FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLANET RESOURCES, CORP.
(Name of small business issuer in its charter)
Nevada 1040 26-2608821
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
Shelkovskoe shosse, 92/5, Suite 64 Eastbiz.com, Inc.
Moscow, Russian Federation 105523 5348 Vegas Drive, Las Vegas, Nevada 89108
Tel: +7-902-512-6747, Fax: +7-395-220-4050 Tel:(702) 871-8678 Fax: (702) 387-3827
(Address and telephone number of (Name, address and telephone
registrant's executive office) number of 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 COMMENCEMENT 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 the 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 common stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed under Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
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 the 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) |
Securities to Amount To Be Offering Price Aggregate Registration be Registered Registered Per Share(1) Offering Price Fee -------------------------------------------------------------------------------- Common Stock 3,000,000 $0.03 $90,000 $3.54 ================================================================================ |
(1) Estimated solely for purposes of calculating the registration fee under Rule 457.
There is no current market for the securities. Although the registrant's common stock has a par value of $0.001, the registrant believes that the calculations offered pursuant to Rule 457(f)(2) are not applicable and, as such, the registrant has valued the common stock in good faith and for the purposes of the registration fee, based on $0.03 per share. In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
PROSPECTUS
PLANET RESOURCES, CORP.
SHARES OF COMMON STOCK
1,000,000 MINIMUM - 3,000,000 MAXIMUM
Before this offering, there has been no public market for the common stock.
We are offering up to a total of 3,000,000 shares of common stock in a direct public offering, without any involvement of underwriters or broker-dealers, 1,000,000 shares minimum, 3,000,000 shares maximum. The offering price is $0.03 per share. In the event that 1,000,000 shares are not sold within the 210 days, all money received by us will be promptly returned to you without interest or deduction of any kind. However, future actions by creditors in the subscription period could preclude or delay us in refunding your money. If at least 1,000,000 shares are sold within 210 days, all money received by us will be retained by us and there will be no refund. Funds will be held in our corporate bank account. Sold securities are deemed securities which have been paid for with collected funds prior to expiration of 210 days. Collected funds are deemed funds that have been paid by the drawee bank. The foregoing account is not an escrow, trust of similar account. It is a corporate account under our control where we have segregated your funds. As a result, creditors could attach the funds.
There are no minimum purchase requirements.
Our common stock will be sold by our officers, Maksim Selivanov and, Alexander Deshin.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGES 4-9.
Offering Price Expenses Proceeds to Us
-------------- -------- --------------
Per Share - Minimum $ 0.03 $ 0.01 $ 0.02
Per Share - Maximum $ 0.03 $0.0033 $0.0267
Minimum $30,000 $10,000 $20,000
Maximum $90,000 $10,000 $80,000
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The difference between the Aggregate Offering Price and the Proceeds to Us is $10,000. The $10,000 will be paid to unaffiliated third parties for expenses connected with this offering. The $10,000 will be paid from the first proceeds of this offering.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. IT IS ILLEGAL TO TELL YOU OTHERWISE.
THE DATE OF THIS PROSPECTUS IS SEPTEMBER 17, 2008.
TABLE OF CONTENTS
Page No.
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Summary of our Offering ................................................. 3
Risk Factors ............................................................ 4
Use of Proceeds ......................................................... 9
Determination of Offering Price ......................................... 10
Dilution of the Price You Pay for Your Shares ........................... 11
Plan of Distribution; Terms of the Offering ............................. 13
Management's Discussion and Analysis of Financial Condition
or Plan of Operation .................................................... 15
Business ................................................................ 18
Management .............................................................. 22
Executive Compensation .................................................. 24
Principal Stockholders .................................................. 25
Description of Securities ............................................... 26
Certain Transactions .................................................... 28
Litigation .............................................................. 28
Experts ................................................................. 28
Legal Matters ........................................................... 28
Financial Statements .................................................... 28
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SUMMARY OF OUR OFFERING
OUR BUSINESS
We are a start-up stage company. We are a company without revenues or operations; we have minimal assets and have incurred losses since inception. We intend to extract fine, extra-fine and fine-dispersed gold from tailings or refuse of mining and processing industry (technogenic deposits) in Russia. To date, the only operations we have engaged in are the development of a business plan and the execution of consulting contract with a geologist.
