FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PLETHORA RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Nevada 1382 26-1754034
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
Corporate Service of Nevada
204 West Spear Street 502 North Division Street
Carson City, Nevada 89703 Carson City Nevada 89703
Tel: (702) 727-1033, Fax: (775) 546-6194 Tel: (775) 883-3711, Fax: (775) 883-2723
(Address and Telephone Number of (Name, Address and Telephone Number of
Registrant's Executive Office) Agent for Service)
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Copies to:
Dean Law Corp.
601 Union Street, Suite 4200
Seattle, Washington 98101
Telephone: (206) 274-4598
Facsimile: (206) 493-2777
Approximate date of proposed sale to the public: as soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) |
Title of Each Proposed Proposed Class of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered Share(1) Price(2) Fee -------------------------------------------------------------------------------- Common Stock 2,050,000 $0.05 per share $102,500 $4.03 ================================================================================ |
(1) Calculated by adding $0.03 premium to the last sales price of our common
stock,
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
SUBJECT TO COMPLETION, DATED JULY 25, 2008
PROSPECTUS
PLETHORA RESOURCES, INC.
2,050,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus for a period of up to two years from the effective date.
Our common stock is presently not traded on any market or securities exchange.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 4-7.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS IS: JULY 25, 2008
Table of Contents
Page
----
Summary 3
Risk Factors 4
Forward-Looking Statements 7
Use of Proceeds 7
Determination of Offering Price 7
Dilution 7
Selling Shareholders 8
Plan of Distribution 9
Description of Securities 11
Interest of Named Experts and Counsel 11
Description of Business 12
Legal Proceedings 14
Market for Common Equity and Related Stockholder Matters 14
Plan of Operations 15
Changes in and Disagreements with Accountants 17
Available Information 17
Directors, Executive Officers, Promoters and Control Persons 17
Executive Compensation 18
Security Ownership of Certain Beneficial Owners and Management 19
Certain Relationships and Related Transactions 19
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities 19
Financial Statements 20
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SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
We intend to commence operations in the business of consulting oil & gas exploration companies who are interested in obtaining new exploration and production license of oil and gas properties in Russia. We intend to initially focus our consulting services on North American oil and gas exploration companies who are interested in participating in government auctions of oil and gas properties in Russia. Our services will include gathering of due diligence materials for properties that will be sold at a government auctions in Russia and assistance in the bidding process.
We were incorporated on January 16, 2008 under the laws of the state of Nevada. Our principal offices are located at 204 West Spear Street, Carson City, NV, 89703. Our telephone number is (702) 727-1033.
THE OFFERING:
Securities Being Offered Up to 2,050,000 shares of common stock.
Offering Price The selling shareholders will sell our shares
at $0.05 per share until our shares are
quoted on the OTC Bulletin Board, and
thereafter at prevailing market prices or
privately negotiated prices. We determined
this offering price arbitrarily by adding a
$0.03 premium to the last sale price of our
common stock to investors.
Terms of the Offering The selling shareholders will determine when
and how they will sell the common stock
offered in this prospectus.
Termination of the Offering The offering will conclude when all of the
2,050,000 shares of common stock have been
sold, the shares no longer need to be
registered to be sold due to the operation of
Rule 144 or we decide at any time to
terminate the registration of the shares at
our sole discretion. In any event, the
offering shall be terminated no later than
two years from the effective date of this
registration statement. Securities Issued and
to be Issued 2,050,000 shares of our common
stock to be sold in this prospectus are
issued and outstanding as of the date of this
prospectus. All of the common stock to be
sold under this prospectus will be sold by
existing shareholders.
Use of Proceeds We will not receive any proceeds from the
sale of the common stock by the selling
shareholders.
Market for the common stock There has been no market for our securities.
Our common stock is not traded on any
exchange or on the Over-the-Counter market.
After the effective date of the registration
statement relating to this prospectus, we
hope to have a market maker file an
application with FINRA for our common stock
to be come eligible for trading on the
Over-the-Counter Bulletin Board. We do not
yet have a market maker who has agreed to
file such application. There is no assurance
that a trading market will develop or, if
developed, that it will be sustained.
Consequently, a purchaser of our common stock
may find it difficult to resell the
securities offered herein should the
purchaser desire to do so.
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SUMMARY FINANCIAL INFORMATION
The following financial information summarizes the more complete historical financial information at the end of this prospectus.
Total Assets $ 24,207
Total Liabilities $ 990
Stockholders Equity $ 23,217
Period from January 16, 2008
(date of inception) to
June 30,2008 (Audited)
----------------------
INCOME STATEMENT
Revenue $ --
Total Expenses $ 1,283
Net Loss $ (1,283)
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
While at June 30, 2008, we had cash on hand of $24,207 we have accumulated a deficit of $1,283 in business development and administrative expenses. At this rate, we expect that we will only be able to continue operations for one year without additional funding. We anticipate that additional funding will be needed for general administrative expenses and marketing costs. We have not generated any revenue from operations to date.
In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.
We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our sole director.
A DECLINE IN OIL AND GAS PRICES COULD ADVERSELY AFFECT OUR BUSINESS, WHICH COULD MEAN A DECREASE IN OUR REVENUES.
We anticipate that our business will be affected by oil and gas prices. Weakness in oil and gas prices (or the perception that oil and gas prices will decrease) may result in a decrease of our client's interest in auction participation. With
significant declines in prices for oil and natural gas our potential clients most likely will not be interested in developing new projects. It could materially and adversely affect our business and could seriously decrease our revenues or prevent us from generating any revenues.
IF OUR CLIENTS ARE NOT ABLE TO WIN AUCTIONS WE WILL NOT RECEIVE OUR TOTAL FEE FROM THEM, WHICH WILL HAVE A NEGATIVE AFFECT ON OUR REVENUES.
Our consulting fee is based on a flat fee plus a percentage of the final price of the property purchased from the government auction. If our client's tender bid is not sufficient to win the auction, we will only be paid a flat fee for our services and not the percentage fee. Our out of pocket expenses during auction preparation may exceed the fee received from our client and we may incur losses, which will negatively affect our revenue.
BECAUSE OUR SOLE OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our sole officer and director, Artur Etezov, will only be devoting limited time to our operations. Mr. Etezov intends to devote 25% of his business time to our affairs. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations. It is possible that the demands on Artur Etezov from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business. In addition, Mr. Etezov may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels.
BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO HAS NO TECHNICAL EXPERIENCE IN OIL & GAS EXPLORATION AND FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGENENT, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
We have only one officer and director. He has no formal training in financial accounting and management; however, he is responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls. While Mr. Etezov has no formal training in financial accounting matters, he has been reviewing the financial statements that have been audited and reviewed by our auditors and included in this prospectus. When the disclosure and accounting controls referred to above are implemented, he will be responsible for the administration of them. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment. However, because of the small size of our expected operations, we believe that he will be able to monitor the controls he will have created and will be accurate in assembling and providing information to investors. In addition, Artur Etezov has no professional training or technical credentials in the field of geology. As a result, he may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants. Their decisions and choices may not take into account standard engineering or managerial approaches oil & gas exploration companies commonly use. Consequently our operations, earnings and ultimate financial success may suffer irreparable harm as a result.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE FUTURE.
We have incurred losses since our inception resulting in an accumulated deficit of $1,283 at June 30, 2008. Further losses are anticipated in the development of our business. As a result, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. We will require additional funds in order to provide proper service to our potential clients. At this time, we cannot assure investors that we will be able to obtain financing. If we are unable to raise needed financing, we will have to delay or abandon further consulting efforts. If we cannot raise financing to meet our obligations, we will be insolvent and will be forced to cease our business operations.
BECAUSE OUR DIRECTOR OWNS 59.4% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, HE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Our director, Artur Etezov, owns approximately 59.4% of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. He will also have the power to prevent or cause a change in control. The interests of our director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
IF ARTUR ETEZOV, OUR SOLE OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.
We depend on the services of our sole officer and director, Artur Etezov, for the future success of our business. The loss of the services of Mr. Etezov could have an adverse effect on our business, financial condition and results of operations. If he should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment. We do not carry any key personnel life insurance policies on Mr. Etezov and we do not have a contract for his services.
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND DIRECTOR.
While we are organized under the laws of State of Nevada, our sole officer and director is non-U.S. resident. In addition, we plan to establish an office in Russia. Consequently, it may be difficult for investors to affect service of process on Mr. Etezov in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Etezov based on the civil liability provisions of the United States securities laws. Since all our assets will be located in Russia it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable in the United States.
OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATIONS AS OUR PROJECTS ARE IN RUSSIA AND ALL AUCTIONS AND OPERATIONS ARE IN RUSSIAN RUBLES.
All of our operation in Russia will be in Russian Rubles. Also, we will take part in auctions organized by the Russian government that are in Russian currency, so we are affected by changes in foreign exchange rates. For the last six years the Russian Ruble has risen 30% against the US Dollar. Some of our flat fee revenues from our clients will be in U.S. Dollars, however many of our expenses in Russia, as well as commissions from auction participation will be in Russian Rubles. If we are not able to successfully protect ourselves against those currency fluctuations, then our profits will also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no assurance that a market will develop. We plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK' RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors' shares.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEBLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, a return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying with the various rules and regulations, which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily, by adding a $0.03 premium to the last sale price of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the 2,050,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration provided under Regulation S of the Securities Act of 1933. All shares were acquired outside of the United States by non-U.S. persons. The shares include the following:
1. 1,300,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
April 30, 2008;
2. 750,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
under Regulation S of the Securities Act of 1933 that was completed on
June 5, 2008.
The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number Of
Shares To Be
Offered For Total Shares to Percentage of
Selling Be Owned Upon Shares owned Upon
Name of Shares Owned Prior Shareholders Completion Of Completion of
Selling Shareholder To This Offering Account This Offering This Offering
------------------- ---------------- ------- ------------- -------------
Arkhincheev Ilya 100,000 100,000 Nil Nil
Gusev Alexey 100,000 100,000 Nil Nil
Gorbachev Sergey 100,000 100,000 Nil Nil
Chapayeva Kseniya 100,000 100,000 Nil Nil
Tyutenkov Sergey 100,000 100,000 Nil Nil
Akimova Ella 100,000 100,000 Nil Nil
Chernyshova Natalia 100,000 100,000 Nil Nil
Mikhaylova Anastasia 100,000 100,000 Nil Nil
Mikhaylov Evgeniy 100,000 100,000 Nil Nil
Burenin Vladimir 100,000 100,000 Nil Nil
Burakov Sokhibnazar 100,000 100,000 Nil Nil
Burakov Muzaffar 100,000 100,000 Nil Nil
Rodionov Sergey 100,000 100,000 Nil Nil
Khomyakov Evgeniy 50,000 50,000 Nil Nil
Khomiakov Alexander 50,000 50,000 Nil Nil
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Arkhincheyeva Nataliya 50,000 50,000 Nil Nil Dobroslavskiy Dmitriy 50,000 50,000 Nil Nil Stolbovskiy Oleg 50,000 50,000 Nil Nil Ponomarenko Pavel 50,000 50,000 Nil Nil Belonosov Nikita 50,000 50,000 Nil Nil Sharov Andrey 50,000 50,000 Nil Nil Smagliev Nikolay 50,000 50,000 Nil Nil Cherenkov Alexey 50,000 50,000 Nil Nil Belonosova Oxana 50,000 50,000 Nil Nil Baburin Artem 50,000 50,000 Nil Nil Popadenko Alexander 50,000 50,000 Nil Nil Molchanov Aleksey 50,000 50,000 Nil Nil Golovina Ekaterina 50,000 50,000 Nil Nil |
The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 5,050,000 shares of common stock issued and outstanding on the date of this prospectus.
None of the selling shareholders:
1. has had a material relationship with us other than as a shareholder at
any time within the past three years;
2. has ever been one of our officers or directors;
3. is a broker-dealer; or a broker-dealer's affiliate.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions. There are no arrangements, agreements or understandings with respect to the sale of these securities.
The selling shareholders will sell our shares at $0.05 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily by adding a $0.03 premium to the last sale price of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange or quotation system.
The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144, when eligible.
If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement
or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.
We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which contains:
- a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
- a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements;
- a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the bid and ask price;
- a toll-free telephone number for inquiries on disciplinary actions;
- a definition of significant terms in the disclosure document or in the
conduct of trading penny stocks; and
- such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
- bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.
COMMON STOCK
As of July 25, 2008, there were 5,050,000 shares of our common stock issued and outstanding that are held by 29 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Dean Law Corp. has provided an opinion on the validity of our common stock.
The financial statements included in this prospectus and the registration statement have been audited by George Stewart, CPA to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
DESCRIPTION OF BUSINESS
We intend to provide consulting services to North American oil & gas exploration companies who are interested in obtaining new exploration and production license in the East Siberian Region in Russia. Our services will include gathering and preparing due diligence materials for properties that will be sold at government auctions in Russia. We also plan to offer assistance in the bidding process.
