UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K12G3
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 19,
2000
DREW RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-30763 Applied For
-----------------------------------------------------------
(State of (Commission (I.R.S. Employer
organization File Number) Identification No.)
pre-merger)
Nevada 000-30763 Applied For
-----------------------------------------------------------
(State of (Commission (I.R.S. Employer
organization File Number) Identification No.)
post-merger)
#3-1924 Whyte Avenue, Vancouver, B.C. Canada V6J 1B3
-----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(604) 738-4041
Registrant's telephone number, including area code
BUFFTON, INC.
2080 E. Flamingo Rd., Suite 112
Las Vegas, NV 89119
(Former Name and/or Former Address, if Changed Since Last Report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to an Agreement and Plan of Reorganization (the
"Acquisition Agreement") effective December 19, 2000, Drew
Resources, Inc., a Nevada corporation (the "Company"), acquired
one hundred percent (100%) of all the outstanding shares of
common stock ("Common Stock") of Buffton, Inc., a Nevada
corporation ("Buffton"), from all of the shareholders of the
issued and outstanding common stock of Buffton, for the par value
of $0.001 per share (the "Acquisition").
The Acquisition was approved by the unanimous consent of the
Board of Directors of Buffton and a majority of the shareholders
on December 19, 2000. The Acquisition is intended to qualify as a
reorganization within the meaning of Section 368(a)(1)(B) of the
Internal Revenue Code of 1986, as amended ("IRC").
Upon effectiveness of the Acquisition, pursuant to Rule 12g-3(a)
of the General Rules and Regulations of the Securities and
Exchange Commission (the "Commission"), the Company elected to
become the successor issuer to Buffton for reporting purposes
under the Securities Exchange Act of 1934 (the "Act") and elects
to report under the Act effective December 19, 2000.
As of the effective date of the Agreement, Buffton shall assume
the name of the Company. The Company's officers and directors
will become the officers and directors of Buffton. As of the
Effective Date, Messers. John C. Mueller and Scott McGovern shall
have resigned as the officers and directors of Buffton.
No subsequent changes in the officers, directors and five percent
shareholders of the Company are presently known.
A copy of the Agreement has been filed as an exhibit to this Form
8-K and is incorporated in its entirety.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the Agreement, the Company acquired one hundred
percent (100%) of the issued and outstanding shares of common
stock (Common Stock) of Buffton from all of the shareholders of
the issued and outstanding Common Stock of Buffton, for the
aggregate of the par value of $0.001 per share. No material
relationship exists between the selling shareholders of Buffton
or any of its affiliates, any director or officer, or any
associate of any such director or officer of Buffton and the
Company. The consideration exchanged pursuant to the Agreement
was negotiated between Buffton and the Company in an arm's-length
transaction.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
The Registrant has not changed accountants since its formation,
and Management has had no disagreements with the findings of its
accountants.
ITEM 5. OTHER EVENTS
SUCCESSOR ISSUER ELECTION. Pursuant to Rule 12g-3(a) of the
General Rules and Regulations of the Securities and Exchange
Commission, the Company elected to become the successor issuer to
Buffton, Inc. for reporting purposes under the Securities
Exchange Act of 1934 and elects to report under the Act effective
December 19, 2000. Buffton hereby adopts December 31st as its
fiscal year end to coincide with the fiscal year end of Drew.
Background
Drew Resources, Inc. (the "Company") is a Nevada corporation
formed on December 16, 1998. Its principal place of business is
located at #3-1924 Whyte Ave., Vancouver, B.C. V6J 1B3.
Business of Issuer
The Company was organized to explore and develop precious metal
mining claims and properties in North America. On December 5,
1998, the Company entered into a Memorandum of Understanding with
Forest Syndicate for the Forrest Property, located in the Liard
Mining Division, British Columbia. On March 30, 2000, the Company
allowed the Option on the Forrest Property to expire, voiding the
Memorandum of Understanding. On January 15, 1999, the Company
filed an Offering Memorandum for an initial private offering
2,500,000 shares of Common Stock at $0.01 per share which was
exempt from registration pursuant to Rule 504 of Regulation D,
promulgated under the Securities Act of 1933 (the "Act"). On
November 2, 2000, the Company underwent a 2:1 split for
shareholders of record as of October 27, 2000, making the current
issued and outstanding stock 5,000,000 shares of common stock.
