UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS COMPANYS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file no. 0001122991
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GLEN MANOR RESOURCES INC.
(NAME OF SMALL BUSINESS COMPANY IN ITS CHARTER)
Nevada Applied for
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(State or Other Jurisdiction of (I.R.S.Employer Identification No.)
Incorporation or Organization)
730-2nd Avenue, Suite 303
Calgary, Alberta, Canada T2N OE3
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(Address of Principal Executive Officer) (Zip Code)
(403) 283-4507
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(Company's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001 per share
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(Title of Class)
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TABLE OF CONTENTS
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ITEM PAGE
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PART 1
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Glossary of Geological and Technical Terms 3
Item 1 Description of Business 6
Item 2 Management's Discussion and Analysis or Plan
of Operation 14
Item 3 Description of Property 17
Item 4 Security Ownership of Certain Beneficial Ownership and Management 17
Item 5 Directors, Executive Officers, Promoters and
Control Persons 19
Item 6 Executive Compensation 21
Item 7 Certain Relationships and Related Transactions 21
Item 8 Description of Securities 23
PART 11
Item 1 Market Price of and Dividends on the Company's
Common Equity and Other Stockholders Matters 25
Item 2 Legal Proceedings 25
Item 3 Disagreement With Accountants and Financial Disclosure 25
Item 4 Recent Sales of Unregistered Securities 25
Item 5 Indemnification of Directors and Officers 26
PART F/S
Financial Statements 28
PART 111
Item 1 Index to Exhibits 37
Item 2 Description of Exhibits 37
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DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference: None
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GLOSSARY OF GEOLOGICAL AND TECHNICAL TERMS
Albitite - A porphyritic igneous rock, containing phenocrysts of albite in a
groundmass chiefly consisting of albite.
Albitization - Introduction of, or replacement by albite, usually replacing a
more calcic plagioclase.
Andesite - Fine grained intermediate volcanic rock.
Basalt - A fine-grained, sometimes glassy basic (dark colored) igneous rock.
Basin - A natural depression of strata containing a coalbed or other stratified
deposit.
Bedded - A mineral fixed firmly into another rock formation.
Breccia - A coarse-grained, clastic rock, composed of angular broken rock
fragnments held together by a mineral cement or in a fine-grained matrix.
Calc-alkalic - Said of an igneous rock containing plagioclase feldspar.
Chalcopyrite - The main copper ore, CuFeS2. A widely occuring mineral found
mainly in veins.
Chert - A fine grained siliceous rock.
Core - A cylindrical section of rock, usually 5 to 10 cm in diameter and up to
several meters in length, taken as a sample of the interval penetrated by a core
bit and brought to the surface for geologic examination and/or laboratory
analysis.
Cryptocrystalline - Said of a texture of a rock consisting of crystals that are
too small to be recognized.
Dacite - A fine-grained extrusive rock with the same general composition as
andesite.
Epidote - A basic silicate of aluminum, calcium and iron.
Epidotization - The hydrothermal introduction of peidote into rocks or the
alteration of rocks in which plagioclase is albitized, freeing anorthite
molecule for the formation of epidote.
Facies - A term of wide application, referring to such aspects of rock units as
rock type, mode of origin, composition, fossil content, or environment of
deposition.
Fault - A fracture in rock along which there has been an observable amount of
displacement. When faults occur along parallel or subparallel sets of planes
they are called fault or fracture zones.
Feldspar - Constitutes 60% of the Earth's crust, feldspar occurs in all rock
types and decomposes to form much of the clay in soil.
Felsic - Term used to describe light colored rocks containing feldspar,
feldpathoids and silica.
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Gabbro - A course-grained (plutonic rock), dark colored igneous rock.
Galena - The most important ore of lead, PbS, found in hydrothermal veins and as
a replacement mineral.
Greywake - An immature sandstone having > 15% clay minerals.
Group - A group of (one or more) formations of approximately the same age.
Igneous Rock - Rock formed by the solidification of molten material that
originated within the Earth.
Intrusion - A body of igneous rock which has formed itself into pre-existing
rocks, either along some definite structural feature or by deformation and
cross-cutting of the invaded rocks.
Lithology - The character of a rock described in terms of its structure, color,
mineral composition, grain size and arrangement of its component parts.
Mafic - Pertaining to or composed dominantly of the ferromagnesian rock-forming
silicates; said of some igneous rocks and their constituent minerals.
Mineralization - Potentially economic concentration of commercial metals
occuring in nature.
Phenocryst - A term for large crystals or mineral grains within the matrix or
groundmass of a porphyry.
Pillow - A rock texture characterized by piles of pillow-shaped masses;
individual pillows range up to several meters across.
Plagioclase - Any group of feldspars containing a mixture of sodium and calcium
feldspars.
Plutonic rock - igneous rock formed deep within the Earth under the influence of
high heat and pressure.
Pyrite - The most widespread sulphide mineral, chemical formula: FeS2
Pyroclastic Rocks - consist of fragmental volcanic material which has been blown
into the atmosphere by explosive activity.
Quartz - A general term for a variety of cryptocrystalline varieties.
Rhyolite - Fine-grained to glassy light colored volcanic rocks.
Sandstone - A medium-grained clastic sedimentary rock composed of fragments of
sand size set in a fine-grained matrix and more or less firmly united by a
cementing material.
Silica - The chemically resistant dioxide of silicon, occurs naturally in five
crystallines.
Siliceous rock - Rocks high in silica.
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Sill - A flat-bedded strata of sandstone or similar hard rocks.
Siltstone - An indurated silt having the texture and composition of shale but
lacking its fine lamination.
Slate - A compact, fine-grained metamorphic rock that possesses slaty cleavage
and hence can be split into slabs and thin plates.
Sphalerite - An isometric mineral, Zinc Sulphide, with zinc replaced by iron.
Stratigraphic - Pertaining to the composition, sequence, and correlation of
stratified rocks.
Tectonic - Said of or pertaining to the forces involved in, or the resulting
structures or features of, tectonics.
Thrust - An overriding movement of one crustal unit over another, such as in
thrust faulting.
Volcanic Rock - A generally finely crystalline or glassy igneous rock resulting
from volcanic action at or near the Earth's surface, either ejected explosively
or extruded as lava.
Volcanism - The process by which magma and its associated gases rise in the
crust and are extruded onto the Earth's surface and into the atmosphere.
Volcanoclastic - Descriptive of a clastic rock containing volcanic material.
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PART 1
Glen Manor Resources Inc. (the "Company") is filing this Form 10-SB on a
voluntary basis to:
1. provide current, public information to the investment community;
2. to expand the availability of secondary trading exemptions under the Blue
Sky laws and thereby expand the trading market in the Company's securities,
and
3. to comply with prerequisites for listing of the Company's securities on
NASDAQ.
ITEM 1. DESCRIPTION OF BUSINESS
HISTORICAL OVERVIEW OF THE COMPANY
The Company was incorporated on November 16, 1999. The Company has no
subsidiaries and no affiliated companies. The executive offices of the Company
are located at Suite 303, 730 - 2nd Avenue, Calgary, Alberta, Canada, T2N 0E3
(Tel: (403) 283-4507).
The Company is engaged in the exploration of mineral properties. (see
Part 1, "Exploration of the GLEN Claim"). No ore body has been discovered and no
substantial exploration has been done on its mineral claim. The Company is
purely an exploration company. There is no assurance that any ore body will ever
be found and that the Company will have sufficient funds to undertake the
exploration work required to identify an ore body.
Management anticipates that the Company's shares will be qualified on
the system of the National Association of Securities Dealers, Inc. ("NASD")
known as the OTC Bulletin Board.
The Company owns one mineral property known as the `GLEN' Claim. It
does not presently own any other mineral properties. The Company holds the
rights to the minerals on the Glen property until March 10, 2001. The land
itself is owned by the Province of Newfoundland (known as the "Crown"). The
Company undertook an exploration program on its claim in December 1999 in the
amount of $2,759 which has resulted in the claim being maintained in good
standing until March 10, 2001. For future years the Company will either have to
pay cash-in-lieu of $2,200 each year or else perform work on the property.