Our principal executive office is located at Shelkovskoe shosse, 92/5,
Suite 64, Moscow, Russian Federation 105523. Our telephone number is
+7-902-512-6747. We were incorporated on April 24, 2008 under the laws of the
state of Nevada. Our registered agent for service of process is the Eastbiz.com,
Inc, located at 5348 Vegas Dr, Las Vegas, Nevada, 89108. Our fiscal year end is
July 31.
THE OFFERING
Following is a brief summary of this offering:
Securities being offered Up to 3,000,000 shares of common stock, par
value $0.001.
Offering price per share $0.03
Offering period The shares are being offered for a period not
to exceed 210 days.
Net proceeds to us $20,000 assuming the minimum number of shares
is sold.
$80,000 assuming the maximum number of shares
is sold.
Use of proceeds We will use the proceeds to pay for
administrative expenses, the implementation of
our business plan, and for working capital.
Number of shares outstanding
before the offering 5,000,000
Number of shares outstanding
after the offering if all of
the shares are sold 8,000,000
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SELECTED FINANCIAL DATA
The following financial information summarizes the more complete historical financial information at the end of this prospectus.
Total Assets $ 7,946
Total Liabilities $ 3,443
Stockholders Equity $ 4,503
Period from April 24, 2008
(date of inception) to
July 31,2008
------------
(Audited)
INCOME STATEMENT
Revenue $ --
Total Expenses $ 497
Net Loss $ (497)
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RISK FACTORS
PLEASE CONSIDER THE FOLLOWING RISK FACTORS BEFORE DECIDING TO INVEST IN OUR
COMMON STOCK.
THERE IS SUBSTANTIAL DOUBT AS TO WHETHER WE WILL CONTINUE OPERATIONS. IF WE
DISCONTINUE OPERATIONS, YOU COULD LOSE YOUR INVESTMENT.
We were incorporated on April 24, 2008 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $497of which $81 is for bank charges, $8 is for a SEC registration fee and $408 is for an incorporation service fee. These factors raise substantial doubt regarding the ability of our business to continue as a going concern. We anticipate that we will incur increased expenses without realizing enough revenues. We therefore expect to incur significant losses in the foreseeable future. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to execute exploration stage of evaluation of fine, extra-fine and fine-dispersed gold from tailings or refuse of mining and processing industry and earn profit by extracting gold. We cannot guarantee that we will be successful in generating revenues and profit in the future. Failure to generate revenues and profit will cause us to suspend or cease operations. If this happens, you could lose all or part of your investment.
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIEVE REVENUES. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE.
We have not started our business. We need the proceeds from this offering to start our operations. If the minimum of $30,000 is raised, this amount will
enable us, after paying the expenses of this offering, to begin the exploration stage of our business plan. We will be able to hire an exploration team and pay the expenses for the exploration of tailing dumps of gold extracting mines for fine-gold evaluation. However, we will need additional funds to complete further development of our business plan to achieve a sustainable production and sales level where ongoing operations can be funded out of revenues. During the extraction stage, funds are needed for leasing or renting equipment for fine, extra-fine and fine-dispersed gold extraction, for hiring a mining team and paying all other expenses during extraction. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK, WHICH WOULD
REDUCE INVESTORS' PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock, par value $0.001 per share, of which 5,000,000 shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
A DECLINE IN OR SUBSTANTIAL VOLATILITY OF GOLD PRICE COULD ADVERSELY AFFECT
OUR BUSINESS, WHICH COULD MEAN A DECREASE IN OUR REVENUES.
We anticipate that our business will be primarily determined by the price of gold. Significant declines in price for gold could harm our financial condition, results of operations and quantities of reserves recoverable on an economic basis. A decline in the price of gold will cause a reduction in production activities and can materially and adversely affect our business and could seriously decrease our revenues or prevent us from generating any revenues.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS A RISK THAT TAILINGS AND REFUSE DUMPS OF MINING INDUSTRY DO NOT CONTAIN ECONOMIC MINERALIZATION OR RESERVES OF FINE, EXTRA-FINE AND FINE-DISPERSED GOLD.
The search for valuable minerals as a business is extremely risky. We cannot provide investors with any assurance that our potential tailing dumps of gold extracting mines contain economic mineralization or reserves of fine-gold. Exploration for fine, extra-fine and fine-dispersed gold is a speculative venture, involving substantial risk. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we will be unable to generate any revenues from operations and will be unable to successfully complete our business plan.