Each year the Russian government auctions ten to twenty exploration licenses in the East Siberian Region, which is very rich in oil & natural gas. This process began in 2005. Prior to 2005, very few private companies were interested in exploration in the East Siberian Region mainly due to the lack of infrastructure and pipelines in the region. All prior exploration work was done by soviet geologists in the past century. In 2004, the Russian government announced, and in 2006, started construction of a pipeline from the East Siberian Region to the Asia-Pacific Region. When completed, the pipeline will allow oil to be transported out of the East Siberian Region to the oil market. Since the construction of the pipeline has started, more international companies have become interested in the government auctions but still hesitate to participate due to the lack of local knowledge and expertise. Since many deposits are ready to be sold and a limited numbers of companies are taking part in these auctions, current prices for licenses are relatively low. We plan to find potential clients interested in Russian oil and gas deposits, prepare due diligence documentation, and assist them in taking part in auctions for oil and gas properties.
Initially, we plan to provide consulting on oil and gas auctions for properties that have a value of between $500,000 to $5,000,000 in the Eastern Siberian Region. Gathering due diligence documentation for smaller properties will be less expensive and will reduce our initial costs. Once we expand our business, we will provide consulting services for auctions that value over $5,000,000. If our business is successful, we intend to hire additional personnel and offer consulting in more auctions in other parts of Russia and the former countries of the Soviet Union.
WHY RUSSIA?
* The largest oil producer in the world.
* The largest proven oil & gas reserves in the world.
* The largest undiscovered oil & gas reserves in the world.
* The largest country geographically in the world.
* One of the fastest growing economies in the world.
* Stable economic & political environment.
The world oil resources are between 200-300 billion tones and the world natural gas resources are between 500-550 trillion cubic meters. Russia is a leader in gas resources with 136 trillion cubic meters; that is equal to approximately 36% of the world resources. Russia is also only second to Saudi Arabia in oil with 20 billion tones of oil that is equal to approximately 13% of world oil resources.
WHY THE EASTERN SIBERIAN REGION?
In the Eastern Siberian Region oil resources are approximately 2.6 billion tones that is equal to approximately 10% of all Russian oil resources. Natural gas resources are 7.5 trillion cubic meters that is equal to approximately 5% of all Russian gas resources. As for today, recoverable oil resources in the East Siberian Region are about 300 million tones that is only about 12% of all estimated resources. Last century, the Soviet government conducted exploration in the East Siberian Region. In that time several big oil & gas deposits have been discovered. Due to the lack of infrastructure, oil production has not been started. The Russian government had two large projects in East Siberia in that time. Since the USSR did not have the resources to implement both projects at the same time, the pipeline project was put off in favor of the construction of the Baikal-Amur Railroad. Only in 2004 did the Russian government decide to start construction of the East Siberia Pacific Ocean Oil Pipeline.
EAST SIBERIA PACIFIC OCEAN OIL PIPELINE (ESPO).
Today Russia has a chance to open the Asian-Pacific oil market. With a pipeline, such an opportunity will become available. That is why in year 2006, Russian government began to build ESPO pipeline. This pipeline will ensure the start of production in existing deposits and also encourage further exploration of new oil & gas deposits in East Siberia. The project was designed in full compliance with the existing legislation of the Russian Federation and with international law. The ESPO pipeline will be over 4,700 kilometers (2,900 miles) in length, and is being built in two stages. In the first stage, a 2,757-kilometer (1,713-mile) section will be built with a capacity of 30 million tons (220.5 million bbl) of oil per year. The project's first leg is estimated to cost $11 billion and will be completed in the fourth quarter of 2009. This stage will link Taishet, in the East Siberian Region, to Skovorodino, in the Amur Region, in Russia's Far East. The second leg will stretch for 2,100 kilometers (1,304 miles) from Skovorodino to the Pacific. It will pump 367.5 million barrels of oil annually. The second stage also envisages an increase in the Taishet-Skovorodino pipeline's capacity to 588 million barrels.
Oil from East Siberia will be exported to China, Japan, South Korea, Indonesia, Australia and to other countries in Asian-Pacific region. China is ready to provide a grant to Transneft, the general contractor, to build the Chinese part of the pipeline. The Chinese branch of the pipeline will run from the town of Skovorodino on the Russian-Chinese border to the Chinese province of Heilongjiang. Half of all oil from the ESPO pipeline could potentially go to China. As of today, about 2,000 kilometers of the pipeline has been welded into line. The first stage will be completed in the fourth quarter of 2009 and oil from the end of the first state, the town of Skovorodino, will be transferred to Eastern ports by railroad. The second part of the ESPO pipeline will be started in 2013-2015.
AUCTIONS
In 2005 the Russian government began auctioning licenses for oil production and exploration. Only a few companies take part in these auctions and dozens of licenses were sold over the past three years at very low prices. International companies still do not recognize opportunities to bid at government auctions and purchase exploration licenses at the current low prices. As a result, the prices have not yet risen significantly. Final purchase prices usually rise 10%-50% from the minimum-bidding price. There is only one international company, British Petroleum, which conducts exploration in the region and is about to start production. Also some international companies work on oilfields, including Neighbors and Schlumberger.
Below is a list of the government auction that took place during the end of year 2007 and in the beginning of year 2008.
Reserves
Date Oil Gas of auction Deposit Million Barrels Trillion cubic feet Proposed price Final Price ---------- ------- --------------- ------------------- -------------- ----------- 12-Mar-08 Ichersky 62.93 706.71 $ 809,717 $1,376,518 25-Feb-08 Erbogachensky 229.07 1568.91 $2,834,008 $3,684,211 25-Feb-08 Piludinsky 188.80 1222.62 $3,441,296 $3,785,425 25-Feb-08 Uzhno-Teteisky 274.38 1823.32 $3,441,296 No purchaser 25-Feb-08 Tulunsky 0.00 2120.14 $ 485,830 $ 534,413 25-Feb-08 Kirensky 188.80 1766.79 $2,429,150 $3,684,211 25-Feb-08 Severo-Markovsky 12.59 883.39 $ 364,372 $ 400,810 28-Nov-07 Krivolugsky 125.86 883.39 $1,619,433 $1,943,320 28-Nov-07 Kazarkinsky 12.59 176.68 $ 404,858 $ 485,830 |
By the end of 2008 seven additional licenses will be sold by auction for exploration of Belsky, Rodionovsky, Magistralny, Romashikhinsky, Vostochno-Tetersky, Vodorazdelny, Srednenepsky, Kiysky and Uzhno-Ichersky deposits.
DIFFERENCE IN RESERVES CLASSIFICATION
* Difference exist between Russian and Western Reserves Classification
* SPE probabilistic reserves are booked looking forward for the license
period
* Russian reserves are booked depending on the stage of development over
a number of years
* Russian reserves are most likely to differ materially from SPE
reserves
* Such difference occurs both at exploration and early stages of
development
We may have to convert the data of oil and gas in Russian reports to meet the Western Classification standards.