On October 30, 2000, the Company entered into a Property Option
Agreement (the "Agreement") with George & Linda Eliopulos and C.
Patrick & Judy Costin (the "Owners") for the Deer Creek Property
(the "Property"), located in Lemhi County, Idaho. The Property
consists of 16 unpatented mining claims (the "Claims") which
cover 330 acres within 2 sections (Alafi 1-4 & Deer 1-12). The
following are the significant terms of the Agreement:
* Pay Advance Royalties to the Owners, as follows:
$5,000 Upon Execution (November 3rd)
$5,000 1st Anniversary
$10,000 2nd Anniversary
$20,000 3rd Anniversary
$50,000 4th Anniversary & thereafter
Beginning with the 4th anniversary, royalties will be
adjusted to reflect changes in the consumer price index,
with 2000 as the base year.
* Pay all Federal and State mining claim maintenance fees for
any year in which the agreement is maintained and in good
standing.
* Pay to the Owners, Production Royalties of 3% of the Net
Smelter Returns, based on the total value of minerals sold, less:
1) amounts related to weighing, sampling, packaging, loading,
transportation, etc. to the point to sale, 2) all smelter costs
and charges relating thereto, and 3) marketing costs and
commissions.
* The term of the Lease is for 20 years, with automatic
extensions so long as conditions of the lease are met.
* Reclamation as required by Federal, State, and Local law for
disturbances arising from the Company's activities on the
Property will be the Company's responsibility.
The Claims are situated in central Idaho, approximately 140 air
miles northeast of Boise and within the Salmon River Mountains
between the towns of Salmon and Challis. The Property is roughly
two miles east of the Iron Creek Copper-Cobalt District, the
nearest significant producer and 3 miles west of the Twin Peaks
copper-lead mine. It is located within the headwaters of Deer
Creek
The Property is located near the south end of a major copper-
cobalt trend known as the Idaho Cobalt Belt, within the
headwaters of Deer Creek, a tributary of the Salmon River. The
property represents an untested sediment hosted exhalative base
metal plus gold target with a potential strike length of at least
3600 feet and probable thickness of 150 feet or more. In October
1998, a Technical Report regarding the claims was completed by
Mr. Ryan Kern, a Registered Geologist which described its geology
and mineralization, along with recommendations for an early stage
exploration program, which should include detailed mapping, road
building, drilling, and assay analysis.
The Company intends to engage in mineral exploration, a highly
speculative activity that involves greater risks than most
businesses. The search for minerals often results in the failure
to discover mineralization or the discovery of mineralization
which will not return a profit over the costs incurred.
There are 3 successive development stages which mineral
properties progress through should they ultimately become a mine.
1. Early stage. A relatively low cost "grass roots" initial
program, usually initiated as a result of visual inspection and
prospecting work, such as interesting outcropping and other
observable phenomenon. Formal programs usually consist of
mapping, geophysical and geochemical sampling and perhaps some
limited drilling. Budgets are usually in the range of several
hundred thousand dollars.
2. Development Stage. Should early stage results be
encouraging, a larger scale drill program may be warranted to
define the extent and grade of mineralization, at an initial
level. Should these results warrant, increase drilling programs
can continue over several years, along with mine planning,
engineering, process testing, and environmental studies through
to the prefeasibility or feasibility stage. Annual budgets can
easily be well over US $1 million per year, with the total cost
through to feasibility in the US $5+ million range.
3. Production. Once the property passes the Prefeasibility
Stage and nears the production decision stage, exploration and
development companies will typically vend the asset to an
established production company, given the very different nature
of expertise required and the significant amount of funding
required to place a property into production. Although production
companies also spend significant amount of capital on
exploration, companies engaged exclusively in exploration rarely
make the transition to a production company.
Owing to the Company's lack of established track record and
relatively low capital requirements at the grass roots
exploration stage, the Company will initially be involved with
early stage properties located in Idaho, Nevada, and New Mexico.
It is management's intention to engage in the following business
activities:
* Advancing the Deer Creek Property through additional
development stages, which would increase the value of the
property.
