<PAGE> 1
As filed with the Securities and Exchange Commission on
______________, 2000. Registration No. 333-35586
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2/A-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ABERDENE MINES LIMITED
(Name of small business issuer in its charter)
Nevada 1081 88-0454792
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(State or Other (Primary Standard (IRS Employer
Jurisdiction of Industrial Identification #)
Organization) Classification Code)
ABERDENE MINES LIMITED Conrad C. Lysiak, Esq.
1040 West Georgia Street 601 West First Avenue
Suite 1950 Suite 503
Vancouver, B.C., Canada V6E 4H1 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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CALCULATION OF REGISTRATION FEE
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Securities Amount To Be Offering Price Aggregate Registration
To Be Registered Registered Per Share Offering Price Fee [1]
Common Stock: 2,000,000 Shares $0.10 $200,000 $ 100.00
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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.
<PAGE> 3
Prospectus
ABERDENE MINES LIMITED
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 our common stock involves certain risks. See "Risk
Factors" starting at page 6.
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Price Aggregate Proceeds
Per Share Offering Price to Us
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Common Stock $0.10 $200,000 $150,000
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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. It's
illegal to tell you otherwise
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 . . . . . 10
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 11
CAPITALIZATION . . . . . . . . . 11
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES . . . 12
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING . . . 14
BUSINESS . . . . . . . . . . 17
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . 21
MANAGEMENT . . . . . . . . . . 25
EXECUTIVE COMPENSATION . . . . . . . 27
PRINCIPAL SHAREHOLDERS . . . . . . . 28
DESCRIPTION OF SECURITIES . . . . . . . 29
RELATED TRANSACTIONS . . . . . . . 31
LITIGATION . . . . . . . . . . 31
EXPERTS . . . . . . . . . . 31
LEGAL MATTERS . . . . . . . . . 31
FINANCIAL STATEMENTS . . . . . . . . 32
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SUMMARY OF OUR OFFERING
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This summary highlights important information about our business
and about this offering. Because it is a summary, it doesn't contain
all the information you should consider before investing in the
common stock. So please read the entire prospectus.
Our Business
We are an exploration company. We were incorporated on January
21, 2000. We have not conducted any operations. We have acquired
one property containing three claims. We intend to explore for gold
on our property.
Our administrative office is located at 1040 West Georgia
Street, Suite 1160, Vancouver, British Columbia, Canada V6E 4H1,
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:
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.
Use of proceeds . . . . We will use the proceeds to
pay for offering expenses,
research and exploration.
Number of shares outstanding
before the offering . . . 5,000,000
Number of shares outstanding
after the offering . . . 7,000,000
<PAGE> 6
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RISK FACTORS
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Please consider the following risk factors before deciding
to invest in our common stock
Risks Associated with Our Company:
1. We expect losses to continue, and the failure to generate
revenues could cause us to go out of business.
We were incorporated in January 2000 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 net loss since inception is $290,820. 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 stage 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 and exploration 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.
2. We are subject to risks inherent in the establishment of a
new business enterprise.
We are subject to risks inherent in the establishment of a new
business enterprise including limited capital resources, possible
delays in the exploration of our properties, and possible cost
overruns. If we are not able to address these events, should they
occur, we may have to curtail or suspend our operations.
3. We have no known mineral reserves and if cannot find any we
will have to cease operations.
We have no mineral reserves. If we do not find a mineral
reserve containing gold or if we cannot develop the mineral reserve,
either because we do not have money to do it or because it will not
be economically feasible to do it, we will have to cease operations
an you will lose your investment.
<PAGE> 7
4. Weather interruptions in the province of British Columbia
may affect and delay our proposed exploration operations.
Our proposed exploration work can only be performed
approximately five to six months out of the year. This is because
rain and snow cause roads leading to our claims to be impassible
during four months of the year. When roads are impassible, we are
unable to work and generate income.
5. Because we are small and do not have much capital, we must
limit our exploration.
Because we are small and do not have much capital, we must limit
our exploration. There are other larger exploration companies that
could and probably would spend more time and money exploring our
property.
6. We will have to suspend our exploration plans if we do not
have access to all of the supplies and materials we need.
Competition and unforeseen limited sources of supplies in the
industry could result in occasional spot shortages of supplies, like
dynamite, and equipment like bulldozers and excavators that we
might need to conduct exploration. We have not attempted to locate
or negotiate with any suppliers of products, equipment or materials.
We will attempt to locates products, equipment and materials after
this offering is complete. If we cannot find the products and
equipment we need, we will have to suspend our exploration plans
until we do find the products and equipment we need.
7. People we do business with may not be year 2000 compliant.
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.
8. We may not have enough money to complete our exploration .
We may not have enough money to complete the exploration of our
property. If it turns our that we have not raised enough money to
complete our exploration 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. In we need additional money and
can't raise it, we will have to suspend or cease operations.
<PAGE> 8
9. Our officers and directors have conflicts of interest in
that they are officers and directors of other mining companies.