WE RELY HEAVILY UPON RESERVE ESTIMATES WHEN DETERMINING WHETHER OR NOT TO COMMENCE EXPLORATION ON A PARTICULAR FINE, EXTRA-FINE AND FINE-DISPERSED GOLD
PROPERTY.
The fine-gold reserve information that we use in evaluating gold prospects is based on reserve estimates involving a great deal of uncertainty. The process of estimating fine, extra-fine and fine-dispersed gold reserves is complex, and will require us to use significant decisions and assumptions in the evaluation of available geological, geophysical, engineering and economic data for each property. Different reserve engineers may make different estimates of reserves and cash flows based on the same available data. Reserve estimates depend in large part upon the reliability of available geologic and engineering data,
which is inherently imprecise. Reserve estimates also require numerous assumptions relating to operating conditions and economic factors, including the price at which recovered gold can be sold, the costs of recovery, assumptions concerning future operating costs, severance and excise taxes, development costs and workover and remedial costs, prevailing environmental conditions associated with production sites, availability of enhanced recovery techniques, and governmental and other regulatory factors, such as taxes and environmental laws. Economic factors beyond our control, such as interest rates and exchange rates, will also impact the value of our reserves. Some of these assumptions are inherently subjective, and the accuracy of our reserve estimates relies in part on the ability of our management team, engineers and other advisors to make accurate assumptions. As a result, our reserve estimates will be inherently imprecise. A negative change in any one or more of these factors could result in quantities of gold previously estimated as proved reserves becoming uneconomic.
SEASONAL WEATHER PATTERNS COULD ADVERSELY INFLUENCE OUR BUSINESS AND RESULT
IN A TOTAL LOSS OF YOUR INVESTMENT.
Most gold mines in Russia are located in Siberia and in Northern Russia. Because of extremely cold weather conditions in the winter, the gold exploration and production season lasts for 5-6 months as gold extraction technology involves water. Moreover, during the production season wet weather can make the ground unstable, and result in road closures that restrict the movement of heavy equipment, thereby decreasing activity levels. Damage caused by severe weather, natural disasters or other operating hazards could result in substantial losses to us. We are not covered by insurance for any business interruption resulting from such events and, upon the occurrence of a natural disaster; this lack of coverage could harm our financial position and results of operations. We believe that a severe change in weather patterns affecting our future properties could lower our business or cause us to go out of business.
BECAUSE OUR OFFICERS AND SOLE DIRECTOR HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our officers and sole director will only be devoting limited time to our operations. Alexander Deshin, our president and sole director, intends to devote approximately 30% of his business time to our affairs. Maksim Selivanov, our secretary, will be devoting approximately 20% of his business time to our operations. Because our officers and sole director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. 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 Alexander Deshin and Maksim Selivanov from their other obligations could increase with the result that they would no longer be able to devote sufficient time to the management of our business. In addition, Mr. Deshin and Mr. Selivanov may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels.
IF ALEXANDER DESHIN, OUR OFFICER AND SOLE DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER THAT COULD RESULT IN OUR OPERATIONS SUSPENDING. IF THAT SHOULD OCCUR, YOU COULD LOSE YOUR INVESTMENT.
We are extremely dependent on the services of our officer and sole director, Alexander Deshin, for the future success of our business. The loss of the services of Mr. Deshin 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.
BECAUSE OUR OFFICERS AND DIRECTOR OWN 62.5% OF OUR OUTSTANDING COMMON STOCK, THEY WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
If the maximum number of shares in the offering are sold, our officers and sole director, will own 62.5% of the outstanding shares of our common stock. Accordingly, they will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Deshin and Mr. Selivanov may differ from the interests of the other stockholders and may result in corporate decisions that are disadvantageous to other shareholders.
US 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 NON-U.S. OFFICERS AND SOLE DIRECTOR.
While we are organized under the laws of State of Nevada, our corporate headquarters and officers and sole director are located outside the United States. Consequently, it may be difficult for investors to effect service of process on Mr. Deshin and Mr. Selivanov in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Deshin and Mr. Selivanov based on the civil liability provisions of the United States securities laws. Since all our assets are located outside of U.S. 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 FLUCTUATION, AS ALL OF OUR
OPERATIONS WILL BE IN RUSSIA AND IN RUSSIAN RUBLES.