The Company has no revenue to date from the exploration of its mineral
property, and its ability to effect its plans for the future will depend on the
availability of financing. Such financing will be required to develop the
Company's mineral property to a stage where a decision can be made by management
as to whether an ore body exists and can be successfully brought into
production. The Company anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future (see Part 1, Item 2 - "Plan of Operations"), but there can be no
assurance that the Company will be successful in obtaining additional capital
for exploration activities from the sale of its capital stock or in otherwise
raising substantial capital.
PLANNED BUSINESS
In addition to exploring and developing, if warranted, its mineral
property, the Company plans to seek out additional mineral properties either by
way of purchase, staking or joint venturing. (See Part 1, Item 2 - Management's
Discussion and Analysis or Plan of Operation").
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Much of the discussion contained in this section is "forward looking"
in that actual results may materially differ from the Company's plans as
currently contemplated. Information concerning all the factors associated with
the Company is set forth in this Item 1 and in Items 2 and 3 below. FOR A
COMPLETE UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE
FINANCIAL STATEMENTS AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS
ENTIRETY.
All dollar amounts shown in this document are stated in US dollars
unless otherwise noted.
EXPLORATION OF THE GLEN CLAIM
The Company retained Timothy Froude, P. Geo. of Topsail Newfoundland,
to summarize the geology and mineral potential on its mineral claim near
Springdale, Newfoundland. His report is dated March 2, 2000. The mineral claim
was "staked" on December 9, 1999 by Timothy Froude on behalf of the Company and
named "GLEN".
The Claim covers 20 metric units (986 acres) located within Tommys Arm
River, 16 miles south-east of the town of Springdale, Newfoundland.
"Staking" of a claim is the method used by the Ministry of Mines for
the Province of Newfoundland in verifying title to the minerals on Crown
property. The individual staking a claim, known as the "staker" inserts a post
or stake into the ground of unstaked property and defines this post as the
corner post or "identification" post. A serial pre-numbered tag, purchased from
the Department of Mines and Energy, is affixed to the post and the date and time
of inserting the post into the ground is recorded on it as well as the proposed
name of the Claim. The staker is required to walk a line in one direction from
the stake and another line at a 90 degree angle from the original walk starting
at the corner post. The lines are walked for approximately 1500 feet. Upon
completion of these two walks the staker records the number of units being
staked upon the metal tag on the corner post. This information is recorded on a
4-foot Post Mineral Claim form and filed with the Department of Mines and
Energy.
The Company has not identified any other mineral properties for staking
and, therefore, has only the GLEN property. It is the intention of management to
identify other properties of merit in the future but to date none have been
identified.
LOCATION AND ACCESS
The property is located approximately 6.3 miles SE of Springdale and
1.6 miles south of Roberts Arm in north-central Newfoundland, N.T.S. 2E/5.
Access to the property is provided via the Beothuck Trail (Route 380) which
parallels the northwestern part of the property and by a well maintained logging
road which crosses the southwestern portion of the property via Route 380.
CLAIM STATUS
The Rust - Ghost Pond Property consists of 20 claims held under license
7624M and are 100% owned by Glen Manor Resources Inc. First year assessment
report on the property is due March 10, 2001.
REGIONAL GEOLOGY AND MINERALIZATION
The Roberts Arm group lies within the Dunnage tectonostratigraphic zone
of Newfoundland. The geological evolution involves the deposition of Ordovician
tholeitic and calc-alkaline volcanic and volcaniclastic rocks in a series of
island-arc and back-arc basins. The Roberts Arm Group has been interpreted as
being a mature island arc sequence divided into 5 distinct lithological
terranes. The terranes are basalt dominated suites separated by prominent
north-directed thrust faults. The Roberts Arm group host numerous base metal and
gold occurences, and is contained in the Roberts Arm-Buchans belt which hosts
several major volcanogenic massive sulphide deposits including past
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producing mines at Pilley's Island, Gullbridge, and Buchans as well as a
significant prospect at Lake Bond.
Recent exploration by Phelps Dodge in the vicinity of the Pilley's
Island Mine resulted in discovery of a cluster of large, pyrite-rich, sulphide
bodies up to 110 feet in thickness. These blind discoveries as of yet have not
been fully delineated. To date, base metal values have been low; however, the
amount of sulphide and accompanying alteration hold promise for base-metal rich
zones and other deposits in the area. Other prospective horizons for
undiscovered volcanogenic sulphide deposition as well as structurally controlled
gold mineralization exist throughout the belt.
PROPERTY GEOLOGY AND MINERALIZATION
The Rust - Ghost Pond area is underlain mainly by a sequence of
variably deformed, epidotized and locally hematized pillow lavas and breccias
with lesser amounts of intermediate pyroclastic rocks of the tholeitic
Ordovician Cresent lake Terrane. A dome shaped felsic volcanic/intrusive rock
termed an `intrusive rhyolite' occurs in the northeastern portion of the
property. Thin units of volcaniclastic sediments occur inter-fingered with the
intermediate to felsic volcanics. Gabbroic dikes or thin sills occur locally.
The eastern portion of the property is underlain by a sequence of chert, slate,
siltstone, and greywacke of the Cresent lake Formation. These sediments are
separated from the Crescent terrane volcanics by a north to northeast trending
fault. Sporadic sulphide mineralization has been traced over a 1.4 miles strike
length, from Round Pond in the northeast to Rust Pond in the southwest.
The mineralization on the property primarily consists of
stockwork-style stringer and disseminated pyrite and chalcopyrite hosted in
highly altered intermediate to felsic pyroclastics, and chloritized mafic lavas
/ breccias. Mineralization is best observed in drill core, however, minor
outcrops of gossanous sulphide mineralization and associated alteration exist on
surface near Rust Pond. Most of the Brinex drill holes can be found in an
abandoned pile at the north end of Ghost Pond.
Previous workers concentrated their efforts on three tightly confined
areas of mineralization at Rust Pond, Ghost Pond, and Round Pond. The most
intensive exploration was carried out in 1961 and 1962 by Brinex and New Jersey
Zinc in the Rust Pond area. A total of thirteen holes were drilled of which ten
returned significant copper mineralization up to 1.73% Copper over 11.4 feet.
The Ghost Pond area, located 660 yards northeast of Rust Pond, is host
to zinc bearing float including the Pruce Root Showing, which returned boulders
assaying 6.55% Zinc, 1.85% lead, 0.8% Copper, and 1.05 ounces per ton Silver.
The Spruce Root Showing is described as a group of sulphide-rich boulders and
possible outcrop that contain coarse, dark brownish grey crystals of sphalerite
in semi-massive bands and patches of pyrite, as well as minor amounts of
chalcopyrite & galena. The sulphides appear to be hosted in an altered dacitic
breccia somewhat simliar to the abundant bedrock alteration observed at several
other locales on the property. The source of the high grade Zinc float has not
been located to date. Of significance is that previous workers have described
the host rock containing the zinc mineralization as being very similar to the
dacite breccias hosting the copper mineralization at Ghost Pond and Rust Pond.
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PREVIOUS WORK
The Rust Pond - Ghost Pond area was included in the extensive Brinex
concession granted by the Newfoundland government in 1955. Initial exploration
work in the area was undertaken following discovery of sulphide mineralization
along road cuts of the Roberts Arm highway in 1957. Soon thereafter in 1959, a
Brinex - New Jersey Zinc joint venture resulted in discovery of numerous
mineralized boulders in the Ghost Pond area, as well as a small showing, dubbed
the `Spruce Root Showing'.
Subsequent investigations led to a five-hole diamond drill program by
Brinex in 1961. Three holes drilled at Round Pond failed to intersect any
significant mineralization, however, one of the two holes at Rust Pond, 61-5,
was highlighted by a 11.4 foot intersection of copper mineralization grading
1.73% Copper. A further eight holes were drilled in 1962 of which most holes
intersected significant copper mineralization.