Our officers and directors have conflicts of interest in that
they are officers and directors of other mining companies. ^ In the
future, if we decide to acquire a mining property which is also
sought by one of the companies which Mr. Grenfal or Mr. Stytsenko are
officers or directors, a direct conflict of interest could result.
Risks Associated with This Offering:
10. Because we are a penny stock, you may not be able to resell
our shares.
Our common stock is defined as a "penny stock" under the
Securities and Exchange Act of 1934, and its rules. Because we are a
penny stock, you may be unable to resell our shares. This is because
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 accredited investors. As a result,
fewer broker/dealers are willing to make a market in our stock.
11. After this offering, control of the company will remain
with Messrs. Grenfal and Stytsenko which may inhibit a change of
control.
Even if we sell all 2,000,000 shares of common stock in this
offering, Messrs. Grenfal and Stytsenko will still own 5,000,000
shares and will continue to control us. As a result, after
completion of this offering, regardless of the number of shares we
sell, Messrs. Grenfal and Stytsenko will be able to elect all of our
directors and control our operations and your ability to cause a
change in the course of our operations is eliminated. 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 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.
12. Messrs. Grenfal and Stytsenko's control can have a
depressive effect on the market price of stock.
Because Messrs. Grenfal and Stytsenko will control us after the
offering, regardless of the number of shares sold, the value
attributable to the right to vote is gone. This could result in a
reduction in the market value to the shares you own because of the
ineffective voting power.
<PAGE> 9
13. Messrs. Grenfal and Stytsenko will receive a substantial
benefit from your investment.
Messrs Grenfal and Stytsenko, our only shareholders will receive
a substantial benefit from your investment. They are supplying the
property to be explored which is valued at $42, cash of $1,489 and a
loan of $14,863 which has to be repaid. You, on the other hand, will
be providing all of the cash for our operations. As a result, if we
cease operations for any reason, you will lose your investment while
Messrs Grenfal and Stytsenko will lose only approximately $16,400.
14. Because there is no public trading market for our common
stock, you may not be able to resell your shares.
There is currently no public trading market for our common
stock. Therefore there is no central place, like a stock exchange
or electronic trading system, to resell your shares. If you do want
to resell your shares, you will have to locate a buyer and negotiate
your own sale. Therefore, you may not be able to resell your shares.
15. There is no minimum number of shares that must be sold and
we will not refund any funds to you.
There is no minimum number of shares that must be sold in this
offering, even if we raise a nominal amount of money. Any money we
receive will be immediately appropriated by us. We may not raise
enough money to start or complete exploration. No money will be
refunded to you under any circumstances.
16. You may be investing in a company that does not have
adequate funds to conduct its operations.
Because there is no minimum number of shares that must be sold
and we will not refund any funds to you, it is possible that we may
not raise enough funds to conduct our operations. If that happens,
you will suffer a loss in the amount of your investment.
17. Sales of common by our officers and directors will likely
cause the market price for the common stock to drop.
A total of 5,000,000 shares of stock were issued to our two
officers and directors. The average price of $0.055 was a result of
services performed and repayment of advances. 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.
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USE OF PROCEEDS
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The net proceeds to us after deducting offering expenses of
$50,000 will be $150,000 if all of the shares are sold. The first
$50,000 raised will be used offering expenses. We will use the net
proceeds as follows:
Amount raised $ 50,000 $100,000 $150,000 $200,000
Allocation
Offering expenses $ 50,000 $ 50,000 $ 50,000 $ 50,000
Exploration $ 0 $ 50,000 $ 100,000 $ 140,000
Working capital $ 0 $ 0 $ 0 $ 10,000
We have allocated a wide range of money for exploration. That
is because we do not know how much will ultimately be needed for
exploration. If we are successful in immediately finding gold, we
will stop exploring and go on to develop the property. Costs of
exploring will then cease. On the other hand if we do not
immediately find gold, we will continue to explore for gold on the
property. If we have to continue to explore for gold, the costs of
exploration will increase.
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.
At this time we are unable to determine the minimum amount
of money we need to raise to meet our business plan or to continue as
a going concern. A lot depends upon what we find when we begin our
exploration and the cost of our exploration.
At the present time we do not know of any contingencies that
would be likely to cause us to change our use of proceeds.
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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:
<PAGE> 11
* 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.
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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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There is no public trading market for our shares of common
stock. There are no outstanding options or warrants to purchase, or
securities convertible into, our common stock. Currently, 5,000,000
shares of common stock our outstanding. The 5,000,000 shares are
restricted securities and will be eligible for sale pursuant to Rule
144 of the Securities Act of 1933 in February 2001. The 5,000,000
shares are owned by our two officers and directors.
We have no proposed symbol for listing on the OTC bulletin board
and we do not have a market maker for our shares.
No cash dividends have been declared by us since our inception
or any period subsequent to the date of our financial statements on
June 30, 2000.
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CAPITALIZATION
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The following table sets forth our capitalization at January 31,
2000, 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.