REVENUE
For gathering and preparation of all documentation prior to auction, we plan to charge our clients a flat fee $30,000. Most of the exploration data is prepared by Russian authorities and is usually released just before the auction. We will attempt to gather all of the information about desired deposit earlier so our clients will have more time to research the properties. If our clients win an auction and receive an exploration license we plan to charge them a 5% fee of the final auction price.
COMPLIANCE WITH GOVERNMENT REGULATION
We are not currently subject to direct federal, state or local regulation and we do not believe that government regulation will have a material impact on the way we conduct our business in Russia and the U.S. as we are not directly involved in oil and gas exploration and provide only consulting services.
EMPLOYEES
We are a development stage company and we have no employees as of the date of this prospectus, other than our sole officer and director.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
OFFICES
Our office is currently located at 204 West Spear Street, Carson City, Nevada 89703. Our telephone number is (702) 727-1033. This is the office provided by our incorporator, Corporate Service of Nevada and is included in their Corporate Services Package. We do not pay any rent to Corporate Service of Nevada and there is no agreement to pay any rent in the future. As of the date of this prospectus, we have not sought or selected a new office location.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 502 North Division Street, Carson City, Nevada 89703
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 29 registered shareholders.
RULE 144 SHARES
A total of 3,000,000 shares of our common stock are available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act. The SEC has recently adopted amendments to Rule 144 which became effective on February 15, 2008 and applies to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securities PROVIDED that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions. Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:
* 1% of the total number of securities of the same class then
outstanding, which will equal 54,200 shares as of the date of this
prospectus; or
* the average weekly trading volume of such securities during the four
calendar weeks preceding the filing of a notice on Form 144 with
respect to the sale;
PROVIDED, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
Such sales must also comply with the manner of sale and notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of the 3,000,000 shares that may be sold pursuant to Rule 144.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
PLAN OF OPERATION
Following the date of this registration statement, our business plan is as follows:
Obtain preliminary information on the auctions that will be held at the end of 2008 and the beginning of 2009. Initially, we plan on offering consulting services for auction of properties valued at not more than $5,000,000, since obtaining due diligence documentation for larger properties will cost more than the funds we have on hand. Preliminary information will include basic data such as the names of the properties, their locations and reserves estimates. Since, our President does not have technical experience in the oil and gas industry; we plan to contract a local Russian consultant with experience in oil and gas property evaluation. Our consultant will be responsible for performing due diligence on the properties that are going up for auction. The consultant will be compensated by commissions of a percentage of fees that we will receive from our clients. We expect to pay our consultant 20-30% of the total commission received by us. We will also compensate our consultant for any out of pocket expenses which include but are not limited to: travel expenses, purchase of documents, and costs for attending any conferences or trade shows on our behalf. We estimate the out of pocket expenses will be about $10,000 during the next twelve months.
Once we have identified potential properties of interest and have conducted preliminary due diligence, we plan to approach North American oil and gas exploration companies which are interested in taking part in auctions of Russian oil and gas properties. We plan to execute consulting agreements with them regarding our services. We intend to attend conferences and trade shows to advertise our services. We may also advertise our services in oil and gas magazines. We plan to contract a representative to advertise our services and refer clients to us. We will pay our representative in form of commissions from the clients that they refer to us. We expect to execute at least one consulting agreement in the next twelve months. Advertising expenses are estimated to be about $15,000 in the next twelve months.
Once we have executed consulting agreements with at least one oil and gas company we plan to purchase detailed property agreements of the oil and gas properties going up for auction. The property agreements were created during explorations in the past century by the Soviet Government and are thought to be very reliable. However, our client may want to perform additional due diligence on the properties of interest. We plan to offer them assistance in this process, but will expect them to pay for additional expenses. We will use the expertise of our Russian consultant/geologist to perform this service for our clients. We estimate that these activities will take about three months once we have executed consulting agreement with a potential client and cost about $10,000.
Once our clients have conducted their due diligence and selected the desired property, they will be required to deposit funds with the Russian government to take part in the auction. The initial deposit equals the initial bidding price of the properties. We intend to assist our clients in the bidding process. Once the bid is won by our client, they will receive title to the property and will be required to deposit the balance of the funds within ten days. The entire auction process will take about one month from the date that our client pays the deposit and registers as a participant. We expect that our clients will pay for all expenses associated with the participation in auction. Even though, our consulting services end at that point, we may be involved in arranging the exploration work for an additional fee.
We will incur additional professional expenses including fees in connection with the filing of this registration statement and complying with reporting obligations of approximately $15,000.
Currently we do not have sufficient funds on hand to carry out our business plan. Without additional funding, we expect to continue our operations for the next six to eight months. We expect to fund further operations with a loan from our director or from additional sales of our common stock. Currently we do not have any guarantees that our director will loan funds to us. If we are unable to obtain additional funding, we will be forced to cease operation.
RESULTS OF OPERATIONS FOR PERIOD ENDING JUNE 30, 2008
We did not earn any revenues from our incorporation on January 16, 2008 to June 30, 2008. We incurred operating expenses in the amount of $1,283 for the period from our inception on January 16, 2008 to June 30, 2008. These operating expenses were comprised of incorporation expenses of $965 and interest & bank charges of $318.
We have not attained profitable operations and are dependent upon obtaining financing to continue with our business plan. For these reasons, there is substantial doubt that we will be able to continue as a going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Our executive officer and director and his age as of the date of this prospectus is as follows:
DIRECTOR:
Name of Director Age
---------------- ---
Artur Etezov 38
EXECUTIVE OFFICERS:
Name of Officer Age Office
--------------- --- ------
Artur Etezov 38 President, Chief Executive Officer, Secretary,
Treasurer, Chief Financial Officer and
Chief Accounting Officer
|
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience of our sole officer and director for the past five years.
Since our inception on January 16, 2008, Artur Etezov has been our President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Chief Accounting Officer and sole member of our board of directors. Mr. Etezov obtained a Bachelor's degree in Finance from the Moscow Open Social Institute in 2002. From July 2003 to January 2005 he worked in the ATM Department of SberBank, the largest Russian bank. From January 2005 to present he has been working as supervisor in the ATM Department of PrivatBank, the largest Ukrainian bank. Mr. Etezov has not been a member of the board of directors of any corporations during the last five years. He intends to devote approximately 25% of his business time to our affairs. Mr. Etezov does not have any technical experience in the oil & gas exploration sector.
During the past five years, Mr. Etezov has not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr. Etezov was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Mr.
