of the
Mineral Tenure Act and Regulation pertaining to the location of 4 post
claims and have attached a plan of the location on which the positions
of the legal corner post and all corner posts (and witness and
identification post is applicable) are indicated.
Do you intend to extracted industrial Minerals from this tenure? NO
/s/ Leonard Gal
Signature of Locator
SEAL
365900
SUB-RECORDED
RECEIVED
OCT 5, 1999
M.R.# 12 $350.00
VANCOUVER, B.C.
Recording Stamp
<PAGE> 72
EXHIBIT 10.3
BRITISH COLUMBIA
Ministry of Employment and Investment
Energy and Minerals Division
Mineral Titles Branch
Mineral Tenure Act
Section 52
BILL OF SALE ABSOLUTE
INDICATE TYPE OF TITLE: Mineral
MINING DIVISION: GREENWOOD
SELLER
I, Leonard Gal, 317- 360 E. Second, Northh Vancouver, British
Columbia V7L 4N6, (604) 984-7733 - Client Number 109149.
PURCHASER
Hugh Grenfal, 3337 West 30th Avenue, Vancouver, British Columbia
V7S 1W6 (604) 605-0885 - Client Number 110359.
For an in consideration of the sum of Ten dollars ($10.00) paid to
me, do hereby sell the interest as specified below in the following
mineral titles:
Claim Name of Tenure Percentage of
Lease Type Number Title being Sold
- ------------- ------ ----------------
WOMBAT 365900 100%
MARMOT 365899 100%
I declare that I have good title to these tenures and every right
to sell the same, in witness whereof I have today signed my legal name.
September 8, 1999
/s/ Leonard Gal
(Signature of Seller)
/s/ illegible
(Signature of Witness)
<PAGE> 73
EXHIBIT 10.4
PROVINCE OF BRITISH COLUMBIA Ministry of Energy Mines and Petroleum
Resources
RECORD OF 4 POST CLAIM - MINERAL TENURE ACT
(Section 23)
_______________________________ _____________________________
Mining Division Tenure No.
_______________________________ _____________________________
Gold Commissioner Date of Record
- ---------------------------------------------------------------------
APPLICATION TO RECORD A 4 POST CLAIM
I, Gerard Gallissant, Name of Locator, 783 MacCleave Avenue,
Penticton, British Columbia V2A 3C4, (604) 492-2959, Client No. 109141,
Agent for Hugh Grenfal, 3337 West 30th Avenue, Vancouver, British
Columbia V6S 1W3, Client No. 110359, hereby apply for record of a 4
Post Claim for the location as outlined on the attached copy of mineral
titles reference map No. 82E/6E, in the Greenwood Mining Division.
ACCESS
Describe how you gained access to the location; include references
to roads, trails, topographic features, permanent landmarks and a
description of the legal post location.
From Beaverdell, travel south on Highway 33 for 6.5 km. Turn West
on the Tuzo Creek forestry road for 3 km. The LCP is located 1200
metres west and 250 metres south of the Tuzo Creek bridge at Highway
33.
TAG INFORMATION
I have securely fastened the metal identification tag embossed
"LEGAL CORNER POST" to the legal post (or witness post) and impressed
this information on the tag:
LEGAL CORNER POST - TAG NO. 237057
CLAIM NAME AMAX
LOCATOR Gerard Gallissant
FMC NO. 109141
AGENT FOR HUGH GRENFAL
FMC NO. 110359
DATE COMMENCED SEPTEMBER 5, 1999
TIME 18:00
DATE COMPLETED SEPTEMBER 6, 1998
TIME 17:03
NUMBER OF CLAIM UNITS
N - -0- S 3 E - -0- W - 3
<PAGE> 74
IDENTIFICATION POSTS NOT PLACED
were NONE
because ______________
If a witness post was placed for the legal corner post:
Bearing from witness post to true position of legal corner post is
_____ degrees, at a distance of _____ metres.
Bearing from identification post to witness post _____ degrees, at a
distance of _____ metres.
NOTE: Legal corner post can be witnessed only it is was not feasible to
pace any posts.