<PAGE> 12
01/31/00 As Adjusted After Offering
Actual 25% 50% 75% 100%
Stockholder's Equity:
Common Stock: 100,000,000
shares authorized,
par value $0.00001
5,000,000 issued and
outstanding $ 50
5,500,000 issued and
outstanding $ 55
6,000,000 issued and
outstanding $ 60
6,500,000 issued and
outstanding $ 65
7,000,000 issued and
outstanding $ 70
Additional Paid-in
Capital 274,950 274,945 324,940 374,935 424,930
Deficit accumulated
during the
development stage (275,228) (275,228) (275,288) (275,228) (275,228)
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TOTAL STOCKHOLDERS'
EQUITY (deficit) $ (228) $ (228) $ 49,772 $ 99,772 $ 149,772
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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 June 30, 2000, the net tangible book value of our shares
of common stock was a deficit of $(228) or approximately $NIL per
share based upon 5,000,000 shares outstanding.
Upon completion of this offering, in the event all of the shares
are sold, the net tangible book value of the 7,000,000 shares to be
outstanding will be $149,772, or approximately $0.02. The net
tangible book value of the shares held by our existing stockholders
will be increased by $0.02 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.
<PAGE> 13
Upon completion of this offering, in the event 75% of the shares
are sold, the net tangible book value of the 6,500,000 shares to be
outstanding will be $99,772, or approximately $0.015 per share. The
net tangible book value of the shares held by our existing
stockholders will be increased by $0.015 per share without any
additional investment on their part. You will incur an immediate
dilution from $0.10 per share to $0.015 per share.
Upon completion of this offering, in the event 50% of the shares
are sold, the net tangible book value of the 6,000,000 shares to be
outstanding will be $49,772, or approximately $0.008 per share. The
net tangible book value of the shares held by our existing
stockholders will be increased by $0.008 per share without any
additional investment on their part. You will incur an immediate
dilution from $0.10 per share to $0.008 per share.
Upon completion of this offering, in the event 25% of the shares
are sold, the net tangible book value of the 5,500,000 shares to be
outstanding will be $(228), or approximately NIL per share. The net
tangible book value of the shares held by our existing stockholders
will be increased by NIL per share without any additional investment
on their part. You will incur an immediate dilution from $0.10 per
share to NIL per share.
After completion of this offering, if 2,000,000 shares are sold,
you will own approximately 29% 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% 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.
After completion of this offering, if 1,500,000 shares are sold,
you will own approximately 23% of the total number of shares then
outstanding shares for which you will have made a cash investment of
$150,000, or $0.10 per share. Our existing stockholders will own
approximately 77% 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.
After completion of this offering, if 1,000,000 shares are sold,
you will own approximately 17% of the total number of shares then
outstanding shares for which you will have made a cash investment of
$100,000, or $0.10 per share. Our existing stockholders will own
approximately 83% 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.
<PAGE> 14
After completion of this offering, if 500,000 shares are sold,
you will own approximately 9% of the total number of shares then
outstanding shares for which you will have made a cash investment of
$50,000, or $0.10 per share. Our existing stockholders will own
approximately 91% 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.
EXISTING STOCKHOLDERS
Price per share . . . . . . . $ 0.055
Net tangible book value per share before offering . $ (228)
Net tangible book value per share after offering $ 149,772
Increase to present stockholders in net tangible book
value per share after offering . . . . $ 0.02
Value of shares issued . . . . . $ 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%
PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
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 . . . 29%
PURCHASERS OF SHARES IN THIS OFFERING IF 75% OF SHARES SOLD
Price per share . . . . . . . $ 0.10
Dilution per share . . . . . . . $ 0.85
Capital contributions . . . . . . $ 150,000
Number of shares after offering held
by public investors . . . . . . 1,500,000
Percentage of ownership after offering . . . 23%
PURCHASERS OF SHARES IN THIS OFFERING IF 50% OF SHARES SOLD
Price per share . . . . . . . $ 0.10
Dilution per share . . . . . . . $ 0.092
Capital contributions . . . . . . $ 100,000
Number of shares after offering held
by public investors . . . . . . 1,000,000
Percentage of ownership after offering . . . 17%
<PAGE> 14
PURCHASERS OF SHARES IN THIS OFFERING IF 25% OF SHARES SOLD
Price per share . . . . . . . $ 0.10
Dilution per share . . . . . . . $ 0.10
Capital contributions . . . . . . $ 50,000
Number of shares after offering held
by public investors . . . . . . 500,000
Percentage of ownership after offering . . . 9%
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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. At the present time, we have not
contemplated any reason for extending the offering period. The
extended offering period is designed to give us flexibility in
raising capital. The procedures used to extend the offering period
will be made by our Board of Directors. We will not give you notice
of an extension of the offering period.
The offering price of $0.10 per share will not be changed at any
time during the distribution of shares.