Etezov's involvement in any type of business, securities or banking
activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
TERM OF OFFICE
Our sole officer and director is appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our sole officer and director.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on January 16, 2008 to June 30, 2008 (our fiscal year end) and subsequent thereto to the date of this prospectus.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Artur Etezov 2008 None None None None None None None None
President, CEO,
CFO, Secretary,
Treasurer, Chief
Accounting Officer,
and sole director
|
STOCK OPTION GRANTS
We have not granted any stock options to our executive officer since our inception.
CONSULTING AGREEMENTS
We do not have an employment or consulting agreement with Artur Etezov. We do not pay him for acting as a director or officer.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
----- -------------------- --------- --------
Common Artur Etezov 3,000,000 59.4%
Stock President, Chief Executive Officer, Chief Financial
Officer, Secretary, Treasurer, Chief Accounting Officer
and sole Director
Gor. Poselok St, 6
Kashira, Russia 142900
Common All Officers and Directors as a 3,000,000 59.4%
Stock group that consists of one person shares
|
The percent of class is based on 5,050,000 shares of common stock issued and outstanding as of the date of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our outstanding
shares of common stock;
* Our sole promoter, Artur Etezov;
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our sole officer and director is indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS:
1. Report of Independent Registered Public Accounting Firm;
2. Audited financial statements for the period from January 16, 2008 (inception) to June 30, 2008
a. Balance Sheets;
b. Statements of Operations;
c. Statements of Cash Flows;
d. Statement of Stockholders' Equity; and
e. Notes to Financial Statements
GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX (206) 328-0383
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Plethora Resources, Inc.
I have audited the accompanying balance sheets of Plethora Resources, Inc. (An Exploration Stage Company) as of June 30, 2008, and the related statement of operations, stockholders' equity and cash flows for January 16, 2008 (inception), to June 30, 2008. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Plethora Resources, Inc., (An Exploration Stage Company) as of June 30, 2008, and the results of its operations and cash flows for January 16, 2008 (inception), to June 30, 2008 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note # 2 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note # 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ George Stewart ------------------------- Seattle, Washington July 23, 2008 |
ASSETS
CURRENT ASSETS
Cash $ 24,207
--------
TOTAL ASSETS $ 24,207
========
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LONG TERM LIABILITIES
Loan from Director $ 990
--------
TOTAL LONG TERM LIABILITIES $ 990
--------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 75,000,000 shares authorized;
5,050,000 shares issued and outstanding as of June 30, 2008 $ 5,050
Additional paid-in-capital 19,450
Deficit accumulated during the development stage (1,283)
--------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 23,217
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 24,207
========
|
The accompanying notes are an integral part of these financial statements.
EXPENSES
General and Administrative Expenses $ 1,283
----------
Net (loss) from Operation before Taxes (1,283)
Provision for Income Taxes 0
----------
Net (loss) $ (1,283)
==========
(Loss) per common share - Basic and diluted $ (0.00)
==========
Weighted Average Number of Common Shares Outstanding 2,284,106
==========
|
The accompanying notes are an integral part of these financial statements.
Deficit
Accumulated
Number of Additional During
Common Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance at inception on January 16, 2008
April 15, 2008
Common shares issued for cash at $0.001 3,000,000 $3,000 $ -- $ -- $ 3,000
April 24, 2008
Common shares issued for cash at $0.005 1,300,000 1,300 5,200 6,500
May 28, 2008
Common shares issued for cash at $0.02 750,000 750 14,250 15,000
Net (loss) -- -- -- (1,283) (1,283)
--------- ------ ------- ------- -------
Balance as of June 30, 2008 5,050,000 $5,050 $19,450 $(1,283) $23,217
========= ====== ======= ======= =======
|
The accompanying notes are an integral part of these financial statements.
OPERATING ACTIVITIES
Net (loss) $ (1,283)
--------
Net cash (used) for operating activities (1,283)
--------
FINANCING ACTIVITIES
Loans from Director 990
Sale of common stock 24,500
--------
Net cash provided by financing activities 25,490
--------
Net increase (decrease) in cash and equivalents 24,207
Cash and equivalents at beginning of the period --
--------
Cash and equivalents at end of the period $ 24,207
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ --
========
Taxes $ --
========
NON-CASH ACTIVITIES $ --
========
|
The accompanying notes are an integral part of these financial statements.
PLETHORA RESOURCES, INC
(A Development Stage Company)
1. ORGANIZATION AND BUSINESS OPERATIONS
PLETHORA RESOURCES, INC ("the Company") was incorporated under the laws of the State of Nevada, U.S. on January 16, 2008. The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises ("SFAS No.7") and its efforts are primarily to provide consulting services to North American oil & gas exploration companies that are interested in obtaining new exploration and production license in East Siberian Region in Russia. The company's services will include gathering and preparation of due diligence materials for properties that will be sold at a government auctions in Russia, and also assistance in the bidding process. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception, January 16, 2008 through June 30, 2008 the Company has accumulated losses of $1,283.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
b) GOING CONCERN The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $1,283 as of June 30, 2008 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.
c) CASH AND CASH EQUIVALENTS The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
d) USE OF ESTIMATES AND ASSUMPTIONS 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
e) FOREIGN CURRENCY TRANSLATION The Company's functional currency and its reporting currency is the United States dollar.
f) FINANCIAL INSTRUMENTS The carrying value of the Company's financial instruments approximates their fair value because of the short maturity of these instruments.
g) STOCK-BASED COMPENSATION Stock-based compensation is accounted for at fair value in accordance with SFAS No. 123 and 123 (R). To date, the Company has not adopted a stock option plan and has not granted any stock options.
h) INCOME TAXES Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.
i) BASIC AND DILUTED NET LOSS PER SHARE The Company computes net loss per share in accordance with SFAS No. 128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.
j) FISCAL PERIODS The Company's fiscal year end is June 30.
k) RECENT ACCOUNTING PRONOUNCEMENTS In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. This standard is not expected to have a significant effect on the Company's future reported financial position or results of operations.
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. This adoption of this statement is not expected to have a significant effect on the Company's future reported financial position or results of operations.