Other joint venture agreements with Cominco (1964-1969) and Noranda
Exploration Company Limited, another large Canadian Mining Company, (1972-1973)
led to recent exploration programs in the area that failed to delineate new
targets. Later in 1975, Texas Gulf, with joint venture partner Brinex, carried
out detailed geological, geochemical & geophysical surveys near Ghost Pond which
led to drilling of three diamond drill holes. The best drill intersection
returned values of 1.13% Zinc over 4 feet, the results were considered
disappointing and the property was abandoned.
In 1981-82, Billington Canada Ltd. optioned property including the
Ghost Pond- Rust Pond area and proceeded with a program of line cutting,
geological mapping, soil sampling, and a geophysical program of VLF and IP. Most
of this work was carried out to the west of the Ghost Pond-Rust Pond area.
Following geological mapping as well as IP and VLF surveys over the Ghost Pond
area three diamond drill holes were collared to test IP anomalies near drilling
earlier carried out by Texas Gulf. No significant results were obtained and the
property was dropped.
The area would be staked by a number of different parties in the
ensuing years including Noranda Exploration Company Limited. Noranda initiated a
regional exploration program over a large area including the Rust Pond - Ghost
Pond property in 1990 focusing primarily on systematic gold exploration. No
detailed work was carried out on the Ghost Pond - Rust Pond area.
The claims were dropped by 1993 and later re-staked by Grubstake
Management who compiled existing data and completed limited field work on
potential gold targets in the area. Discouraging results and lack of assessment
credits on the property led to forfeiture of the mineral license on October 12,
1999.
CONCLUSIONS AND RECOMMENDATIONS
Several key points can be made from reviewing the previous exploration history
of the property.
1) High grade Zinc / Lead / Copper / Silver bearing float occuring in the
central portion of the property has not been sourced.
2) Mineralization has been exposed intermittently on the property over a
strike length of 3.7 miles, yet of the three areas that have been drilled,
only 880 yards of the favorable horizon have been tested.
3) Numerous sections of mineralized core from the Brinex drilling prgram in
1975 were not sampled.
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4) Previous grid work extends only 220 yards beyond the southernmost area of
known mineralization.
5) Geological investigations by previous workers in the northeastern portion
of the property between Round Pond and Fourth Pond indicated the presence
of a "rhyolitic intrusive rock". This unit should be further mapped and
sampled in the event that it may be a rhyolite dome that could have
associated massive sulphide mineralization. Several occurrences of base
metal sulphide have been documented immediately south of the "rhyolite
intrusive".
6) Most Roles drilled in the Rust Pond area intersected mainly footwall type
stringer mineralization, and bottomed mainly in mafic volcanic rocks, (in
some cases mineralized and not sampled), it is possible that a zinc rich
sulphide horizon may exist further northwest than previously tested by
diamond drilling.
7) Brinex hole 61-1, the northernmost hole drilled on the property and the
closest to the "rhyolite intrusive" intersected two feet of 15% pyrite
within a larger section of chloritized andesite near the bottom of the
hole. The section was not assayed.
8) Brinex hole 61-4, drilled beneath Rust Pond, is the northern most hole
drilled at Rust Pond and is a full 550 yards south of the nearest drill
hole at Ghost Pond. Hole 61-4 was strongly mineralized and numerous samples
were collected, but only one assay was reported, 5 feet grading 0.45% Zinc
(in the Texas Gult Report), and several zones of alteration and
mineralization were not sampled. It is important to note that the cluster
of zinc boulders at Spruce Root lie only 660 yards northeast of hole 61-4.
9) Brinex hole 62-9, the southernmost hole drilled on the property was drilled
10 degrees flatter that the two holes drilled on the adjacent section holes
62-6 and 62-11. Significant mineralization was intersected in both 62-6 and
62-11 but was not well documented in the assessment reports. It is thought
that 62-9 may have been drilled at an angle that caused flattening and as
such may have passed over the zone intersected in 62-6 and 62-11. This
would mean that the mineralization at Rust Pond could be open along strike
to the southwest. Hole 62-6 intersected an estimated 1.5% Copper over 12.2
feet from 296.8 feet to 309 feet in the hole and an estimated 2% Copper
over 3.4 feet from 315.6 feet to 319 feet in the hole. The assays are not
in the report. Hole 62-6 was drilled to a depth of 502 feet, from 445 feet
to 502 feet. Drill hole 62-11, an undercut of 62-6, intersected thick
sections of highly chloritic andesite/basalt and brecciated grayish dacite
from 370 feet to 513 feet. Numerous highly anomalous copper values were
obtained including 1.62% Copper over 3.0 feet, 0.72% Copper over 4.6 feet,
and @ 0.5% Copper over 15.0 feet. There is a strong possibility that the
Rust Pond zone extends further southwest.
10) There appears to have been very little of the core analyzed for gold. Gold
showings are known within the Robert's Arm belt and it would be prudent to
salvage some of the core and re-sample for gold. A number of the Brinex
holes are in a pile at the north end of Ghost Pond.
Recommendations for further work on the property include re-establishing the
old grid and extending the lines east and west to the property boundary. This
would allow for a complete examination of the property geology including the
potential for shear hosted gold mineralization. The grid should also be
extended to the southern property boundary as it seems possible that the
mineralization at the south end of Rust Pond may be open to the southwest. A
program of soil sampling and HLEM should be carried out over the entire
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property, with selected areas covered by IP depending on results obtained
from the previous surveys. A diamond drill program should follow any
anomalous results. One or two holes should be drilled to test for extensions
of the Rust Pond zone to the southwest of Brinex hole 62-9. It seems possible
that 62-9 may have flattened and overshot the zone intersected in 62-9 and
62-11.
ACCOMODATIONS FOR THE EXPLORATION CREW
While in the exploration phase, the crew of the Company will be living
in tent facilities in proximity to GLEN claim.
RECENT EXPLORATION WORK BY THE COMPANY ON THE RUST POND - GHOST POND PROPERTY.
There has been no recent exploration work by the Company on the Rust
Pond -Ghost Pond Property.
RISK INHERENT IN MINERAL PROPERTIES
The Company and its shareholders are aware of the following risks:
1. NO KNOWN ORE BODY
The GLEN claim does not contain a known body of commercial ore and,
therefore, any program conducted on these properties would be an
exploratory search for ore. An ore body may never be found on the
property.
2. EXPENDITURES MAY NEVER FIND AN ORE BODY
There is no certainty any expenditures made in the exploration of the
Glen claim will result in discoveries of commercial quantities of ore.
Most exploration projects do not result in the discovery of
commercially mineable deposits of ore.
3. FUNDS FOR EXPLORATION MIGHT NOT BE AVAILABLE
Resource exploration is a speculative business in that a Company might
not be able to raise any funding subsequent to the initial capital.
4. INSIGNIFICANT MINERAL DEPOSIT
The Company might discover a mineral deposit which might not be the
size and grade to ensure profitability when mined. It requires a
certain number of tones and grade of the ore to ensure profitable
operations and if these two factors are not present the Company will
not be able to proceed.
5. MARKETING FACTORS BEYOND THE CONTROL OF THE COMPANY
The marketability of any minerals acquired or discovered may be
affected by factors beyond the control of the Company. For example,
fluctuations of the price of gold and silver, the nearest to the claim
of milling facilities, governmental regulations, cost of labor and
equipment, taxes and quotas on production and selling, etc. Any of
these factors will have an impact on the Company's operations and its
profitability.
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6. COMPETITION WITHIN THE MINING INDUSTRY
Competition within the mining industry is very competitive. The Company
will have to compete with other companies who are better known and have
more available funds. The Company might find it difficult to obtain
financing or stake additional properties of merit or to commence its
exploration program.
7. MINING INVOLVES A HIGH DEGREE OF RISK.
Mining operations generally involve a high degree of risk. Hazards such
as unusual or unexpected formations and other conditions are involved.
The Company may become subject to liability for pollution, cave-ins or
hazards against which it cannot insure or which it may not elect to
insure. The payment of such liabilities may have a material, adverse
effect on the Company's financial position.
