As filed with the Securities and Exchange Commission on January 28, 2002

Registration No. ___________

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM SB-2

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______ALTUS EXPLORATIONS INC.______
(Exact name of registrant as specified in its charter)

 

NEVADA

1081

98-0361119

(State of incorporation)

(Primary Standard Industrial
Classification Code)

(IRS Employer Identification #)

ALTUS EXPLORATIONS INC.
#1208 - 1030 W. Georgia Street
Vancouver, BC Canada V6E 2Y3
(604) 833-3903___________________
(Address, Zip Code and Telephone Number of
Principal Executive Offices)

Robert Paul Turner, Esq.
Sutton Law Center
699B Sierra Rose Drive
Reno, Nevada 89511
(775) 824-0300____________________
(Name, address and telephone
number of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

As soon as practicable after the effective date of this Registration Statement.

If this Form is filed to register additional common stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed under Rule 462(c) of 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 under Rule 462(d) of 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 under Rule 434, please check the following box. [  ]

 

CALCULATION OF REGISTRATION FEE

Securities
To Be Registered

Amount To Be
Registered

Offering Price Per Share

Aggregate Offering
Price

Registration
Fee

Common Stock:

2,000,000 shares

$0.10

$200,000

$ 100

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON 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 DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

Prospectus

ALTUS EXPLORATION INC.
Shares of Common Stock
No Minimum - 2,000,000 Maximum

Before this offering, there has been no public market for the common stock.

We are offering up to a total of 2,000,000 shares of common stock on a best efforts, no minimum, 2,000,000 shares maximum. The offering price is $0.10 per share. There is no minimum number of shares that we have to sell. There will be no escrow account. We will immediately use all money received from the offering and there will be no refunds. The offering will be for a maximum period of 90 days from the effective date and may be extended for an additional 90 days if we so choose to do so.

We are a mineral exploration company with one property, title to which is held by an unrecorded warranty deed. Our property has no proven or probable mineral reserves.

Michael P. Twyman, one of our officers and directors, will be the only person offering or selling our shares.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" STARTING AT PAGE 6.

 

Price Per Share

Aggregate Offering Price

Maximum Proceeds to Us

Common Stock

$0.10

$200,000

$150,000

 

There is no minimum number of shares that must be sold in this offering. Because there is no minimum number of shares that has to be sold in this offering, there is no assurance that we will achieve the proceeds level described in the above table.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. It is illegal to tell you otherwise.

The date of this prospectus is ____________________, 2002.

 

TABLE OF CONTENTS

 

Page No.

Summary of Prospectus

5

Risk Factors

Risks Associated with Our Company

Risks Associated with this Offering

6

6
8

Use of Proceeds

9

Determination of Offering Price

10

Dilution of the Price You Pay for Your Shares

10

Plan of Distribution; Terms of the Offering

13

Business

14

Management's Discussion and Analysis of Financial Condition and Results of Operations

19

Management

20

Executive Compensation

23

Principal Shareholders

24

Description of Securities

25

Certain Transactions

26

Litigation

27

Experts

27

Legal Matters

27

Financial Statements

27

 

 

SUMMARY OF OUR OFFERING

 

This summary highlights important information about our business and about this offering. Because it is a summary, it does not contain all the information you should consider before investing in the common stock. So, please read the entire prospectus.

Our Business

We are an exploration stage company. We own one property. We intend to explore for gold on our property.

Our administrative office is located at #1208 - 1030 West Georgia Street, Vancouver, British Columbia, Canada V6E 2Y3, telephone (604) 833-3903 and our registered statutory office is located at 502 East John Street, Carson City, Nevada, 89706. Our fiscal year end is November 30.

We are one of three exploration stage companies that Andrew B. Stewart, one of our officers and directors, is associated. Michael P. Twyman is associated with two other exploration companies. Messrs. Twyman and Stewart are our only officers and directors and will continue to control 71.43% of our outstanding common stock even if the maximum number of shares is sold.

No exploration work has been done on our property and no commercially exploitable reserves have been identified.

The Offering

Following is a brief summary of this offering:

Securities being offered

Up to 2,000,000 shares of common stock, par value $0.00001.

Offering price per share

$ 0.10

Offering period

The shares are being offered for a period not to exceed 90 days, unless extended by our board of directors for an additional 90 days.

Maximum net proceeds to our company

Up to $150,000.

Use of proceeds

We will use the proceeds to pay for offering expenses, research and exploration. We believe that the required exploration work will cost up to $120,000 and will take approximately one year.

Number of shares outstanding before the offering

5,000,000

Number of shares outstanding after the offering

7,000,000

 

 

RISK FACTORS

 

Please consider the following risk factors before deciding to invest in the common stock.

RISKS ASSOCIATED WITH OUR COMPANY:

1. We lack an operating history and have losses that we expect to continue into the future.

We were incorporated in November 2001 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $2,014. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

Our ability to locate a profitable mineral property;

Our ability to generate revenues; and

Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

2. We have no known ore reserves and we cannot guarantee we will find any gold or if we find gold, that production will be profitable.

We have no known ore reserves. We have not identified any gold on the property and we cannot guaranty that we will ever find any gold. Even if we find that there is gold on our property, we cannot guaranty that we will be able to recover the gold. Even if we recover gold, we cannot guaranty that we will make a profit. If we cannot find gold or it is not economical to recover the gold, we will have to cease operations.

3. If we do not raise enough money for exploration, we will have to delay exploration or go out of business.

We are in the very early exploration stage and need the proceeds from our offering to start exploring for gold. Since there is no minimum and no refunds on sold shares, you may be investing in a company that will not have the funds necessary to commence its operations.

4. Rain and snow may make the road leading to our property impassable. This will delay our proposed exploration operations that could prevent us from working.

While we plan to conduct our exploration year round, it is possible that snow or rain could cause roads leading to our claims to be impassable. When roads are impassable, we are unable to work.

5. Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our property may contain mineralized material. If we do not find mineralized material, we will cease operations.

6. We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

7. The price of gold is depressed compared to past years. This makes it harder to make a profit. If we cannot make a profit, we will have to cease operations until market conditions improve or cease operations altogether.

The price of an ounce of gold is approximately $272. In the past, the price of gold has been as high as $800 per ounce. In order to maintain operations, we will have to sell our gold for more than it costs us to mine it. The lower the price the more difficult it is to do this. If we cannot make a profit, we will have cease operations until the price of gold increases or cease operations all together. Because the cost to mine the gold is fixed, the lower the market.

8. We may not have enough money to complete our exploration and consequently may have to cease or suspend our operations.

We may not have enough money to complete our exploration of our property. Because we exploring raw undeveloped land, we do not know how much we will have to spend to find out if there is mineralized material on our property. It could cost as little as $10,000 and as much as $120,000 to find out. The first $50,000 we raise, however, will be used to cover the cost of this offering before we spend any money on our exploration program. In addition, we do not know how much money we will raise in this offering. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. In we need additional money and cannot raise it, we will have to suspend or cease operations.

9. Because title to our property is held in the name of another person, if he transfers our property to someone other than us, we will cease operations.

Title to our property is not held in our name. Title to our property is recorded in the name of one of our officers and directors, Andrew B. Stewart, by an unrecorded warranty deed. If Mr. Stewart transfers our property to a third person, the third person will obtain good title and we will have nothing. If that happens, we will be harmed in that we will not own any property and we will have to cease operations.

10. Because title to our property is in the name of Mr. Stewart, a creditor of Mr. Stewart could attach a lien on our property and have its sold. If this happens, the creditor or a third party could take title to our property and we will cease operations.

Because title to our property is in the name of Mr. Stewart, a creditor of Mr. Stewart could attach a lien on our property and have its sold. If that happens, the creditor or a third party buying the property at a judicial sale could take title to our property. If that happens, we will own no property and will cease operations.

 

RISKS ASSOCIATED WITH THIS OFFERING:

11. Because Messrs. Twyman and Stewart are risking a small amount of capital and property, while you on the other hand are risking up to $200,000, if we fail you will absorb most of our loss.

Messrs. Twyman and Stewart our only shareholders will receive a substantial benefit from your investment. They have deposited cash of $2,000 and owe us $3,000 as a subscription receivable. They will also provide small loans to fund the company's working capital until completion of this offering. You, on the other hand, will be providing all of the cash for our operations. As a result, if we cease operations for any reason, you will lose your investment while Messrs. Twyman and Stewart will lose only a very small amount, perhaps as little as $5,000.

12. Because there is no public trading market for our common stock, you may not be able to resell you stock.

There is currently no public trading market for our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

13. Because we will close the offering even if we do not raise enough funds to complete exploration, you may lose your investment.

There is no minimum number of shares that must be sold in this offering, even if we raise a nominal amount of money. Any money we receive will be immediately appropriated by us. We may not raise enough money to start or complete exploration. No money will be refunded to you under any circumstances. As a result, you may lose your investment.

14. Because the sec imposes additional sales practice requirements on brokers who deal in our shares which are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

15. Because Messrs. Twyman and Stewart will own more than 50% of the outstanding shares after this offering, they will be able to decide who will be directors and you may not be able to elect any directors.

Even if we sell all 2,000,000 shares of common stock in this offering, Messrs. Twyman and Stewart will still own 5,000,000 shares and will continue to control us. As a result, after completion of this offering, regardless of the number of shares we sell, Messrs. Twyman and Stewart will be able to elect all of our directors and control our operations.

16. Messrs. Twyman and Stewart's control prevents you from causing a change in the course of our operations.

Because Messrs. Twyman and Stewart will control us after the offering, regardless of the number of shares sold, your ability to cause a change in the course of our operations is eliminated. As such, the value attributable to the right to vote is gone. This could result in a reduction in value to the shares you own because of the ineffective voting power.

17. Our officers and directors will probably sell some of their shares if the market price of the stock goes above $0.10. This will cause the price of our common stock to fall, which will reduce the value of your investment.

A total of 5,000,000 shares of stock were issued to our two officers and directors. They paid an average price of $0.001. Subject to all applicable holding periods, they will likely sell a portion of their stock if the market price goes above $0.10. If they do sell their stock into the market, the sales may cause the market price of the stock to drop.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS.

Some discussions in this prospectus may contain forward-looking statements that involve risks and uncertainties. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this prospectus. Such factors include, those discussed in "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," as well as those discussed elsewhere in this prospectus. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events.

 

 

USE OF PROCEEDS

 

Our offering is being made on a best efforts - no minimum basis. The net proceeds to us after deducting offering expenses of $50,000 will be $150,000 if all of the shares are sold. The first $50,000 raised will be used offering expenses. We will use the net proceeds as follows:

Amount raised

$ 50,000

$ 100,000

$ 150,000

$ 200,000

Allocation

Offering expenses
Exploration
Working capital

$ 50,000
$ 0
$ 0

$ 50,000
$ 50,000
$ 0

$ 50,000
$ 100,000
$ 0

$ 50,000
$ 130,000
$ 20,000

 

We have allocated a wide range of money for exploration. That is because we do not know how much will ultimately be needed for exploration. We believe that the required exploration work will cost up to $120,000 and take approximately one year. If we are successful in immediately finding gold, we will stop exploring and go on to develop the property. Costs of exploring will then cease. On the other hand, if we do not immediately find gold, we will continue to explore for gold on the property. If we have to continue to explore for gold, the costs of exploration will increase.

Working capital includes the cost of our office operations.

Our offering expenses are comprised of an SEC filing fee, legal and accounting expenses, printing and transfer agent fees, and state securities registration fees. Mr. Twyman will not receive any compensation for his efforts in selling our shares.