On July 13, 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes-an Interpretation of FASB Statement No. 109" ("FIN No. 48"). FIN No. 48 clarifies what criteria must be met prior to recognition of the financial statement benefit of a position taken in a tax return. FIN No. 48 will require companies to include additional qualitative and quantitative disclosures within their financial statements. The disclosures will include potential tax benefits from positions taken for tax return purposes that have not been recognized for financial reporting purposes and a tabular presentation of significant changes during each period. The disclosures will also include a discussion of the nature of uncertainties, factors which could cause a change, and an estimated range of reasonably possible changes in tax uncertainties. FIN No. 48 will also require a company to recognize a financial statement benefit for a position taken for tax return purposes when it will be more-likely-than-not that the position will be sustained. FIN No. 48 will be effective for fiscal years beginning after December 15, 2006.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
On September 15, 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). SFAS No. 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition and disclosure purposes under generally accepted accounting principles. SFAS No. 157 will require the fair value of an asset or liability to be based on a market based measure which will reflect the credit risk of the company. SFAS No. 157 will also require expanded disclosure requirements which will include the methods and assumptions used to measure fair value and the effect of fair value measures on earnings. SFAS No. 157 will be applied prospectively and will be effective for fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years. In September 2006, the Financial Accounting Standards Board issued FASB Statement No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans" ("SFAS 158"). SFAS 158 requires the Company to record the funded status of its defined benefit pension and other postretirement plans in its financial statements. The Company is required to record an asset in its financial statements if a plan is over funded or record a liability in its financial statements if a plan is under funded with a corresponding offset to shareholders' equity. Previously unrecognized assets and liabilities are recorded as a component of shareholders' equity in accumulated other comprehensive income, net of applicable income taxes. SFAS 158 also requires the Company to measure the value of its assets and liabilities as of the end of its fiscal year ending after December 15, 2008. The Company has implemented SFAS 158 using the required prospective method. The recognition provisions of SFAS 158 are effective for the fiscal year ending after December 15, 2006. The Company does not expect its adoption of this new standard to have a material impact on its financial position, results of operations or cash flows.
In December 2006, the FASB issued FSP EITF 00-19-2, Accounting for Registration Payment Arrangements ("FSP 00-19-2") which addresses accounting for registration payment arrangements. FSP 00-19-2 specifies that the contingent obligation to make future payments or otherwise transfer consideration under a registration payment arrangement, whether issued as a separate agreement or included as a provision of a financial instrument or other agreement, should be separately recognized and measured in accordance with FASB Statement No. 5, Accounting for Contingencies. FSP 00-19-2 further clarifies that a financial instrument subject to a registration payment arrangement should be accounted for in accordance with other applicable generally accepted accounting principles without regard to the contingent obligation to transfer consideration pursuant to the registration payment arrangement. For registration payment arrangements and financial instruments subject to those arrangements that were entered into prior to the issuance of EITF 00-19-2, this guidance is effective for financial statements issued for fiscal years beginning after December 15, 2006 and interim periods within those fiscal years. The Company has not yet determined the impact that the adoption of FSP 00-19-2 will have on its financial statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." SFAS 159 permits entities to choose to measure many financial instruments, and certain other items, at fair value. SFAS 159 applies to reporting periods beginning after November 15, 2007. The adoption of SFAS 159 is not expected to have a material impact on the Company's financial condition or results of operations.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share.
In April 2008, the Company issued 3,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $3,000. In April 2008, the Company also issued 1,300,000 shares of common stock at a price of $0.005 per share for total cash proceeds of $6,500.
In May 2008, the Company also issued 750,000 shares of common stock at a price of $0.02 per share for total cash proceeds of $15,000.
During the period January 16, 2008 (inception) to June 30, 2008, the Company sold a total of 5,050,000 shares of common stock for total cash proceeds of $24,500.
4. INCOME TAXES
As of June 30, 2008, the Company had net operating loss carry forwards of approximately $1,283 that may be available to reduce future years' taxable income through 2028. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
5. RELATED PARTY TRANSACTIONS
Artur Etezov, President and CEO of the Company may, in the future, become involved in other business opportunities as they become available, thus they may face a conflict in selecting between the Company and their other business opportunities. The company has not formulated a policy for the resolution of such conflicts.
While the company is seeking additional capital, Mr. Etezov has advanced funds to the company to pay for any costs incurred by it. These funds are interest free. The balance due to Mr. Etezov was $ 990 on June 30, 2008.
6. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes of capital stock as of June 30, 2008:
Common stock, $0.001 par value: 75,000,000 shares authorized; 5,050,000 shares issued and outstanding.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 4.03
Transfer Agent Fees $ 5,000.00
Accounting fees and expenses $ 3,500.00
Legal fees and expenses $ 3,000.00
Edgar filing fees $ 500.00
----------
Total $12,004.03
==========
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All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or other costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our sole officer and director is indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation; that is not the case with our articles of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
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(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
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Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 3,000,000 shares of our common stock to Artur Etezov on April 15, 2008. Mr. Etezov is our President, Chief Executive Officer, Treasurer, Secretary and our sole director. He acquired these 3,000,000 shares at a price of $0.001 per share for total proceeds to us of $3,000.00. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 (the "Securities Act").
In connection with this issuance, Mr. Etezov was provided with access to all material aspects of the company, including the business, management, offering details, risk factors and financial statements.
He also represented to us that he was acquiring the shares as principal for his own account with investment intent. He also represented that he was sophisticated, having prior investment experience and having adequate and reasonable opportunity and access to any corporate information necessary to make an informed decision. This issuance of securities was not accompanied by general advertisement or general solicitation. The shares were issued with a Rule 144 restrictive legend.
We completed an offering of 1,300,000 shares of our common stock at a price of $0.005 per share to the following 13 purchasers on April 30, 2008:
Name of Subscriber Number of Shares ------------------ ---------------- Arkhincheev Ilya 100,000 Gusev Alexey 100,000 Gorbachev Sergey 100,000 Chapayeva Kseniya 100,000 Tyutenkov Sergey 100,000 Akimova Ella 100,000 Chernyshova Natalia 100,000 Mikhaylova Anastasia 100,000 Mikhaylov Evgeniy 100,000 Burenin Vladimir 100,000 Burakov Sokhibnazar 100,000 Burakov Muzaffar 100,000 Rodionov Sergey 100,000 |
The total amount received from this offering was $6,500. We completed this offering pursuant to Regulation S of the Securities Act.
We completed an offering of 750,000 shares of our common stock at a price of $0.02 per share to the following 15 purchasers on June 5, 2008:
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Name of Subscriber Number of Shares ------------------ ---------------- Khomyakov Evgeniy 50,000 Khomiakov Alexander 50,000 Arkhincheyeva Nataliya 50,000 Dobroslavskiy Dmitriy 50,000 Stolbovskiy Oleg 50,000 Ponomarenko Pavel 50,000 Belonosov Nikita 50,000 Sharov Andrey 50,000 Smagliev Nikolay 50,000 Cherenkov Alexey 50,000 Belonosova Oxana 50,000 Baburin Artem 50,000 Popadenko Alexander 50,000 Molchanov Aleksey 50,000 Golovina Ekaterina 50,000 |
The total amount received from this offering was $15,000. We completed this offering pursuant to Regulation S of the Securities Act.
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
We did not make any directed selling efforts in the United States. We also did not engage any distributors, any respective affiliates, nor any other person on our behalf to make directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act of 1933;
The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Securities Act of 1933; and
We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration.