8. ENVIRONMENTAL CONCERNS
Prior to commencing mining operations on any of its properties, the
Company must meet certain environmental requirements. Compliance with
these requirements may prove to be difficult and expensive. The
Province of Newfoundland has enacted statutory provisions to protect
the Crown's property. The Company might be liable for pollution if it
does not adhere to the requirements of the governmental provisions of
the province. Environment concerns relate to the use and supply of
water, the animal life in the area, fish living in the streams, the
need to cut timber and removal of overburden (being the soil above the
hard rock). No building or fixtures of any form can be erected without
the prior approval of the district inspector for the Province. The cost
and effect of adhering to the environment requirements are unknown to
the Company at this time and cannot be reasonably estimated.
9. TITLE TO THE CLAIM.
While the Company has obtained the usual industry standard title
reports with respect to the Glen claim, this should not be construed as
a guarantee of title. This property may be subject to prior
unregistered agreements or transfers or native land claims and title
may be affected by undetected defects. Certain of the claims may be
under dispute and resolving of a dispute may result in the loss of all
of such property or a reduction in the Company's interest therein.
10. CONFLICT OF INTEREST
Some of the Directors of the Company are also directors and officers of
other companies and conflicts of interest may arise between their
duties as directors of the Company and as directors and officers of
other companies. Even with full disclosure by all the directors and
officers, the Company cannot insure that it will receive fair and
equitable treatment in every transaction.
11. QUALIFICATION ON GOING CONCERN BY THE AUDITORS
The Company's auditors, in the audited financial statements attached to
this Form 10-SB, have qualified their audit opinion on whether the
Company will be able to raise sufficient funds to complete its
objectives and, if not, indicates that the Company might not be able to
continue as a going concern. Without adequate future financing the
Company might cease to operate.
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12. NO SURVEY HAS BEEN PERFORMED
The GLEN claim has never been surveyed and, accordingly, the precise
location of the boundaries of the property and ownership of mineral
rights on specific tracts of land comprising the property may be in
doubt.
13. CONCENTRATION OF OWNERSHIP BY MANAGEMENT.
The management of the Company, either directly or indirectly, owns
300,000 shares. It might be difficult for any one shareholder to
solicit sufficient votes to replace the existing management. Therefore,
any given shareholder may never have a voice in the direction of the
Company.
13. MINING EXPERIENCE BY MANAGEMENT
None by the management of the Company has had any mining experience.
OTHER MINERAL PROPERTIES
The Company has not found any other mineral properties either for
staking or purchasing but will seek other mineral properties during the summer
and fall of this year so to diversify its holdings. The Company does not
presently have the financial capacity to undertake a large staking program. Any
staking and/or purchasing of mineral properties may involve the issuance of
substantial blocks of the Company's shares. The Company has no intentions of
purchasing for cash or other considerations any mineral properties from its
officers and/or directors.
EMPLOYEES
As at August 31, 2000, the Company did not have any employees either
part time or full time. Initially the Company does not wish to bear the burden
of carrying full time employees especially during periods when it is difficult
to work on the property due to weather conditions.
The executive officers identified the Glen claim, incorporating the
Company, obtaining the assistance of professionals as needed, identifying
potential investors to contribute the initial "seed capital", coordinating
various filing requirements and other matters normally performed by the
executive officers without any compensation. The Company has given recognition
in the financial statements for the period ended June 30, 2000 to this
contribution by expensing $4,000 for services of the President and crediting
capital contribution for a like amount.
The Company is not a party to any employment contracts or collective
bargaining agreements. The Newfoundland area has a relatively large pool of
people experienced in exploration of mineral properties, being mainly geologists
and mining consultants. In addition, there is no lack of people who have
experience in working on mineral properties either as laborers or prospectors.
Initially the Company will use independent workers and consultants on a part
time basis.
COMPETITION
In Canada there are numerous mining and exploration companies, both big
and small. All of these mining companies are seeking properties of merit and
availability of funds. The Company will have to compete against such companies
to acquire the funds to develop its mineral claim. The availability of funds for
exploration is sometimes limited and the Company might find it difficult to
compete with larger and more well-known companies for capital. Even though the
Company has the
13
<PAGE>
rights to the mineral on its claim there is no guarantee it will be able to
raise sufficient funds in the future to maintain its mineral claim in good
standing. Therefore, if the situation occurs that it does not have sufficient
funds for exploration the claim might lapse and be staked by other mining
interests. The Company might be forced to seek a joint venture partner to assist
in the development of its mineral claim. In this case, there is the possibility
that the Company might not be able to pay its proportionate share of the
exploration costs and might be diluted to an insignificant carried interest.
Even when a commercial viable ore body is discovered, there is no
guarantee competition in refining the ore will not exist. Other companies may
have long term contracts with refining companies thereby inhibiting the
Company's ability to process its ore and eventually market it. At this point in
time the Company does not have any contractual agreements to refine any
potential ore it might discover on its mineral claim.
The exploration business is highly competitive and highly fragmented,
dominated by both large and small mining companies. Success will largely be
dependent on the Company's ability to attract talent from the mining field.
There is no assurance that the Company's mineral expansion plans will be
realized.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
The discussion contained in this Item 2 is "forward looking" in that
actual work performed on the Company's mineral property may differ from the
recommended work program as set forth in the geological report dated March 2,
2000 by Timothy Froude, P. Geo. Factors that could cause the work program to
differ are described throughout this Form.
PLAN OF OPERATION
To date the Company has concentrated on the GLEN claim. In the future,
the Company will seek to investigate other mining properties to determine which
ones are of merit and are of interest to the Company. Subject to the
availability of financing, the Company will seek to increase its inventory of
mineral properties and, if acceptable to management, enter into joint venture
agreements to develop various other mineral properties of merit. (See Part 1,
Item 1 - "Description of the Business"). The Company will seek to generate such
funds through the sale of securities and/or institutional financing. If an
underwriter can be found, a public offering of common stock will be considered;
alternatively the Company will seek to raise funds through a private offering of
securities to an institutional buyer or through a registered broker dealer. The
Company does not presently have any financing arranged for nor has any
underwriter yet expressed interest in such an offering, and there can be no
assurance that an underwriter can be found on terms acceptable to the Company.
In the absence of such financing, the Company may be unable to put its plans
into effect.
LIQUIDITY AND CAPITAL RESOURCES
As at June 30, 2000, the Company had $7,544 of assets, and $2,250 of
liabilities. The cash equivalent as at June 30, 2000 was $7,544.
The Company has no contractual obligations for either lease premises,
employment agreements or work commitments on the GLEN claim and has made no
commitments to acquire any asset of any nature.
Operational and administrative expenses of the Company for 2000 are
projected to be approximately $6,050 which will comprise audit ($1,500), filing
fees with regulatory authorities -Edgar ($1,800), transfer agent's fees ($2,000)
and miscellaneous ($750). The GLEN claim is in good
14
<PAGE>
standing until March 10, 2000 and, if warranted, the Company need not spend any
money on its claim until that date. The current cash position is sufficient to
pay the above noted expenses but, if required, the officers and directors can
advance additional funds to the Company.
Since November 16, 1999, the date of inception, the Company has
incurred the following expenses:
Audit and accounting (i) $ 2,250
Bank charges (ii) 74
Consulting (iii) 3000
Geology report (iv) 1,725
Management fee (v) 4,000
Office and miscellaneous (vi) 834
Rent (vii) 2,400
Staking costs (viii) 1,241
Telephone (ix) 800
Transfer agent's fees (x) 3,072
Travel (xi) 6,654
---------
Total expenses for the period $ 26,050
=========
(i) Audit and accounting - $2,250
The Company had its financial statements audited as at June 30, 2000, as
attached to this Form 10-SB. The accounting and preparation of a working paper
file for submission to the auditors was prepared by the Company's Accountant.
(ii) Bank charges - $74
Monthly service charges for operating the account as charged by the Bank of
Montreal.
(iii) Consulting - $3,000
Consulting represents the cost to prepare and file the Form 10SB.
(iv) Geology report - $1,725
The Company engaged the services of Timothy Froude, P. Geo., to write a report
to the Company detailing the mineralization on the GLEN claim and recommending a
future work program. This report was completed on March 2, 2000 and has been
summarized in this Form under the heading of "Exploration of GLEN Claim."