While we currently intend to use the proceeds of this offering substantially in the manner set forth above, we reserve the right to reassess and reassign the use if, in the judgment of our board of directors, changes are necessary or advisable. At present, no material changes are contemplated. Should there be any material changes in the above projected use of proceeds in connection with this offering, we will issue an amended prospectus reflecting the same.

 

 

DETERMINATION OF OFFERING PRICE

The price of the shares we are offering was arbitrarily determined in order for us to raise up to a total of $200,000 in this offering. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. Among the factors considered were:

Our lack of an operating history

The proceeds to be raised by the offering

The amount of capital to be contributed by purchasers in this offering in proportion to the amount of stock to be retained by our existing stockholders, and

Our relative cash requirements

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

 

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.

As of December 31, 2001, the net tangible book value of our shares of common stock was approximately Nil per share based upon 5,000,000 shares outstanding.

If 100% of the Shares Are Sold:

Upon completion of this offering, in the event that all of the shares are sold, the net tangible book value of the 7,000,000 shares to be outstanding will be $200,000, or approximately $0.03 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.03 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.03 per share.

After completion of this offering, if 2,000,000 shares are sold, you will own approximately 28.57% of the total number of shares then outstanding shares for which you will have made a cash investment of $200,000, or $0.10 per share. Our existing stockholders will own approximately 71.43% of the total number of shares then outstanding, for which they have, or will have, made contributions of cash totaling $5,000, or approximately $0.001 per share.

If 75% of the Shares Are Sold:

Upon completion of this offering, in the event 75% of the shares are sold, the net tangible book value of the 6,500,000 shares to be outstanding will be $150,000, or approximately $0.02 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.02 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.02 per share.

After completion of this offering, if 1,500,000 shares are sold, you will own approximately 23.08% of the total number of shares then outstanding shares for which you will have made a cash investment of $150,000, or $0.10 per share. Our existing stockholders will own approximately 76.92% of the total number of shares then outstanding, for which they have, or will have, made contributions of cash totaling $5,000, or approximately $0.001 per share.

If 50% of the Shares Are Sold:

Upon completion of this offering, in the event 50% of the shares are sold, the net tangible book value of the 6,000,000 shares to be outstanding will be $100,000, or approximately $0.015 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.015 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.015 per share.

After completion of this offering, if 1,000,000 shares are sold, you will own approximately 16.67% of the total number of shares then outstanding shares for which you will have made a cash investment of $100,000, or $0.10 per share. Our existing stockholders will own approximately 83.33% of the total number of shares then outstanding, for which they have, or will have, made contributions of cash totaling $5,000, or approximately $0.001 per share.

If 25% of the Shares Are Sold:

Upon completion of this offering, in the event 25% of the shares are sold, the net tangible book value of the 5,500,000 shares to be outstanding will be approximately $0.001 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.001 per share without any additional investment on their part. You will incur an immediate dilution from $0.10 per share to $0.001 per share.

After completion of this offering, if 500,000 shares are sold, you will own approximately 9.09% of the total number of shares then outstanding shares for which you will have made a cash investment of $50,000, or $0.10 per share. Our existing stockholders will own approximately 90.91% of the total number of shares then outstanding, for which they have, or will have, made contributions of cash totaling $5,000, or approximately $0.001 per share.

The following table compares the differences of your investment in our shares with the investment of our existing stockholders.

Existing Stockholders if all of the Shares are Sold:

Price per share
Net tangible book value per share before offering
Potential gain to existing shareholders
Net tangible book value per share after offering
Increase to present stockholders in net tangible book value per share after offering
Capital contributions
Number of shares outstanding before the offering
Number of shares after offering held by existing stockholders
Percentage of ownership after offering

$ 0.001
NIL
$ 200,000
$ 150,000

$ 0.03
$ 5,000
5,000,000
5,000,000
71.43%

Purchasers of Shares in this Offering if all Shares Sold

Price per share
Dilution per share
Capital contributions
Number of shares after offering held by public investors
Percentage of ownership after offering

$ 0.10
$ 0.07
$ 200,000
2,000,000
28.57%

Purchasers of Shares in this Offering if 75% of Shares Sold

Price per share
Dilution per share
Capital contributions
Number of shares after offering held by public investors
Percentage of ownership after offering

$ 0.10
$ 0.08
$ 150,000
1,500,000
23.08%

Purchasers of Shares in this Offering if 50% of Shares Sold

Price per share
Dilution per share
Capital contributions
Number of shares after offering held by public investors
Percentage of ownership after offering

$ 0.10
$ 0.085
$ 100,000
1,000,000
16.67%

Purchasers of Shares in this Offering if 25% of Shares Sold

Dilution per share
Capital contributions
Number of shares after offering held by public investors
Percentage of ownership after offering

$ 0.10
$ 0.09
$ 50,000
500,000
9.09%

 

 

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

 

We are offering up to a total of 2,000,000 shares of common stock on a best efforts basis, no minimum, 2,000,000 shares maximum. The offering price is $0.10 per share. There is no minimum number of shares that we have to sell. There will be no escrow account. We will immediately use all money received from the offering and there will be no refunds. The offering will be for a period of 90 days from the effective date and may be extended for an additional 90 days if we so choose to do so.

We will sell the shares in this offering through Michael Twyman, one of our officers and directors. Mr. Twyman will contact persons with whom he has a preexisting personal or business relationship. Mr. Twyman will receive no commission from the sale of any shares. Mr. Twyman will not register as a broker-dealer under Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. The conditions are that:

1. The person is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

2. The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and

3. The person is not at the time of their participation, an associated person of a broker-dealer; and,

4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any Issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

Mr. Twyman is not subject to disqualification, is not being compensated, and is not associated with a broker-dealer. Mr. Twyman is and will continue to be one of our directors at the end of the offering and has not been during the last twelve months and is currently not a broker/dealer or associated with a broker/dealer. Mr. Twyman has not during the last twelve months and will not in the next twelve months offer or sell securities for another corporation.

Only after the SEC declares our registration statement effective, do we intend to advertise, through tombstones, and to hold investment meetings in any states or provinces where the offering will be registered. We will not use the Internet to advertise our offering. We will also distribute the prospectus to potential investors at the meetings and to our friends and relatives who are interested in us and a possible investment in the offering.

Offering Period and Expiration Date

This offering will start on the date of this prospectus and continue for a maximum period of 90 days. We may extend the offering period for an additional 90 days, or unless the offering is completed or otherwise terminated by us.

Procedures for Subscribing

If you decide to subscribe for any shares in this offering, you must

1. Execute and deliver a subscription agreement

2. Deliver a check or certified funds to us for acceptance or rejection.

All checks for subscriptions must be made payable to "ALTUS EXPLORATIONS INC."

Right to Reject Subscriptions

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All moneys from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.

 

 

BUSINESS

 

General

We were incorporated in the State of Nevada on November 2, 2001. We are engaged in the acquisition and exploration of mining properties. We maintain our statutory registered agent's office at 502 East John Street, Carson City, Nevada, 89706 and our business office is located at #1208 - 1030 West Georgia Street, Vancouver, British Columbia, Canada V6E 2Y3. Our telephone number is (604) 833-3903. Our offices are subleased from Alpha Beta Developments Inc. on a month to month basis and our monthly rental is $500.

Background

In August 2001, Andrew Stewart our Secretary and a member of the board of directors acquired one mineral property containing eight mining claims in British Columbia, Canada by the staking of the same. Mr. Stewart is a qualified free miner in the Province of British Columbia and, based on the information he received from Mr. Twyman, a professional geologist, believed the property appeared to be promising. The claims are recorded in Mr. Stewart's name to a avoid paying additional fees, however, title to the claims has been conveyed to us by an unrecorded deed. An unrecorded deed is one that title to the property has been transferred to us, but the deed has not been filed with the British Columbia office of records. Title to the property is superior to all other unrecorded deeds. Should Mr. Stewart transfer title to another person and that deed is recorded before recording our deed, that person will have superior title and we will have none. If that event occurs, however, Mr. Stewart will be liable to us for monetary damages for breach of his warranty of title and for breach of his fiduciary duties to us as director. Under British Columbia provincial law, if the deed is recorded in our name, we will have to pay a minimum of $500.00 and file other documents since we are a foreign corporation in Canada. We will also be required to form a British Columbia corporation that contains a board of directors, a majority of which will have to be British Columbia residents. We have decided that if gold is discovered on the property and it is economical to remove the gold, we will record the deed, pay the additional tax, and file as a foreign corporation. We are in possession of the unrecorded deed and the decision to record or not record the deed is solely within our province.

All Canadian lands and minerals that have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of the Company's property, that is the province of British Columbia. In the 19 th century the practice of reserving the minerals from fee simple Crown grants was established. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The Company's property is one such acquisition. Accordingly, fee simple title to the Company's property resides with the Crown. The Company's claims are mining leases issued pursuant to the British Columbia Mineral Act. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease continued vertically downward.

To date we have not performed any work on our property. We are presently in the exploration stage and there is no assurance that a commercially viable mineral deposit, a reserve, exists in our property until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

We have to begin exploration on or before August 6, 2002 or pay $150.00 to prevent the property from reverting to the Crown.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

Location and Access

The property consists of eight claims totaling approximately 500 acres. The property is located approximately 20 miles east of Osoyoos, British Columbia, Canada, 10 miles north from the village of Westbridge in southern British Columbia. The property is within the Greenwood Mining Division.

Access to the property is gained by following Highway 3 from Hope, British Columbia until Rock Creek, then by Highway 33 to Westbridge and continuing approximately 1 mile past Westbridge until Harrison Forrest Service Road. The Harrison Forrest Service Road is an all weather gravel logging road that leads to the property.

Physiography

The property is situated within the Beaverdell Mountain range of southern British Columbia, with elevations ranging from 3500 feet near Wildhorse Creek at the south end of the claims to 5,000 feet north of the claims area.

Slopes on the property are very steep throughout. Vegetation consists mainly of fir and pine trees, much of it mature second growth. The climate features warm summers and cold winters. The Harrison Forrest is very wet in the winter and fairly dry in the summer. Average yearly precipitation is thirty inches. A snow pack of six to nine feet begins to accumulate in October and lingers in places into May. The recommended field exploration season is from early May to late October, although the close proximity to access roads would allow for drilling or underground exploration and development on a year round basis.

Property Geology

We have not carried out testing to determine the precise geology of our property. However, the main types of rock appear to consist primarily of tombstone and granite.

Previous Exploration

Previous staking or exploration has taken place in the area on the Ivy, Justin and Carmi claims located across to the southwest and southeast of our property. No exploration has previously occurred on our claims.

Our Proposed Exploration Program

We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

Our exploration program is designed to economically explore and evaluate our properties.

We do not claim to have any minerals or reserves whatsoever at this time on any of our properties.

We intend to implement an exploration program and intend to proceed in the following three phases all of which will be performed by independent contractors hired by us. We will not hire anyone to start exploration until we receive funds from this offering to start exploring for gold. We believe that the only equipment we will need to start exploration on the property will be a backhoe. We will lease the backhoe from and equipment rental or hire an independent contractor who owns a backhoe to the dig the trenches we refer to in this prospectus. We expect to have to pay $30,000 for a backhoe or $25.00 an hour for an independent contractor who owns his own backhoe.

The only equipment we will need is a backhoe to dig trenches. It is not possible to allocate specific dollar amounts to specific acts because we do not know what it will encounter during our trenching. As trenches are dug and we evaluate the results, we will determine if mineralized material exists. Mineralized material is a mineralized body that has been delineated by appropriately spaced drilling and/or underground sampling to support a sufficient tonnage and average grade of metals. If mineralized material is found, we will then determined if it is profitable to extract the gold. If we determine that it is possible to extract the mineralized material, the exploration the property will cease and we will initiate the development stage of the property. The proceeds from the offering will not be used for development. We have not formulated a plan for development, and cannot and will not to so until mineralized material is found.