All of our operations will be in Russia and in Russian Rubles, therefore we will be affected by changes in foreign exchange rates. For the last six years the Russian Ruble has risen 30% against the US Dollar. To protect our business, we may enter into foreign currency exchange contracts with major financial institutions to hedge overseas transactions and limit our exposure to those currency fluctuations. If we are not able to successfully protect ourselves against those currency rate fluctuations, then our profits will also fluctuate which could cause us to be less profitable or incur losses, even if our business is doing well.
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.
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.
THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.
There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have a market maker apply for admission to quotation of our securities on the Over-the-Counter Bulletin Board after the Registration Statement relating to this prospectus is declared effective by the SEC. Currently, we do not have a market maker who has agreed to file such application. If for any reason our common stock is not quoted on the Over-the-Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of the share may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.
WHEN OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD, THE TRADING PRICE MAY FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.
As of the date of this Registration Statement, our common stock does not yet trade on the Over-the-Counter Bulletin Board. When our shares of common stock commence trading on the Bulletin Board, there is a volatility associated with Bulletin Board securities in general and the value of your investment could decline due to the impact of any of the following factors upon the market price of our common stock: (i) disappointing results from our exploration or development efforts; (ii) failure to meet our revenue or profit goals or operating budget; (iii) decline in demand for our common stock; (iv) downward revisions in securities analysts' estimates or changes in general market conditions; (v) technological innovations by competitors or in competing technologies; (vi) lack of funding generated for operations; (vii) investor perception of our industry or our prospects; and (viii) general economic trends.
In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely
affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.
STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES AND CONDITIONS UNDER WHICH YOU CAN SELL THE SHARES OFFERED BY THIS PROSPECTUS.
Secondary trading in common stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of the common stock in any particular state, the common stock could not be offered or sold to or purchased by a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock the liquidity for the common stock could be significantly impacted thus causing you to realize a loss on your investment.
BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION, OR OUR OFFICERS OR DIRECTOR MISAPPROPRIATES THE FUNDS FOR THEIR OWN USE, YOU WILL LOSE YOUR INVESTMENT.
Your funds will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish our bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you. Further, our officer and sole director will have the power to appropriate the $90,000 we raise. As such, they could take the funds without your knowledge for their own use. If that happens, you will lose your investment and your funds will be used to pay creditors.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE 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, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
USE OF PROCEEDS
Our offering is being made on a self-underwritten $30,000 minimum, $90,000 maximum basis. The table below sets forth the use of proceeds if $30,000 or $90,000 of the offering is sold.
$30,000 $90,000
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Gross proceeds $30,000 $90,000
Offering expenses $10,000 $10,000
Net proceeds $20,000 $80,000
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The net proceeds will be used as follows:
Equipment lease or rent $ 8,000 $46,000 Salaries/Consulting pay $10,000 $20,000 Expenses $ 1,000 $10,000 Working capital $ 1,000 $ 4,000 |
Total offering expenses to be paid from the proceeds are $10,000. They consist of $2,000 for legal fees; $196.46 for printing our prospectus; $2,800 for accounting fees; $5,000 for our transfer agent; and $3.54 for our SEC filing fee.
Upon the completion of this offering, we plan to initiate the research stage of our business plan. We intend to locate mining sites with tailings or refuse of mining and processing industry (technogenic deposits) and determine the possibility of extracting fine, extra-fine and fine-dispersed gold from such sites. We have executed a consulting agreement with an independent consultant-geologist who will perform these tasks on our behalf. We will pay our consultant-geologist $5,000.00 and two percent NSR (net smelter royalty) for conducting this research.
Following successful completion of the research stage, we plan to commence the exploration stage of our business plan. This stage will include taking additional samples and will be aimed at determining the economic potential of our properties. The expenditures of the exploration stage are expected to be approximately $15,000 to $20,000 which will include equipment lease or rent, salaries, travel, meal and accommodation expenses. The level of expenditures may vary according to the amount of financing that we raise.
Following successful completion of the exploration stage we intend to commence extraction of fine, extra-fine and fine-dispersed gold. During extraction stage we plan to lease or rent equipment for fine gold extraction. If we only raise the minimum amount from this offering we will use smaller, less sophisticated equipment. Any funds left over from the exploration stage will be spent on leasing more sophisticated and more efficient equipment. We may also use the extra funds to expand our mining team by hiring more geologists, and general mining workers. We expect to spend a minimum of $10,000 to set up the extraction stage of our operations.
As shown above, we require a minimum of $40,000 to begin the extraction stage of our business plan. If we only raise the minimum amount from this offering and are unable to raise additional funds by the time we reach the extraction stage of our business plan, we will likely be unable to generate revenues and may have to cease operations.
