<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMMODORE MINERALS, INC.
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
NEVADA 98-0336945
------ -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Grayson Hand
Suite 414, 1859 Spyglass Place
Vancouver, BC, Canada V5Z 4K6
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(Name and address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (604) 872-4107
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 securities for an
offering pursuant to Rule 462(b) 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(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, check the following box. |__|
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE AMOUNT TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED UNIT (1) PRICE (2) FEE (2)
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Common Stock 6,544,000 shares $0.25 $1,636,000 $434
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(1) Based on last sales price on November 30, 2000
(2) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
THE 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 SECTION 8(a), MAY DETERMINE.
COPIES OF COMMUNICATIONS TO:
Michael A. Cane, Esq.
2300 W. Sahara Blvd.,
Suite 500 - Box 18
Las Vegas, NV 89102
(702) 312-6255
Agent for Service of Process
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SUBJECT TO COMPLETION, Dated January 2, 2001
PROSPECTUS
COMMODORE MINERALS, INC.
6,544,000 SHARES
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering all of
our shares of common stock offered through this prospectus. The
shares were acquired by the selling shareholders directly from us in
two private offerings that were exempt from registration under the US
securities laws.
Our common stock is presently not traded on any market or securities
exchange.
----------------
The purchase of the securities offered through this prospectus
involves a high degree of risk. See section entitled "Risk Factors"
on pages 4 - 8.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
----------------
The Date Of This Prospectus Is: January 2, 2001
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TABLE OF CONTENTS
PAGE
----
Summary .............................................................. 3
Risk Factors ......................................................... 4
Additional Financing .............................................. 4
Option Payments and Capital Expenditure Requirements .............. 4
Recent Commencement of Business Operations --
High Risk of Business Failure ................................... 5
Recent Commencement of Business Operations -- Operating Losses .... 5
Speculative Nature of Exploration of Mining Properties ............ 5
Commercial Production ............................................. 5
Hiring And Retaining Key Personnel ................................ 6
Clear Title to the Mining Properties .............................. 6
Competition ....................................................... 6
Burdensome Government Regulation .................................. 7
Our President, Mr. Grayson Hand, Owns 51.7% Of Our Stock .......... 7
Volatile Stock Price .............................................. 7
Selling Large Number of Shares In A Block ......................... 8
Drop In Stock Price -- Securities Litigation ..................... 8
Use of Proceeds ...................................................... 8
Determination of Offering Price ...................................... 8
Dilution ............................................................. 9
Selling Shareholders ................................................. 9
Plan of Distribution ................................................. 15
Legal Proceedings .................................................... 16
Directors, Executive Officers, Promoters and Control Persons ......... 16
Security Ownership of Certain Beneficial Owners and Management ....... 17
Description of Securities ............................................ 18
Interest of Named Experts and Counsel ................................ 18
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ........................................ 19
Organization Within Last Five Years .................................. 19
Description of Business .............................................. 19
Plan of Operations ................................................... 23
Description of Property .............................................. 24
Certain Relationships and Related Transactions ....................... 24
Market for Common Equity and Related Stockholder Matters ............. 25
Executive Compensation ............................................... 26
Financial Statements ................................................. 28
Changes in and Disagreements with Accountants ........................ 29
Available Information ................................................ 29
Until ______, all dealers that effect transactions in these
securities whether or not participating in this offering, may be
required to deliver a prospectus. This is in addition to the dealer'
obligation to deliver a prospectus when acting as underwriters and
with respect to their unsold allotments or subscriptions.
2
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SUMMARY
Commodore Minerals, Inc.
We are in the business of mineral exploration; although, to date, we
have relied upon the mineral exploration of others and have not yet
conducted such exploration ourselves. We have acquired an option to
acquire a 51% interest in a sixteen unit mineral claim located in the
Province of British Columbia, Canada. This mineral property is
referred to as the Clisbako mineral claims. This option is
exercisable by us completing further cash payments to the optionor
and by completing minimum required exploration expenditures on the
Clisbako mineral claims.
Our objective is to conduct mineral exploration activities on these
mineral claims in order to assess whether they possess commercially
exploitable reserves of gold. We have not, nor has any
predecessor, identified any commercially exploitable reserves. Our
proposed exploration program is designed to explore for commercially
exploitable deposits.
We were incorporated on September 20, 2000 under the laws of the state
of Nevada. Our principal offices are located at Suite 414, 1859
Spyglass Place, Vancouver, British Columbia, Canada.
The Offering
Securities Being Offered Up to 6,544,000 shares of common stock. The
offering price will be determined by market
factors and the independent decisions of the
selling shareholders.
Minimum Number of Shares None.
To Be Sold in This Offering
Securities Issued
And to be Issued 13,544,000 shares of our common stock are
issued and outstanding as of the date of this
prospectus. All of the common stock to be
sold under this prospectus will be sold by
existing shareholders.
Use of Proceeds We will not receive any proceeds from the
sale of the common stock by the selling
shareholders.
3
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RISK FACTORS
An investment in our common stock involves a high degree of risk.
You should carefully consider the risks described below and the other
information in this prospectus and any other filings we may make with
the United States Securities and Exchange Commission in the future
before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could
be seriously harmed. The trading price of our common stock could
decline due to any of these risks, and you may lose all or part of
your investment.
RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL
If We Do Not Obtain Additional Financing, Our Business Will Fail
We had cash in the amount of $75,855 of November 30, 2000. We
currently do not have any operations and we have no income. Our
business plan calls for significant expenses in connection with the
development and exploration of our optioned mineral claims. While we
have sufficient funds to carry out phase one of the recommended
exploration program on the Clisbako Mineral Claims, we will require
additional financing in order to complete the full-recommended
exploration program. We will also require additional financing if the
costs of the exploration and development of our optioned mineral claims
are greater than anticipated. We will require additional financing to
sustain our business operations if we are not successful in earning
revenues once exploration and development is complete. We do not
currently have any arrangements for financing and we can provide no
assurance to investors that we will be able to find such financing if
required. Obtaining additional financing would be subject to a number
of factors, including market prices for gold, investor acceptance of
our property, and investor sentiment. These factors may make the
timing, amount, terms or conditions of additional financing unavailable
to us.
The most likely source of future funds presently available to us is
through the sale of equity capital. Any sale of share capital will
result in dilution to existing shareholders. The only other
anticipated alternative for the financing of further exploration would
be the offering by us of an interest in our properties to be earned by
another party or parties carrying out further exploration or
development thereof, which is not presently contemplated.
If We Do Not Complete the Required Option Payments and Capital
Expenditure Requirements Mandated In Our Option, We Will Lose Our
Interest in the Clisbako Mineral Claims and Our Business May Fail
We are obligated to make additional option payments and incur
exploration expenditures on our optioned mineral claims in order to
exercise the option and obtain a 51% interest in the Clisbako mineral
claims. We must make additional option payments in the amount of
$235,000 and incur exploration expenditures in the amount of
$1,357,500 in order to exercise this option. While our existing cash
reserves are sufficient to enable us to complete phase one of the
geological exploration program recommended on our optioned mineral
claims, we will require substantial additional capital to fund the
continued exploration of our optioned mineral claims in order to
exercise the option. In addition, we will require substantial
additional capital in order to exercise the option. If we do not
make the additional option payments or meet the exploration
expenditures required by the option agreement, we will forfeit our
interest in the optioned mineral claims and will have no interest in
the optioned mineral claims. We have no agreements for additional
financing and we can provide no
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assurance to investors that additional funding will be available to us
on acceptable terms, or at all, to continue operations, to fund new
business opportunities or to execute our business plan. If we lose
our interest in the optioned mineral claims, then there is a substantial
risk that our business will fail.
Because We Have Only Recently Commenced Business Operations, We Face
A High Risk of Business Failure
We were incorporated in September 2000 and to date have been involved
primarily in organizational activities and the acquisition of the
optioned mineral claims. We have not earned any revenues as of the
date of this prospectus. Potential investors should be aware of the
difficulties normally encountered by new mineral exploration
companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems,
expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we
plan to undertake. These potential problems include, but are not
limited to, unanticipated problems relating to exploration and
development, and additional costs and expenses that may exceed
current estimates. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and we
can provide investors with no assurance that we will generate any
operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely
fail.