Phase 1 will begin with research of the available geologic literature, personal interviews with geologists, mining engineers and others familiar with the prospect sites. We have recently begun this phase of the exploration process on our properties.

When the research is completed, our initial work will be augmented with geologic mapping, geophysical testing and geochemical testing of our claims. When available, existing workings, like trenches, prospect pits, shafts or tunnels will be examined. If an apparent mineralized zone is identified and narrowed down to a specific area by the studies, we will begin trenching the area. Trenches are generally approximately 150 ft. in length and 10-20 ft. wide. These dimensions allow for a thorough examination of the surface of the vein structure types generally encountered in the area. They also allow easier restoration of the land to its pre-exploration condition when we conclude our operations. Once excavation of a trench is completed, samples are taken and then analyzed for economically potential minerals that are known to have occurred in the area. Careful interpretation of this available data collected from the various tests aid in determining whether or not the prospect has current economic potential and whether further exploration is warranted.

Phase 1 will take about 3 months and cost up to $20,000.

Phase 2 involves an initial examination of the underground characteristics of the vein structure that was identified by Phase 1 of exploration. Phase 2 is aimed at identifying any mineral deposits of potential economic importance. The methods employed are

More extensive trenching

More advanced geophysical work

Drift driving

Drift driving is the process of constructing a tunnel to take samples of minerals for testing. Later, the tunnel can be used for mining minerals. The geophysical work gives a general understanding of the location and extent of mineralization at depths that are unreachable by surface excavations and provides a target for more extensive trenching and core drilling. Trenching identifies the continuity and extent of mineralization, if any, below the surface. After a thorough analysis of the data collected in Phase 2, we will decide if the property warrants a Phase 3 study.

Phase 2 will take about 3 months and cost up to $20,000.

Phase 3 is aimed at precisely defining the depth, the width, the length, the tonnage and the value per ton of any mineral body. This is accomplished through extensive drift driving. Phase 3 will take about 6 months and cost up to $90,000.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

Competitive Factors

The gold mining industry is fragmented. We compete with other exploration companies looking for gold. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. While we compete with other exploration companies, there is no competition for the exploration or removal or mineral from out property. Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we will likely be able to sell any gold that we are able to recover.

Regulations

Our mineral exploration program is subject to the Canadian Mineral Tenure Act Regulation . This act sets forth rules for

Locating claims

Posting claims

Working claims

Reporting work performed

We are also subject to the British Columbia Mineral Exploration Code that tells us how and where we can explore for minerals. We must comply with these laws to operate our business. Compliance with these rules and regulations will not adversely affect our operations.

In order to explore for gold on our property we must submit the plan contained in this prospectus for review and pay a fee of $150.00. We believe that the plan as contained in this prospectus will be accepted and an exploration permit will be issued to us. The exploration permit is the only permit or license we will need to explore for gold on our property.

Environmental Law

We are also subject to the Health, Safety and Reclamation Code for Mines in British Columbia. This code deals with environmental matters relating to the exploration and development of mining properties. The goal of this Act is to protect the environment through a series of regulations affecting:

1. Health and Safety

2. Archaeological Sites

3. Exploration Access

We are responsible to provide a safe working environment, to not disrupt archaeological sites, and to conduct our activities to prevent unnecessary damage to the property.

We anticipate no discharge of water into active stream, creek, river, lake or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the property. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

We are in compliance with the act and will continue to comply with the act in the future. We believe that compliance with the act will not adversely affect our business operations in the future.

Employees

Initially, we intend to use the services of subcontractors for manual labor exploration work on our properties. Our only technical employee will be Michael P. Twyman, one of our officers and directors.

Employees and Employment Agreements

At present, we have no employees, other than Messrs. Twyman and Stewart, who have not been compensated for their services. Messrs. Twyman and Stewart do not have employment agreements with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to any employees.

We intend to hire geologists, engineers and excavation subcontractors on an as needed basis. We have not entered into any negotiations or contracts with any of them. We do not intend to initiate negotiations or hire anyone until we receive proceeds from our offering.

 

 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This section of the prospectus includes a number of forward- looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking states are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or out predictions.

We are a start-up, exploration stage company and have not yet generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that our auditors believe there is doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on our property. That cash must be raised from other sources. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and stay in business.

To meet our need for cash we are attempting to raise money from this offering. There is no assurance that we will be able to raise enough money through this offering to stay in business. Whatever money we do raise, will be applied first to exploration and then to development, if development is warranted. If we do not raise all of the money we need from this offering, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others. We have discussed this matter with our officers, however, our officers are unwilling to make any commitment to loan us any money at this time. At the present time, we have not made any arrangements to raise additional cash, other than through this offering. If we need additional cash and cannot raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.

We will be conducting research in connection with the exploration of our property. We are not going to buy or sell any plant or significant equipment. We do not expect a change in our number of employees.

Limited Operating History; Need for Additional Capital

There is no historical financial information about our company upon which to base an evaluation of our performance. We are an exploration stage company and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct into the research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on November 2, 2001

We just recently acquired our first property and are commencing the research and exploration stage of our mining operations on that property at this time.

Since inception, we have used our common stock to raise a limited amount of money for working capital. Net cash provided by financing activities from inception on November 2, 2001 to December 31, 2001 was $2,000 advanced as a subscription for shares and $3,000 payable as a subscription receivable.

Liquidity and Capital Resources

As of the date of this registration statement, we have not generated any revenues from our proposed business operations.

We issued 5,000,000 shares of common stock through a Section 4(2) offering in April 2001. This was accounted for by an advance of $2,000 and a subscription receivable in the amount of $3,000.

Mr. Stewart intends to loan us small amounts of money, as needed, to pay organizational and start-up costs and operating capital. The loans will not bear interest and have not been made as of the date hereof. There are no documents that will reflect the loans and the loans will not be due on a specific date. Mr. Stewart will accept repayment from us when money is available. If the maximum amount is raised, we intend to repay the amount he loans us from the proceeds of this offering.

As of December 31, 2001, our total assets were $2,000 and our total liabilities were NIL.

 

 

MANAGEMENT

 

Officers and Directors

Each of our directors is elected by the stockholders to a term of one year and serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The names, addresses, ages and positions of our present officers and directors are set forth below:

Name and Address

Age

Positions

Michael P. Twyman
1176 Premier Street
N. Vancouver, BC V7J 2H3

41

President and a member of the Board of Directors

Andrew Stewart
3301-1009 Expo Blvd.
Vancouver, BC V6Z 2V9

29

Secretary, Treasurer and a member of the Board of Directors

 

The persons named above have held their offices/positions since inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.

Background of Officers and Directors

Michael Twyman has been our President and a member of our board of directors since inception. Mr. Twyman has devoted approximately 5% of his professional time to our business since inception and intends to continue to devote this amount of time in the future.

Mr. Twyman is currently a director of Consolidated Kaitone Holdings Ltd., an exploration company publicly traded on the CDNX.

Since 1993 Mr. Twyman has been the Vice President of the Casierra Diamond Corporation, a private exploration company in Vancouver, British Columbia.

From 1989 to 1993 Mr. Twyman was the Project Manager for Ainsworth Jenkins Holdings Inc., a private exploration company in Vancouver, British Columbia.

From 1984 to 1989 Mr. Twyman was a Consultant Geologist based on Vancouver, British Columbia, performing contract work in Canada, Africa, Mexico.

In 1997 Mr. Twyman completed the Going Public/Continuous Disclosure Course at Simon Fraser University.

In 1984 Mr. Twyman received his B.Sc. in Geology from the University of British Columbia. He is currently undertaking to complete his BA in Psychology at Simon Fraser University.

Mr. Twyman is a Fellow of the Geological Society of Canada.

Andrew Stewart has been our Secretary, Treasurer and a member of our board of directors since inception. Mr. Stewart has devoted approximately 5% of his professional time to our business since inception and intends to continue to devote this amount of time in the future.

Mr. Stewart is a practicing corporate finance lawyer in Vancouver, British Columbia where he specializes in corporate and securities law. Mr. Stewart is a Free Miner in the Province of British Columbia.

Since August 2001 Mr. Stewart has been the Executive Vice President, director and Secretary of Voxaura Technologies Inc., a global developer and manufacturer of wireless components and systems for the communications infrastructure market.

Since July 2001 Mr. Stewart has been the President and a director of Gusana Explorations Inc., an exploration stage mineral exploration company.

Since April 2001 Mr. Stewart has been the Secretary and a director of Geocom Resources Inc., a development stage oil and gas exploration company.

Since January 2001 Mr. Stewart has been the Secretary and director of Universco Broadband Networks Inc., a British Columbia company providing broadband wireless communications services.

From November 2000 to May 2001 Mr. Stewart practiced as a corporate and securities lawyer with Catalyst Corporate Finance Lawyers, in Vancouver, British Columbia.

From May 1999 to November 2000 Mr. Stewart practiced as a tax lawyer with Thorsteinssons, Tax Lawyers, where he assisted clients with a variety of corporate tax planning, compliance and litigation matters.

In 1998 Mr. Stewart obtained his Master of Laws from the University of Cambridge, England.

Since 1998 Mr. Stewart has been a member of the British Columbia Bar, the Canadian Bar Association and the British Columbia Bar Association.

In 1997 Mr. Stewart obtained his Bachelor of Laws from the University of Alberta (Silver Medal) with Distinction.

Between 1996 and 1998 Mr. Stewart worked at the Vancouver commercial litigation firm, Hordo, Ross & Bennett.

In 1994 Mr. Stewart obtained his Bachelor of Arts from the University of British Columbia.

Conflicts of Interest

We believe that Messers. Twyman and Stewart may be subject to conflicts of interest. The conflicts of interest arise from Messrs. Twyman and Stewart's relationships with other exploration corporations. In the future, Messrs. Twyman and Stewart will continue to be involved in the exploration business for other entities that may result in the conflicts of interest. At the present time, we do not foresee a direct conflict of interest because we do not intend to acquire any additional mining properties. The only conflicts that we foresee is Messrs. Twyman and Stewart's devotion of time to exploration projects that do not involve us.

Specifically, Andrew Stewart is an officer and director of Geocom Resources Inc., which is engaged in the business of oil and gas exploration. Mr. Stewart is also an officer and director of Gusana Explorations Inc. Mr. Twyman is a director of Consolidated Kaitone Holdings Ltd., which is engaged in the mining business.

 

 

EXECUTIVE COMPENSATION

 

Messrs. Twyman and Stewart, our officers and directors, have received no compensation for their services as our officers. There are no plans to compensate them in the near future, unless and until we begin to realize revenues and become profitable in our business operations.

Option/SAR Grants

The company does not currently have a stock option plan. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs and freestanding SARs have been made to any executive officer or any director since our inception, accordingly, no stock options have been exercised by any of the officers or directors since we were founded.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Compensation of Directors

We do not compensate the members of the Board of Directors for acting as such.

Indemnification

Under our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

 

 

PRINCIPAL STOCKHOLDERS

 

The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.

Name and Address Beneficial Owner [1]

Number of Shares Before Offering

Number of Shares After Offering

Percentage of Ownership After Offering

Andrew Stewart
3301-1009 Expo Blvd.
Vancouver, BC V6Z 2V9

2,500,000

2,500,000

35.72%

Michael Twyman
1009 Expo Blvd
Vancouver, BC V6K 1B5

2,500,000

2,500,000

35.72%

All Officers and Directors as a Group (2 persons)

5,000,000

5,000,000

71.43%

 

[1] The persons named above may be deemed to be a parent and promoter of our company by virtue of his/its direct and indirect stock holdings. Messrs. Twyman and Stewart are the only promoters of our company.