(v) Management fee - $4,000
The Company has not paid any fees to its directors or officers during the
current period. Nevertheless, the Company realizes that there is a cost involved
in the directors and officers devoting time and effort to the affairs of the
Company. Therefore, a management fee of $4,000 has been expensed and credited to
capital contribution during the current period.
(vi) Office and miscellaneous - $834
Office and miscellaneous expense represents the printing of cheques for use by
the Company, photocopying and fax charges.
15
<PAGE>
(vii) Rent - $2,400
The Company uses the personal residents of the Secretary Treasurer of the
Company as an office. No charge has been incurred by the Company. Nevertheless,
the Company recognizes that there is a cost to using an office and therefore has
expensed $2,400 and credited to capital contribution a similar amount.
(viii) Staking costs - $1,241
The Company engaged the services of Timothy Froude to stake the GLEN claim near
the town of Springdale, Newfoundland, on December 9, 1999.
(ix) Telephone - $800
The Company has not incurred any telephone charges to date. Nevertheless, the
Company recognizes the fact that there is a telephone cost to operating a
business and therefore has expensed $800 with an offsetting credit to capital
contribution. This expense was determined on the fair market value of operating
a telephone line and for an eleven month period.
(x) Transfer agent's fees - $3,072
Transfer agent's fees comprise $1,200 as the annual fee paid to maintain an
account with the transfer agent and $1,872 for preparation and issuance of share
certificates. The Company has treated for accounting purposes the annual fee of
$1,200 as a period cost and has written it off in the current period rather than
amortizing it over the entire year.
(xi) Travel - $6,654
Travel costs were incurred by the directors in meeting various shareholders in
Toronto and for attendance at the property site.
Management estimates that the current funds on hand will not be
sufficient to allow the Company to undertake exploration activities on the GLEN
claim but is satisfied all outstanding accounts payable will be paid and the
company will be able to maintain operations for several months. The funds
required over the next several months will be for filing fees, accounting and
general office expenses. Nevertheless, the Company will have to raise additional
funds to remain as a going concern if it wishes to proceed with its mineral
exploration program.
The only three methods available to the Company to obtain further
funding are as follows:
a) Advances from its directors and officers sufficient to enable the
Company to undertake some, but not all, of the recommendations set
forth by Mr. Froude. No commitment on the part of the directors or
officers has been made to date;
b) Obtain institutional financing based on the personal guarantees of
the Company's officers and directors. The directors and officers
have not considered this method at the present time; and
c) Insurance of the common stock of the Company either to existing
shareholders or to the general public. No plans at the present
time have been made to obtain funding from this source.
Management does not believe the Company's operations have been
materially affected by inflation.
16
<PAGE>
ITEM 3. DESCRIPTION OF PROPERTY
The GLEN claim consists of one 20 unit metric claim (986 acres)
situated within the Tommys Arm River, 6.3 miles south-east of Springdale,
Newfoundland. The property is 100% owned by the Company.
The GLEN claim is situated in a generally flat terrain. The Beothuk
trail and a well maintained logging road provide access to the property.
OFFICES
The Company's executive offices are located in 730 - 2ND Avenue, Suite
303, Calgary, Alberta, Canada. The office is located in the personal residence
of the President of the Company. There is no charge to the Company for office
but an imputed charge of $2,400 has been expensed during the current period with
an offsetting entry to capital contribution. The Company realizes it will
require an office once it has started exploration work on the Quincy claim, but
has yet to choose the office location.
INCORPORATION IN THE STATE OF NEVADA
The Company incorporated in the State of Nevada rather than British
Columbia because of tax reasons. For example, both the Federal and Provincial
Governments impose tax on any profits made. This corporate tax could range as
high as 51% of net income. In addition the Province of British Columbia has an
annual capital tax based on the number of shares outstanding. By having a
Nevada-based company, the Company, if its ex-provincially incorporates in
British Columbia, will only be subject to a 15% withholding tax as set forth in
the Canada/US Tax Treaty.
OTHER PROPERTY
The Company does not own any other property other than the rights to the
minerals located on the Glen claim.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERSHIP AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Company to be the
beneficial owner of more than 5% of the Company's Common Stock as of August 31,
2000.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common MICHAEL G. FISHER 3,000,000 (3) 25.45%
Shares Suite 303 - 730 2nd Avenue
Calgary, Alberta
Canada, T2N 0E3
Common QUI SUNG POON 2,500,000 (4) 21.22%
Shares 1128 Odlum Drive
Vancouver, British Columbia
Canada, V5L3L7
</TABLE>
17
<PAGE>
<TABLE>
<S> <C> <C> <C>
Common KAREN CHOW 600,000 5.09%
Shares Room 714 Kam Hong Street
North Poing,
Hong Kong
</TABLE>
(1) As of August 31, 2000 there were 11,783,220 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons.
(3) These shares are restricted since they were issued in compliance with the
exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended. After these shares have been held for one year, Mr.
Fisher, President of the Company, could sell 1% of the outstanding stock in
the Company every three months. Therefore, this stock can be sold after the
expiration of one year in compliance with the provisions of Rule 144. There
is "stock transfer: instructions placed against these certificates and a
legend has been imprinted on the stock certificates themselves.
(4) These shares are restricted since they were issued in compliance with the
exemption from registration provided by Section 4(2) of the Securities Act
of 1933, as amended. After these shares have been held for one year, Mr.
Poon, Secretary Treasurer of the Company, could sell 1% of the outstanding
stock in the Company every three months. Therefore, this stock can be sold
after the expiration of one year in compliance with the provisions of Rule
144. There is "stock transfer" instructions placed against these
certificates and a legend has been imprinted on the stock certificates
themselves.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of August 31, 2000.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title Name and Address Amount and Nature Percent
of of Beneficial of Beneficial of
Class Owner Ownership (1),(2) Class (2)
----- ------ ----------------- ---------
<S> <C> <C> <C>
Common Michael G. Fisher 3,000,000 (3) 25.45%
Shares Suite 303 - 730 2nd Avenue
Calgary, Alberta
Canada, T2N 0E3
Common Qui Sung Poon 2,500,000 (4) 21.22%
Shares 1128 Odlum Drive
Vancouver, British Columbia
Canada, V5L 3L7
</TABLE>
18
<PAGE>
<TABLE>
<S> <C> <C> <C>
Common John Watson 500,000 (5) 4.24%
Shares 28 Hiawatha Parkway
Port Crodit, Ontario
Canada, L5G 352
Common Directors and Officers as a 6,000,000 50.92%
Shares Group
</TABLE>
(1) As of August 31, 2000 there were 11,783,220 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons. None of the directors
or officers have any options, warrants, rights or conversion privileges
outstanding.
(3) Michael G. Fisher is President and Director of the Company and one of the
controlling shareholders. This stock is restricted since it was issued in
compliance with the exemption from registration provided by Section 4 (2)
of the Securities Act of 1933, as amended. After this stock has been held
for one (1) year, Mr. Fisher could sell a percentage of his shares every
three months based on 1% of the outstanding stock. Therefore, this stock
cannot be sold except in compliance with the provisions of Rule 144.
(4) Qui Sung Poon is Secretary Treasurer and Director of the Company and one of
the controlling shareholders. This stock is restricted since it was issued
in compliance with the exemption from registration provided by Section 4
(2) of the Securities Act of 1933, as amended. After this stock has been
held for one (1) year, Mr. Poon could sell a percentage of his shares every
three months based on 1% of the outstanding stock. Therefore, this stock
cannot be sold except in compliance with the provisions of Rule 144.
(5) John Watson is a Director of the Company. This stock is restricted since it
was issued in compliance with the exemption from registration provided by
Section 4 (2) of the Securities Act of 1933, as amended. After this stock
has been held for one (1) year, Mr. Watson could sell a percentage of his
shares every three months based on 1% of the outstanding stock. Therefore,
this stock cannot be sold except in compliance with the provisions of Rule
144.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
The Company's directors and executive officers, as of August 31, 2000,
are listed in the table below. Directors are elected at the Company's annual
meeting of stockholders. They hold office until their successors are elected and
qualified. The Company's officers, responsible to the Board of Directors, are
appointed annually by the Board.