Because We Have Only Recently Commenced Business Operations, We
Expect to Incur Operating Losses For The Foreseeable Future
We have never earned revenues and we have never been profitable.
Prior to completion of our exploration stage, we anticipate that we
will incur increased operating expenses without realizing any
revenues. We therefore expect to incur significant losses into the
foreseeable future. We recognize that if we are unable to generate
significant revenues from the exploration and development of our
optioned mineral claims, we will not be able to earn profits or
continue operations.
Because of the Speculative Nature of Exploration of Mining
Properties, There is Substantial Risk that This Business Will Fail
We can provide investors with no assurance that the Clisbako mineral
claims that we have optioned contain commercially exploitable
reserves of gold. Exploration for minerals is a speculative venture
necessarily involving substantial risk. The expenditures to be made
by us in the exploration of the optioned mineral properties may not
result in the discovery of commercial quantities of ore. Hazards
such as unusual or unexpected formations and other conditions are
involved in mineral exploration and development and often result in
unsuccessful exploration efforts. We may also become subject to
liability for pollution, cave-ins or hazards against which we cannot
insure or against which we may elect not to insure. The payment of
such liabilities may have a material adverse effect on our financial
position.
Even If We Discover Commercial Reserves Of Precious Metals On Our
Optioned Mineral Properties, We May Not Be Able To Successfully
Obtain Commercial Production
The optioned mineral properties do not contain any known bodies of
ore. If our exploration programs are successful in establishing ore
of commercial tonnage and grade, we will require additional funds in
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order to place the Clisbako mineral claims into commercial
production. At this time we can provide no assurance to investors
that we will be able to do so.
RISKS RELATED TO OUR MARKET AND STRATEGY
If We Are Unable To Hire And Retain Key Personnel, We May Not Be Able
To Implement Our Business Plan And Our Business Will Fail
Our success will be largely dependent on our ability to hire highly
qualified personnel. This is particularly true in highly technical
businesses such as mineral exploration. These individuals may be in
high demand and we may not be able to attract the staff we need. In
addition, we may not be able to afford the high salaries and fees
demanded by qualified personnel, or may lose such employees after
they are hired. Currently, we have not hired any key personnel. Our
failure to hire key personnel when needed would have a significant
negative effect on our business.
If We Do Not Obtain Clear Title to the Mining Properties, Our Business
May Fail
While we have obtained geological reports with respect to the
optioned mineral properties, this should not be construed as a
guarantee of title. The properties may be subject to prior
unregistered agreements or transfers or native land claims, and title
may be affected by undetected defects. Our optioned mining
properties have not been surveyed and therefore, the precise
locations and areas of the properties may be in doubt.
If We Are Not Able to Effectively Respond to Competitors, Our Business
May Fail
The mining industry, in general, is intensively competitive and we can
provide no assurance to investors even if commercial quantities of ore
are discovered that a ready market will exist for the sale of any ore
we may later find. Numerous factors beyond our control may affect the
marketability of any substances discovered. These factors include:
* market fluctuations,
* the proximity and capacity of natural resource markets and
processing equipment,
* government regulations, including regulations relating to:
o prices,
o taxes,
o royalties,
o land tenure,
o land use,
o importing and exporting of minerals, and
o environmental protection.
The exact effect of these factors cannot be accurately predicted, but
the combination of these factors may result in our not receiving an
adequate return on invested capital.
6
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RISKS RELATED TO LEGAL UNCERTAINTY
If We Become Subject To Burdensome Government Regulation Or Other
Legal Uncertainties, Our Business Will Be Negatively Effected
There are several governmental regulations that materially restrict
the use and development of ore. In addition, the legal and regulatory
environment that pertains to the exploration of ore is uncertain and
may change. Uncertainty and new regulations could increase our costs
of doing business and prevent us from exploring or developing ore
deposits. The growth of demand for ore may also be significantly
slowed. This could delay growth in potential demand for and limit our
ability to generate revenues. In addition to new laws and
regulations being adopted, existing laws may be applied to mining
that have not as yet been applied. These new laws may increase our
cost of doing business with the result that our financial condition
and operating results may be harmed.
RISKS RELATED TO THIS OFFERING
Because Our President, Mr. Grayson Hand, Owns 51.7% Of Our
Outstanding Common Stock, Investors May Find That Future Corporate
Decisions Are Controlled By Mr. Hand Whose Interests May Differ From
the Interests Of Other Stockholders
Mr. Grayson Hand, our director and President, owns approximately
51.7% of the outstanding shares of our common stock. Accordingly, he
will have a significant influence in determining the outcome of all
corporate transactions or other matters, including mergers,
consolidations and the sale of all or substantially all of our
assets, and also the power to prevent or cause a change in control.
The interests of Mr. Hand may differ from the interests of the other
stockholders. Factors that could cause the interests of Mr. Hand to
differ from the interest of other stockholders include the impact of
a corporate transaction on Mr. Hand's business time and the ability
of Mr. Hand to continue to manage our business.
Mr. Hand is presently required to spend 15% of his business time on
business management services for our company. While Mr. Hand
presently possesses adequate time to attend to our interests, it is
possible that the demands on Mr. Hand from his other obligations
could increase with the result that he would no longer be able to
devote sufficient time to the management of our business. In
addition, Mr. Hand may not possess sufficient time for our business
if the demands of managing our business increased substantially
beyond current levels. Competing demands on Mr. Hand's business time
may cause Mr. Hand to have differing interests in approving
significant corporate transactions than other stockholders.
If A Market For Our Common Stock Develops, Our Stock Price May Be
Volatile
There is currently no market for our common stock and we can provide
no assurance to investors that a market will develop. We currently
plan to apply for listing of our common stock on the NASD over the
counter bulletin board upon the effectiveness of the registration
statement of which this prospectus forms a part. However, we can
provide investors with no assurance that our shares will be traded on
the bulletin board or, if traded, that a public market will
materialize. If a market does develop, however, we anticipate that
the market price of our common stock will be subject to wide
fluctuations in response to several factors, including:
(1) actual or anticipated variations in our results of
operations;
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(2) our ability or inability to generate new revenues;
(3) increased competition; and
(4) conditions and trends in the mining industry.
Further, if our common stock is traded on the NASD over the counter
bulletin board, our stock price may be impacted by factors that are
unrelated or disproportionate to our operating performance. These
market fluctuations, as well as general economic, political and
market conditions, such as recessions, interest rates or
international currency fluctuations may adversely affect the market
price of our common stock.
If the Selling Shareholders Sell a Large Number of Shares All at Once
or In Blocks, The Market Price of Our Shares Would Most Likely Decline.
The selling shareholders are offering 6,544,000 shares of our common
stock through this prospectus. The selling shareholders are not
restricted in the price they can sell the common stock. Our common
stock is presently not traded on any market or securities exchange,
but should a market develop, shares sold at a price below the current
market price at which the common stock is trading may cause that
market price to decline. Moreover, an offer or sale of large
numbers of shares at any price may cause the market price to fall.
The outstanding shares of common stock covered by this prospectus
represent 48.3% of the common shares outstanding as of the date of
this prospectus.
If Our Stock Price Drops Significantly, We May Become Subject To
Securities Litigation That Would Result In A Harmful Diversion Of Our
Business Resources
In the past, following periods of volatility in the market price of a
particular company's stock, securities class action litigation has
been brought against that company. Any litigation arising from the
volatility in the price of our common stock could have an adverse
effect on our business, financial condition and results of
operations.
Forward-Looking Statements
This prospectus contains forward-looking statements that involve
risks and uncertainties. We use words such as anticipate, believe,
plan, expect, future, intend and similar expressions to identify such
forward-looking statements. You should not place too much reliance
on these forward-looking statements. Our actual results are most
likely to differ materially from those anticipated in these forward-
looking statements for many reasons, including the risks faced by us
described in the this Risk Factors section and elsewhere in this
prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
We will not determine the offering price of the common stock. The
offering price will be determined by market factors and the
independent decisions of the selling shareholders.
8
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DILUTION
The common stock to be sold by the selling shareholders is common
stock that is currently issued and outstanding. Accordingly, there
will be no dilution to our existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of
the 6,544,000 shares of common stock offered through this prospectus.