Future Sales by Existing Stockholders

A total of 5,000,000 shares of common stock were issued to the existing stockholders, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition.

Shares purchased in this offering, which will be immediately resellable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.

 

 

DESCRIPTION OF SECURITIES

 

Common Stock

Our authorized capital stock consists of 25,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

Have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Non-cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, the present stockholders will own approximately 71.43% of our outstanding shares.

Cash Dividends

As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Reports

After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Stock Transfer Agent

We have not yet appointed a stock transfer agent for our securities. We intend to appoint a stock transfer agent before effectiveness of this prospectus.

 

 

CERTAIN TRANSACTIONS

 

On November 2, 2001, we issued a total of 5,000,000 shares of restricted common stock to Messrs. Twyman and Stewart, officers and directors of our company. This was accounted for as cash advances of $2,000 and a subscription receivable in the amount of $3,000.

Mr. Stewart intends to advance small loans to us to be used for organizational and start-up costs and operating capital until this offering is completed. The loans will not bear interest and have not been advanced as of the date hereof. There will be no documents reflecting the loans and they will not be due on a specific date. Mr. Stewart will accept repayment from us when money is available. We plan to repay the loans from the proceeds of this offering provided that we raise the maximum amount.

 

 

LITIGATION

 

We are not a party to any pending litigation and none is contemplated or threatened.

 

 

EXPERTS

 

Our financial statements for the period from inception to December 31, 2001, included in this prospectus have been audited by Malone & Bailey, PLLC, as set forth in their report included in this prospectus.

 

 

LEGAL MATTERS

 

The validity of the common stock offered hereby and certain legal matters have been passed on by Sutton Law Center, P.C, of Reno, Nevada.

The validity of certain legal matters have also been passed on by Andrew B. Stewart, the Secretary and a Director of the Company, in his capacity as a practicing corporate and securities law attorney.

 

 

FINANCIAL STATEMENTS

 

Our fiscal year end is December 31. We will provide audited financial statements to our stockholders on an annual basis. An Independent Auditor will prepare the statements.

Our audited financial statement from inception to December 31, 2001 immediately follows.

 

 

 

 

INDEPENDENT AUDITORS' REPORT

To the Board of Directors

Altus Exploration, Inc.

Vancouver BC, Canada

We have audited the accompanying balance sheet of Altus Exploration, Inc. as of December 31, 2001, and the related statements of operations, stockholders' equity, and cash flows for the period from November 2, 2001 (Inception) through December 31, 2001. 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 auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Altus Exploration, Inc. as of December 31, 2001, and the results of its operations and its cash flows for the period from November 2, 2001 (Inception) through December 31, 2001, in conformity with accounting principles generally accepted in the United States.

 

Malone & Bailey, PLLC
Houston, Texas
www.malone-bailey.com

January 9, 2002

ALTUS EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET

 

December 31, 2001

ASSETS

 

 

 

Current assets

 

Cash

$ 1,986

Total current assets

$ 1,986

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

Current liabilities:

 

Accrued expenses

$ 2,000

Total current liabilities

2,000

 

 

STOCKHOLDERS' EQUITY (DEFICIT):

 

Common stock, $.001 par value, 25,000,000 shares

authorized, 5,000,000 shares issued and outstanding

5,000

Less: Subscription receivable

(3,000)

Deficit accumulated during the development stage

(2,014)

Total Stockholders' Equity (Deficit)

(14)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$ 1,986

See accompanying summary of accounting policies and notes to financial statements.

 

 

ALTUS EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS

 

For the Period November 2, 2001 (Inception) through December 31, 2001

 

 

Revenues

$ -

Cost of revenues

-

Gross margin

-

General and administrative

(2,014)

Net loss

$(2,014)

 

 

Net loss per share:

 

Basic and diluted

$0.00

 

 

Weighted average shares outstanding:

 

Basic and diluted

5,000,000

See accompanying summary of accounting policies and notes to financial statements.

 

 

ALTUS EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Period from November 2, 2001 (Inception) through December 31, 2001

 

 

 

 

 

Common stock

 

 

 

Subscription receivable

 

Deficit accumulated during the development stage

 

Shares

 

Amount

 

 

Issuance of common stock for cash

5,000,000

$ 5,000

$ (3,000)

$ -

Net loss

-

-

-

(2,014)


Balance, December 31, 2001

 

5,000,000

 

$ 5,000

 

$ (3,000)

 

$(2,014)

See accompanying summary of accounting policies and notes to financial statements.

 

 

ALTUS EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

 

 

For the Period November 2, 2001 (Inception) through December 31, 2001

 

 

CASH FLOWS FROM OPERATING ACTIVITES:

 

Net loss

$(2,014)

Adjustments to reconcile net loss to cash used in operating activities:

 

Changes in current assets and liabilities:

 

Accrued expenses

2,000

NET CASH USED IN OPERATING ACTIVITIES

(14)

CASH FLOWS FROM FINANCING ACTIVITES:

 

Issuance of common stock

2,000

NET CASH PROVIDED BY FINANCING ACTIVITIES

2,000

NET INCREASE (DECREASE) IN CASH

1,986

Cash, beginning of period

-

Cash, end of period

$ 1,986

See accompanying summary of accounting policies and notes to financial statements.

 

 

ALTUS EXPLORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Nature of business . The Company was incorporated in Nevada on November 2, 2001, to engage in the acquisition and exploration of mining properties.

Use of Estimates . The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Accrued expenses consist of unbilled professional expenses.

Basic Loss Per Share. Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Recent Accounting Pronouncements. The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company's results of operations, financial position or cash flow.

NOTE 2 - COMMON STOCK

At inception, the company issued 5,000,000 shares of stock to its two founding shareholders for cash.

NOTE 3 - RELATED PARTY TRANSACTIONS

In August 2001, an officer and member of the Board of Directors acquired one mineral property containing eight mining claims in British Columbia, Canada by the staking of the same. The claims are recorded in the officer's name, however, title of the property has been transferred to the Company. The title transfer has not been recorded by the British Columbia office of records. The officer's basis in the property was minimal, therefore no value has been assigned to the property by the Company.

 

 

 

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

1.      Article XII of the Articles of Incorporation of the company, filed as Exhibit 3.1 to the Registration Statement.

2. Article XI of the Bylaws of the company, filed as Exhibit 3.2 to the Registration Statement.

3. Nevada Revised Statutes, Chapter 78.

The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:

SEC Registration Fee
Printing Expenses
Accounting Fees and Expenses
Legal Fees and Expenses
Federal Taxes
State Taxes
Engineering
Blue Sky Fees/Expenses
Transfer Agent Fees
Miscellaneous Expense

$    100.00
6,500,000
10,000.00
20,000.00
0.00
0.00
5,000.00
5,000.00
3,000.00
400.00

TOTAL

$ 50,000.00

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES .

During the past three years, the Registrant has sold the following securities, which were not registered under the Securities Act of 1933, as amended.

Name and Address

Date

Shares

Consideration

Michael Twyman
1176 Premier Street
N. Vancouver, BC
Canada, V7J 2H3

11/02/01

2,500,000

Advance and subscription receivable totaling of $2,500

Andrew Stewart
3301-1009 Expo Blvd.
Vancouver, BC
Canada, V6Z 2V9

11/02/01

2,500,000

Advance and subscription receivable totaling $2,500.

We issued the foregoing restricted shares of common stock to Messrs. Twyman and Stewart under Section 4(2) of the Securities Act of 1933. Messrs. Twyman and Stewart are sophisticated investors, are officers and directors of the company, and where in possession of all material information relating to the company. Further, no commissions were paid to anyone in connection with the sale of the shares and general solicitation was made to anyone.

ITEM 27. EXHIBITS.

The following Exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-B. All Exhibits have been previously filed unless otherwise noted.

Exhibit No.

Document Description

3.1

Articles of Incorporation

3.2

Bylaws

4.1

Specimen Stock Certificate.

5.1

Opinion of Sutton Law Center, P.C., regarding the legality of the Securities being registered.

10.1

Harrison 1 Claim

10.2

Harrison 2 Claim

10.3

Harrison 3 Claim

10.4

Harrison 4 Claim

10.5

Harrison 5 Claim

10.6

Harrison 6 Claim

10.7

Harrison 7 Claim

10.8

Harrison 8 Claim

10.9

Warranty Deed

23.1

Consent of Malone & Bailey, PLLC,

23.2

Consent of Sutton Law Center, P.C. (included in Exhibit 5.1)

99.1

Subscription Agreement.

ITEM 28. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

a. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

b. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;

c. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered, which remain, unsold at the termination of the offering.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form SB-2 Registration Statement and has duly caused this Form SB-2 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, Canada on this 28 th day of January, 2002.

ALTUS EXPLORATION INC.

BY: ____ /s/ Andrew Stewart _____________________________
      Andrew Stewart
      Secretary, Treasurer and a member of the Board of Directors

KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Andrew Stewart, as true and lawful attorney-in-fact and agent, with full power of substitution, for his and in his name, place and stead, in any and all capacities, to sign any and all amendment (including post-effective amendments) to this registration statement, and to file the same, therewith, with the Securities and Exchange Commission, and to make any and all state securities law or blue sky filings, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying the confirming all that said attorney-in-fact and agent, or any substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Form SB-2 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature

Title

Date



/s/ Michael P. Twyman_______
Michael P. Twyman

President, Principal Executive Officer, and member of Board of Directors

January 28, 2002



/s/ Andrew B, Stewart_______
Andrew B. Stewart

Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and member of Board of Directors

January 28, 2002

 

 

EXHIBIT 3.1

ARTICLES OF INCORPORATION
OF
ALTUS EXPLORATIONS INC.

_________________________________________________________________


FIRST

        The name of this corporation is ALTUS EXPLORATIONS INC.

SECOND

Its principal office in the State of Nevada is located at 50 West Liberty Street, Suite 880, Reno, Nevada, 89501. The name and address of its resident agent is The Nevada Agency and Trust Company, at the above address.

THIRD

The purpose or purposes for which the corporation is organized:

To engage in and carry on any lawful business activity or trade, and any activities necessary, convenient, or desirable to accomplish such purposes, not forbidden by law or by these articles of incorporation.

FOURTH

The amount of the total authorized capital stock of the corporation is Twenty-Five ($25,000.00) consisting of Twenty-Five Million (25,000,000) shares of common stock of the par value of $0.001 each.

FIFTH

The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the bylaws of this corporation.

        There are four members of the Board of Directors at the date of filing these Articles of Incorporation and their names and postal addresses are:

                                       NAME POST-OFFICE ADDRESS

                               Andrew B. Stewart #3301 - 1009 Expo Blvd, Vancouver, BC, Canada V6Z 2V9
                               Michael P. Twyman 1176 Premier Street, N. Vancouver, BC, Canada V7J 2H3

        The number of members of the Board of Directors shall not be less than one nor more than thirteen.

SIXTH

The capital stock, after the amount of the subscription price, or par value, has been paid in shall not be subject to assessment to pay the debts of the corporation.

SEVENTH

The name and addresses of each of the incorporators signing the Articles of Incorporation are as follows:

NAME POST-OFFICE ADDRESS

Andrew B. Stewart #3301 - 1009 Expo Blvd, Vancouver, BC, Canada V6Z 2V9

EIGHTH

        The corporation is to have perpetual existence.