There is no minimum number of shares that must be sold in this
offering. Any money we receive will be immediately appropriated by
us 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 Andrei
Stytsenko, one of our officers and directors. Mr. Stytsenko will
receive no commission from the sale of any shares. Mr. Stytsenko
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. The person is not 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,
<PAGE> 16
2. The person is not compensated in connection with his
participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities;
and
3. The person is not at the time of their participation, an
associated person of a broker-dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or
is 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) is 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).
Mr. Stytsenko is not subject to disqualification, is not being
compensated, and is not associated with a broker-dealer. Mr.
Stytsenko is and will continue to be one of our officers and
directors at the end of the offering and has not been during the last
twelve months and is currently not a broker/dealer or associated with
a broker/dealer. Mr. Stytsenko has not during the last twelve months
and will not in the next twelve months offer or sell securities for
another corporation.
Only after our registration statement is declared effective by
the SEC, we intend to advertise, through tombstones, and hold
investment meetings in various states where the offering will be
registered. We will not utilize the Internet to advertise our
offering. 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.
<PAGE> 17
All checks for subscriptions must be made payable to "ABERDENE MINING
LIMITED."
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.
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BUSINESS
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General
We were incorporated in the State of Nevada on January 21, 2000.
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 1040 West Georgia Street, Suite
1160, Vancouver, British Columbia, Canada V6E 4H1. Our telephone
number is (604) 605-0885. Our offices are leased from Callinan Mines
Ltd. On March 31, 2000, we entered into a lease agreement with
Callinan Mines for a period of approximately three years $410 per
month.
Background
In January 2000, Hugh Grenfal our President and a member of the
board of directors, acquired one mineral property containing six
mining claims in British Columbia, Canada by arranging the staking of
the same through a third party. Mr. Grenfal paid CDN$1,000 to stake
the claims. The claims are recorded in Mr. Grenfal's name to avoid
paying additional fees, however, title to the claims has been
conveyed to us by an unrecorded deed. Under British Columbia
provincial law, if the deed is recorded in our name, we will have to
pay a minimum of $500.00 and file other documents since we are a
foreign corporation in Canada. We have decided that if gold is
discovered on the property and it is economical to remove the gold,
we will record the deed, pay the additional tax and file as a foreign
corporation.
Historical Background
The Property cover the old Casino-Red Cap Mine. Past production
from 1951-1965 amounted to 770 oz. (23,949 g) gold, 2,615 oz (81,334
g) silver, 13,247 lb (6,009 kg) lead and 13,188 lb (5,982 kg) zinc.
Considerable underground development was done during this time. In
more recent years, geological mapping, rock sampling and geophysical
surveys have been carried out. We have not done any exploration work
on our claims.
<PAGE> 18
Location and Access
The Casino-Red Cap Property consists of six mining claims with a
total area of approximately 375 acres (150 hectares). The claims are
located near the town of Trail in south-central British Columbia,
Canada. There is a paved road along the east side of the claims, and
a rough gravel road accesses the old mine tunnel.
Geology and Mineralization
Two main rock types occur in the Casino - Red Cap area. The
older are Jurassic aged volcanic and sedimentary rocks. These rocks
are intruded by Jurassic granodiorite, and a monzonite intrusion of
similar age. Younger, Eocene - aged granite stocks, and gabbro dykes
and hornblende porphyry dykes also occur. The old mine was developed
on a series of at least three quartz veins that occur near the
contract between granodiorite and the volcanic and sedimentary rocks.
The veins are steeply dipping, and host galena, sphalerite, pyrite
and arsenopyrite mineralization. The best gold grades are reportedly
associated with arsenopyrite. The thickness of the veins varies,
with an average width of 14 inches (35.6 cm). However, historic
reported mining activity on the No. 1 level suggest that mined widths
were locally greater than this average.
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.
<PAGE> 19
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 up to $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
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 up to $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. Phase 3 will take
about 6 months and cost up to $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.
<PAGE> 20
If mineralized material is found on our property and
development is warranted, and we do not have adequate cash to develop
the property, we will have to sell additional shares of common stock
or borrow money to finance the cost of development. At the present
time we do not know if we will need additional money to develop the
property, if warranted. There is no assurance that we will have the
funds to develop the property if warranted and there is no assurance
we will be able to raise additional money through the sale of
additional shares of common stock or through loans.
Competitive Industry
The gold mining industry is fragmented. We compete with other
exploration companies looking for gold. We are one of the smallest
exploration companies in existence. We are an infinitely small
participant in the gold mining market. While we compete with other
exploration companies, there is no competition for the exploration or
removal of mineralized material from our property. Readily
available gold markets exist in Canada and around the world for the
sale of gold. Therefore, we will be able to sell any gold that we
are able to recover.
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 adversely affect
our operations.
No aspects of the Canadian Mineral Tenure Act Regulation or
the British Columbia Exploration Code will have any material impact
upon our business or operations. We are in compliance with both
acts.
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 affecting:
1. Health and Safety
2. Archaeological Sites
3. Exploration Access
<PAGE> 21
We are responsible to provide a safe working environment, not
disrupt archaeological sites, and conduct our activities in such a
manner as to cause unnecessary damage to the property.