We do not plan to rent office as we have oral agreement with our President to use his office at Shelkovskoe shosse, 92/5, Suite 64, Moscow, Russian Federation 105523.
DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined in order for us to raise up to a total of $90,000 in this offering. The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. Among the factors considered were:
- our lack of operating history
- the proceeds to be raised by the offering
- the amount of capital to be contributed by purchasers in this offering
in proportion to the amount of stock to be retained by our existing
Stockholders, and
- our relative cash requirements.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders.
As of July 31, 2008, the net tangible book value of our shares of common stock was $4,503 or approximately $0.0009 per share based upon 5,000,000 shares outstanding.
IF 100% OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event all of the shares are sold, the net tangible book value of the 8,000,000 shares to be outstanding will be $94,503 or approximately $0.012 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.011 per share without any additional investment on their part. You will incur an immediate dilution from $0.03 per share to $0.012 per share.
After completion of this offering, if 3,000,000 shares are sold, you will own approximately 37.50% of the total number of shares then outstanding for which you will have made cash investment of $90,000, or $0.03 per share. Our existing stockholders will own approximately 62.50% of the total number of shares then outstanding, for which they have made contributions of cash totaling $5,000.00 or $0.001 per share.
IF 2,000,000 SHARES ARE SOLD:
Upon completion of this offering, in the event 2,000,000 shares are sold, the net tangible book value of the 7,000,000 shares to be outstanding will be $64,503, or approximately $0.009 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.008 per share without any additional investment on their part. You will incur an immediate dilution from $0.03 per share to $0.009 per share.
After completion of this offering, if 2,000,000 shares are sold, you will own approximately 28.57% of the total number of shares then outstanding for which you will have made a cash investment of $60,000, or $0.03 per share. Our existing stockholders will own approximately 71.43% of the total number of shares then outstanding, for which they have made contributions of cash totaling $5,000.00 or $0.001 per share.
IF THE MINIMUM NUMBER OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event 1,000,000 shares are sold, the net tangible book value of the 6,000,000 shares to be outstanding will be $34,503, or approximately $0.006 per share. The net tangible book value of the shares held by our existing stockholders will be increased by $0.005 per share
without any additional investment on their part. You will incur an immediate dilution from $0.03 per share to $0.006 per share.
After completion of this offering, if 1,000,000 shares are sold, you will own approximately 16.67% of the total number of shares then outstanding for which you will have made a cash investment of $30,000, or $0.03 per share. Our existing stockholders will own approximately 83.33% of the total number of shares then outstanding, for which they have made contributions of cash totaling $5,000.00 or $0.001 per share.
The following table compares the differences of your investment in our shares with the investment of our existing stockholders.
EXISTING STOCKHOLDERS IF ALL OF THE SHARES ARE SOLD:
Price per share $ 0.001 Net tangible book value per share before offering $ 0.0009 Potential gain to existing shareholders $ 90,000 Net tangible book value per share after offering $ 0.012 Increase to present stockholders in net tangible book value per share after offering $ 90,000 Capital contributions $ 5,000 Number of shares outstanding before the offering 5,000,000 Number of shares after offering assuming the sale of the maximum number of shares 8,000,000 Percentage of ownership after offering 62.50% PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD Price per share $ 0.03 Dilution per share $ 0.012 Capital contributions $ 90,000 Number of shares after offering held by public investors 3,000,000 Percentage of capital contributions by existing shareholders 5.26% Percentage of capital contributions by new investors 94.74% Percentage of ownership after offering 37.50% PURCHASERS OF SHARES IN THIS OFFERING IF TWO-THIRD OF SHARES SOLD Price per share $ 0.03 Dilution per share $ 0.009 Capital contributions $ 60,000 Number of shares after offering held by public investors 2,000,000 Percentage of capital contributions by existing shareholders 7.69% Percentage of capital contributions by new investors 92.31% Percentage of ownership after offering 28.57% |
PURCHASERS OF SHARES IN THIS OFFERING IF MINIMUM NUMBER OF SHARES SOLD
Price per share $ 0.03 Dilution per share $ 0.005 Capital contributions $ 30,000 Percentage of capital contributions by existing shareholders 14.29% Percentage of capital contributions by new investors 55.71% Number of shares after offering held by public investors 1,000,000 Percentage of ownership after offering 16.67% |
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