The shares include the following:
1. 6,500,000 shares of our common stock that the selling
shareholders acquired from us in an offering that was exempt
from registration under Regulation S of the Securities Act of
1933 and completed on November 17, 2000;
2. 44,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from
registration under Regulation S of the Securities Act of 1933
and completed on November 30, 2000;
The following table provides as of December 30, 2000, information
regarding the beneficial ownership of our common stock held by each
of the selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering;
4. the percentage owned by each; and
5. the identity of the beneficial holder of any entity that owns
the shares.
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
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Glenn Bailey 1,000 1,000 NIL NIL
Suite 304,
1110 Hamilton Street
Vancouver, BC V6B 2S2
Nicola Bailey 1,000 1,000 NIL NIL
Suite 304,
1110 Hamilton Street
Vancouver, BC V6B 2S2
Diane M. Barley 650,000 650,000 NIL NIL
2060 Gisby Street
West Vancouver,
BC V7V 4N3
9
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TABLE IS CONTINUED FROM PAGE 9
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
Jack W. Barley 1,000 1,000 NIL NIL
70 Masstown Road
RR# 1,
Debert,
NS B0M 1G0
James W. Barley 650,000 650,000 NIL NIL
RR# 1 Debert,
NS B0M 1G0
Philip F. Barley 1,000 1,000 NIL NIL
RR# 1,
Debert,
NS B0M 1G0
Steve Bastable 1,000 1,000 NIL NIL
3012 West 12th Avenue
Vancouver, BC V6K 2K5
Graeme Blaney 1,000 1,000 NIL NIL
413 -651 Moberly Road
Vancouver, BC V5Z 4B2
James Bordian 650,000 650,000 NIL NIL
12750 54th Avenue
Surrey, BC V3X 3C2
Kurt Bordian 1,000 1,000 NIL NIL
347 - 101-1001 West
Broadway
Vancouver, BC V6A 4E4
Myrl Bordian 1,000 1,000 NIL NIL
12750 54th Avenue
Surrey, BC V3X 3C2
Anita Bowes 1,000 1,000 NIL NIL
3076 West 37th Avenue
Vancouver, BC V6N 2V2
Edward Bowes 1,000 1,000 NIL NIL
3076 West 37th Avenue
Vancouver, BC V6N 2V2
10
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TABLE IS CONTINUED FROM PAGE 10
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
Joseph Bowes 1,000 1,000 NIL NIL
3639 Garibaldi Drive
North Vancouver,
BC V7H 2W2
Decay Holdings Ltd. 2,000 2,000 NIL NIL
3772 West 23rd Avenue
Vancouver, BC V6S 1K7
Beneficial Owner:
David Kapusianyk
Kenneth Dong 650,000 650,000 NIL NIL
402 - 2125 West 2nd Avenue
Vancouver, BC V6K 1H7
Rodney N. Duncan 1,000 1,000 NIL NIL
1650 - 999 West Hastings Street
Vancouver, BC V6C 2W2
Linda Erdman 1,000 1,000 NIL NIL
1397 Matthews Avenue
Vancouver, BC V6H 1W7
Deidre Hopkins 1,000 1,000 NIL NIL
G/10 Hilltop Crescent
Fairlight, NSW
2094, Australia
International European
Realty Limited 650,000 650,000 NIL NIL
St. Andrews Court, Fredrick Street
PO Box N- 4805, Nassau, Bahamas
Beneficial: Hermann-Josef Hermanns
Leslie Kapusianyk 2,000 2,000 NIL NIL
3772 West 23rd Avenue
Vancouver, BC V6S 1K7
Gordon A. Keevil 1,000 1,000 NIL NIL
3790 Southridge Avenue
West Vancouver, BC V7V 3J1
11
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TABLE IS CONTINUED FROM PAGE 11
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
Francine Legault 1,000 1,000 NIL NIL
3639 Garibaldi Drive
North Vancouver, BC
V7H 2W2
Joseph W. Lewis 650,000 650,000 NIL NIL
601- 655 Moberly Road
Vancouver, BC V5Z 4B2
Rudi Marof 650,000 650,000 NIL NIL
8411 Golden Bear Place
Whistler, BC V0N 1B8
Bill McGinty 1,000 1,000 NIL NIL
2114 Nanton Avenue
Vancouver, BC V6L 3C7
Debra Mol 1,000 1,000 NIL NIL
9035 162A Street
Surrey, BC V4N 3L6
Lauren Mol 1,000 1,000 NIL NIL
9035 162A Street
Surrey, BC V4N 3L6
Raymond Mol 650,000 650,000 NIL NIL
9035 162A Street
Surrey, BC V4N 3L6
Tara Mol 1,000 1,000 NIL NIL
9035 162A Street
Surrey, BC V4N 3L6
Tessa Mol 1,000 1,000 NIL NIL
9035 162A Street
Surrey, BC V4N 3L6
Angela D. O'Neill 1,000 1,000 NIL NIL
126 - 1185 Pacific Street
Coquitlam, BC V3B 7Z2
12
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TABLE IS CONTINUED FROM PAGE 12
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
Michelle O'Neill 2,000 2,000 NIL NIL
833 Sprice Avenue
Coquitlam, BC V3J 2P2
Stephen F.X. O'Neill 2,000 2,000 NIL NIL
833 Sprice Avenue
Coquitlam, BC V3J 2P2
Elizabeth K. Provenzano 1,000 1,000 NIL NIL
5467 Monte Bre Crescent
West Vancouver, BC V7W 3A7
Michael F. Provenzano 1,000 1,000 NIL NIL
5467 Monte Bre Crescent
West Vancouver, BC V7W 3A7
Mark Reynolds 1,000 1,000 NIL NIL
203 - 4323 Gallant Avenue
North Vancouver, BC V7G 2C1
Jennifer Schmidt 650,000 650,000 NIL NIL
205 - 1850 8th Avenue
Vancouver, BC V6J 5G3
Lorne Schmidt 1,000 1,000 NIL NIL
#205, 1850 8th Avenue
Vancouver, BC V6J 5G3
Patricia Smith 1,000 1,000 NIL NIL
Suite 202,
470 Granville Street
Vancouver, BC V6C 1V5
Roy C. Smith 1,000 1,000 NIL NIL
Suite 202,
470 Granville Street
Vancouver, BC V6C 1V5
Clive Stevens 650,000 650,000 NIL NIL
2125 West 2nd Avenue
Vancouver, BC V6K 1H7
13
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TABLE IS CONTINUED FROM PAGE 13
Total
Shares Total Number Shares To
Owned Of Shares To Be Owned Percent
Prior Be Offered Upon Com- Owned Upon
Name Of To This For Selling Pletion Of Completion
Selling Offer- Shareholders This Of This
Stockholder Ing Account Offering Offering
-------------------------------------------------------------------------
Donald Sutherland 1,000 1,000 NIL NIL
3011 West 15th Avenue
Vancouver, BC V6K 3A5
Gerda Taylor 1,000 1,000 NIL NIL
609 - 1267 Marinaside
Crescent
Vancouver, BC V6Z 2X5
Jennifer Taylor 2,000 2,000 NIL NIL
5488 Monte Bre
Crescent
West Vancouver, BC
V7W 3B1
Michael Taylor 2,000 2,000 NIL NIL
5488 Monte Bre
Crescent
West Vancouver, BC
V7W 3B1
Paul Woodward 1,000 1,000 NIL NIL
5386 Westhaven Wynd
West Vancouver, BC
V7W 3E8
Ron Zokol 1,000 1,000 NIL NIL
9591 Kilby Drive
Richmond, BC
V6X 3A2
-------------------------------------------------------------------------
Except as otherwise noted in the above list, the named party
beneficially owns and has sole voting and investment power over all
shares or rights to these shares. The numbers in this table assume
that none of the selling shareholders sells shares of common stock
not being offered in this prospectus or purchases additional shares
of common stock, and assumes that all shares offered are sold. The
percentages are based on 13,544,000 shares of common stock
outstanding on November 30, 2000.
Other than Mr. Gordon Keevil, none of the selling shareholders or
their beneficial owners:
* has had a material relationship with the company other than
as a shareholder at any time within the past three years; or
* has ever been an officer or directors of the company or any
of its predecessors or affiliates.
Mr. Keevil is one of our directors and has granted to us the option
to acquire a 51% interest in the Clisbako mineral claims. See below
under Description of Business. Mr. Keevil is the owner of 1,000
shares of our common stock.