We will secure all necessary permits for exploration and, if
development is warranted on the property, will file final plans of
operation prior to the commencement of any mining operations. We
anticipate no discharge of water into active stream, creek, river,
lake or any other body of water regulated by environmental law or
regulation. No endangered species will be disturbed. Re-contouring
and re-vegetation of disturbed surface areas will be completed
pursuant to law. Any portals, adit or shafts will be sealed upon
abandonment of the property. It is difficult to estimate the cost of
compliance with the environmental law since the full nature and
extent of our proposed activities cannot be determined until we
commence our operations and know what that will involve from an
environmental standpoint.
We are in compliance with the foregoing act and will continue to
comply with the act in the future. We believe that compliance with
the foregoing act will not adversely affect our business operations
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 Messrs. Grenfal and Stytsenko our officers and
directors.
Employees and Employment Agreements
At present, we have no employees, other than Messrs. Grenfal
and Stytsenko, our officers and directors, who were compensated for
their services. Messrs. Grenfal and Stytsenko, 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.
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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 substantial 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.
<PAGE> 22
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. We do not know if the proceeds
from this offering will remove the threat of the going concern
opinion from the auditors and we can not quantify the amount of funds
we need to eliminate the going concern opinion.
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 expenses of
this offering, then to exploration and working capital, and if any
funds remain to development, if 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.
Because we don't know what we will find when we start exploration, we
can't be definitive in the amount of money we need. We have
discussed this matter with our officers, however, our officers are
unwilling to 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.
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.
<PAGE> 23
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 up to $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
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 up to $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. Phase 3 will take
about 6 months and cost up to $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.
<PAGE> 24
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 must conduct
research and exploration of our properties before we can 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.
RESULTS OF OPERATIONS
From Inception on January 21, 2000
We just recently acquired our first property and have not
commenced research or exploration of our property. .
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 January 21, 2000 to June 30, 2000 was $16,352, as
a result of proceeds received from a short term loan and advances.
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 January 2000. This was accounted for as a
compensation expense of $273,469 and advances, reimbursement of
expenses and mining claims of $1,531. The compensation expense of
$273,469 relates to common stock issued to Messrs Grenfal and
Stytsenko in exchange for services provided. The services were
provided during thirty days following our inception.
We have received proceeds of $16,352 from short term related
party loans and advances.
<PAGE> 25
As of June 30, 2000, our total assets were $533 and our total
liabilities were $16,353.
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MANAGEMENT
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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 names, addresses, ages and positions of our present officers
and directors are set forth below:
Name and Address Age Position(s)
Hugh Grenfal 31 President, Treasurer, Chief
3337 West 30th Ave. Financial Officer and a member of
Vancouver, B.C. the Board of Directors
Canada V6S 1W3
Andrei Stytsenko 35 Secretary and a member of the
5616 - 189 A Street Board of Directors
Edmonton, Alberta
Canada T6M 2G7
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 our President, Treasurer, Chief Financial
Officer and a member of our board of directors 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 an exploration company. Since September 1999, Mr.
Grenfal has been President of Palal Mining Corporation. Palal Mining
Corporation is an exploration company. Since September 1999, Mr.
<PAGE> 26
Grenfal has been President of Ancona Mining Corporation located in
Vancouver, British Columbia. Ancona Mining is an exploration
company. Since September 1999, Mr. Grenfal has been President of
Camden Mining Corporation located in Vancouver, British Columbia.
Camden Mining is en exploration company. Mr. Grenfal is currently not
a full-time employee with another entity.
Andrei Stytsenko has been our Secretary and a member of our
board of directors since inception. From 1985 to 1996, Mr. Stytsenko
was the managing supervisor for Ivano Frankovski Drilling Company,
located in North Russia. Mr. Stytsenko's responsibilities included
drilling holes up to 13,000 feet in depth for the exploration of oil
and gas. From 1997 until 1998 , Mr. Stytsenko was field
supervisor for Booker Gold Exploration located in Vancouver, British
Columbia. Mr. Stytsenko's responsibilities included core loding,
assaying and mapping. Mr. Stytsenko received a degree as a Engineer
Specialist in oil and gas drilling in 1996.
Conflicts of Interest
We believe that Mr. Grenfal will be subject to conflicts of
interest. The conflicts of interest arise from Mr. Grenfal's
relationship with other mining corporations. In the future, Mr.
Grenfal will continue to be involved in the mining business or other
entities and such involvement could create conflicts of interest. At
the present time, we do not foresee a conflict of interest with
another company Mr. Grenfal is associated with which relates to the
acquisition of other properties because we do not intend to acquire
any additional mining properties. The only conflict that we foresee
is Mr. Grenfal's of time to other exploration companies that do not
involve us.
Specifically, Hugh Grenfal is an officer and director of
Callinan Mines Ltd., Ancona Mining Corporation, Paxton Mining
Corporation, 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 annually 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.