NINTH

In furtherance, and not in limitation of the powers conferred by statute, the board of directors is expressly authorized:

Subject to the bylaws, if any, adopted by the stockholders, to make, alter, amend or repeal the bylaws of the corporation.

To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of this corporation.

        To authorize the guaranty by the corporation of the securities, evidences of indebtedness and obligations of other persons, corporations or business entities.

        To set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve.

By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution or in the bylaws of the corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the bylaws of the corporation or as may be determined from time to time by resolution adopted by the board of directors.

When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power given at a stockholders' meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the board of directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of directors deem expedient and for the best interests of the corporation.

        All the corporate powers of the corporation shall be exercised by the board of directors except as otherwise herein or in the bylaws or by law.

TENTH

Meeting of stockholders may be held outside the State of Nevada, if the bylaws so provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Nevada at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

ELEVENTH

This corporation reserves the right to amend alter, change or repeal any provision contained in the Restated Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Restated Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

TWELFTH

The corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada.

A director or officer of the corporation shall not be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.

THIRTEENTH

Every person who was or is a party t o, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.

Without limiting the application of the foregoing, the board of directors may adopt by-laws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director or officer.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do hereby declare and certify that the facts herein stated are true, and accordingly have hereunto set my hand this 25 th day of September, 2001.

 

/s/ Andrew B. Stewart ____________________
Andrew B. Stewart
Incorporator

CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:

NEVADA AGENCY & TRUST COMPANY, hereby accept appointment as Resident Agent for the above named corporation, this 25 th day of October, 2001.

/s/ Amanda Cardinalli _______________________
Amanda Cardinalli, Vice President
On Behalf of Nevada Agency & Trust Company

 

 

EXHIBIT 3.2

BYLAWS
OF

ALTUS EXPLORATIONS INC.

I. SHAREHOLDER'S MEETING.

.01 Annual Meetings.

The annual meeting of the shareholders of this Corporation, for the purpose of election of Directors and for such other business as may come before it, shall be held at the registered office of the Corporation, or such other places, either within or without the State of Nevada, as may be designated by the notice of the meeting, on the first week in November of each and every year, at 1:00 p.m., commencing in 2002, but in case such day shall be a legal holiday, the meeting shall be held at the same hour and place on the next succeeding day not a holiday.

.02 Special Meeting.

Special meetings of the shareholders of this Corporation may be called at any time by the holders of ten percent (10%) of the voting shares of the Corporation, or by the President, Secretary, or by the Board of Directors or a majority thereof. No business shall be transacted at any special meeting of shareholders except as is specified in the notice calling for said meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of any special meeting called by the president or the Board of Directors, and special meetings called at the request of shareholders shall be held at such place in the State of Nevada, as may be determined by the Board of Directors and placed in the notice of such meeting.

.03 Notice of Meeting.

Written notice of annual or special meetings of shareholders stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called shall be given by the Secretary or persons authorized to call the meeting to each shareholder of record entitled to vote at the meeting. Such notice shall be given not less than ten (10) nor more than fifty (50) days prior to the date of the meeting, and such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his/her address as it appears on the stock transfer books of the Corporation.

.04 Waiver of Notice.

Notice of the time, place, and purpose of any meeting may be waived in writing and will be waived by any shareholder by his/her attendance thereat in person or by proxy. Any shareholder so waiving shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

.05 Quorum and Adjourned Meetings.

A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. A majority of the shares represented at a meeting, even if less than a quorum, may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

.06 Proxies.

At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his/her duly authorized attorney in fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

.07 Voting of Shares.

Except as otherwise provided in the Restated Articles of Incorporation or in these Bylaws, every shareholder of record shall have the right at every shareholder's meeting to one (1) vote for every share standing in his/her name on the books of the Corporation, and the affirmative vote of a majority of the shares represented at a meeting and entitled to vote thereat shall be necessary for the adoption of a motion or for the determination of all questions and business which shall come before the meeting.

II. DIRECTORS.

.01 General Powers.

The business and affairs of the Corporation shall be managed by its Board of Directors.

.02 Number, Tenure and Qualifications.

The number of Directors of the Corporation shall be not less than one or more than thirteen. Each Director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation.

.03 Election.

The Directors shall be elected by the shareholders at their annual meeting each year; and if, for any cause the Directors shall not have been elected at an annual meeting, they may be elected at a special meeting of shareholders called for that purpose in the manner provided by these Bylaws.

.04 Vacancies.

In case of any vacancy in the Board of Directors, the remaining Director, whether constituting a quorum or not, may elect a successor to hold office for the unexpired portion of the terms of the Director whose place shall be vacant, and until his/her successor shall have been duly elected and qualified.

.05 Resignation.

Any Director may resign at any time by delivering written notice to the Secretary or registered office of the Corporation.

.06 Meetings.

At any annual, special or regular meeting of the Board of Directors, any business may be transacted, and the Board may exercise all of its powers. Any such annual, special or regular meeting of the Board of Directors of the Corporation may be held outside of the State of Nevada, and any member or members of the Board of Directors of the Corporation may participate in any such meeting by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time; the participation by such means shall constitute presence in person at such meeting.

A. Annual Meeting of Directors.

Annual meetings of the Board of Directors shall be held immediately after the annual shareholders' meeting or at such time and place as may be determined by the Directors. No notice of the annual meeting of the Board of Directors shall be necessary.

B. Special Meetings.

Special meetings of the Directors shall be called at any time and place upon the call of the president or any Director. Notice of the time and place of each special meeting shall be given by the secretary, or the persons calling the meeting, by mail, radio, telegram, or by personal communication by telephone or otherwise at least one (1) day in advance of the time of the meeting. The purpose of the meeting need not be given in the notice. Notice of any special meeting may be waived in writing or by telegram (either before or after such meeting) and will be waived by any Director in attendance at such meeting.

C. Regular Meetings of Directors.

Regular meetings of the Board of Directors shall be held at such place and on such day and hour as shall from time to time be fixed by resolution of the Board of Directors. No notice of regular meetings of the Board of Directors shall be necessary.

.07 Quorum and Voting.

A majority of the Directors presently in office shall constitute a quorum for all purposes, but a lesser number may adjourn any meeting, and the meeting may be held as adjourned without further notice. At each meeting of the Board at which a quorum is present, the act of a majority of the Directors present at the meeting shall be the act of the Board of Directors. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors to leave less than a quorum.

.08 Compensation.

By resolution of the Board of Directors, the Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as Director. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefore.

.09 Presumption of Assent.

A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

.10 Executive and Other Committees.

The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an executive committee and one of more other committees, each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Board of Directors, but no such committee shall have the authority of the Board of Directors, in reference to amending the Restated Articles of Incorporation, adoption a plan of merger or consolidation, recommending to the shareholders the sale, lease, exchange, or other disposition of all of substantially all the property and assets of the dissolution of the Corporation or a revocation thereof, designation of any such committee and the delegation thereto of authority shall not operate to relieve any member of the Board of Directors of any responsibility imposed by law.

.11 Chairman of Board of Directors.

The Board of Directors may, in its discretion, elect a chairman of the Board of Directors from its members; and, if a chairman has been elected, he/she shall, when present, preside at all meetings of the Board of Directors and the shareholders and shall have such other powers as the Board may prescribe.

.12 Removal.

Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors.

III. ACTIONS BY WRITTEN CONSENT.

Any corporate action required by the Restated Articles of Incorporation, Bylaws, or the laws under which this Corporation is formed, to be voted upon or approved at a duly called meeting of the Directors or shareholders may be accomplished without a meeting if a written memorandum of the respective Directors or shareholders, setting forth the action so taken, shall be signed by all the Directors or shareholders, as the case may be.

IV. OFFICERS.

.01 Officers Designated.

The Officers of the Corporation shall be a president, one or more vice presidents (the number thereof to be determined by the Board of Directors), a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other Officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any Officer may be held by the same person, except that in the event that the Corporation shall have more than one director, the offices of president and secretary shall be held by different persons.

.02 Election, Qualification and Term of Office.

Each of the Officers shall be elected by the Board of Directors. None of said Officers except the president need be a Director, but a vice president who is not a Director cannot succeed to or fill the office of president. The Officers shall be elected by the Board of Directors. Except as hereinafter provide, each of said Officers shall hold office from the date of his/her election until the next annual meeting of the Board of Directors and until his/her successor shall have been duly elected and qualified.

.03 Powers and Duties.

The powers and duties of the respective corporate Officers shall be as follows:

A. President.

The president shall be the chief executive Officer of the Corporation and, subject to the direction and control of the Board of Directors, shall have general charge and supervision over its property, business, and affairs. He/she shall, unless a Chairman of the Board of Directors has been elected and is present, preside at meetings of the shareholders and the Board of Directors.

        B. Vice President.

In the absence of the president or his/her inability to act, the senior vice president shall act in his place and stead and shall have all the powers and authority of the president, except as limited by resolution of the Board of Directors.

C. Secretary.

The secretary shall:

                Keep the minutes of the shareholder's and of the Board of Directors meetings in one or more books provided for that purpose;

                See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

                Be custodian of the corporate records and of the seal of the Corporation and affix the seal of the Corporation to all documents as may be required;

                Keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder;

                Sign with the president, or a vice president, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors;

                Have general charge of the stock transfer books of the corporation; and,

                In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him/her by the president or by the Board of Directors.

D. Treasurer.

Subject to the direction and control of the Board of Directors, the treasurer shall have the custody, control and disposition of the funds and securities of the Corporation and shall account for the same; and, at the expiration of his/her term of office, he/she shall turn over to his/her successor all property of the Corporation in his/her possession.

E. Assistant Secretaries and Assistant Treasurers.

The assistant secretaries, when authorized by the Board of Directors, may sign with the president or a vice president certificates for shares of the Corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. The assistant treasurers shall, respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The assistant secretaries and assistant treasurers, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the Board of Directors.

.04 Removal.

The Board of Directors shall have the right to remove any Officer whenever in its judgment the best interest of the Corporation will be served thereby.

.05 Vacancies.

The Board of Directors shall fill any office that becomes vacant with a successor who shall hold office for the unexpired term and until his/her successor shall have been duly elected and qualified.

.06 Salaries.

The salaries of all Officers of the Corporation shall be fixed by the Board of Directors.

V. SHARE CERTIFICATES

.01 Form and Execution of Certificates.

Certificates for shares of the Corporation shall be in such form as is consistent with the provisions of the Corporation laws of the State of Nevada. They shall be signed by the president and by the secretary, and the seal of the Corporation shall be affixed thereto. Certificates may be issued for fractional shares.

.02 Transfers.

Shares may be transferred by delivery of the certificates therefore, accompanied either by an assignment in writing on the back of the certificates or by a written power of attorney to assign and transfer the same signed by the record holder of the certificate. Except as otherwise specifically provided in these Bylaws, no shares shall be transferred on the books of the Corporation until the outstanding certificate therefore has been surrendered to the Corporation.

.03 Loss or Destruction of Certificates.

In case of loss or destruction of any certificate of shares, another may be issued in its place upon proof of such loss or destruction and upon the giving of a satisfactory bond of indemnity to the Corporation. A new certificate may be issued without requiring any bond, when in the judgment of the Board of Directors it is proper to do so.

VI. BOOKS AND RECORDS.

.01 Books of Accounts, Minutes and Share Register.

The Corporation shall keep complete books and records of accounts and minutes of the proceedings of the Board of Directors and shareholders and shall keep at its registered office, principal place of business, or at the office of its transfer agent or registrar a share register giving the names of the shareholders in alphabetical order and showing their respective addresses and the number of shares held by each.