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PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock
in one or more transactions, including block transactions:
1. On such public markets or exchanges as the common stock may
from time to time be trading;
2. In privately negotiated transactions;
3. Through the writing of options on the common stock;
4. In short sales; or
5. In any combination of these methods of distribution.
The sales price to the public may be:
1. The market price prevailing at the time of sale;
2. A price related to such prevailing market price; or
3. Such other price as the selling shareholders determine from
time to time.
The shares may also be sold in compliance with the Securities and
Exchange Commission's Rule 144.
The selling shareholders may also sell their shares directly to
market makers acting as principals or brokers or dealers, who may act
as agent or acquire the common stock as a principal. Any broker or
dealer participating in such transactions as agent may receive a
commission from the selling shareholders, or, if they act as agent
for the purchaser of such common stock, from such purchaser. The
selling shareholders will likely pay the usual and customary
brokerage fees for such services. Brokers or dealers may agree with
the selling shareholders to sell a specified number of shares at a
stipulated price per share and, to the extent such broker or dealer
is unable to do so acting as agent for the selling shareholders, to
purchase, as principal, any unsold shares at the price required to
fulfill the respective broker's or dealer's commitment to the selling
shareholders. Brokers or dealers who acquire shares as principals may
thereafter resell such shares from time to time in transactions in a
market or on an exchange, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices,
and in connection with such re-sales may pay or receive commissions
to or from the purchasers of such shares. These transactions may
involve cross and block transactions that may involve sales to and
through other brokers or dealers. If applicable, the selling
shareholders may distribute shares to one or more of their partners
who are unaffiliated with us. Such partners may, in turn, distribute
such shares as described above. We can provide no assurance that all
or any of the common stock offered will be sold by the selling
shareholders.
We are bearing all costs relating to the registration of the common
stock. The selling shareholders, however, will pay any commissions
or other fees payable to brokers or dealers in connection with any
sale of the common stock.
The selling shareholders must comply with the requirements of the
Securities Act and the Securities Exchange Act in the offer and sale
of the common stock. In particular, during such times as the selling
shareholders may be deemed to be engaged in a distribution of the
common stock, and therefore be considered to be an underwriter, they
must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with
our common stock;
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2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to
time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to
induce any person to purchase any of our securities other than
as permitted under the Securities Exchange Act.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Commodore
Minerals' agent for service of process in Nevada is Michael A. Cane,
2300 West Sahara Avenue, Suite 500, Box 18, Las Vegas, Nevada 89102.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officers and directors and their respective ages as of
December 30, 2000 are as follows:
Directors:
Name of Director Age
---------------- ---
Grayson Hand 63
Gordon Keevil 47
Executive Officers:
Name of Officer Age Office
---------------- --- ------
Grayson Hand 63 President, Secretary and Treasurer
Chief Executive Officer
Set forth below is a brief description of the background and business
experience of each of our executive officers and directors for the
past five years.
Mr. Grayson Hand is our president, secretary, treasurer and chief
executive officer and is a member of our board of directors. Mr.
Hand was appointed to our board of directors on September 20, 2000.
Mr. Hand was appointed as our president on September 20, 2000. Mr.
Hand is a Vancouver businessman who has over 25 years of senior
management and executive level business experience. He has acted as
a director of Global Technologies Inc., Medical Polymers Technologies
Inc., Tanisys Technology Inc., Leigh Resource Corporation, and
Adventure Minerals Inc., each of which is a publicly traded company.
Mr. Hand was president of Leigh Resource Corporation from July 7,
1995 to January 21, 1997. Mr. Hand was appointed a director of Leigh
Resource Corporation in July, 1995 and remained a director of Leigh
Resource Corporation until September, 2000. Mr. Hand was a director
of Adventure Minerals Inc., a reporting company under the Securities
Exchange Act of 1934, from February 16, 1999 to September 15, 2000.
Mr. Hand's business experience includes senior
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management positions and ownership of companies in the communication
field as well as public companies.
Mr. Gordon A. Keevil is a director of the Company. He was appointed to
our board of directors on December 18, 2000. Mr. Keevil graduated with
a degree in geology from Queen's University in 1975 and has since early
1976 worked in natural resource exploration and development. He has
concentrated on exploration working predominately with listed junior
resource companies. He has served as a director or officer of a number
of Canadian Companies. Between 1976 and 1988, Mr. Keevil served as a
director and officer of Quinterra Resources Inc., Seaforth Mines Ltd.,
Highland Crow Resources Inc., Emerald Lake Resources Inc., all listed
on the Vancouver Stock Exchange, and Noramco Mining Corp., listed on
the Toronto Stock Exchange. From 1992 to 1993, Mr. Keevil was a
director and president of Dorado Resources, a private oil and gas
company in Calgary. From 1995 to 1996, he was a consultant to Spokane
Resources Ltd. and Ivory Oils and Minerals Inc. of Vancouver. Since
1997, Mr. Keevil has been a director and officer of Leigh Resource
Corporation of Vancouver, Canada. Since 1997, he has also been a
director of Stealth Ventures Ltd. of Vancouver, Canada. From August 12,
1999 to September 15, 2000, Mr. Keevil was a director of Adventure
Minerals Inc., a reporting company under the Securities Exchange Act of
1934. Mr. Keevil also serves as a consultant to exploration companies
active in the mineral resource industry.
Term of Office
Our Directors are appointed for a one-year term to hold office until
the next annual general meeting of our shareholders or until removed
from office in accordance with our bylaws. Our officers are
appointed by our board of directors and hold office until removed by
the board.
Significant Employees
We have no significant employees other than the officers and
directors described above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person
known to us to own more than 5% of our outstanding common stock as of
November 30, 2000, and by the officers and directors, individually
and as a group. Except as otherwise indicated, all shares are owned
directly.
Name and address Amount of Percent
Title of class of beneficial owner beneficial ownership of class
-------------- ------------------- -------------------- --------
Common Stock Grayson Hand 7,000,000 shares 51.7%
Director, President &
Chief Executive Officer
414, 1859 Spyglass Place
Vancouver, British Columbia
Common Stock Gordon Keevil 1,000 shares 0.007%
Director
3790 Southridge Avenue
West Vancouver, BC
V7V 3J1
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Common Stock All Officers and 7,001,000 shares 51.7%
Directors as a Group
that consists of two
people
The percent of class is based on 13,544,000 shares of common stock
issued and outstanding as of December 30, 2000.
DESCRIPTION OF SECURITIES
General
Our authorized capital stock consists of 100,000,000 shares of common
stock at a par value of $0.001 per share.
Common Stock
As of December 30, 2000, there were 13,544,000 shares of our common
stock issued and outstanding that were held by approximately forty-
eight (48) stockholders of record.
Holders of our common stock are entitled to one vote for each share
on all matters submitted to a stockholder vote. Holders of common
stock do not have cumulative voting rights. Therefore, holders of a
majority of the shares of common stock voting for the election of
directors can elect all of the directors. Holders of our common
stock representing a majority of the voting power of our capital
stock issued, outstanding and entitled to vote, represented in person
or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our
outstanding shares is required to effectuate certain fundamental
corporate changes such as liquidation, merger or an amendment to our
Articles of Incorporation.
Holders of common stock are entitled to share in all dividends that
the board of directors, in its discretion, declares from legally
available funds. In the event of a liquidation, dissolution or
winding up, each outstanding share entitles its holder to participate
pro rata in all assets that remain after payment of liabilities and
after providing for each class of stock, if any, having preference
over the common stock. Holders of our common stock have no pre-
emptive rights, no conversion rights and there are no redemption
provisions applicable to our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or
certified any part of this prospectus or having given an opinion upon
the validity of the securities being registered or upon other legal
matters in connection with the registration or offering of the common
stock was employed on a contingency basis, or had, or is to receive,
in connection with the offering, a substantial interest, direct or
indirect, in the registrant or any of its parents or subsidiaries.
Nor was any such person connected with the registrant or any of its
parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
Michael A. Cane of Cane & Company, LLC, our independent legal
counsel, has provided an opinion on the validity of our common stock.