Future conflicts of interest could occur because Messrs
Grenfal and Stytsenko could form new exploration companies. There are
no plans or understandings how new corporate mining opportunities
will be allocated among the various mining companies in which our
officers are involved.
<PAGE> 27
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EXECUTIVE COMPENSATION
--------------------------------------------------------------------
Summary Compensation
The following table sets forth the compensation paid to our
officers and directors since our inception. This information includes
the dollar value of base salaries, bonus awards and number of stock
options granted, and all other compensation.
SUMMARY COMPENSATION TABLE
(a) (b) (c) (d) (e) (f) (g) (h)
Other Securities
Name and Annual Restricted Underlying All Other
Principal Compen- Stock Options/ LTIP Compen
Position Salary Bonus sation Award(s) SARs Payouts sation
Hugh Grenfal - - - $136,735 - - -
President
Andrei - - - $136,735 - - -
Stytsenko
Secretary
There are no stock option, retirement, pension, or profit
sharing plans for the benefit of our officers and directors.
Option/SAR Grants
No individual grants of stock options, whether or not in tandem
with stock appreciation rights known as SARs and freestanding SARs
have been made to any executive officer or any director since our
inception, accordingly, no stock options have been exercised by any
of the officers or directors since we were founded.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance to occur
over a period longer than one fiscal year, whether such performance
is measured by reference to our financial performance, our stock
price, or any other measure.
Compensation of Directors
We do not have any plans to pay our directors any money. The
directors did not receive any other compensation for serving as
members of the board of directors. The Board has not implemented a
plan to award options. There are no contractual arrangements with any
member of the board of directors.
We do not expect to pay any salaries to our officers until such
time as we generate sufficient revenues to do so.
<PAGE> 28
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.
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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.
Name and Address Number of Number Percentage of
Beneficial Shares Before of Shares Ownership
Owner [1] Offering After Offering After Offering
Hugh Grenfal 2,500,000 2,500,000 35.71%
3337 West 30th Ave.
Vancouver, B.C.
Canada V6S 1W3
Andrei Stytsenko 2,500,000 2,500,000 35.71%
5616 - 189 A Street
Edmonton, Alberta
Canada T6M 2G7
All Officers and Directors
as a Group 5,000,000 5,000,000 71.43%
<PAGE> 29
[1] Each of our officers is deemed to be a "parent" and "promoter"
of our company, within the meaning of such terms under the
Securities Act of 1933. Messrs. Grenfal and Stytsenko are the
only "parents" and "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. The 5,000,000 shares
will be eligible for sale under Rule 144 beginning in February 2001.
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.
Other than the restrictions imposed by Rule 144, no other
restrictions have been placed upon Messrs Grenfal and Stytsenko's
shares.
Shares purchased in this offering, which will be immediately
resalable, and sales of shares by Messrs Grenfal and Stytsenko in
compliance with Rule 144, could have a depressive effect on the
market price, if any, of our common stock and the shares we are
offering.
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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 if and 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.
<PAGE> 30
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 71.43% 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.
Reports
After we complete this offering, we will not be required to
furnish you with an annual report. Further, we will not voluntarily
send you an annual report. We will be required to file reports with
the SEC under section 15(d) of the Securities Act. The reports will
be filed electronically. The reports we will be required to file are
Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials
we file with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. You may obtain information on
the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet site that will
contain copies of the reports we file electronically. The address
for the Internet site is www.sec.gov.
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.
<PAGE> 31
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RELATED TRANSACTIONS
--------------------------------------------------------------------
In January 2000, we issued a total of 5,000,000 shares of
restricted common stock to Hugh Grenfal and Andrei Stytsenko,
officers and directors of our company. This was accounted for as a
compensation expense of $273,469 and advances and reimbursement
expenses and mining claims of $1,531.
Since our inception, Mr. Grenfal, advanced loans to us in the
total sum of $14,863, which were used for organizational and start-up
costs and operating capital. The loans do not bear interest and have
not been paid as of the date hereof. There are no documents
reflecting the loan and they are not due on any date certain. Mr.
Grenfal will accept repayment from us when money is available. In
addition, Mr. Grenfal advanced $1,489 which was paid back by the
initial issuance of stock.
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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
January 31, 2000, 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> 32
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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 January 31,
2000 immediately follows:
INDEPENDENT AUDITOR'S REPORT F-1
FINANCIAL STATEMENTS
Balance Sheet F-2
Statement of Operations F-3
Statement of Stockholders' Equity F-4
Statement of Cash Flows F-5
NOTES TO THE FINANCIAL STATEMENTS F-6
<PAGE> 33
Board of Directors
Aberdene Mines Limited
Las Vegas, Nevada
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of Aberdene Mines
Limited, (an exploration stage enterprise), as of June 30, 2000, and
the related statements of operations, stockholders' equity (deficit)
and cash flows for the period January 21, 2000 (inception) to June
30, 2000. 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 Aberdene
Mines Limited, as of June 30, 2000, and the results of its operations
and its cash flows for the period January 21, 2000 (inception) to
June 30, 2000, 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. 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.