EXHIBITS
Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation 3.2 By-Laws 5.1 Legal opinion of Dean Law Corp., with consent to use 23.1 Consent of George Stewart, CPA |
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THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(c) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the final adjudication of such issue.
5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Carson City, State of Nevada, on July 25, 2008.
Plethora Resources, Corp.
By: /s/ Artur Etezov
--------------------------------------
Artur Etezov
President, Chief Executive Officer,
Secretary, Treasurer, Chief Accounting
Officer, Chief Financial Officer and
sole Director
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Artur Etezov President, Chief Executive July 25, 2008
-------------------------- Officer, Secretary, Treasurer,
Artur Etezov Chief Accounting Officer,
Chief Financial Officer
and sole Director
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II-5
Exhibit 3.1
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708
Website: secretaryofstate.biz
Document Number 20080037226-70 Filing Date and Time 01/16/2008 8:18 AM Entity Number E0037322008-3
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
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ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
1. Name of Corporation: PLETHORA RESOURCES, INC.
2. Resident Agent Name &
Street Address: CORPORATE SERVICE OF NEVADA
502 NORTH DIVISION STREET
CARSON CITY NEVADA 89703
3. Shares: Number of Shares with par value: 75,000,000
Par value: $.001
Number of Shares without par value:
4. Name & Address of Board
Of Directors/Trustees: 1. ARTUR ETEZOV
C/O 204 WEST SPEAR STREET
CARSON CITY NEVADA 89703
5. Purpose:
6. Name, Address & Signature
Of Incorporator: DON HARMER /s/ Don Harmer
502 NORTH DIVISION STREET
CARSON CITY NEVADA 89703
7. Certificate of Acceptance I hereby accept appointment as Resident Agent
Of Appointment of Resident for the above named corporation.
Agent:
/s/ April Logan /Sec/CSR 1-15-2008
Authorized Signature of R.A. Date
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ARTICLES OF INCORPORATION
OF
PLETHORA RESOURCES, INC.
A NEVADA CORPORATION
KNOW ALL MEN BY THESE PRESENTS
THE UNDERSIGNED. FOR THE PURPOSE OF FORMING A CORPORATION UNDER THE LAWS OF
THE STATE OF NEVADA. RELATING TO THE GENERAL CORPORATION LAW.
I DO HEREBY CERTIFY THAT:
FIRST: THE NAME OF THE CORPORATION SHALL BE:
PLETHORA RESOURCES, INC.
SECOND: THE CORPORATION IS AUTHORIZED TO CARRY ON ANY LAWFUL BUSINESS OR ENTERPRISE FOR WHICH CORPORATIONS MAY BE INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA. THE CORPORATION SHALL HAVE THE SAME POWERS AS AN INDIVIDUAL TO DO ALL THINGS NECESSARY OR CONVENIENT TO CARRY OUT ITS BUSINESS AND AFFAIRS, SUBJECT TO ANY LIMITATIONS OR RESTRICTIONS IMPOSED BY APPLICABLE LAW OR THESE ARTICLES. THE CORPORATION MAY CONDUCT ALL OR ANY PART OF ITS BUSINESS, AND MAY HOLD, PURCHASE. MORTGAGE. LEASE AND CONVEY REAL AND/OR PERSONAL PROPERTY, ANYWHERE IN THE WORLD.
THIRD: THE TOTAL NUMBER OF SHARES THAT THE CORPORATION HAS AUTHORITY TO ISSUE IS ONE HUNDRED SEVENTY-FIVE MILLION (75,000,000) SHARES WITH EACH SHARE HAVING A PAR VALUE OF ONE-TENTH OF ONE CENT ($.001). SAID SHARES SHALL BE FULLY PAID AND NON-ASSESSABLE UPON RECEIPT BY THE CORPORATION OF APPOSITE CONSIDERATION. THE BOARD OF DIRECTORS HAS THE AUTHORITY TO PRESCRIBE, BY RESOLUTION, THE CLASSES, SERIES, NUMBER OF EACH CLASS AND SERIES, VOTING POWERS, DESIGNATIONS, PREFERENCES, LIMITATIONS, RESTRICTIONS AND RELATIVE RIGHTS OF EACH CLASS AND SERIES OF STOCK.
FOURTH: THE ADDRESS OF THE REGISTERED OFFICE OF THE CORPORATION IS 204 WEST SPEAR STREET, CARSON CITY, NEVADA 89703. THE RESIDENT AGENT OF THE CORPORATION IS TO BE CORPORATE SERVICES OF NEVADA, LOCATED AT 5O2 NORTH DIVISION STREET, CARSON CITY, NEVADA 89703.
FIFTH: THE MEMBERS OF THE GOVERNING BOARD OF' THIS CORPORATION SHALL BE STYLED, AS DIRECTORS OVER THE AGE OF EIGHTEEN (18) AND THEIR NUMBER SHALL BE NOT LESS THAN ONE. THE NUMBER OF DIRECTORS OF THE CORPORATION MAY BE . FIXED FROM TIME TO LIME IN ACCORDANCE WITH THE BY-LAWS OF THE CORPORATION. THE INITIAL DIRECTOR OF THIS CORPORATION SHALL BE ONE, AND THE NAME AND ADDRESS OF THE INITIAL DIRECTOR IS:
ARTUR ETEZOV
C/O 204 WEST SPEAR STREET
CARSON CITY, NV. 69703
SIXTH: THE NAME AND ADDRESS OF THE INCORPORATOR IS AS FOLLOWS:
DON HARMER
502 NORTH DIVISION ST.
CARSON CITY, NV. 89703
SEVENTH: THE PERIOD OF EXISTENCE OF THIS CORPORATION SHALL BE PERPETUAL.
EIGHTH NO DIRECTOR, OFFICER OR SHAREHOLDER OF THIS CORPORATION SHALL HAVE PERSONAL. LIABILITY FOR DAMAGES FOR BREACH OF ANY FIDUCIARY DULY AS A DIRECTOR OR OFFICER TO THE CORPORATION, ITS SHAREHOLDERS OR ANY OTHER PERSON EXCEPT FOR
(A) ACTS OR OMISSIONS WHICH INVOLVE INTENTIONAL MISCONDUCT, FRAUD OR A
KNOWING VIOLATION OF LAW;
OR
(B) THE PAYMENT OF DIVIDENDS IN VIOLATION OF NRS 78.300
ANY AMENDMENT, MODIFICATION OR REPEAL OF THE FOREGOING SHALL NOT ADVERSELY AFFECT ANY RIGHT OR PROTECTION OF A DIRECTOR OF THE CORPORATION HEREUNDER IN RESPECT OF ANY ACT OR OMISSION OCCURRING PRIOR TO THE TIME OF SUCH AMENDMENT, MODIFICATION OR REPEAL.