* Mitigating the real and perceived high risks associated with
mineral exploration, the Company will seek to acquire at least
one additional property interest in 2001 in order to lessen its
reliance on a limited asset base.
* In becoming involved with properties at more advanced stages
of development, having very large scale potential, in highly
prospective areas of the U.S., such as Utah, Nevada, and New
Mexico.
* Developing its mining claims to the production decision
point, an advanced level in which major mining production
companies would seriously pursue the property as a significant
and valuable acquisition.
The Company may compete with major other junior mineral
exploration companies in the search and acquisition of future
property interests. Property interests are generally acquired
through either staking by the company or by a one on one direct
negotiation with the property holder. Therefore, the Company
believes that competition for relatively early stage properties
is more influenced by the general supply and demand
characteristics of underlying metals at any one time, such as
when copper is at a high price, there is heightened interest in
copper properties. It is management's belief that due to the
relatively poor state of metals, markets over the past several
years and increasing lack of support for exploration projects,
many potential competitors have ceased to pursue exploration
activities, which has significantly lessened competition.
Once acquired, the Company will have defined and exclusive rights
related to that property. Although the Company does not
anticipate engaging in any commercial production at its
properties, any minerals produced by others will be commodity
products in nature such as gold, silver, copper, and molybdenum.
It is management's belief that no direct competition exists aside
from a generalized level of worldwide supply and demand for such
for such metals.
The Property is located in Federal lands open to mineral entry
and managed by the U.S. Forest Services. Discussions with Salmon,
Idaho office of the Forest Service indicate it currently is aware
of no environmental problems within the Property that would
prevent exploration. According to claim owners, there are no
dumps or tailings on the Property and no acid mine drainage.
Although surface disturbing exploration has been permitted with
no serious environmental problems at properties to the east and
west, there has not been an attempt to permit a program at Deer
Creek. It should be noted that the areas proximity to salmon and
bull trout spawning grounds within the boundaries of the Salmon
River would necessitate close study of any permit application.
Exploration permits are common and most applications are granted.
Should further development be warranted at the property beyond
the initial phase, management could vend all or part of the
property to a company more experienced with development of
mineral properties through to Feasibility, in which case any
permitting issues would be dealt with by them. However, should
management decide to develop the property internally, various
base line environmental and other studies would be required. In
this case, management would engage the specialized services of
any one of the many consulting companies in the region
experienced with permitting issues.
The Company's only employees at the present time are its sole
officer and director and an independent consultant, who will
devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company.
Future Staffing
Management expects to carry out its exploration programs
utilizing the services of independent consultants and other
professionals such as drilling companies. The Company doe not
foresee hiring additional personnel prior to either making a
significant discovery or undertaking a material expansion or
exploration activities.
Plan of Operation
The following is the Company's focus over the next 12 months:
* February 2001 - Raise approximately $250,000 in additional
funds.
* Spring 2001 - Begin a work program at Deer Creek.
* Summer 2001 - Conduct an initial exploration program.
* Balance of 2001 - The Company will seek to acquire or option
at least one additional early stage exploration project in North
America as part of a diversification strategy to lessen the
reliance of the Company on one particular property for the
subsequent exploration season in 2001/02.
Description of Property
The Company neither owns nor leases any real property at this
time. The Company does have the use of a limited amount of office
space from its sole officer and director, Shane Lowry, at no
charge to the Company. The Company was granted a Mining Lease on
the Deer Creek Property, 16 unpatented mining claims located in
the Lemhi County of Idaho through a Letter Agreement dated
October 30, 2000.
Since the company is incorporated in Nevada, it is required to
maintain a resident office in that state in which corporate
documents are available. The resident office is located at 318 N.
Carson St., Carson City, NV 89701. No activities take place in
the resident office. All other activities have been consolidated
to the property described above.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth each person known to the Company,
as of November 15, 2000, to be a beneficial owner of five percent
(5%) or more of the Company's common stock and the holdings of
the Company's sole officer and director. Except as noted, each
person has sole voting and investment power with respect to the
shares shown.