We are offering 3,000,000 shares of common stock on a self-underwritten basis, 1,000,000 shares minimum, and 3,000,000 shares maximum basis. The offering price is $0.03 per share. Funds from this offering will be placed in our corporate bank account. This account is not an escrow, trust or similar account. The funds will be maintained in our bank account until we receive a minimum of $30,000 at which time we will begin to use them as set forth in the Use of Proceeds section of this prospectus. Since, your subscription will be deposited in our corporate bank account, if we are sued for any reason and a judgment is rendered against us, your subscription could be seized in a garnishment proceeding and you could lose your investment, even if we fail to raise the minimum amount in this offering. As a result, there is no assurance that your funds will be returned to you if the minimum offering is not reached. Any funds received by us thereafter will immediately used by us. If we do not receive the minimum amount of $30,000 within 210 days of the effective date of our registration statement, all funds will be promptly returned to you without a deduction of any kind. During the 210 day period, no funds will be returned to you. You will only receive a refund of your subscription if we do not raise a minimum of $30,000 within the 210 day period referred to above. You will only have the right to have your funds returned if we do not raise the minimum amount of the offering or there would be a change in the material terms of the offering. The following are material terms that would allow you to be entitled to a refund of your money:
* change in the offering price;
* change to allow sales to affiliates in order to meet the minimum sales
requirement;
* extension of the offering period beyond 210 days;
* change in the minimum sales requirement;
* change in the amount of proceeds necessary to release the proceeds
held in our bank account; and,
If the changes above occur, any new offering may be made by means of a post-effective amendment.
We will sell the shares in this offering through our officers and sole director, Maksim Selivanov and Alexander Deshin. They will receive no commission from the sale of any shares. They will not register as a broker-dealer under section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker/dealer. The conditions are that:
1. The person is not statutorily disqualified, as that term is defined in
Section 3(a)(39) of the Act, at the time of his participation; and,
2. The person is not compensated in connection with his participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities;
3. The person is not at the time of their participation, an associated person of a broker/dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the Issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) do not participate in selling and offering of securities for any Issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Alexander Deshin and Maksim Selivanov are not statutorily disqualified, are not being compensated, and are not associated with a broker/dealer. They are and will continue to be our officers and sole director at the end of the offering and have not been during the last twelve months and are currently not a broker/dealer or associated with a broker/dealer. They will not participate in selling and offering securities for any issuer more than once every twelve months.
Only after our registration statement is declared effective by the SEC, do we intend to advertise, through tombstones, and hold investment meetings in various locations where the offering will be registered. We will not utilize the Internet to advertise our offering. Mr. Deshin and Mr. Selivanov will also distribute the prospectus to potential investors at the meetings, to business associates and to his friends and relatives who are interested in us and a possible investment in the offering. No shares purchased in this offering will be subject to any kind of lock-up agreement.
Management and affiliates thereof will not purchase shares in this offering to reach the minimum.
We intend to sell our shares outside the United States.
SECTION 15(g) OF THE EXCHANGE ACT
Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker/dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny stocks unless the broker/dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny stock transaction unless the broker/dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for a customer unless the broker/dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approved the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date of this prospectus and continue for a period of up to 210 days.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
- execute and deliver a subscription agreement
- deliver a check, certified funds or send funds via bank wire to us for
acceptance or rejection.
All checks for subscriptions must be made payable to Planet Resources, Inc.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a start-up stage corporation and have not started operations or generated or realized any revenues from our business operations.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues
are anticipated until we complete exploration stage of our business plan and start production of fine, extra-fine and fine-dispersed gold. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. Even if we raise the maximum amount of money in this offering, we do not know how long the money will last. We will not begin operations until we raise money from this offering.
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to begin operations but we cannot guarantee that once we begin operations we will stay in business after operations have commenced. If we are unable to successfully finish exploration stage of our business plan and find economic mineralization of fine, extra-fine and fine-dispersed gold in tailings or refuse of mining and processing industry and start production, we may quickly use up the proceeds from the minimum amount of money from this offering and will need to find alternative sources of funding. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.
If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise the minimum amount of money from this offering, it may not be enough to start production or extraction stage of our business plan. If we raise the maximum amount, we believe the money will be sufficient to able to start extraction of fine-gold and provide for growth strategy. If we raise less than the maximum amount and we need more money we will have to revert to obtaining additional money. Additional funding may come from selling additional shares of our stock or from loans from our officers and director. If we will not be successful in obtaining additional funding, our operations may fail.