19
<PAGE>
Term as
Director
Name Position Held Expires
---- ------------- -------
Michael G. Fisher President and Director 2000
Qui Sung Poon Secretary Treasurer
and Director 2000
John Watson Director 2000
MICHAEL G. FISHER, 42, is an executive with more than 20 years
traditional and new media experience. He graduated with a Bachelor of Arts
degree in English from York University in Toronto. After graduating, he took a
position as Assistant Managing Editor with the Northern Daily News in Kirkland
Lake, Ontario. In 1983, he became a Staff Environment Reporter with the Sarnia
Observer in Sarnia, Ontario. During his time with the Observer, he won the
Thomson Newspapers National Award, in 1987, for environmental investigation and
the Canadian Press award, Honorable Mention, for profile writing in 1988. In
1989, he moved to the Calgary Sun, where he was Staff Medical Editor and
Columnist. From 1999 to the present, he has been President of Verbmedia, in
Calgary, Alberta, which is a consulting firm for media and new media and he has
also been the Vice President of Corporate Strategy and Communications of Exxecom
in Toronto, Ontario. He is a member of the Periodical Writers Association of
Canada and the Canadian Association of Journalists.
QUI SUNG POON, 62, graduated from Quangzhou No. 7 Highschool in China
in 1956. From 1956 to 1961 he attended Quanan Univeristy where he obtained a
Bachelor of Chemical Engineering degree before becoming employed as a technician
at the Guangzhou Usea Factory. In 1967 he become a technician at Chorga Usea
Manufacturing Company of China and remained there until 1980 when he moved to
Canada. He became general manager in 1980 for Canada Wing Holdings Ltd. - a
company specializing in the import/export of products from Asia Pacific group of
countries. In 1991 he became Vice-President of Canadian Connection Group which
developed investment opportunities in China. In 1991 be became a director and
the president of Can-Chi/Can-Viet Group of Companies which specialized in the
development of projected in China. In 1995, Mr. Poon became the Vice-President
of Besron Holdings Limited, a company developing trade with south-east Asia. In
1999, he became president of his own company called Emperor Pacific Holdings
Ltd. which is in the process of developing projects in Asia.
JOHN WATSON, 54, studied Business Administration at the University of
Prince Edward Island. From 1974 to 1976, he was Manager of Finance and
Administration with Interdata of Canada Limited. In 1977, he moved to J. P.
Stevens & Company (Canada) Limited where he became the National Sales Manager in
1979. While he was sales manager, the company increased sales 150% in two years,
and increased profit margins by 50%. In 1981, he took a position with Standyne
of Canada Limited where he became Manager of Distribution. In 1984, he commenced
working for Kwik-Kopy Printing Canada Corporation as Vice President, Marketing
The company was a franchisor of printing and copy centers. Mr. Watson was the
General Manager of Chick'n Deli Restaurants Limited from 1988 to 1990. From
1990-1997, he was Director of Franchise Sales of Anything Cycle Incorporated,
which saw an increase in sales growth from 17 to 61 stores. Mr. Watson has
operated as an independent contractor from 1998 to the present, doing home
management and repairs.
Although Michael G. Fisher, Qui Sung Poon and John Watson do not work
full time for the Company, they plan to devote whatever time is required once
the mineral property has an exploration program ready for its development. The
President of the Company will spend approximately 25 hours a
20
<PAGE>
month on administrative and planning for the Company's future exploration
program while the Secretary Treasurer will work for 15 hours per month to
prepare corporate documents. Once development of the GLEN claim takes place, the
President and Secretary Treasurer will find that their hours each month will
increase although they will be relying upon mining professionals to undertake
the exploration program on behalf of the Company.
None of the directors or officers are related to each other and are not
related to any person under consideration for nomination as a director or
appointment as an executive officer.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's executive officers have received compensation
since the Company's inception.
The following table sets forth compensation paid or accrued by the
Company during the period ended August 31, 2000 to the Company's President,
Director and Secretary Treasurer.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE (1999-2000)
Long Term Compensation (US Dollars)
-----------------------------------
Annual Compensation Awards Payouts
------------------- ------ -------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and Princi- Comp. awards SAR payouts sation
pal position Year Salary ($) ($) (#) ($) ($)
------------ ---- ------ --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
Michael G. Fisher 1999- -0- -0- -0- -0- -0- -0-
President and 2000
Director
Qui Sung Poon 1999- -0- -0- -0- -0- -0- -0-
Secretary Treasurer 2000
and Director
John Watson 1999- -0- -0- -0- -0- -0- -0-
Director 2000
</TABLE>
There has been no compensation given to any of the Directors or Officers during
1999 and 2000. There are no stock options outstanding as at August 31, 2000 and
no options have been granted in 2000, but it is contemplated that the Company
may issue stock options in the future to officers, directors, advisers and
future employees.
COMPENSATION OF DIRECTORS
Members of the Board of Directors do not receive cash compensation for
their services as Directors. Directors are not presently reimbursed for expenses
incurred in attending Board meetings.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has never before filed a prospectus specified under Section
10(a) of the Securities Act of 1933 at this time. The Company raised funds from
its officers and directors relatives, friends and business associates as more
fully described below.
21
<PAGE>
SHARES ISSUED TO DIRECTORS AND OFFICERS
Michael G. Fisher, President and Director, 3,000,000 shares at $0.001
per share for cash consideration.
Qui Sung Poon, Secretary Treasurer and Director, 2,500,000 shares at
$0.001 per share for cash consideration.
John Watson, Director, 500,000 shares at $0.001 per share for cash
consideration.
All three of the above share issues are restricted since they were
issued in compliance with the exemption from registration provided by Section
4(2) of the Securities Act of 1933, as amended. After this stock has been held
for one year, the holders of these shares of the Company could sell a percentage
of their shares every three months based on 1% of the outstanding stock in the
Company. Therefore, this stock can be sold after the expiration of one year in
compliance with the provisions of Rule 144. There are "stop transfer"
instructions placed against this stock and a legend is imprinted on each stock
certificate.
CONTRIBUTION OF TIME AND EXPENSES
The directors and officers of the Company have contributed and continue
to contribute time, office space, telephone, and other expenses, without
compensation or reimbursement. The Company has given recognition to this
contribution by including in expenses and crediting capital surplus the
following amounts:
Management fees $ 4,000
Rent 2,400
Telephone 800
---------
$ 7,200
========
Two of the directors of the Company are directors, officers and
stockholders of other companies. Therefore, conflicts of interest may arise
between their duties as directors of the Company and as directors and officers
of other companies. All such possible conflicts will be disclosed and the
directors concerned will govern themselves in respect thereof to the best of
their ability in accordance with the obligations imposed on them under the laws
of the State of Nevada.
All officers and directors are aware of their fiduciary
responsibilities under corporate law, especially insofar as taking advantage,
directly or indirectly, of information or opportunities acquired in their
capacities as officers and director of the Company. Any transaction with
officers or directors will only be on terms consistent with industry standards
and sound business practice in accordance with the fiduciary duties of those
persons to the Company, and depending upon the magnitude of the transactions and
the absence of any disinterested board members, the transactions may be
submitted to the shareholders for their approval in the absence of any
independent board members.
The three directors are prepared to advance other money to the Company
for an exploration program on the Glen claim. Such commitment would not exceed
$50,000 since any exploration program initially would not incur this cost. If
the Company is unable to raise further money from the issuance of its capital
stock or institutional investors and the directors are unwilling to advance
further funds subsequent to the above noted advancement, then the Company will
not be able to operate as a going concern and might cease to exist.
22
<PAGE>
The Company has not entered into any transactions with a related party
and does not intend to do so in the immediate future. It is the intention of the
Company to deal with third parties in all its acquisitions of properties.
REPORTS TO SECURITY HOLDERS
Prior to filing this Form 10-SB, the Company has not been required to
deliver annual reports. To the extent that the Company is required to deliver
annual reports to security holders through its status of a reporting company,
the Company shall deliver annual reports. Also, to the extent the Company is
required to deliver annual reports by the rules or regulations of any exchange
upon which the Company's shares are traded, the Company shall deliver annual
reports. If the Company is not required to deliver annual reports, the Company
will not go to the expense of producing and delivering such reports. If the
Company is required to deliver annual reports, they will contain audited
financial statements as required.