.02 Copies of Resolutions.

Any person dealing with the Corporation may rely upon a copy of any of the records of the proceedings, resolutions, or votes of the Board of Directors or shareholders, when certified by the president or secretary.

VII. CORPORATE SEAL.

The following is an impression of the corporate seal of this Corporation:

VIII. LOANS.

Generally, no loans shall be made by the Corporation to its Officers or Directors, unless first approved by the holder of two-third of the voting shares, and no loans shall be made by the Corporation secured by its shares. Loans shall be permitted to be made to Officers, Directors and employees of the Company for moving expenses, including the cost of procuring housing. Such loans shall be limited to $25,000.00 per individual, upon unanimous consent of the Board of Directors.

IX. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

.01 Indemnification.

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action proceeding, had reasonable cause to believe that such person's conduct was unlawful.

.02 Derivative Action

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in the Corporation's favor by reason of the fact that such person is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees) and amount paid in settlement actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to amounts paid in settlement, the settlement of the suit or action was in the best interests of the Corporation; provided, however, that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such person's duty to the Corporation unless and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper. The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation.

.03 Successful Defense.

To the extent that a Director, Trustee, Officer, employee or Agent of the Corporation has been successful on the merits or otherwise, in whole or in part in defense of any action, suit or proceeding referred to in Paragraphs .01 and .02 above, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.

.04 Authorization.

Any indemnification under Paragraphs .01 and .02 above (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, Trustee, Officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Paragraphs .01 and .02 above. Such determination shall be made (a) by the Board of Directors of the Corporation by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) is such a quorum is not obtainable, by a majority vote of the Directors who were not parties to such action, suit or proceeding, or (c) by independent legal counsel (selected by one or more of the Directors, whether or not a quorum and whether or not disinterested) in a written opinion, or (d) by the Shareholders. Anyone making such a determination under this Paragraph .04 may determine that a person has met the standards therein set forth as to some claims, issues or matters but not as to others, and may reasonably prorate amounts to be paid as indemnification.

.05 Advances.

Expenses incurred in defending civil or criminal action, suit or proceeding shall be paid by the Corporation, at any time or from time to time in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Paragraph .04 above upon receipt of an undertaking by or on behalf of the Director, Trustee, Officer, employee or agent to repay such amount unless it shall ultimately be by the Corporation is authorized in this Section.

.06 Nonexclusivity.

The indemnification provided in this Section shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Trustee, Officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

.07 Insurance.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director, Trustee, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Trustee, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability assessed against such person in any such capacity or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability.

.08 "Corporation" Defined.

For purposes of this Section, references to the "Corporation" shall include, in addition to the Corporation, an constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had the power and authority to indemnify its Directors, Trustees, Officers, employees or agents, so that any person who is or was a Director, Trustee, Officer, employee or agent of such constituent corporation or of any entity a majority of the voting stock of which is owned by such constituent corporation or is or was serving at the request of such constituent corporation as a Director, Trustee, Officer, employee or agent of the corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Section with respect to the resulting or surviving Corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

X. AMENDMENT OF BYLAWS.

.01 By the Shareholders.

These Bylaws may be amended, altered, or repealed at any regular or special meeting of the shareholders if notice of the proposed alteration or amendment is contained in the notice of the meeting.

.02 By the Board of Directors.

These Bylaws may be amended, altered, or repealed by the affirmative vote of a majority of the entire Board of Directors at any regular or special meeting of the Board.

XI. FISCAL YEAR.

The fiscal year of the Corporation shall be set by resolution of the Board of Directors.

XII. RULES OF ORDER.

The rules contained in the most recent edition of Robert's Rules of Order, Newly Revised, shall govern all meetings of shareholders and Directors where those rules are not inconsistent with the Restated Articles of Incorporation, Bylaws, or special rules or order of the Corporation.

XIII. REIMBURSEMENT OF DISALLOWED EXPENSES.

If any salary, payment, reimbursement, employee fringe benefit, expense allowance payment, or other expense incurred by the Corporation for the benefit of an employee is disallowed in whole or in part as a deductible expense of the Corporation for Federal Income Tax purposes, the employee shall reimburse the Corporation, upon notice and demand, to the full extent of the disallowance. This legally enforceable obligation is in accordance with the provisions of Revenue Ruling 69-115, 1969-1 C.B. 50, and is for the purpose of entitling such employee to a business expense deduction for the taxable year in which the repayment is made to the Corporation. In this manner, the Corporation shall be protected from having to bear the entire burden of disallowed expense items.

I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the Bylaws of ALTUS EXPLORATIONS INC., a Nevada corporation, as in effect on the date hereof.

WITNESS my hand this 5 th day of November, 2001

/s/ Andrew B. Stewart ______________
Andrew B. Stewart
Secretary

 

 

EXHIBIT 4.1

ALTUS EXPLORATIONS INC.
INCORPORATION UNDER THE LAWS OF THE STATE OF NEVADA
AUTHORIZED SHARES $0.001 PAR VALUE

 NUMBER

SHARES

 

CUSIP

See Reverse For Certain Definitions

THIS CERTIFIES THAT

Is The Owner of

FULLY PAID AND NON-ASSESSABLE SHARES OF $0.001 PAR VALUE COMMON

STOCK OF

ALTUS EXPLORATIONS INC.

Transferable only on the books of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and Registrar.

IN WITNESS WHEREOF, the said Company has caused this Certificate to be executed by the facsimile signatures of its duly authorized officers and to be sealed with the facsimile seal of the Company.

Dated:

 ____________________________

Secretary

 

SEAL

_____________________________

President

 

ALTUS EXPLORATIONS INC.

TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED

The following abbreviations when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable law or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants in common

UNIF GIFT MIN ACT - __________ Custodian ___________ (Minor) under Uniform Gifts to Minors Act ____________ (State)

Additional abbreviations may also be used though not in the above list.

For Value Received, _________________ hereby sell, assign and transfer unto

_______________ (Please insert Social Security or other identifying number of Assignee).

_________________________________________________________________

Please print or typewrite name and address, including zip code of Assignee)

_________________________________________________________________

_________________________________________________________________

__________________________________________________________ Shares of the Common Stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________ attorney-in-fact to transfer the said stock on the books of the within-named Corporation, with full power of substitution in the premises.

Dated: _________________

_____________________________________________

Notice: The signatures to this Assignment must correspond with the name(s) as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatsoever.

Signature(s) Guaranteed:

___________________________

The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to SEC Rule 17Ad-15.

 

 

EXHIBIT 5.1 - OPINION OF SUTTON LAW CENTER

 

January 28, 2002

VIA FED-EX

The Board of Directors
Altus Explorations, Inc.
#1208-1030 West Georgia Street
Vancouver, BC Canada
V63 2Y3

Re: Registration Statement to be filed with the
Securities & Exchange Commission on January 28, 2002

Ladies and Gentlemen:

We have acted as your counsel in connection with the registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), and the sale by Altus Explorations, Inc., a Nevada corporation (the "Company"), of an aggregate of 2,000,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock" or the "Shares").

This opinion is delivered in accordance with the requirements of Items 601(b)(5) and (23) of Regulation S-K under the Securities Act.

In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement on Form SB-2, relating to the Shares, to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act on January 28, 2002 (together with all exhibits thereto, the "Registration Statement"), (ii) the Charter of the Company, (iii) the Articles of Incorporation of the Company in effect as of the date hereof (iv) the Bylaws of the Company in effect as of the date hereof, (v) resolutions of the Board of Directors of the Company adopted at a meeting held November 28, 2001, relating to the issuance and sale of the Shares and the filing of the Registration Statement, and (vi) a specimen of the certificates representing the Shares. We have also examined such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth below.

In rendering this opinion, we have relied upon our review of documentation representing the transactions involving the transfer of the shares and certain other applicable documents pertaining to the status of the Company and its common stock that were furnished to us by the Company. We have also received oral representations made by certain officers and affiliates of the Company.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photocopies, and the authenticity of the originals of such copies. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Members of our firm working with respect to the Company are admitted to the practice of law in the State of Nevada and the State of California and to practice federal law of the United States of America, and we do not express any opinion as to the laws of any other jurisdiction or any other applicable law or regulation.

Based upon and subject to the foregoing, we are of the opinion that the Shares to be issued by the Company in the offering, described in the Registration Statement, have been duly and validly authorized for issuance, and, upon issuance and delivery of the Shares, the Shares will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to Form SB-2, and its incorporation by reference as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the Commission promulgated thereunder.

This opinion letter is rendered as of the date first written above. This law firm expressly disclaims any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify this opinion. This opinion is expressly limited to the matters stated herein, and this law firm makes no opinion, express or implied, as to any other matters relating to the Company or its securities.

Very truly yours,



/s/ Sutton Law Center


SUTTON LAW CENTER

 

 

EXHIBIT 10.1

Ministry of Energy and Mines, Energy and Minerals Division __ Mineral Titles Branch
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 27)

BRITISH COLUMBIA
Mining Division Greenwood

 

Tenure No. 388618

Gold Commissioner

Date of Record August 6, 2001

APPLICATION TO RECORD A 2 POST CLAIM

I, Andrew B. Stewart, Name of Locator, #3301 - 1009 Expo Blvd, Vancouver, British Columbia V6Z 2V9, Client Number 143722, hereby apply for a record of a 2 Post claim for the location as outlined on the attached copy of mineral titles reference map number(s) M082E055, in the Greenwood Mining Division.

ACCESS

Describe how you gained access to the location; include references to roads, trails, topographic features, permanent landmarks and a description of the initial post location.

Access is gained by following Highway #3 from Hope until Rock Creek. Then by Highway #33 to Westbridge and continuing 1.7 km past Westbridge to the Harrison Forrest Service Road. Then by the Forrest Service Road 5.1 km at 10 Degrees from North. The IP is located 3m to the East at 90 Degrees.

GPS Co-ordinates taken of posts: Yes [ ] No [x] It yes, complete information chart on reverse side.

I have securely affixed the portion of the metal identification tag embossed "INITIAL POST (No. 1) to the initial post and impressed this information on the tag:

I have securely affixed the Portion of the metal identification tag embossed "FINAL POST" (No. 2) to the final post (or the witness post*) and impressed this information on the tag:

TAG NUMBER 705442 M
INITIAL POST (No. 1)

TAG NUMBER 705442 M
FINAL POST (No. 2)

CLAIM NAME Harrison 1

CLAIM NAME Harrison 1

LOCATOR Andrew B. Stewart

LOCATOR Andrew B. Stewart

AGENT FOR Self

AGENT FOR Self

DATE COMMENCED August 6, 2001

DIST. FROM I.P 500 m

TIME COMMENCED 8:05 am

DATE COMPLETED August 6, 2001

DIR. TO F.P. 190 Degrees

TIME COMPLETED 9:02 am

METRES TO RIGHT 0 m

 

METRES TO LEFT 500 m

* If witness post placed for final post: Bearing and distance from the witness post to the true position of the final post, exactly as written in the witness post:______ degree ______ meters ______.

"Direction" means a bearing measured between 0 degrees and 360 degrees, where 0 degrees is the bearing for true north.

I have complied with all the terms and conditions of the Mineral Tenure Act and Regulation pertaining to the location of 2 post claims and have attached a plan of the location on which the positions of the Initial and Final posts (and witness post if applicable) are indicated. The tag information supplied above is the identical information that I impressed upon the respective tags affixed to the applicable post when I locate this claim and this information is true and correct.