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Morgan & Company, independent chartered accountants, of Vancouver,
British Columbia, audited our financial statements and presented
their report with respect to the audited financial statements. The
report of Morgan & Company was given upon their authority as experts
in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES
Our directors and officers are indemnified as provided by the Nevada
Revised Statutes and our Bylaws. We have been advised that in the
opinion of the Securities and Exchange Commission indemnification for
liabilities arising under the Securities Act is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being
registered, we will, unless in the opinion of our legal counsel the
matter has been settled by controlling precedent, submit the question
of whether such indemnification is against public policy to a court
of appropriate jurisdiction. We will then be governed by the court's
decision.
ORGANIZATION WITHIN LAST FIVE YEARS
We were incorporated on September 20, 2000 under the laws of the
state of Nevada.
We acquired an option to acquire an interest in certain mineral
claims situated in the Province of British Columbia, Canada on
November 20, 2000.
Mr. Grayson Hand, our president and a director, has been our sole
promoter since our inception. Other than the purchase of his stock
and a management agreement, Mr. Hand has not entered into any
agreement with us in which he is to receive from us or provide to us
any thing of value. Mr. Hand has acquired 7,000,000 shares of our
common stock at a price of $0.001 US per share. Mr. Hand paid a
total purchase price of $7,000 for these shares. Mr. Hand purchased
these shares on November 1, 2000.
DESCRIPTION OF BUSINESS
In General
We are an exploration stage company engaged in the acquisition,
exploration and development of mineral properties. We own an option
to acquire an interest in the mineral claims described below under
the heading Clisbako Mineral Claims Option Agreement. Our plan of
operations is to carry out exploration work on the Clisbako mineral
claims in order to ascertain whether these claims possess
commercially exploitable quantities of gold. There can be no
assurance that a commercially exploitable mineral deposit, or
reserve, exists in the Clisbako mineral claims until appropriate
exploratory work is done and an economic evaluation based on such
work concludes economic feasibility.
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Clisbako Mineral Claims Option Agreement
We have acquired the option to acquire a 51% interest in certain
mineral claims situated in the Province of British Columbia, Canada
that are referred to by us as the Clisbako mineral claims. We
acquired our interest in the Clisbako mineral claims pursuant to an
agreement dated November 22, 2000 between Mr. Gordon Keevil and us.
Mr. Keevil is the owner of the Clisbako mineral claims. We paid cash
consideration to Mr. Keevil for the grant of the option in the amount
of $2,500 effective November 22, 2000 upon execution of the option
agreement.
We are entitled to exercise the option to acquire the 51% interest in
the Clisbako mineral claims by completing the following payments to
Mr. Keevil and incurring the following required exploration
expenditures on the Clisbako mineral claims:
(A) paying to Mr. Keevil an aggregate of $235,000 in accordance with
the following schedule:
(1) $10,000 on or before November 22, 2001;
(2) $50,000 on or before November 22, 2002;
(3) $75,000 on or before November 22, 2003;
(4) $100,000 on or before November 22, 2004; and
(B) incurring an aggregate of $1,357,500 of property exploration
expenditures on the Clisbako mineral claims within the following
periods:
(1) $7,500 on or before October 31, 2001;
(2) a further $100,000.00 on or before October 31, 2002;
(3) a further $200,000.00 on or before October 31, 2003;
(4) a further $300,000.00 on or before October 31, 2004; and
(5) a further $750,000.00 on or before October 31, 2005.
We have advanced $3,750 towards a geological work program that we
plan to complete on the Clisbako mineral claims. Accordingly, we are
required to incur an additional $3,750 in exploration expenditures by
October 31, 2001 in order to preserve our option.
In the event that we spend, in any of the above periods, less than
the required sum, we may, at our option, pay to Mr. Keevil the
difference between the amount actually spent and the required
exploration expenditure in full satisfaction of the exploration
expenditures to be incurred. In the event that we spend, in any
period, more than the required sum, then the excess will be carried
forward and applied to the required exploration expenditures to be
incurred in subsequent periods. If we fail to make any required
payment or incur any required exploration expenditure, our option
will terminate and we will have no further rights to the Clisbako
mineral claims.
Property exploration expenditures include all costs of acquisition
and maintenance of the property, all expenditures on the exploration
and development of the property and all other costs and expenses of
whatsoever kind or nature, including those of a capital nature,
incurred or chargeable with respect to the exploration of the
property. In addition, until we shall have secured a 51% interest in
the Clisbako mineral claims, we are obligated to maintain in good
standing all mineral claims comprising the Clisbako mineral claims by
the doing and filing of assessment work or making of payments in lieu
thereof, by the payment of taxes and rentals, and the performance of
all other actions which may be necessary in that regard and in order
to keep the Clisbako mineral claims free and clear of all liens and
20
<PAGE>
other charges. All payments necessary to maintain the minerals
claims for the next twelve-month period have been completed.
Upon us acquiring a 51% interest in the Clisbako mineral claims by
exercise of our option, we will enter into a joint venture agreement
with Mr. Keevil for the purpose of further exploring and developing
and, if economically and politically feasible, constructing and
operating a mine on the Clisbako mineral claims.
Location of the Clisbako Mineral Claims
The Clisbako mineral claims are located in central British Columbia,
125 kilometers west of Quesnel, BC. The claims are located in the
Cariboo Mining Division of central British Columbia. The Clisbako
mineral claims are readily accessible by a network of logging roads
leading from the village of Nazko.
History of the Clisbako Mineral Claims
The Clisbako mineral claims consist of the sixteen unit Bako 5 claim.
Mr. Gordon Keevil acquired the Clisbako mineral claims by staking on
June 25, 2000.
The Clisbako mineral claims were the focus of intensive mineral
exploration between 1989 and 1996 to identify gold mineralization
within a prospective gold bearing geological formation identified on
the property. This geological formation has been traced over an area
measuring four kilometers by five kilometers. Eighty-Eight Resources
first discovered mineralization at the Clisbako mineral claims in
1989. The property was explored in 1991 and 1992 by Minnova who
concentrated on delineating and drill testing the original
discoveries. Phelps Dodge conducted work between 1994 and 1996 and
focused on developing new targets with the view to identifying a
large-scale gold resource. Prior owners have expended approximately
$1 million on exploration of the Clisbako mineral claims. These
expenditures include diamond drilling totaling 5,145 meters in 34
holes.
The claims comprising the Clisbako mineral claims held by prior
owners lapsed earlier this year. The Bako 5 claim was subsequently
staked by Mr. Gordon Keevil to cover the key areas of mineralization
identified by prior exploration. The 400-hectare claim was staked
June 25, 2000 and duly recorded at the office of the District
Recorder for the Province of British Columbia. Assessment
requirements have been met for the first year and the property is in
good standing until June 25, 2002.
Geological Report
We have obtained a geological evaluation report on the Clisbako
mineral claims. The geological report was prepared by Geoffrey
Goodall, B. Sc., P. Geo. The geological report summarizes the
results of the prior exploration of the Clisbako claims and the
geological formations on the property that were identified as a
result of this prior exploration.
In his geological report, Mr. Goodall recommends that an initial
geological work program comprised of data acquisition, compilation
and review of existing information be undertaken to fully assess the
potential of the Clisbako mineral claims. A site visit to the
Clisbako mineral claims and confirmation of sampling was recommended
as part of this initial ongoing investigation. A budget of $7,500 is
estimated to be required to support this initial geological work
program. The components of the budget for this initial geological
work program are as follows:
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Data Acquisition $2,000
Geological review - 10 days @ $325/day 3,250
Geochemical analyses - 50 samples @ $18 each 900
Travel Expenses - accommodation, board 400
Vehicle Rental - 4 days @ $100/day 400
Airfare - Vancouver to Quesnel, return 500
Miscellaneous 50
------------- ------
Total $7,500
We have determined to accept the recommendation of the geological
report and proceed with this initial geological work program. We
have engaged Mr. Goodall to undertake this initial work program and
we have advanced $3,750 to date to Mr. Goodall on account of the work
program. We will make a determination whether to proceed with an
additional staged exploration program upon completion of this initial
geological work program. The geological report recommended that any
subsequent exploration program include a geophysical survey of the
Clisbako mineral claims followed by diamond drilling of the key
targets identified through the analysis of the results of the
geophysical survey. The geological report estimates that this second
geological work program would cost approximately $100,000.