Prior to the filing of this Form 10-SB, the Company has not filed
reports with the Securities and Exchange Commission. Once the Company becomes a
reporting company, management anticipates that Forms 3, 4, 5, 10K-SB, 10Q-SB,
8-K and Schedules 13D along with the appropriate proxy material will have to be
filed as they come due. If the Company issues additional shares, the Company may
file additional registration statements for those shares.
The public may read and copy any material of the Company files with the
Securities and Exchange Commission at the Commission's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding the issuers that file electronically with the Commission. The Internet
address of the Commission's site is (http://www.sec.gov).
YEAR 2000 COMPUTER PROBLEMS
The Company has experienced no difficulties with the Year 2000 computer
problems. Previous to the Year 2000 the Company did the following:
(i) Requested its professionals, which the Company was using, to diagnose
and repair the existing and known Year 2000 problems in their computer
software and systems since the Company does not currently have its own
computer system;
(ii) Reviewed the possible contingent liabilities the Company may have to
third parties as a result of non-compliant systems; and
(iii) Examined the extent the Company depends on third parties whose systems
may not be Year 2000 compliant.
The Company can give no assurance that the Year 2000 compliance can be
fully achieved by outside parties, being its professionals, suppliers and
creditors, it is using in transacting its business but expects to experience no
difficulties from its own system to be purchased in the future.
ITEM 8. DESCRIPTION OF SECURITIES
The Company's articles of incorporation currently provide that the
Company is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at August 31, 2000, 11,783,220 shares were outstanding.
23
<PAGE>
COMMON STOCK
Each holder of record of the Company's common stock is entitled to one
vote per share in the election of the Company's directors and all other matters
submitted to the Company's stockholders for a vote. Holders of the Company's
common stock are also entitled to share ratably in all dividends when, as, and
if declared by the Company's Board of Directors from funds legally available
therefore, and to share ratably in all assets available for distribution to the
Company's stockholders upon liquidation or dissolution, subject in both cases to
any preference that may be applicable to any outstanding preferred stock. There
are no preemptive rights to subscribe to any of the Company's securities, and no
conversion rights or sinking fund provisions applicable to the common stock.
Neither the Company's Articles of Incorporation nor its Bylaws provide
for cumulative voting. Accordingly, persons who own or control a majority of the
shares outstanding may elect all of the Board of Directors, and persons owning
less than a majority could be foreclosed from electing any.
OPTIONS OUTSTANDING
There are no outstanding options. It is the intention of the Board of
Directors to grant stock options to directors, officers and future employees at
some time in the future. At the present time no consideration has been given to
the granting of stock options.
24
<PAGE>
PART 11
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
MARKET INFORMATION
The Company's stock is not presently traded or listed on any public
market. Upon effectiveness of the Company's registration statement under the
Securities Exchange Act of 1934, it is anticipated one or more broker dealers
may make a market in its securities over-the-counter, with quotations carried on
the National Association of Securities Dealers, Inc.'s "OTC Bulletin Board".
There is no established market price for the shares. There are no
common shares subject to outstanding options or warrants or securities
convertible into common equity of the Company. The number of shares subject to
Rule 144 is 6,000,000 shares. Each share certificate has the appropriate legend
affixed thereto. There are no shares being offered to the public and no shares
have been offered pursuant to an employee benefit plan or dividend reinvestment
plan.
HOLDERS
There are 38 record holder of the Company's common stock as at August
31, 2000. Three of these shareholders are directors and officers.
DIVIDENDS
The Company has never paid cash dividends on its common stock and does
not intend to do so in the foreseeable future. The Company currently intends to
retain any earnings for the operation and expansion of its business.
TRANSFER AGENT
The Company's transfer agent is Nevada Agency & Trust Co., 50 West
Liberty Street, Suite 880, Reno, Nevada, 89501.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings to which the Company is a party or to
which its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.
ITEM 3. DISAGREEMENT WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE
From inception to date, the Company's principal accountant is Andersen
Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for the
period from inception to September 30, 1999 did not contain any adverse opinion
or disclaimer, nor were there any disagreements between management and the
Company's accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
From inception through to August 31, 2000, the Company has issued and
sold the following unregistered shares of its common stock (the aggregated value
of all such offerings did not exceed US$1,000,000):
25
<PAGE>
(i) Subscription for shares by Directors and Officers of the Company
a. Subscription for shares by the directors and officers
In December, 1999, the Company issued to its President, Michael G.
Fisher, 3,000,000 common shares, to its Secretary Treasurer, Qui Sung Poon,
2,500,000 common shares and issued to John Watson, a Director, 500,000 common
shares all at $0.001 per share.
The shares issued to the present directors and officers are restricted
since they were issued in compliance with the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended. After this
stock has been held for one year, the former and present Directors and Officers
could sell within a three month period a percentage of their shares based on 1%
of the outstanding stock in the Company. Therefore, this stock can be sold after
the expiration of one year in compliance with the provisions of Rule 144. There
are "stop transfer" instructions placed against this certificate and a legend
has been imprinted on the stock certificate itself.
(ii) Subscription for 5,750,000 shares
In January, 2000, the Company accepted subscriptions from twelve
investors in the amount of 5,750,000 shares at a price of $0.002 per share. In
all cases the consideration was cash. These shares were issued in accordance
with the exemption from registration provided by Rule 504 of Regulation D of the
Securities Act of 1933, as amended, and an appropriate Form D was filed in
connection with the issuance of these shares.
(iii) Subscription for 33,220 shares
In January, 2000, the Company accepted subscriptions from twenty-three
investors in the amount of 33,220 shares at a price of $0.20 per share. In all
cases the consideration was cash. These shares were issued in accordance with
the exemption from registration provided by Rule 504 of Regulation D of the
Securities Act of 1933, as amended, and an appropriate Form D was filed in
connection with the issuance of these shares.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Articles of Incorporation contain provisions which, in substance,
eliminate the personal liability of the Board of Directors and officers of the
Company and its shareholders from monetary damages for breach of fiduciary
duties as directors to the extent permitted by Nevada law. By virtue of these
provisions, and under current Nevada law, a director of the Company will not be
personally liable for monetary damages for breach of fiduciary duty, except
liability for:
a. breach of his duties of loyalty to the Company or to its shareholders;
b. acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;
c. dividends or stock repurchase or redemptions that are unlawful under
Nevada law; and
d. any transactions from which he or she receives an improper personal
benefit.
These provisions pertain only to breaches of duty by individuals solely
in the capacity as directors, and not in any other corporate capacity, such as
an officer, and limit liability only for breaches of fiduciary duties under
Nevada law and not for violations of other laws (such as Federal securities
laws). As a result of these indemnification provisions, shareholders may be
unable
26
<PAGE>
to recover monetary damages against directors for actions taken by them that
constitute negligence or gross negligence or that are in violation of their
duties, although it may be possible to obtain injunctive or other equitable
relief with respect to such actions.
The inclusion of these indemnification provisions in the Company's
By-laws may have the effect of reducing the likelihood of derivation litigation
against directors, and may discourage or deter shareholders or management from
bringing lawsuit action, if successful, that might otherwise benefit the Company
or its shareholders.
The Company will be entering into separate indemnification agreements
with its directors and officers containing provisions that provide for the
maximum indemnification allowed to directors and officers under Nevada law and
the Company, among other obligations, to indemnify such directors and officers
against certain liabilities that may arise by reason of their status as
directors and officers, other than liabilities arising from willful misconduct
of a culpable nature, provided that such persons acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best interest
of the Company and, in the case of criminal proceeding, had no reasonable cause
to believe that his conduct was unlawful. In addition, the indemnification
agreement provides generally that the Company will, subject to certain
exceptions, advance the expenses incurred by directors and officers as a result
of any proceedings against them as to which they may be entitled to
indemnifications. The Company believes these arrangements are necessary to
attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in such act, and is
therefore unenforceable.