/s/ Andrew B. Stewart

RECEIVED
August 6, 2001
Gold Commissioner's Office
Vancouver, British Columbia
Recording Stamp

 

 

EXHIBIT 10.2

Ministry of Energy and Mines, Energy and Minerals Division __ Mineral Titles Branch
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 27)

BRITISH COLUMBIA
Mining Division Greenwood

 

Tenure No. 388619

Gold Commissioner

Date of Record August 6, 2001

APPLICATION TO RECORD A 2 POST CLAIM

I, Andrew B. Stewart, Name of Locator, #3301 - 1009 Expo Blvd, Vancouver, British Columbia V6Z 2V9, Client Number 143722, hereby apply for a record of a 2 Post claim for the location as outlined on the attached copy of mineral titles reference map number(s) M082E055, in the Greenwood Mining Division.

ACCESS

Describe how you gained access to the location; include references to roads, trails, topographic features, permanent landmarks and a description of the initial post location.

Access is gained by following Highway #3 from Hope until Rock Creek. Then by Highway #33 to Westbridge and continuing 1.7 km past Westbridge to the Harrison Forrest Service Road. Then by the Forrest Service Road 5.1 km at 10 Degrees from North. The IP is located 3m to the East at 90 Degrees.

GPS Co-ordinates taken of posts: Yes [ ] No [x] It yes, complete information chart on reverse side.

I have securely affixed the portion of the metal identification tag embossed "INITIAL POST (No. 1) to the initial post and impressed this information on the tag:

I have securely affixed the Portion of the metal identification tag embossed "FINAL POST" (No. 2) to the final post (or the witness post*) and impressed this information on the tag:

TAG NUMBER 705443 M
INITIAL POST (No. 1)

TAG NUMBER 705443 M
FINAL POST (No. 2)

CLAIM NAME Harrison 2

CLAIM NAME Harrison 2

LOCATOR Andrew B. Stewart

LOCATOR Andrew B. Stewart

AGENT FOR Self

AGENT FOR Self

DATE COMMENCED August 6, 2001

DIST. FROM I.P 500 m

TIME COMMENCED 8:05 am

DATE COMPLETED August 6, 2001

DIR. TO F.P. 190 Degrees

TIME COMPLETED 9:02 am

METRES TO RIGHT 500 m

 

METRES TO LEFT 0 m

* If witness post placed for final post: Bearing and distance from the witness post to the true position of the final post, exactly as written in the witness post:______ degree ______ meters ______.

"Direction" means a bearing measured between 0 degrees and 360 degrees, where 0 degrees is the bearing for true north.

I have complied with all the terms and conditions of the Mineral Tenure Act and Regulation pertaining to the location of 2 post claims and have attached a plan of the location on which the positions of the Initial and Final posts (and witness post if applicable) are indicated. The tag information supplied above is the identical information that I impressed upon the respective tags affixed to the applicable post when I locate this claim and this information is true and correct.

/s/ Andrew B. Stewart

RECEIVED
August 8, 2001
Gold Commissioner's Office
Vancouver, British Columbia
Recording Stamp

 

 

EXHIBIT 10.3

Ministry of Energy and Mines, Energy and Minerals Division __ Mineral Titles Branch
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 27)

BRITISH COLUMBIA
Mining Division Greenwood

 

Tenure No. 388620

Gold Commissioner

Date of Record August 6, 2001

APPLICATION TO RECORD A 2 POST CLAIM

I, Andrew B. Stewart, Name of Locator, #3301 - 1009 Expo Blvd, Vancouver, British Columbia V6Z 2V9, Client Number 143722, hereby apply for a record of a 2 Post claim for the location as outlined on the attached copy of mineral titles reference map number(s) M082E055, in the Greenwood Mining Division.

ACCESS

Describe how you gained access to the location; include references to roads, trails, topographic features, permanent landmarks and a description of the initial post location.

Access is gained by following Highway #3 from Hope until Rock Creek. Then by Highway #33 to Westbridge and continuing 1.7 km past Westbridge to the Harrison Forrest Service Road. Then by the Forrest Service Road 4.6 km at 10 Degrees from North. The IP is located 5m to the East at 85 Degrees.

GPS Co-ordinates taken of posts: Yes [ ] No [x] It yes, complete information chart on reverse side.

I have securely affixed the portion of the metal identification tag embossed "INITIAL POST (No. 1) to the initial post and impressed this information on the tag:

I have securely affixed the Portion of the metal identification tag embossed "FINAL POST" (No. 2) to the final post (or the witness post*) and impressed this information on the tag:

TAG NUMBER 705444 M
INITIAL POST (No. 1)

TAG NUMBER 705444 M
FINAL POST (No. 2)

CLAIM NAME Harrison 3

CLAIM NAME Harrison 3

LOCATOR Andrew B. Stewart

LOCATOR Andrew B. Stewart

AGENT FOR Self

AGENT FOR Self

DATE COMMENCED August 6, 2001

DIST. FROM I.P 500 m

TIME COMMENCED 9:05 am

DATE COMPLETED August 6, 2001

DIR. TO F.P. 190 Degrees

TIME COMPLETED 9:45 am

METRES TO RIGHT 0 m

 

METRES TO LEFT 500 m

* If witness post placed for final post: Bearing and distance from the witness post to the true position of the final post, exactly as written in the witness post:______ degree ______ meters ______.

"Direction" means a bearing measured between 0 degrees and 360 degrees, where 0 degrees is the bearing for true north.

I have complied with all the terms and conditions of the Mineral Tenure Act and Regulation pertaining to the location of 2 post claims and have attached a plan of the location on which the positions of the Initial and Final posts (and witness post if applicable) are indicated. The tag information supplied above is the identical information that I impressed upon the respective tags affixed to the applicable post when I locate this claim and this information is true and correct.

/s/ Andrew B. Stewart

RECEIVED
August 8, 2001
Gold Commissioner's Office
Vancouver, British Columbia
Recording Stamp

 

 

EXHIBIT 10.4

Ministry of Energy and Mines, Energy and Minerals Division __ Mineral Titles Branch
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 27)

BRITISH COLUMBIA
Mining Division Greenwood

 

Tenure No. 388621

Gold Commissioner

Date of Record August 6, 2001

APPLICATION TO RECORD A 2 POST CLAIM

I, Andrew B. Stewart, Name of Locator, #3301 - 1009 Expo Blvd, Vancouver, British Columbia V6Z 2V9, Client Number 143722, hereby apply for a record of a 2 Post claim for the location as outlined on the attached copy of mineral titles reference map number(s) M082E055, in the Greenwood Mining Division.

ACCESS

Describe how you gained access to the location; include references to roads, trails, topographic features, permanent landmarks and a description of the initial post location.

Access is gained by following Highway #3 from Hope until Rock Creek. Then by Highway #33 to Westbridge and continuing 1.7 km past Westbridge to the Harrison Forrest Service Road. Then by the Forrest Service Road 4.6 km at 10 Degrees from North. The IP is located 3m to the East at 89 Degrees.

GPS Co-ordinates taken of posts: Yes [ ] No [x] It yes, complete information chart on reverse side.

I have securely affixed the portion of the metal identification tag embossed "INITIAL POST (No. 1) to the initial post and impressed this information on the tag:

I have securely affixed the Portion of the metal identification tag embossed "FINAL POST" (No. 2) to the final post (or the witness post*) and impressed this information on the tag:

TAG NUMBER 70586 M
INITIAL POST (No. 1)

TAG NUMBER 705586 M
FINAL POST (No. 2)

CLAIM NAME Harrison 4

CLAIM NAME Harrison 4

LOCATOR Andrew B. Stewart

LOCATOR Andrew B. Stewart

AGENT FOR Self

AGENT FOR Self

DATE COMMENCED August 6, 2001

DIST. FROM I.P 500 m

TIME COMMENCED 9:05 am

DATE COMPLETED August 6, 2001

DIR. TO F.P. 161 Degrees

TIME COMPLETED 9:45 am

METRES TO RIGHT 500 m

 

METRES TO LEFT 0 m

* If witness post placed for final post: Bearing and distance from the witness post to the true position of the final post, exactly as written in the witness post:______ degree ______ meters ______.

"Direction" means a bearing measured between 0 degrees and 360 degrees, where 0 degrees is the bearing for true north.

I have complied with all the terms and conditions of the Mineral Tenure Act and Regulation pertaining to the location of 2 post claims and have attached a plan of the location on which the positions of the Initial and Final posts (and witness post if applicable) are indicated. The tag information supplied above is the identical information that I impressed upon the respective tags affixed to the applicable post when I locate this claim and this information is true and correct.

/s/ Andrew B. Stewart

RECEIVED
August 8, 2001
Gold Commissioner's Office
Vancouver, British Columbia
Recording Stamp

 

 

EXHIBIT 10.5

Ministry of Energy and Mines, Energy and Minerals Division __ Mineral Titles Branch
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 27)

BRITISH COLUMBIA
Mining Division Greenwood

 

Tenure No. 388622

Gold Commissioner

Date of Record August 6, 2001

APPLICATION TO RECORD A 2 POST CLAIM

I, Andrew B. Stewart, Name of Locator, #3301 - 1009 Expo Blvd, Vancouver, British Columbia V6Z 2V9, Client Number 143722, hereby apply for a record of a 2 Post claim for the location as outlined on the attached copy of mineral titles reference map number(s) M082E055, in the Greenwood Mining Division.

ACCESS

Describe how you gained access to the location; include references to roads, trails, topographic features, permanent landmarks and a description of the initial post location.

Access is gained by following Highway #3 from Hope until Rock Creek. Then by Highway #33 to Westbridge and continuing 1.7 km past Westbridge to the Harrison Forrest Service Road. Then by the Forrest Service Road 4.1 km at 10 Degrees from North. The IP is located 4m to the East at 92 Degrees.

GPS Co-ordinates taken of posts: Yes [ ] No [x] It yes, complete information chart on reverse side.

I have securely affixed the portion of the metal identification tag embossed "INITIAL POST (No. 1) to the initial post and impressed this information on the tag:

I have securely affixed the Portion of the metal identification tag embossed "FINAL POST" (No. 2) to the final post (or the witness post*) and impressed this information on the tag:

TAG NUMBER 705587 M
INITIAL POST (No. 1)

TAG NUMBER 705587 M
FINAL POST (No. 2)

CLAIM NAME Harrison 6

CLAIM NAME Harrison 6

LOCATOR Andrew B. Stewart

LOCATOR Andrew B. Stewart

AGENT FOR Self

AGENT FOR Self

DATE COMMENCED August 6, 2001

DIST. FROM I.P 500 m

TIME COMMENCED 9:50 am

DATE COMPLETED August 6, 2001

DIR. TO F.P. 190 Degrees

TIME COMPLETED 10:30 am

METRES TO RIGHT 0 m

 

METRES TO LEFT 500 m

* If witness post placed for final post: Bearing and distance from the witness post to the true position of the final post, exactly as written in the witness post:______ degree ______ meters ______.

"Direction" means a bearing measured between 0 degrees and 360 degrees, where 0 degrees is the bearing for true north.

I have complied with all the terms and conditions of the Mineral Tenure Act and Regulation pertaining to the location of 2 post claims and have attached a plan of the location on which the positions of the Initial and Final posts (and witness post if applicable) are indicated. The tag information supplied above is the identical information that I impressed upon the respective tags affixed to the applicable post when I locate this claim and this information is true and correct.