/s/ Williams & Webster, P.S.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
August 7, 2000
F-1
<PAGE> 34
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
BALANCE SHEET
June 30, 2000
ASSETS
CURRENT ASSETS
Cash $ 80
----------
Total Current Assets 80
OTHER ASSETS
Deposits 411
Mining claims 42
----------
Total Other Assets 453
----------
TOTAL ASSETS $ 533
==========
LIABILITIES & STOCKHOLDERS' EQUITY(DEFICIT)
CURRENT LIABILITIES
Accounts payable $ 1,490
Loans from a related party 14,863
----------
Total Current Liabilities 16,353
----------
COMMITMENTS AND CONTINGENCIES -
----------
STOCKHOLDERS' EQUITY (DEFICIT)
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 (290,820)
----------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (15,820)
----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ 533
----------
The accompanying notes are an integral part of these financial
statements.
F-2
<PAGE> 35
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
From January 21, 2000 (Inception) to June 30, 2000
Deficit
REVENUES $ -
-----------
EXPENSES
Consulting services provided by directors 273,469
Rent expense 821
Legal & accounting 14,147
Office expense 995
Mining exploration expense 1,388
-----------
Total Expenses 290,820
-----------
LOSS FROM OPERATIONS (290,820)
INCOME TAXES -
-----------
NET LOSS $ (290,820)
===========
NET LOSS PER COMMON SHARE,
BASIC AND DILUTED $ (0.06)
===========
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING,
BASIC AND DILUTED 5,000,000
===========
The accompanying notes are an integral part of these financial
statements.
F-3
<PAGE> 36
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
From January 21, 2000 (Inception) to June 30, 2000
Deficit
Accumulated
Common Stock Additional During Total
Number Paid-In Exploration Stockholders'
of Shares Amount Capital Stage Equity (Deficit)
Issuance of common
stock forservices
and in payment of
advances for
approximately
$.055 per share 5,000,000 $ 50 $ 274,950 $ - $ 275,000
Loss for period ending,
June 30, 2000 - - - (290,820) (290,820)
--------- ----- --------- ----------- -----------
Balance,
June 30, 2000 5,000,000 $ 50 $ 274,950 $ (290,820)$ (15,820)
========= ===== ========= =========== ===========
The accompanying notes are an integral part of these financial
statements.
F-4
<PAGE> 37
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
From January 21, 2000 (Inception) to June 30, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (290,820)
Adjustments to reconcile net loss
to net cash used by operating activities:
Increase in deposits (411)
Increase in accounts payable 1,490
Payment of expenses from issuance of stock 273,469
Net cash (used) in operating activities (16,272)
------------
CASH FLOWS FROM INVESTING ACTIVITIES -
------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party advances 1,489
Proceeds from related party loans 14,863
------------
Net cash provided by financing activities 16,352
------------
Change in cash 80
Cash, beginning of period -
------------
Cash, end of period $ 80
============
Supplemental disclosures:
Interest paid $ -
============
Income taxes paid $ -
============
NON-CASH TRANSACTIONS
Stock issued in payment of consulting
and other expenses $ 273,469
Stock issued in payment of advances $ 1,489
Stock issued in payment of mining claims $ 42
The accompanying notes are an integral part of these financial
statements.
F-5
<PAGE> 38
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Aberdene Mines Limited (hereinafter "the Company") was incorporated
on January 21, 2000 under the laws of the State of Nevada for the
purpose of acquiring, exploring and developing mining properties.
The Company maintains offices in Las Vegas, Nevada and in Vancouver,
British Columbia. The Company's fiscal year end is June 30.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of the Company is
presented to assist in understanding the 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.
Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting.
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.
Exploration Stage Activities
The Company has been in the exploration stage since its formation in
January 2000 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 will actively prepare the site for
extraction and enter a development stage.
Foreign Currency Valuation
Management has elected to value foreign currency transactions on the
date the transaction concludes. The conversion is calculated by
multiplying the foreign currency value by the exchange rate at the
close of the nearest trading day.
F-6
<PAGE> 39
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
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.
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 U.S. dollars,
which totaled $80 as of June 30, 2000. This account is not insured.
Derivative Instruments
In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This
standard establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or
liabilities in the balance sheet and measure those instruments at
fair value.
At June 30, 2000, the Company has not engaged in any transactions
that would be considered derivative instruments or hedging
activities.
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
June 30, 2000.
Exploration Costs
In accordance with generally accepted accounting principles, the
Company expenses exploration costs as incurred.
Compensated Absences
Currently, the Company has no employees; therefore, no policy
regarding compensated absences has been established. The Company
will establish a policy to recognize the costs of compensated
absences at the point in time that it has employees.
F-7
<PAGE> 40
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Provision for Taxes
At June 30, 2000, the Company had a net operating loss of
approximately $290,000. 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.
Basic and Diluted 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 was the same, as
there were no common stock equivalents outstanding.
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 $290,820 for the period January 21, 2000
(inception) to June 30, 2000 and had no sales. The future of the
Company is dependent upon its ability to obtain financing and upon
future successful explorations for and profitable operations from the
development of 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.