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Keith Balderson (1) 200,000 4%
2186 West 14th Ave.
Vancouver, B.C. Canada
V6K 2V6
Common Leah Balderson (1) 300,000 6%
2186 West 14th Ave.
Vancouver, B.C. Canada
V6K 2V6
Common Next Millenium Management 200,000 4%
(1)
522-625 Howe Street
Vancouver, B.C. Canada
V6C 2S6
Common Chitsai Tora, Inc. 400,000 8%
55 Frederick & Shirley
Sts.
P.O. Box 13039
Nassau, Bahamas
Common Jason Dussault 300,000 6%
421-2001 Wall Street
Vancouver, B.C. Canada
V5L 5E4
Common Savannah Foundation 400,000 8%
3rd Floor
Bahamas Financial Centre
Nassau, Bahamas
Common Joanne Sinkins 300,000 6%
302 Cedarvale Ave.
Toronto, Ont. Canada
M4C 4K4
Common Brian Thomson 300,000 6%
#325-3755 W. 6th Ave.
Vancouver, B.C. Canada
Common Andrew Walker 300,000 6%
216-257 E. 12th St.
N. Vancouver, B.C. Canada
V7L 2J8
Common Shane Lowry 200,000 4%
3-1924 Whyte Ave.
Vancouver, B.C. Canada
V6J 1B3
Common Sole Officer and Director 200,000 4%
(1), Keith and his wife Shelley Balderson jointly hold 60% of
Next Millenium Management and Leah Balderson holds 40% of the
issued and outstanding shares of Next Millenium Management. Keith
and Leah Balderson are father and daughter, together with the
share holdings of Next Millenium, they hold 700,000 shares of the
Company's stock, which represents a total of 14% of the issued
and outstanding shares.
The holdings of the sole officer and director:
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Shane Lowry 200,000 4%
#3-1924 Whyte Ave.,
Vancouver, B.C. Canada
V6J 1B3
Executive Officers, Directors and Management
The members of the Board of Directors of the Company serve until
the next annual meeting of the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
There are no agreements for any officer or director to resign at
the request of any other person, and none of the officers or
directors named below are acting on behalf of, or at the
direction of, any other person.
The Company's officers and directors will devote their time to
the business on an "as-needed" basis, which is expected to
require 5-10 hours per month.
Information as to the directors and executive officers of the
Company is as follows:
Name/Address Age Position
Shane Lowry 32 President/Secretary/Treasurer/
#3-1924 Whyte Avenue Director
Vancouver, B.C. Canada V6J
1B3
Shane Lowry; President/Secretary/Treasurer/Director
Shane Lowry has been an officer and director of the Company since
its inception on December 16, 1998 and is currently serving
without compensation. Mr. Lowry is currently the President of
Icon Capital Group, Inc., a consulting firm to emerging mining
and technology companies. From October 1997 to June 2000, Mr.
Lowry was employed by Condor Goldfields, Inc., a publicly listed
company trading on the Toronto Stock Exchange over-the-counter
market with offices in Vancouver, B.C. Mr. Lowry's duties
included Corporate Development and Investor Relations. From July
1995 to May 1997, Mr. Lowry worked in a similar capacity for
Eaglecrest Explorations, Ltd., Cypango Ventures, Ltd., and U.S.
Diamond Corp., all of which are based in Vancouver, B.C. and
listed on the Vancouver Stock Exchange.
Richard Kern, Registered Geologist, Independent Consultant
Graduating from Montana State University, (B.Sc - Geology) in
1971 and Idaho State University (Masters - Geology) in 1972, Mr.
Kern has been engaged in the field of geology since then. He is a
Registered Professional Geologist licensed to work in all U.S.
states, and is a member of the American Institute of Mining,
Metallurgical, and Petroleum Engineers, Inc., and the Geological
Society of Nevada. In October 1998, Mr. Kern completed a
Technical Report on the Deer Creek Property.
Certain Relationships and Related Transactions
There is no family relationship between any of the officers and
directors of the Company. The Company's Board of Directors has
not established any committees.
Executive Compensation
The Company's sole officer and director does not receive any
compensation for his respective services rendered to the Company,
nor has he received such compensation in the past. He has agreed
to act without compensation until authorized by the Board of
Directors, which is not expected to occur until the Registrant
has generated revenues from operations. As of the date of this
registration statement, the Company has no funds available to pay
directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with the Company.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Registrant for the benefit of its employees.