27
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The following financial statements are filed with this Form 10-SB:
Page
----
Report of Independent Certified Public Accountants
Financial Statements of Glen Manor Resources Inc. 29
Balance Sheet as at June 30, 2000 30
Statement of Operations for the Period from November 16, 1999 (Date
of Inception) to June 30, 2000 31
Statement of Changes in Stockholders' Equity for the Period from
November 16, 1999 (Date of Inception) to June 30, 2000 32
Statement of Cash Flows for the Period from November 16, 1999 (Date
of Inception) to June 30, 2000 33
Notes to Financial Statements 34
28
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
-------------------------------- Salt Lake City, Utah, 84106
Certified Public Accountants and Business Consultants Telephone 801-486-0096
Member SEC Practice Section of the AICPA Fax 801-486-0098
</TABLE>
Board of Directors
Glen Manor Resources Inc.
Vancouver B. C. Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Glen Manor Resources Inc.
(exploration stage company) at June 30, 2000 and the statement of operations,
stockholders' equity, and cash flows for the period from November 16, 1999 (date
of 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates by management
as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Glen Manor Resource Inc. at
June 30, 2000, and the results of operations, and cash flows for the period from
November 16, 1999 (date of 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. The Company is in the exploration
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 5. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
July 20, 2000
29
<PAGE>
GLEN MANOR RESOURCES INC.
(EXPLORATION STAGE COMPANY)
BALANCE
JUNE 30, 2000
================================================================================
ASSETS
CURRENT ASSETS
Cash $ 7,544
--------
Total Current Assets 7,544
--------
OTHER ASSETS
Mineral lease - Note 3 --
--------
$ 7,544
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,250
--------
Total Current Liabilities 2,250
--------
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 11,783,220 shares issued and outstanding 11,783
Capital in excess of par value 19,561
Deficit accumulated during the development stage (26,050)
--------
Total Stockholders' Equity 5,294
--------
$ 7,544
========
The accompanying notes are an integral part of these financial statements.
30
<PAGE>
GLEN MANOR RESOURCES INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD NOVEMBER 16, 1999 (DATE OF INCEPTION) TO JUNE 30, 2000
================================================================================
REVENUES $ --
EXPENSES 26,050
-----------
NET LOSS $ (26,050)
===========
NET LOSS PER COMMON SHARE
Basic $ --
===========
AVERAGE OUTSTANDING SHARES
Basic 7,704,600
===========
The accompanying notes are an integral part of these financial statements.
31
<PAGE>
GLEN MANOR RESOURCES INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD NOVEMBER 6, 1999 (DATE OF INCEPTION)
TO JUNE 30, 2000
================================================================================
<TABLE>
<CAPTION>
COMMON STOCK CAPITAL IN
-------------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE NOVEMBER 16, 1999 (date of inception) -- $ -- $ -- $ --
Issuance of common stock for cash
at $.001 - November and December 1999 6,000,000 6,000 -- --
Issuance of common stock for cash
at $0.002 - January 2000 5,750,000 5,750 5,750 --
Issuance of common stock for cash
at $0.20 - January 2000 33,220 33 6,611 --
Contribution to capital by officer-
expenses -- -- 7,200 --
Net operating loss for the period from
November 6, 1999 to June 30, 2000 -- -- -- (26,050)
---------- ---------- ---------- ---------
BALANCE JUNE 30, 2000 11,783,220 $ 11,783 $ 19,561 (26,050)
========== ========== ========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
32
<PAGE>
GLEN MANOR RESOURCES INC.
(EXPLORATION STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD NOVEMBER 16, 1999 (DATE OF INCEPTION) TO JUNE 30, 2000
================================================================================
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $(26,050)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in accounts payable 2,250
Contributions to capital - expenses 7,200
Net cash flow from operations (16,600)
-------
CASH FLOWS FROM INVESTING
ACTIVITIES: -
--------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 24,144
-------
Net increase in cash 7,544
Cash at beginning of period -
--------
Cash at end of period $ 7,544
========
SCHEDULE OF NONCASH INVESTING OPERATING ACTIVITIES
Contributions to capital by officer - expenses $ 7,200
========
The accompanying notes are an integral part of these financial statements.
33
<PAGE>
GLEN MANOR RESOURCES INC.
(EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
November 16, 1999 with authorized common stock of 200,000,000 shares with
$.001 par value.
The Company was organized for the purpose of acquiring and developing
mineral properties. At the report date mineral claims, with unknown
reserves, had been acquired. The Company has not established the existence
of a commercially minable ore deposit and therefore has not reached the
development stage and is considered to be in the exploration stage. (see
note 3).
Since inception the Company has completed Regulation D offerings of
11,783,220 shares of its capital stock for cash.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On June 30, 2000, the Company had a net operating loss carry forward of
$26,050. The tax benefit from the loss carry forward has been fully offset
by a valuation reserve because the use of the future tax benefit is
doubtful since the Company has no operations.
The loss carry forward expires in the year 2021.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the
weighted average number of shares actually outstanding. Diluted net income
(loss) per share are computed using the weighted average number of common
shares and common equivalent shares outstanding as if shares had been
issued on the exercise of the preferred share rights unless the exercise
becomes antidilutive and then only the basic per share amounts are shown in
the report.
34
<PAGE>
GLEN MANOR RESOURCES INC.
(EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued
Capitalization of Mining Claim Costs
Costs of acquisition, exploration, carrying, and retaining unproven properties
are expensed as incurred. Cost incurred in proving and developing a property
ready for production are capitalized and amortized over the life of the mineral
deposit or over a shorter period if the property is shown to have an impairment
in value. Expenditures for mine equipment will be capitalized and depreciated
over their useful lives.
Environmental Requirements
At the report date environmental requirements related to the mineral claims
acquired are unknown and therefore an estimate of any future cost cannot be
made.
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standard No. 130. The
adoption of this standard had no impact on the total stockholders' equity.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
35
<PAGE>
GLEN MANOR RESOURCES INC.
(EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
================================================================================
3. MINERAL CLAIMS
The Company acquired 20 mineral claims known as the Rust Pond-Ghost Pond claims
located 10km SE of Springdale and 2.5km S of Roberts Arm in North-Central
Newfoundland.
The claims have not been proven to have a commercially minable ore reserve and
therefore all cost of exploration and retaining the properties have been
expensed.
The claims may be retained by the Company by the completion of yearly assessment
work or a payment of amounting to $2,000. The next assessment work or payment is
due in March 10, 2001.
4. RELATED PARTY TRANSACTIONS
Related parties have acquired 51% of the common stock.
5. GOING CONCERN
The Company will need additional working capital to be successful in its planned
activity and continuation of the Company as a going concern is dependent upon
obtaining additional working capital and the management of the Company has
developed a strategy, which it believes will accomplish this objective through
additional equity funding, and long term financing, which will enable the
Company to operate in the coming year.
36
<PAGE>
PART 111
ITEM 1. INDEX TO EXHIBITS
EXHIBIT
NO.
---
(2) Charter and By-Laws
(a) Articles of Incorporation of GLEN MANOR RESOURCES INC. filed
November 15, 1999 (filed herewith, page 39)
(b) Bylaws (filed herewith, page 42)
(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith,
page 53)
(5) Voting Trust Agreements
None
(6) Material Contracts
(a) Not made in the ordinary course of business
(i) Transfer Agent and Registrar Agreement between
Registrant and Nevada Agency & Trust Co., dated October
22, 1998 (filed herewith, page 54)
(10) Consent of Experts and Counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent
certified public accountants (filed herewith, page 57)
(11) Statement Re: Computation of Per Share Earnings
Not applicable
(16) Letter of Change in Certifying Accountant
Not applicable
(21) Subsidiaries of the Registrant
Not applicable
(24) Power of Attorney
Note
(27) Financial Data Schedule Worksheet (filed herewith, page 58)
(99) Addition Exhibits - not applicable
ITEM 2. DESCRIPTIONS OF EXHIBITS
[Attached, pages 39 through 60]
37
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant has caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
GLEN MANOR RESOURCES INC
(Registrant)
by /s/ "Michael G. Fisher"
-----------------------------
Michael G. Fisher
President and Director
Dated: September 22, 2000
38