Compliance with Government Regulation
We will be required to comply with all regulations, rules and
directives of governmental authorities and agencies applicable to the
exploration of minerals in Canada generally, and in the Province of
British Columbia, specifically. In addition, production of minerals
in the Province of British Columbia will require prior approval of
applicable governmental regulatory agencies. We can provide no
assurance that such approvals will be obtained. The cost and delay
involved in attempting to obtain such approvals cannot be known at
this time.
We have budgeted for regulatory compliance costs in the proposed
exploration program recommended by the geological report. We will
have to sustain the cost of reclamation and environmental mediation
for all exploration (and development) work undertaken. The amount of
these costs is not known at this time as we do not know the extent of
the exploration program that will be undertaken beyond completion of
the recommended exploration program. Because there is presently no
information on the size, tenor, or quality of any resource or reserve
at this time, it is impossible to assess the impact of any capital
expenditures on earnings, our competitive position or us in the event
a potentially economic deposit is discovered.
If we enter into production, the cost of complying with permit and
regulatory environment laws will be greater than in phase one because
the impact on the project area is greater. Permits and regulations
will control all aspects of any production program if the project
continues to that stage because of the potential impact on the
environment.
Employees
We have no employees, other than Mr. Grayson Hand, our sole officer,
as of the date of this prospectus.
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The services of Mr. Hand are provided to us pursuant to a management
agreement with WFC Management Corporation, a company controlled by
Mr. Hand. We pay WFC Management Corporation a management fee of $750
per month in consideration for WFC Management Corporation providing
management and administration services for us. These services
include the services of Mr. Hand. The management agreement is for a
term commencing December 1, 2000 and expiring on December 31, 2001.
We do not pay any compensation to Mr. Hand solely for serving as a
director on our board of directors.
We conduct our business largely through agreements with consultants
and arms-length third parties.
Research and Development Expenditures
We have incurred exploration development expenditures in the amount
of $3,750 to date. We have not incurred any other research or
development expenditures since our incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or
trademark.
PLAN OF OPERATIONS
Plan of Operations
Our business plan is to proceed with the exploration of the Clisbako
mineral claims to determine whether there are commercially
exploitable reserves of gold on the Clisbako mineral claims. We have
decided to proceed with phase one of the exploration program
recommended by the geological report. We anticipate that phase one
of the recommended geological exploration program will cost
approximately $7,500. We had $75,355 in cash reserves as of November
30, 2000. Accordingly, we are able to proceed with phase one of the
exploration program without additional financing. Completion of
these exploration expenditures will also enable us to meet the
exploration expenditure requirement under the option agreement for
the period through October 31, 2001.
We will assess whether to proceed to phase two of the recommended
geological exploration program upon completion of an assessment of
the results of phase one of the geological exploration program. We
will require additional funding in the event that we decide to
proceed with phase two of the exploration program. The anticipated
cost of the phase two exploration program is $100,000 which is in
excess of our projected cash reserves remaining upon completion of
phase one of the exploration program. We anticipate that additional
funding will be in the form of equity financing from the sale of our
common stock. However, we cannot provide investors with any
assurance that we will be able to raise sufficient funding from the
sale of our common stock to fund phase two of the exploration
program. We believe that debt financing will not be an alternative
for funding phase two of the exploration program. We do not have any
arrangements in place for any future equity financing.
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We believe that our cash reserves are also sufficient to meet our
obligations for the next twelve month period to Mr. Hand under his
management agreement and to pay for the legal and accounting expense
of complying with our obligations as a reporting issuer under the
Securities Exchange Act of 1934. These expenses will be in addition
to the cost of completing phase one of the exploration program.
If we do not complete the cash payments or the exploration
expenditures required under the option agreement for the Clisbako
mineral claims, then our option in will terminate and we will lose
all our rights and interest in the Clisbako mineral claims. If we do
not secure additional financing to incur the required exploration
expenditures, we may consider bringing in a joint venture partner to
provide the required funding. We have not undertaken any efforts to
locate a joint venture partner. In addition, we cannot provide
investors with any assurance that we will be able to locate a joint
venture partner who will assist us in funding the exploration of the
Clisbako mineral claims. We may also pursue acquiring interests in
alternate mineral properties in the future.
Results Of Operations for Period Ending November 30, 2000
We did not earn any revenues during the period ending November 30,
2000. We do not anticipate earning revenues until such time as we
have entered into commercial production of our mineral properties.
We are presently in the exploration stage of our development and we
can provide no assurance that we will discover commercially
exploitable levels of mineral resources on our properties, or if such
resources are discovered, that we will enter into commercial
production of our mineral properties.
We incurred operating expenses in the amount of $8,596 for the period
ended November 30, 2000. These operating expenses were comprised
entirely of professional fees that were primarily attributable our
corporate organization and the acquisition of our option to acquire
an interest in the Clisbako mineral claims. We advanced $3,750 on
account of the initial geological work program during the period
ended November 30, 2000.
We incurred a loss of $8,596 for the period ending November 30, 2000.
We had cash of $75,355 as of November 30, 2000 and had working
capital of $71,904 as of November 30, 2000.
DESCRIPTION OF PROPERTY
We have an option to acquire a 51% interest in the Clisbako mineral
claims, as described in detail in Item 6 of Part I of this Prospectus
under the title Clisbako Mineral Claims Option Agreement. We do not
own or lease any property other than our option to acquire an
interest in the Clisbako Mineral Claims.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None of the following parties has, since our date of incorporation,
had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will
materially affect us:
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* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 10% of the voting rights attached to our
outstanding shares of common stock;
* Any of our promoters;
* Any relative or spouse of any of the foregoing persons who has
the same house as such person.
We have entered into a management agreement with WFC Management
Corporation, a company controlled by Mr. Grayson Hand, our President
and a director. We pay WFC Management Corporation a management fee
of $750 per month for a thirteen-month term in consideration for WFC
Management Corporation providing management and administration
services to us. These services include the services of Mr. Hand.
Our option to acquire a 51% interest in the Clisbako mineral claims
was granted to us by one of our directors, Mr. Gordon Keevil. This
agreement that is a critical part of our business and plan is
described in detail under the heading of Description of Business
above.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No Public Market for Common Stock
There is presently no public market for our common stock. We
anticipate applying for trading of our common stock on the over the
counter bulletin board upon the effectiveness of the registration
statement of which this prospectus forms a part. However, we can
provide no assurance that our shares will be traded on the bulletin
board or, if traded, that a public market will materialize.
Holders of Our Common Stock
As of the date of this registration statement, we had forty-eight
(48) registered shareholders.
Rule 144 Shares
A total of 7,000,000 shares of our common stock will be available for
resale to the public after November 1, 2001 in accordance with the
volume and trading limitations of Rule 144 of the Act. In general,
under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is
entitled to sell within any three month period a number of shares
that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then
outstanding which, in our case, will equal approximately 13,544
shares as of the date of this prospectus; or
2. the average weekly trading volume of the company's common stock
during the four calendar weeks preceding the filing of a notice
on form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions
and notice requirements and to the availability of current public
information about the company.
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Under Rule 144(k), a person who is not one of the company's
affiliates at any time during the three months preceding a sale, and
who has beneficially owned the shares proposed to be sold for at
least two
years, is entitled to sell shares without complying with the manner
of sale, public information, volume limitation or notice provisions
of Rule 144.
As of the date of this prospectus, persons who are our affiliates
hold all of the 7,000,000 shares that may be sold pursuant to Rule
144 after November 1, 2001.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders
or to any other persons.
Dividends
There are no restrictions in our articles of incorporation or bylaws
that prevent us from declaring dividends. The Nevada Revised
Statutes, however, do prohibit us from declaring dividends where,
after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the
usual course of business; or
2. our total assets would be less than the sum of our total
liabilities plus the amount that would be needed to satisfy the
rights of shareholders who have preferential rights superior to
those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any
dividends in the foreseeable future.
EXECUTIVE COMPENSATION
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or
paid to our executive officers by any person for all services
rendered in all capacities to us for the fiscal period ended November
30, 2000
Annual Compensation Long Term Compensation
------------------- ----------------------
Other All
Annual Other
Com- Com-
pen- Restricted pen-
sa- Stock Options/* LTIP sa-
Name Title Year Salary Bonus tion Awarded SARs (#)payouts($)tion
---- ----- ---- ------ ----- ------ ------- ------- --------- ----
Grayson
Hand President, 2000 $ 0 0 0 0 0 0 0
CEO and
Director
26
<PAGE>
Stock Option Grants
We did not grant any stock options to the executive officers during
our most recent fiscal year ended November 30, 2000. We have also not
granted any stock options to the executive officers since November
30, 2000.