Description of Securities
The Company's common stock is listed on the "Pink Sheets" in the
United States under the symbol DRWR. Management has not
undertaken any discussions, preliminary or otherwise, with any
prospective market maker concerning the participation of such
market maker in the after-market for the Company's securities.
There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.
Market Price
The Registrant's Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and
(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets
forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market
and for continued listing. For initial listing, a company must
have net tangible assets of $4 million, market capitalization of
$50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years.
For initial listing, the common stock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and a $1,000,000 market value of its publicly-traded securities.
In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction
with any merger or acquisition candidate which will allow the
Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities.
Holders
There are 26 holders of the Company's Common Stock. On January
15, 1999, the Company offered 2,500,000 shares of its common
stock in a private offering, which was exempt from registration
pursuant to Rule 504 of Regulation D under the Securities Act of
1933 to 28 investors.
On November 2, 2000, the Company underwent a 2:1 split for
shareholders of record as of October 27, 2000, making the current
issued and outstanding stock 5,000,000 shares of common stock.
Dividends
The Registrant has not paid any dividends to date, and has no
plans to do so in the immediate future.
Legal Proceedings
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
Recent Sales of Unregistered Securities
With respect to the sales made, the Registrant relied on Rule 504
of Regulation D of the Securities Act of 1933, as amended. No
advertising or general solicitation was employed in offering the
shares. The securities were offered for investment only and not
for the purpose of resale or distribution, and the transfer
thereof was appropriately restricted.
On January 15, 1999, the Company sold 2,500,000 shares of its
common stock in exchange for a total consideration of $25,000.00
to 28 investors.
In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period, under
certain circumstances, may sell within any three-month period a
number of shares which does not exceed the greater of one percent
of the then outstanding Common Stock or the average weekly
trading volume during the four calendar weeks prior to such sale.
Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has
satisfied a two-year holding period and who is not, and has not
been for the preceding three months, an affiliate of the Company.
Common Stock
The Company's Articles of Incorporation authorizes the issuance
of 50,000,000 shares of Common Stock, par value $0.001 per share,
of which 5,000,000 are issued and outstanding. The shares are non-
assessable, without pre-emptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled
to one vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable, without
pre-emptive rights, and do not carry cumulative voting rights.
Holders of common shares are entitled to share ratably in
dividends, if any, as may be declared by the Company from time-to-
time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of the Company, the
holders of shares of common stock are entitled to share on a pro-
rata basis all assets remaining after payment in full of all
liabilities.
Preferred Stock
The Company's Articles of Incorporation authorizes the issuance
of 1,000,000 shares of preferred stock, $0.001 par value per
share. The shares are all non-assessable.
Management is not aware of any circumstances in which additional
shares of any class or series of the Company's stock would be
issued to management or promoters, or affiliates or associates of
either.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
a) The Financial Statements for the period ended September 30,
2000 and September 30, 1999 for Drew Resources, Inc. are hereby
attached to this Form 8-K.
b) Prior to the merger with Drew Resources, Inc., Buffton was
not operating and had no assets and no revenue during 1999. The
pro-forma financial statements, which serve to state the results
of 1999 as if the two companies had combined operations during
1999, therefore, will not differ in any material way from the
financial statements of Drew Resources, Inc. The Company will
not, therefore, include separate pro-forma financial statements.
FINANCIAL STATEMENTS FOR DREW RESOURCES
DREW RESOURCES, INC.