ACKNOWLEDGMENT
I have complied with all of the terms and conditions of the
Mineral Tenure Act and Regulation pertaining to the location of 4 post
claims and have attached a plan of the location on which the positions
of the legal corner post and all corner posts (and witness and
identification post is applicable) are indicated.
Do you intend to extracted industrial Minerals from this tenure? NO
/s/ Gerard Gallissant
Signature of Locator
SEAL
RECEIVED
GOVERNMENT AGENT
PENTICTON
SEP - 9 1999
Not an Official Receipt
Trans #09
VANCOUVER, B.C.
Recording Stamp
<PAGE> 75
EXHIBIT 10.5
HUGH GRENFAL
Suite 1950 - 400 Burrard Street
Vancouver, British Columbia Canada V6C 3A6
September 9, 1999
Ancona Mining Corporation
Suite 1950 - 400 Burrard Street
Vancouver, B.C. V6C 3A6
I, Hugh Grenfal, hold in trust for Ancona Mining Corporation a
100% undivided interest in three mineral claims, namely: Marmot -
15 units (record #365899), Wombat - 20 units (record #365900) and
Amax - 9 units (tag #237057).
I will deliver full title on demand to Ancona Mining Corporation
for as long as the claims are in good standing with the Province
of British Columbia.
Yours truly
/s/ Hugh Grenfal
Hugh Grenfal
<PAGE> 76
EXHIBIT 23.1
WILLIAMS & WEBSTER, P.S.
Certified Public Accountants
601 West Riverside
Suite 1940
Spokane, Washington 99201-0611
(509) 838-8111
FAX (509) 624-5001
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Ancona Mining Corporation
Las Vegas, Nevada
We consent to the use of our audit report dated December 10, 1999,
on the financial statements of Ancona Mining Corporation as of
September 10, 1999 and the period then ended, and the inclusion
of our name under the heading "Experts" in the Form SB-2
Registration Statement filed with the Securities and Exchange
Commission.
/s/ Williams & Webster P.S.
Williams & Webster, P.S.
Spokane, Washington
January 14, 2000
<PAGE> 77
EXHIBIT 23.2
CONRAD C. LYSIAK
Attorney and Counselor at Law
601 West First Avenue
Suite 503
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
CONSENT
I HEREBY CONSENT to the inclusion of my name in
connection with the Form SB-2 Registration Statement filed with
the Securities and Exchange Commission as attorney for the
registrant, Ancona Mining Corporation.
DATED this 18th day of January, 2000.
Yours truly,
/s/ Conrad C. Lysiak
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Statement of Financial Condition at September 10, 1999 and the Statement
of Income for the period ended September 10, 1999 and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> SEP-20-1999
<CASH> 133
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,777
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 50
<OTHER-SE> 2,727
<TOTAL-LIABILITY-AND-EQUITY> 2,777
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 272,223
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,72,223)
<INCOME-TAX> 0
<INCOME-CONTINUING> (272,223)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (272,223)
<EPS-BASIC> (0.054)
<EPS-DILUTED> (0.054)
</TABLE>
<PAGE> 79
Exhibit 99.1
SUBSCRIPTION AGREEMENT
Ancona Mining Corporation
400 Burrard Street
Suite 1950
Vancouver, British Columbia
Canada V6C 3A6
Dear Sirs:
Concurrent with execution of this Agreement, the undersigned (the
"Purchaser") is purchasing ________________ shares of Common Stock of
Ancona Mining Corporation (the "Company") at a price of $0.10 per Share
(the "Subscription Price")
Purchaser hereby confirms the subscription for and purchase of
said number of Shares and hereby agrees to pay herewith the
Subscription Price for such Shares.
MAKE CHECK PAYABLE TO: Ancona Mining Corporation
Executed this _____ day of ________________, _______, at
_____________________ (Street Address), ___________________ (City),
_________________ (State) ________ (Zip Code).
___________________________________
Signature of Purchaser
___________________________________
Printed Name of Purchaser
___________________________________
Social Security Number/
Tax I.D.
Number of Shares Purchased Total Subscription Price
__________________________ ________________________
Form of Payment: Cash _________________
Check# _________________
Other _________________
ACCEPTED THIS _____ DAY OF ________________, _______.
ANCONA MINING CORPORATION
BY: __________________________________
Title: ___________________________