Management Agreement
The services of Mr. Grayson Hand, our President and a director, are
provided to us pursuant to a management agreement with WFC Management
Corporation, a company controlled by Mr. Grayson Hand. We pay WFC
Management Corporation a management fee of $750 per month for a
thirteen-month term in consideration for WFC Management Corporation
providing management and administration services to us. These
services include the services of Mr. Hand.
We do not have any employment or consultant agreement with Mr. Keevil
and we do not pay Mr. Keevil any amount for acting as a director of
the Company.
27
<PAGE>
FINANCIAL STATEMENTS
Index to Financial Statements:
1. Auditors' Report;
2. Audited Financial Statements for the period ending November 30,
2000, including:
a. Balance Sheet
b. Statement of Loss and Deficit
c. Statement of Cash Flows
d. Statement of Stockholders' Equity
e. Notes to Financial Statements
28
<PAGE>
COMMODORE MINERALS, INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
NOVEMBER 30, 2000
(Stated in U.S. Dollars)
<PAGE>
AUDITORS' REPORT
To the Directors
Commodore Minerals, Inc.
We have audited the balance sheet of Commodore Minerals, Inc. (an
exploration stage company) as at November 30, 2000 and the
statements of loss and deficit accumulated during the exploration
stage, cash flows, and stockholders' equity for the period then
ended. 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 United States and
Canadian generally accepted auditing standards. Those standards
require that we plan and perform an audit to obtain reasonable
assurance 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, these financial statements present fairly, in all
material respects, the financial position of the Company as at
November 30, 2000 and the results of its operations and cash flows
for the period then ended in accordance with United States
generally accepted accounting principles.
Vancouver, B.C.
/s/ Morgan & Company
December 18, 2000 Chartered Accountants
<PAGE>
COMMODORE MINERALS, INC.
(An Exploration Stage Company)
BALANCE SHEET
NOVEMBER 30, 2000
(Stated in U.S. Dollars)
----------------------------------------------------------------------------
ASSETS
Current
Cash $ 75,355
Prepaid exploration advances 3,750
-------------
79,105
Mineral Property (Note 3) 2,500
-------------
$ 81,605
============================================================================
LIABILITIES
Current
Accounts payable $ 7,201
-------------
SHAREHOLDERS' EQUITY
Share Capital
Authorized:
100,000,000 Common shares, par value $0.001 per share
Issued and outstanding:
13,544,000 Common shares 13,544
Additional paid in capital 69,456
Deficit Accumulated During The Exploration Stage (8,596)
-------------
74,404
-------------
$ 81,605
============================================================================
Approved by the Directors:
------------------------------------ ---------------------------------
<PAGE>
COMMODORE MINERALS, INC.
(An Exploration Stage Company)
STATEMENT OF LOSS AND DEFICIT
PERIOD FROM DATE OF ORGANIZATION, SEPTEMBER 20, 2000
TO NOVEMBER 30, 2000
(Stated in U.S. Dollars)
--------------------------------------------------------------------------
Expenses
Professional fees 8,596
-------------
Net Loss For The Period 8,596
Deficit Accumulated During The Exploration Stage,
Beginning Of Period -
-------------
Deficit Accumulated During The Exploration Stage,
End Of Period $ 8,596
==========================================================================
Net Loss Per Share $ 0.002
==========================================================================
Weighted Average Number Of Shares Outstanding 4,148,507
==========================================================================
<PAGE>
COMMODORE MINERALS, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
PERIOD FROM DATE OF ORGANIZATION, SEPTEMBER 20, 2000
TO NOVEMBER 30, 2000
(Stated in U.S. Dollars)
--------------------------------------------------------------------------
Cash Flow From Operating Activity
Net loss for the period $ (8,596)
Adjustments To Reconcile Net Loss To Net Cash Used
By Operating Activity
Prepaid exploration advances (3,750)
Accounts payable 7,201
-------------
(5,145)
-------------
Cash Flow From Investing Activity
Mineral property (2,500)
-------------
Cash Flow From Financing Activity
Share capital issued 83,000
-------------
Increase In Cash 75,355
Cash, Beginning Of Period -
-------------
Cash, End Of Period $ 75,355
==========================================================================
<PAGE>
COMMODORE MINERALS, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
NOVEMBER 30, 2000
(Stated in U.S. Dollars)
Common Stock
--------------------------------
Additional
Paid-In
Shares Amount Capital Deficit Total
------------------------------------------------------
Shares Issued For
Cash At $0.001 7,000,000 $ 7,000 $ - $ - $ 7,000
Shares Issued For
Cash At $0.01 6,500,000 6,500 58,500 - 65,000
Shares Issued For
Cash At $0.25 44,000 44 10,956 - 11,000
Net Loss For The
Period - - - (8,596) (8,596)
------------------------------------------------------
Balance, November
30, 2000 13,544,000 $13,544 $ 69,456 $(8,596) $74,404
======================================================
<PAGE>
COMMODORE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2000
(Stated in U.S. Dollars)
1. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A.
on September 20, 2000.
b) Exploration Stage Activities
The Company is in the process of exploring its mineral
property and has not yet determined whether the property
contains ore reserves that are economically recoverable.
The recoverability of amounts shown as mineral property
costs is dependent upon the discovery of economically
recoverable reserves, confirmation of the Company's interest
in the underlying mineral claims and the ability of the
Company to obtain profitable production or proceeds from the
disposition thereof.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the
United States. Because a precise determination of many assets
and liabilities is dependent upon future events, the
preparation of financial statements for a period necessarily
involves the use of estimates which have been made using
careful judgement.
The financial statements have, in management's opinion, been
properly prepared within reasonable limits of materiality and
within the framework of the significant accounting policies
summarized below:
a) Mineral Property Costs
The Company capitalizes the acquisition costs of mineral
properties in which it has a continuing interest to be
amortized over the recoverable reserves when a property
reaches commercial production. On abandonment of any
property, applicable acquisition costs will be written off.
To date, the Company has not established the commercial
feasibility of its mineral property, therefore, all
exploration expenditures are being expensed.
<PAGE>
COMMODORE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2000
(Stated in U.S. Dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (Continued)
b) Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities, and disclosure of
contingent assets and liabilities at the date of the
financial statements, and the reported amounts of revenues
and expenses for the reporting period. Actual results could
differ from these estimates.
c) Foreign Currency Translation
The Company's functional currency is the U.S. dollar.
Transactions in foreign currency are translated into U.S.
dollars as follows:
i) monetary items at the rate prevailing at the balance
sheet date;
ii) non-monetary items at the historical exchange rate;
iii) revenue and expense at the average rate in effect
during the applicable accounting period.
d) Income Taxes
The Company has adopted Statement of Financial Accounting
Standards No. 109 - "Accounting for Income taxes" (SFAS
109). This standard requires the use of an asset and
liability approach for financial accounting, and reporting
on income taxes. If it is more likely than not that some
portion or all of a deferred tax asset will not be realized,
a valuation allowance is recognized.
e) Net Loss Per Share
Net loss per share is based on the weighted average number
of common shares outstanding during the period plus common
share equivalents, such as options, warrants and certain
convertible securities. This method requires primary
earnings per share to be computed as if the common share
equivalents were exercised at the beginning of the period or
at the date of issue and as if the funds obtained thereby
were used to purchase common shares of the Company at its
average market value during the period.
<PAGE>
COMMODORE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2000
(Stated in U.S. Dollars)
3. MINERAL PROPERTY
The Company has entered into an option agreement, dated
November 22, 2000, to acquire a 51% interest in a mineral claim
block located in the Cariboo Mining Division of British
Columbia.
In order to earn its interest, the Company must make cash
payments and incur exploration expenditures as follows:
Cash payments:
- $2,500 on execution of the agreement
- $10,000 by November 22, 2001
- $50,000 by November 22, 2002
- $75,000 by November 22, 2003
- $100,000 by November 22, 2004
Exploration expenditures:
- $7,500 by October 31, 2001
- A further $100,000 by October 31, 2002
- A further $200,000 by October 31, 2003
- A further $300,000 by October 31, 2004
- A further $750,000 by October 31, 2005
Balance, November 30, 2000 $ 2,500
=========
4. CONTINGENCY
Mineral Property
The Company's mineral property interest has been acquired
pursuant to an option agreement. In order to retain its
interest, the Company must satisfy the terms of the option
agreement described in Note 3.