(An Exploration Stage Company)
BALANCE SHEET
September 30, 2000 and December 31, 1999
(Stated in US Dollars)
(Unaudited - See Note 1)
<TABLE>
<S> <C> <C>
ASSETS
September December
30, 31,
2000 1999
Current
Cash $ 145 $ 1,315
Accounts receivable 248 79
--------- ---------
-
393 1,394
Mineral property - Note 2 - 6,600
--------- ---------
-
$ 393 $ 7,994
========= =========
=
LIABILITIES
Current $ 3,077 $ 2,039
Accounts payable 3,000 -
Loan payable --------- ---------
-
6,077 2,039
--------- ---------
-
STOCKHOLDERS' EQUITY (DEFICIENCY)
Preferred stock, $0.001 par
value
1,000,000 shares authorized,
none outstanding
Common stock, $0.001 par value
50,000,000 shares authorized
5,000,000 outstanding - Note 25,000 25,000
3
Deficit accumulated during the
exploration stage (30,684) (19,045)
--------- ---------
-
( 5,684) 5,955
--------- ---------
-
$ 393 $ 7,994
========= =========
=
Subsequent Events - Note 4
</TABLE>
SEE ACCOMPANYING NOTES
DREW RESOURCES, INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
ACCUMULATED DURING THE EXPLORATION STAGE
for the three month periods ended September 30, 2000 and 1999
and the nine month periods ended September 30, 2000 and 1999
and December 16, 1998 (Date of Incorporation) to September 30, 2000
(Stated in US Dollars)
(Unaudited - See Note 1)
<TABLE>
<S> <C> <C> <C> <C> <C>
December 16,
Three Three Nine Nine 1998
Months Months Months Months (Date of
Ended Ended Ended Ended Incorporation)
September September September September to September
30, 30, 30, 30, 30,
1999 2000 1999 2000 2000
Expenses
Bank charges and interest $ 20 $ 16 $ 134 $ 53 $ 207
Consulting fees - - 368 - 368
Filing fees 430 315 2,437 838 3,916
Management fees - - 3,000 - 3,000
Office 55 - 55 - 74
Professional fees 971 700 4,871 4,148 13,799
Travel ( 139) - 2,720 - 2,720
---------- --------- --------- --------- ---------
Net loss for the period before other 1,337 1,031 13,585 5,039 24,084
item
Other item:
Write-off of resources property - - - 6,600 6,600
---------- --------- --------- --------- ---------
Net loss for the period 1,337 1,031 13,585 11,639 30,684
13,248 29,653 1,000 19,045 -
---------- --------- --------- --------- ---------
Deficit, end of period $ 14,585 $ 30,684 $ 14,585 $ 30,684 $ 30,684
========== ========= ========= ========= =========
Loss per share $ - $ - $ 0.01 $ -
========== ========= ========= =========
Weighted average number of
shares outstanding 2,500,000 2,500,000 1,862,871 2,500,000
========== ========= ========= =========
</TABLE>
SEE ACCOMPANYING NOTES
DREW RESOURCES INC.
(An Enterprise Stage Company)
STATEMENT OF CASH FLOWS
for the three month periods ended September 30, 2000 and 1999
and the nine month periods ended September 30, 2000 and 1999
and December 16, 1998 (Date of Incorporation) to September 30, 2000
(Stated in US Dollar)
(Unaudited - See Note 1)
<TABLE>
<S> <C> <C> <C> <C> <C>
December 16,
Three Three Nine Nine 1998
Months Months Months Months (Date of
Ended Ended Ended Ended Incorporation
)
September September September September to September
30, 30, 30, 30, 30,
1999 2000 1999 2000 2000
Cash Flows used in Operating
Activities
Net loss for the period $ ( 1,337) $ ( 1,031) $ (13,585) $ (11,639) $ (30,684)
Add item not involving cash:
Loss on write-off of resource - - - 6,600 6,600
property
Changes in non-cash working
capital
Balances related to operations:
Accounts receivable ( 79) - ( 79) ( 169) ( 248)
Accounts payable ( 487) 1,015 ( 89) 1,038 3,077
Loan payable - - - 3,000 3,000
Prepaid expenses 300 - ( 2,174) - -
---------- ---------- ---------- ---------- ----------
( 1,603) ( 16) (15,927) (1,170) (18,255)
---------- ---------- ---------- ---------- ----------
Cash Flow from Financing Activity
Capital stock issued - - 25,000 - 25,000
---------- ---------- ---------- ---------- ----------
Cash Flow used in Investing Activity
Mineral property acquisition cost ( 1,603) - (6,600) - (6,600)
---------- ---------- ---------- ---------- ----------
Net change in cash during the period 4,076 ( 16) 2,473 ( 1,170) 145
Cash, beginning of the period - 161 - 1,315 -
---------- ---------- ---------- ---------- ----------
Cash, end of period $ 2,473 $ 145 $ 2,473 $ 145 $ 145