NOTE 3 - COMMON STOCK
On January 21, 2000, 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 of
services valued at $273,469 and repayment of mining claim recording
fees of $42, expenses of $1,353 and advances of $136. These shares
were issued pursuant to exemption from registration contained in
Section 4 (2) of the Securities Act of 1933.
F-8
<PAGE> 41
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2000
NOTE 3 - COMMON STOCK (continued)
In January 2000 the Company, through Mr. Hugh Grenfal, its president
and a member of the Board of Directors, acquired 100% of the rights,
titles and interests in six mining claims in Casino-Red Cap property,
Columbia River Valley, BC. Payment of $42 was required to record the
six mining claims. These amounts were paid by the shareholders and
repaid by the Company in the form of stock as denoted above.
Although the claims are recorded in Mr. Grenfal's name for tax
purposes, title to the claims has been conveyed to the Company via an
unrecorded deed.
NOTE 4 - LEASES
On March 31, 2000, the Company entered into a lease agreement with
Callinan Mines Limited for a period of approximately three years for
$607 Canadian dollars per month. As of June 30, 2000 this was
equivalent to approximately $410 U.S. per month. The lease expires
on June 29, 2003. The minimum future lease payments as of June 30,
2000 for the remaining life of the lease are:
Fiscal Year Ended June 30: Amount
2001 $ 4,926
2002 4,926
2003 4,926
--------
Total minimum lease payments $ 14,778
========
NOTE 5 - RELATED PARTIES
The Company occupies office space provided by Mr. Grenfal, its
president, in his capacity as vice president and director of Callinan
Mines Limited. On March 31, 2000, the Company entered into a lease
agreement with Callinan for a period of approximately three years. See
Note 4.
Mr. Grenfal has also advanced monies to the Company to open a checking
account and in payment of expenses. The funds advanced to open the
checking account were repaid as part of the stock transaction described
in Note 3. The balance of the advances have been recorded as short-
term, uncollateralized loans, bearing no interest and having no
specific due date.
F-9
<PAGE> 42
ABERDENE MINES LIMITED
(AN EXPLORATION STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
June 30, 2000
NOTE 6 - 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 its mining claims.
The Company is presently undertaking the required steps to register as
a publicly traded company. In this regard, the Company has signed a
contract with a securities attorney to assist in
this matter. The total fees to be paid to the attorney amount to
$20,000. Of this amount, $10,000 has been paid and is recorded as
professional fees. The remaining $10,000 will be due when the
Company's registration statement is declared effective by the
Securities and Exchange Commission
F-10
<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 1/21/00 2,500,000 Services valued
3337 W. 30th Avenue at $136,735 and
Vancouver, British Columbia cash of $744 and
Canada V7S 1W3 mining claims valued
at $21.
Andrei Stytsenko 1/21/00 2,500,000 Services valued
5616 - 189 A Street at $136,734 and
Edmonton, Alberta cash of $744 and
Canada T6M 2G7 mining claims valued
at $21.
We issued the foregoing restricted shares of common stock to
Messrs. Grenfal and Stytsenko pursuant to Section 4(2) of the
Securities Act of 1933. Messrs. Grenfal and Stytsenko 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.
5.2 Opinion of Conrad C. Lysiak, Esq. regarding the legality
of the Securities being registered.
10.1* Casino 1 Claim.
10.2* Casino 2 Claim.
10.3* Casino 3 Claim.
10.4* Casino 4 Claim.
10.5* Casino 5 Claim.
10.6* Casino 6 Claim.
10.7* Statement of Trustee.
23.3 Consent of Williams & Webster, P.S., Certified Public
Accountants.
23.4 Consent of Conrad C. Lysiak, Esq.
27.2 Financial Data Schedule.
99.1* Subscription Agreement.
<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. File, during any period in which is offers or sells
securities, a post-effective amendment to this registration statement
to:
(i) Include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement; and Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the law
of high end of the estimated maximum offering range may be reflect
in the form of prospects filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in the volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee"
table in this registration statement.
(iii) Include any additional or changed material information
on the plan of distribution.
2. For determining liability under the Securities Act, treat
each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
3. File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end 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 amemdment to the Form
SB-2 Registration Statement and has duly caused this amendment to the
Form SB-2 Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Vancouver, British Columbia,
on this 2nd day of November, 2000.
ABERDENE MINES LIMITED
BY: /s/ Hugh Grenfal
Hugh Grenfal, President, Principal
Executive Officer, Treasurer
Principal Accounting Officer,
Principal Financial Officer
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
amendment to the Form SB-2 Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
Signature Title Date
/s/ Hugh Grenfal President, Principal Executive 11/2/00
Hugh Grenfal Officer, Treasurer, Principal
Financial Officer, Principal
Accounting Officer, and a
member of the Board of
Directors
/s/ Andrei Stytsenko Secretary and a member 11/2/00
Andrei Stytsenko of the Board of Directors