5. SUBSEQUENT EVENT
Subsequent to the period end, the Company has entered into a
management agreement with a company controlled by a director.
The agreement is for management services at $750 per month and
expires on December 31, 2001.
<PAGE>
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on form SB-2 under the
Securities Act of 1933 with the Securities and Exchange Commission
with respect to the shares of our common stock offered through this
prospectus. This prospectus is filed as a part of that registration
statement and does not contain all of the information contained in
the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the
referenced contracts, agreements or documents of the company and are
not necessarily complete. We refer you to our registration statement
and each exhibit attached to it for a more complete description of
matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these
additional materials. You may inspect the registration statement,
exhibits and schedules filed with the Securities and Exchange
Commission at the Commission's principal office in Washington, D.C.
Copies of all or any part of the registration statement may be
obtained from the Public Reference Section of the Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the regional offices of the Commission located at Seven World
Trade Center, 13th Floor, New York, NY 10048 and 500 West Madison
Street, Suite 1400, Chicago, IL 60661. Please call the Commission at
1-800-SEC-0330 for further information on the operation of the public
reference rooms. The Securities and Exchange Commission also
maintains a web site at http://www.sec.gov that contains reports,
proxy statements and information regarding registrants that file
electronically with the Commission. Our registration statement and
the referenced exhibits can also be found on this site.
29
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada
Revised Statutes and our bylaws.
Under the Nevada Revised Statutes, director immunity from liability
to a company or its shareholders for monetary liabilities applies
automatically unless it is specifically limited by a company's
Articles of Incorporation. Our Articles of Incorporation do not
specifically limit our directors' immunity. Excepted from that
immunity are: (a) a willful failure to deal fairly with the company
or its shareholders in connection with a matter in which the director
has a material conflict of interest; (b) a violation of criminal law,
unless the director had reasonable cause to believe that his or her
conduct was lawful or no reasonable cause to believe that his or her
conduct was unlawful; (c) a transaction from which the director
derived an improper personal profit; and (d) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers
to the fullest extent not prohibited by Nevada law; provided,
however, that we may modify the extent of such indemnification by
individual contracts with our directors and officers; and, provided,
further, that we shall not be required to indemnify any director or
officer in connection with any proceeding, or part thereof, initiated
by such person unless such indemnification: (a) is expressly required
to be made by law, (b) the proceeding was authorized by our board of
directors, (c) is provided by us, in our sole discretion, pursuant to
the powers vested us under Nevada law or (d) is required to be made
pursuant to the bylaws.
Our bylaws provide that we will advance to any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is or
was a director or officer, of the company, or is or was serving at
the request of the company as a director or executive officer of
another company, partnership, joint venture, trust or other
enterprise, prior to the final disposition of the proceeding,
promptly following request therefore, all expenses incurred by any
director or officer in connection with such proceeding upon receipt
of an undertaking by or on behalf of such person to repay said
amounts if it should be determined ultimately that such person is not
entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer
of the company, except by reason of the fact that such officer is or
was a director of the company in which event this paragraph shall not
apply, in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, if a determination is reasonably and
promptly made: (a) by the board of directors by a majority vote of a
quorum consisting of directors who were not parties to the
proceeding, or (b) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known
to the decision-making party at the time such determination is made
demonstrate clearly and convincingly that such person acted in bad
faith or in a manner that such person did not believe to be in or not
opposed to the best interests of the company.
30
<PAGE>
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 434
Federal Taxes $ NIL
State Taxes and Fees $ NIL
Transfer Agent Fees $ 1,000
Accounting fees and expenses $ 2,000
Legal fees and expenses $ 20,000
Blue Sky fees and expenses $ 2,000
Miscellaneous $ NIL
--------
Total $25,434
========
-------------------------------------------------------------------------
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion
of these expenses will be borne by the selling shareholders. The
selling shareholders, however, will pay any other expenses incurred
in selling their common stock, including any brokerage commissions or
costs of sale.
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
We issued 7,000,000 shares of common stock on November 1, 2000 to Mr.
Grayson Hand. Mr. Hand is one of our directors and is our president
and chief executive officer. These shares were issued pursuant to
Section 4(2) of the Securities Act of 1933 (the "Securities Act") at
a price of $0.001 per share, for total proceeds of $7,000. The
7,000,000 shares of common stock are restricted shares as defined in
the Securities Act.
We completed an offering of 6,500,000 shares of our common stock at a
price of $0.01 per share to a total of ten purchasers on November 17,
2000. The total amount received from this offering was $65,000. We
completed the offering pursuant to Regulation S of the Securities
Act. Each purchaser represented to us that he was a non-US person as
defined in Regulation S. We did not engage in a distribution of this
offering in the United States. Each purchaser represented his
intention to acquire the securities for investment only and not with
a view toward distribution. Appropriate legends were affixed to the
stock certificate issued to each purchaser in accordance with
Regulation S. Each investor was given adequate access to sufficient
information about us to make an informed investment decision. None
of the securities were sold through an underwriter and accordingly,
there were no underwriting discounts or commissions involved. No
registration rights were granted to any of the purchasers.
We completed an offering of 44,000 common shares at a price of $0.25
per share to a total of thirty-seven purchasers pursuant to
Regulation S of the Securities Act on November 30, 2000. The total
proceeds realized from this offering were $11,000. Each purchaser
represented that he was a non-US person as defined in Regulation S.
We did not engage in a distribution of this offering in the United
States. Each purchaser represented their intention to acquire the
securities for investment only and not with a view toward
distribution. Appropriate legends were affixed to the stock
certificates issued in accordance with Regulation S. All purchasers
were given adequate access to sufficient information
31
<PAGE>
about us to make an informed investment decision. None of the
securities were sold through an underwriter and accordingly, there
were no underwriting discounts or commissions involved. No
registration rights were granted to any of the purchasers.
ITEM 27. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
------------ --------------------
3.1 Articles of Incorporation
3.2 By-Laws
4.1 Share Certificate
5.1 Opinion of Cane & Company, LLC, with consent to use
10.1 Option Agreement dated November 22, 2000 between
the Company and Gordon Keevil
10.2 Management Agreement between the Company and WFC
Management Corp. dated December 1, 2000
23.1 Consent of Morgan & Company, Chartered Accountants
27.1 Financial Data Schedule
ITEM 28. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement, or
most recent post-effective amendment, which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement; and
(c) To include any material information with respect to the
plan of distribution not previously disclosed in this
registration statement or any material change to such
information in the registration statement.
2. That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold
at the termination of the offering.
32
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the provisions above, or otherwise,
we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities, other than the payment by us of expenses incurred or
paid by one of our directors, officers, or controlling persons in the
successful defense of any action, suit or proceeding, is asserted by
one of our directors, officers, or controlling person sin connection
with the securities being registered, we 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 is against public policy as expressed in the
Securities Act, and we will be governed by the final adjudication of
such issue.
33
<PAGE>
SIGNATURES
In accordance with 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 on Form SB-2 and
authorized this registration statement to be signed on its behalf by
the undersigned, in the City of Vancouver, Province of British
Columbia on January 2, 2001.
COMMODORE MINERALS, INC.
/s/ Grayson Hand
By: _________________________
Grayson Hand, President
POWER OF ATTORNEY
ALL MEN BY THESE PRESENT, that each person whose signature appears
below constitutes and appoints Grayson Hand, his true and lawful
attorney-in-fact and agent, with full power of substitution and re-
substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all pre- or post-effective amendments
to this registration statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any one of them, or
their or his substitutes, may lawfully do or cause to be done by
virtue hereof.
In accordance with the requirements of the Securities Act of 1933,
this registration statement was signed by the following persons in
the capacities and on the dates stated.
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Grayson Hand President and Chief Executive January 2, 2001
--------------------- Officer, Secretary, Treasurer
Grayson Hand and Director
/s/ Gordon Keevil Director January 2, 2001
---------------------
Gordon Keevil
34