========== ========= ========= ========= ==========
</TABLE>
SEE ACCOMPANYING NOTES
DREW RESOURCES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period December 16, 1998 (Date of Incorporation) to
December 31, 1999
and for the nine months ended September 30, 2000
(Stated in US Dollars)
(Unaudited - See Note 1)
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Common Stock Additiona During the
l
(Note 3) paid-in Exploration
# Par Capital Stage Total
Value
Net loss for the - $ - $ - $ ( 1,000) $ ( 1,000)
period
--------- -------- -------- ---------- ----------
-
Balance as at
December 31, 1998 - - - ( 1,000) ( 1,000)
Capital stock issued
pursuant to offering
memorandum for cash
- $0.01 2,500,000 2,500 22,500 - 25,000
Net loss for the - - - (18,045) (18,045)
period
--------- -------- -------- ---------- ----------
-
Balance as at
December 31, 1999 2,500,000 2,500 22,500 (19,045) 5,955
Net loss for the - - - (11,639) (11,639)
period
--------- -------- -------- ---------- ----------
-
Balance as at
September 30, 2000 2,500,000 $ 2,500 $ 22,500 $ (30,684) $ ( 5,684)
</TABLE>
SEE ACCOMPANYING NOTES
DREW RESOURCES INC.
(An Exploration Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
(Stated in US Dollars)
(Unaudited - See Note 1)
Note 1 Interim Reporting
These financial statements have not been audited or
reviewed and have been prepared on a compilation basis
only. Readers are cautioned that these statements may not
be appropriate for their purposes. While the information
presented in the accompanying interim nine month
financial statements is unaudited, it includes all
adjustments which are, in the opinion of management,
necessary to present fairly the financial position,
results of operations and cash flows for the interim
period presented. It is suggested that these interim
financial statements be read in conjunction with the
company's December 31, 1999 annual financial statements.
Note 2 Mineral Property
Forest Claims
By a memorandum of understanding dated December 5, 1998,
the company was granted the option to acquire a 100%
interest in 12 mineral claims (Forest Claims) located in
the Liard Mining Division in British Columbia, Canada for
$435,000 in property payments and $5,000,000 in
exploration expenditures commitments. During the quarter
ended March 31, 2000, the company abandoned these claims
and wrote-off all costs associated with this option
totalling $6,600.
Note 3 Capital Stock
a) Authorized:
50,000,000 common shares, $0.001 par value
1,000,000 preferred shares, $0.001 par value
b)
<TABLE>
<S> <C> <C> <C> <C>
Additiona
l
Par Paid-in
Issued: # Value Capital Total
Common shares:
Balance as at
December 31, 1998 - $ - $ - $ -
Pursuant to an
offering
memorandum for cash
- at $0.01 2,500,00 2,500 22,500 25,000
0
-------- ------- ------- -------
--
Balance as at
December 31, 1999
and September 30, 2,500,00 $2,500 $22,500 $25,000
2000 0
======== ======= ======= =======
==
</TABLE>
Drew Resources Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
September 30, 2000
(Stated in US Dollars)
(Unaudited -See Note 1
Note 4 Subsequent Events
Subsequent to September 30, 2000 the company:
i)concluded a 2 for 1 forward stock split. The record
date for the split was October 27, 2000 and the trade
date was November 2, 2000. After the stock split, the
company has 5,000,000 common shares outstanding.
ii) entered into a letter agreement dated October 30,
2000 to obtain a mining lease for the Deer Creek
property located in Lemhi County, Idaho. The Deer Creek
property consists of 16 unpatented mining claims. The
lease is for a term of 20 years with an automatic
extension so long as the lease is in good standing. The
lessors retain a 3% net smelter return. The company is
required to make the following advance royalty
payments:
Upon Execution $5,000 (paid)
1st Anniversary $5,000
2nd Anniversary $10,000
3rd Anniversary $20,000
4th Anniversary $50,000
EXHIBITS
2.1 Agreement and Plan of Reorganization
3.1 Articles of Incorporation of Drew Resources, Inc.
3.2 By-Laws of Drew Resources, Inc.
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized.
Drew Resources, Inc.
By: /s/ Shane Lowry
Shane Lowry, President
Date: December 19, 2000