/s/ Andrew B. Stewart

RECEIVED
August 8, 2001
Gold Commissioner's Office
Vancouver, British Columbia
Recording Stamp

 

 

EXHIBIT 10.6

Ministry of Energy and Mines, Energy and Minerals Division __ Mineral Titles Branch
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 27)

BRITISH COLUMBIA
Mining Division Greenwood

 

Tenure No. 388623

Gold Commissioner

Date of Record August 6, 2001

APPLICATION TO RECORD A 2 POST CLAIM

I, Andrew B. Stewart, Name of Locator, #3301 - 1009 Expo Blvd, Vancouver, British Columbia V6Z 2V9, Client Number 143722, hereby apply for a record of a 2 Post claim for the location as outlined on the attached copy of mineral titles reference map number(s) M082E055, in the Greenwood Mining Division.

ACCESS

Describe how you gained access to the location; include references to roads, trails, topographic features, permanent landmarks and a description of the initial post location.

Access is gained by following Highway #3 from Hope until Rock Creek. Then by Highway #33 to Westbridge and continuing 1.7 km past Westbridge to the Harrison Forrest Service Road. Then by the Forrest Service Road 4.1 km at 10 Degrees from North. The IP is located 4m to the East at 92 Degrees.

GPS Co-ordinates taken of posts: Yes [ ] No [x] It yes, complete information chart on reverse side.

I have securely affixed the portion of the metal identification tag embossed "INITIAL POST (No. 1) to the initial post and impressed this information on the tag:

I have securely affixed the Portion of the metal identification tag embossed "FINAL POST" (No. 2) to the final post (or the witness post*) and impressed this information on the tag:

TAG NUMBER 705588 M
INITIAL POST (No. 1)

TAG NUMBER 705588 M
FINAL POST (No. 2)

CLAIM NAME Harrison 6

CLAIM NAME Harrison 6

LOCATOR Andrew B. Stewart

LOCATOR Andrew B. Stewart

AGENT FOR Self

AGENT FOR Self

DATE COMMENCED August 6, 2001

DIST. FROM I.P 500 m

TIME COMMENCED 9:50 am

DATE COMPLETED August 6, 2001

DIR. TO F.P. 190 Degrees

TIME COMPLETED 10:30 am

METRES TO RIGHT 500 m

 

METRES TO LEFT 0 m

* If witness post placed for final post: Bearing and distance from the witness post to the true position of the final post, exactly as written in the witness post:______ degree ______ meters ______.

"Direction" means a bearing measured between 0 degrees and 360 degrees, where 0 degrees is the bearing for true north.

I have complied with all the terms and conditions of the Mineral Tenure Act and Regulation pertaining to the location of 2 post claims and have attached a plan of the location on which the positions of the Initial and Final posts (and witness post if applicable) are indicated. The tag information supplied above is the identical information that I impressed upon the respective tags affixed to the applicable post when I locate this claim and this information is true and correct.

/s/ Andrew B. Stewart

RECEIVED
August 8, 2001
Gold Commissioner's Office
Vancouver, British Columbia
Recording Stamp

 

 

EXHIBIT 10.7

Ministry of Energy and Mines, Energy and Minerals Division __ Mineral Titles Branch
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 27)

BRITISH COLUMBIA
Mining Division Greenwood

 

Tenure No. 388624

Gold Commissioner

Date of Record August 6, 2001

APPLICATION TO RECORD A 2 POST CLAIM

I, Andrew B. Stewart, Name of Locator, #3301 - 1009 Expo Blvd, Vancouver, British Columbia V6Z 2V9, Client Number 143722, hereby apply for a record of a 2 Post claim for the location as outlined on the attached copy of mineral titles reference map number(s) M082E055, in the Greenwood Mining Division.

ACCESS

Describe how you gained access to the location; include references to roads, trails, topographic features, permanent landmarks and a description of the initial post location.

Access is gained by following Highway #3 from Hope until Rock Creek. Then by Highway #33 to Westbridge and continuing 1.7 km past Westbridge to the Harrison Forrest Service Road. Then by the Forrest Service Road 3.6 km at 10 Degrees from North. The IP is located 4m to the East at 90 Degrees.

GPS Co-ordinates taken of posts: Yes [ ] No [x] It yes, complete information chart on reverse side.

I have securely affixed the portion of the metal identification tag embossed "INITIAL POST (No. 1) to the initial post and impressed this information on the tag:

I have securely affixed the Portion of the metal identification tag embossed "FINAL POST" (No. 2) to the final post (or the witness post*) and impressed this information on the tag:

TAG NUMBER 705589 M
INITIAL POST (No. 1)

TAG NUMBER 705589 M
FINAL POST (No. 2)

CLAIM NAME Harrison 7

CLAIM NAME Harrison 7

LOCATOR Andrew B. Stewart

LOCATOR Andrew B. Stewart

AGENT FOR Self

AGENT FOR Self

DATE COMMENCED August 6, 2001

DIST. FROM I.P 500 m

TIME COMMENCED 10:35 am

DATE COMPLETED August 6, 2001

DIR. TO F.P. 190 Degrees

TIME COMPLETED 11:05 am

METRES TO RIGHT 0 m

 

METRES TO LEFT 500 m

* If witness post placed for final post: Bearing and distance from the witness post to the true position of the final post, exactly as written in the witness post:______ degree ______ meters ______.

"Direction" means a bearing measured between 0 degrees and 360 degrees, where 0 degrees is the bearing for true north.

I have complied with all the terms and conditions of the Mineral Tenure Act and Regulation pertaining to the location of 2 post claims and have attached a plan of the location on which the positions of the Initial and Final posts (and witness post if applicable) are indicated. The tag information supplied above is the identical information that I impressed upon the respective tags affixed to the applicable post when I locate this claim and this information is true and correct.

/s/ Andrew B. Stewart

RECEIVED
August 8, 2001
Gold Commissioner's Office
Vancouver, British Columbia
Recording Stamp

 

 

EXHIBIT 10.8

Ministry of Energy and Mines, Energy and Minerals Division __ Mineral Titles Branch
RECORD OF 2 POST CLAIM - MINERAL TENURE ACT
(Section 27)

BRITISH COLUMBIA
Mining Division Greenwood

 

Tenure No. 388625

Gold Commissioner

Date of Record August 6, 2001

APPLICATION TO RECORD A 2 POST CLAIM

I, Andrew B. Stewart, Name of Locator, #3301 - 1009 Expo Blvd, Vancouver, British Columbia V6Z 2V9, Client Number 143722, hereby apply for a record of a 2 Post claim for the location as outlined on the attached copy of mineral titles reference map number(s) M082E055, in the Greenwood Mining Division.

ACCESS

Describe how you gained access to the location; include references to roads, trails, topographic features, permanent landmarks and a description of the initial post location.

Access is gained by following Highway #3 from Hope until Rock Creek. Then by Highway #33 to Westbridge and continuing 1.7 km past Westbridge to the Harrison Forrest Service Road. Then by the Forrest Service Road 3.6 km at 10 Degrees from North. The IP is located 4m to the East at 90 Degrees.

GPS Co-ordinates taken of posts: Yes [ ] No [x] It yes, complete information chart on reverse side.

I have securely affixed the portion of the metal identification tag embossed "INITIAL POST (No. 1) to the initial post and impressed this information on the tag:

I have securely affixed the Portion of the metal identification tag embossed "FINAL POST" (No. 2) to the final post (or the witness post*) and impressed this information on the tag:

TAG NUMBER 705590 M
INITIAL POST (No. 1)

TAG NUMBER 705590 M
FINAL POST (No. 2)

CLAIM NAME Harrison 8

CLAIM NAME Harrison 8

LOCATOR Andrew B. Stewart

LOCATOR Andrew B. Stewart

AGENT FOR Self

AGENT FOR Self

DATE COMMENCED August 6, 2001

DIST. FROM I.P 500 m

TIME COMMENCED 10:35 am

DATE COMPLETED August 6, 2001

DIR. TO F.P. 190 Degrees

TIME COMPLETED 11:05 am

METRES TO RIGHT 500 m

 

METRES TO LEFT 0 m

* If witness post placed for final post: Bearing and distance from the witness post to the true position of the final post, exactly as written in the witness post:______ degree ______ meters ______.

"Direction" means a bearing measured between 0 degrees and 360 degrees, where 0 degrees is the bearing for true north.

I have complied with all the terms and conditions of the Mineral Tenure Act and Regulation pertaining to the location of 2 post claims and have attached a plan of the location on which the positions of the Initial and Final posts (and witness post if applicable) are indicated. The tag information supplied above is the identical information that I impressed upon the respective tags affixed to the applicable post when I locate this claim and this information is true and correct.

/s/ Andrew B. Stewart

RECEIVED
August 8, 2001
Gold Commissioner's Office
Vancouver, British Columbia
Recording Stamp

 

 

EXHIBIT 10.9

WARRANTY DEED

The Grantor, Andrew B. Stewart, of #3301 - 1009 Expo Blvd., Vancouver, BC for and in consideration of ten dollars ($10.00) and other good and valuable consideration, does hereby convey unto Altus Explorations Inc., a Nevada corporation with offices at 1208 - 1030 West Georgia St., Vancouver, BC, (the "Grantee"), all right title and interest in and to the following mineral titles:

 CLAIM NAME

TENURE No.

PERCENTAGE BEING SOLD

Harrison 1

388618

100%

Harrison 2

388619

100%

Harrison 3

388620

100%

Harrison 4

388621

100%

Harrison 5

388622

100%

Harrison 6

388623

100%

Harrison 7

388624

100%

Harrison 8

388625

100%

The Grantor, warrants that he holds title to the above and foregoing claims, free and clear of all claim and encumbrances, and agrees to defend said claims against any and all claims by third parties.

In witness whereof Andrew B. Stewart has executed this warranty deed this 27 th day of November, 2001.

 

/s/ Andrew B. Stewart
__________________________________
Andrew B. Stewart

PROVINCE OF BRITISH COLUMBIA
CITY OF VANCOUVER

I do hereby certify that on this 27 th day of November, 2001, personally appeared before me, Andrew B. Stewart, who is personally known to me and who is the individual described in and who executed the within 'instrument and acknowledged that he signed the same as his free and voluntary act and deed for the uses and purposes herein mentioned.

Given under my hand and seal this 27 th day of November, 2001.

/s/ Andrew B. Stewart
Notary Public

 

 

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



Altus Exploration, Inc.
Vancouver BC, Canada

 

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement on to Form SB-2 of our report dated January 9, 2002, relating to the financial statements of Altus Exploration, Inc., which is contained in the Prospectus.

We also consent to the reference to us under the caption "Experts" in the Prospectus.

 

Malone & Bailey, PLLC

 

Houston, Texas
January 21, 2002

 

 

EXHIBIT 99.1

SUBSCRIPTION AGREEMENT

Altus Explorations Inc.
1208 - 1030 West Georgia Street
Vancouver, British Columbia
Canada V6E 2Y3

Dear Sirs:

Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing ________________ shares of Common Stock of Altus Explorations Inc. (the "Company") at a price of $0.10 per Share (the "Subscription Price") Purchaser hereby confirms the subscription for and purchase of said number of Shares and hereby agrees to pay herewith the Subscription Price for such Shares.

Residents of British Columbia must complete Schedule A hereto.

MAKE CHECK PAYABLE TO: Altus Explorations Inc.

Executed this _____ day of ________________, _______, at _____________________ (Street Address), ___________________ (City), _________________ (State) ________ (Zip Code).

___________________________________
Signature of Purchaser

___________________________________
Printed Name of Purchaser

___________________________________
Social Security Number/Tax I.D.

Number of Shares Purchased Total Subscription Price

__________________________ _______________________

Form of Payment: Cash _________________
Check# _________________
Other _________________

ACCEPTED THIS _____ DAY OF ________________, _______.

Altus Explorations Inc.

BY: __________________________________

Title: ___________________________