NINTH: THE CORPORATION MAY AMEND THESE ARTICLES OF INCORPORATION AT ANY TIME TO ADD OR CHANGE A PROVISION THAT IS REQUIRED OR PERMITTED TO BE IN THE ARTICLES OF INCORPORATION OR TO DELETE A PROVISION NOT REQUIRED TO BE IN THE ARTICLES OF INCORPORATION. WHETHER A PROVISION IS REQUIRED OR PERMITTED TO BE IN THE ARTICLES OF INCORPORATION IS DETERMINED AS OF THE EFFECTIVE DATE OF THE AMENDMENT.
THE UNDERSIGNED. FOR THE PURPOSE OF FORMING A CORPORATION UNDER THE LAWS OF THE STATE OF NEVADA, DO MAKE, FILE AND RECORD THIS CERTIFICATE, AND DO CERTIFY THAT THE FACTS HEREIN STATED ARE TRUE AND I HAVE ACCORDINGLY HEREUNTO SET MY HAND AND SEAL THIS DAY: TUESDAY, JANUARY 15, 2008.
/s/ Don Harmer ------------------------------ DON HARMER |
STATE OF NEVADA }
:ss.
CARSON CITY }
ON THIS 15TH DAY OF JANUARY, 2008 PERSONALLY APPEARED BEFORE ME, APRIL LOGAN, A
NOTARY PUBLIC, DON HARMER, WHO ACKNOWLEDGED THAT HE EXECUTED THE ABOVE
INSTRUMENT.
APRIL LOGAN /s/ April Logan
NOTARY PUBLIC-- NEVADA ------------------------------
Apt. Recorded in Douglas County NOTARY PUBLIC
My Appt. Exp. March 16, 2011
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Exhibit 3.2
BYLAWS
OF
PLETHORA RESOURCES, INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
SECTION 1 - ANNUAL MEETINGS
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.
SECTION 2 - SPECIAL MEETINGS
Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.
SECTION 3 - PLACE OF MEETINGS
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.
SECTION 4 - NOTICE OF MEETINGS
A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.
SECTION 5 - ACTION WITHOUT A MEETING
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.
SECTION 6 - QUORUM
a) No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.
c) If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.
SECTION 7 - VOTING
Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
SECTION 8 - MOTIONS
No motion proposed at an annual or special meeting need be seconded.
SECTION 9 - EQUALITY OF VOTES
In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.
SECTION 10 - DISPUTE AS TO ENTITLEMENT TO VOTE
In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.
SECTION 11 - PROXY
a) Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation.
b) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times
for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
SECTION 1 - NUMBER, TERM, ELECTION AND QUALIFICATIONS
a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining Directors.
d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.
SECTION 2 - DUTIES, POWERS AND REMUNERATION
a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
SECTION 3 - MEETINGS OF DIRECTORS
a) The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising
at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.
h) All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.
i) A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called
and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.
j) All Directors of the Corporation shall have equal voting power.
SECTION 4 - REMOVAL
One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.
SECTION 5 - COMMITTEES
a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
SECTION 1 - NUMBER, QUALIFICATION, ELECTION AND TERM OF OFFICE
a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
SECTION 2 - RESIGNATION
Any officer may resign at any time by giving written notice of such resignation to the Corporation.
SECTION 3 - REMOVAL
Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
SECTION 4 - REMUNERATION
The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
SECTION 5 - CONFLICT OF INTEREST
Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.
ARTICLE IV: SHARES OF STOCK
SECTION 1 - CERTIFICATE OF STOCK
a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
(iii)represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
SECTION 2 - TRANSFERS OF SHARES
a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.
b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
SECTION 3 - RECORD DATE
a) The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.
b) Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.
SECTION 4 - FRACTIONAL SHARES
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.
ARTICLE V: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series to be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.
ARTICLE VI: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
(iii)mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE VIII: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
ARTICLE IX: AMENDMENTS
SECTION 1 - BY SHAREHOLDERS
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.
SECTION 2 - BY DIRECTORS
The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
ARTICLE X: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:
(i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;
(iii)a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.
e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.
ARTICLE XI: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.
ARTICLE XII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
PLETHORA RESOURCES, INC.
per:
/s/ Artur Etezov
----------------------------
Artur Etezov, Secretary
|
Exhibit 5.1
[LETTERHEAD OF DEAN LAW CORP.]
July 22, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, D. C. 20549
Gentlemen:
Re: Plethora Resources, Inc.
Please be advised that, we have reached the following conclusions regarding the above offering:
1. Plethora Resources, Inc. (the "Company") is a duly and legally organized and existing Nevada State Corporation, with its registered office located in Carson City, Nevada and its principal place of business located in Carson City, Nevada. The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on January 16, 2008. The Company's existence and form is valid and legal pursuant to Nevada law.
2. The Company is a fully and duly incorporated Nevada corporate entity. The Company has one class of Common Stock at this time. Neither the Articles of Incorporation, Bylaws, and amendments thereto, nor subsequent resolutions change the non-assessable characteristics of the Company's common shares of stock. The Common Stock previously issued by the Company is in legal form and in compliance with the laws of the State of Nevada, its Constitution and reported judicial decisions interpreting those laws and when such stock was issued it was duly authorized, fully paid for and non-assessable.
3. To our knowledge, the Company is not a party to any legal proceedings nor are there any judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as set forth in the registration statement. We know of no disputes involving the Company and the Company has no claim, actions or inquires from any federal, state or other government agency, other than as set forth in the registration statement. We know of no claims against the Company or any reputed claims against it at this time, other than as set forth in the registration statement.
4. The Company's outstanding shares are all common shares. There are no liquidation preference rights held by any of the Shareholders upon voluntary or involuntary liquidation of the Company.
5. The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonably incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, civil or general, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer. This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law.
6. The Company's Articles of Incorporation presently provide the authority to the Company to issue 75,000,000 shares of common stock, with a par value of $0.001 per share.
We consent to filing this opinion as an exhibit to the Company's Form S-1 registration statement.
Yours very truly,
/s/ Dean Law Corp. ---------------------------- DEAN LAW CORP. |
Exhibit 23.1
GEORGE STEWART, CPA
2301 SOUTH JACKSON STREET, SUITE 101-G
SEATTLE, WASHINGTON 98144
(206) 328-8554 FAX(206) 328-0383
To Whom It May Concern:
The firm of George Stewart, Certified Public Accountant consents to the inclusion of the Financial Statements of Plethora Resources, Inc. as of June 30, 2008, in any filings that are necessary now or in the near future with the U. S. Securities and Exchange Commission.
Very Truly Yours,
/s/ George Stewart ----------------------------- George Stewart, CPA July 23, 2008 |