PLAN OF OPERATION
Assuming we raise the minimum amount in this offering, we believe we can satisfy our cash requirements up to the extraction stage of our business plan. Upon completion of our public offering, our specific goal is to locate mining sites with tailings or refuse of mining; determine the prospects of extracting fine, extra-fine and fine-dispersed gold from such sites; and profitably extract this gold. Our plan of operations following filing of this registration statement is as follows:
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within 210 days after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate all our efforts on raising capital during this period. We do not plan to begin business operations until we complete our public offering.
RESEARCH STAGE OF OUR BUSINESS PLAN
After the completion of this offering, we plan to initiate the research stage of our business plan. We intend to locate mining sites with tailings or refuse of mining and processing industry (technogenic deposits) and determine the possibility of extracting fine, extra-fine and fine-dispersed gold from such sites. We have executed a consulting agreement with an independent consultant-geologist who will perform these tasks on our behalf. We will pay our consultant-geologist $5,000.00 and a two percent Net Smelter Royalty for conducting this research. We plan to complete the location of mining sites within two months following the completion of this offering.
EXPLORATION STAGE OF OUR BUSINESS PLAN
Following the successful location of mining sites with potential commercial contents of fine gold, we plan to initiate the exploration stage of our business plan. Our geologist will gather geological data including taking additional samples and performing tests to determine if the extracting of fine, extra-fine and fine-dispersed gold from our mining sites is economical. We plan to complete the exploration stage of our business plan approximately in three months following the completion of the research stage. The expenditures of the exploration stage are expected to be approximately $15,000 to $20,000, which will include lease or rent of exploration equipment, salaries, travel, meal and accommodation expenses. The level of the expenditures may depend on the amount of financing we will receive from our offering. Spending more money will allow us to conduct more thorough and accurate explorations which will make the extraction of gold more efficient and profitable.
GOLD-EXTRACTION STAGE OF OUR BUSINESS PLAN
Following successful completion of exploration stage we intend to commence extracting of fine, extra-fine and fine-dispersed gold. We intend to hire one or two additional mining workers to work on our mining sites. During the extraction stage we are going to lease or rent additional equipment for fine gold extraction. If we only raise the minimum amount from our offering we will use smaller, less sophisticated equipment during extraction stage. Any funds left over from the exploration stage will be spent on leasing more sophisticated and more efficient equipment. We may also use the extra funds to expand our mining team by hiring more geologists, and general mining workers. We expect to spend a minimum of $10,000 to set up the extracting stage of our operations. The work will have to be suspended for approximately six to seven months if it runs into the winter season, when the ground freezes over. Also the completion time will depend on the type of equipment leased and on the size of the mining sites.
Depending on the amount of funds we raise during our offering, we may need to raise additional funds to carry out our business plan. If we are unable to raise additional funds, we may be forced to cease operations.
SUMMARY
In summary, we should be in full operation and extracting fine-gold in 150 days after completing our offering. Until we have finished research and exploration stage, we do not believe that we can start fine-gold extraction. We believe, however, that once we finish exploration we can start to extract fine-gold and earn profit. If we are unable to locate and select property for profitable extraction of fine, extra-fine and fine-dispersed gold, we may have to suspend or cease operations. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON APRIL 24, 2008 TO JULY 31, 2008
During the period we incorporated the company, and prepared a business plan. Our net loss since inception is $497of which $81 is for bank charges, $8 is for a SEC registration fee and $408 is for an incorporation service fee. We have not started our proposed business operations and will not do so until we have completed this offering. We expect to begin operations 150 days after we complete this offering.
Since inception, we sold 5,000,000 shares of common stock to our director for $5,000. In August 4, 2008, Mr. Deshin transferred 1,000,000 of his shares of common stock to Maksim Selivanov in consideration for $1,000 in cash.
LIQUIDITY AND CAPITAL RESOURCES
As of the date of this prospectus, we have yet to generate any revenues from our business operations.
We issued 5,000,000 shares of common stock through a Regulation S offering in May 2008. This was accounted for as a sale of common stock.
As of July 31, 2008, our total assets were $7,946 and our total liabilities were $3,443 comprising of $3,443 owning to Alexander Deshin, our officer and sole director.
BUSINESS
GENERAL
We were incorporated in the State of Nevada on April 24, 2008. We have not yet started operations. We have not generated any revenues and the only operations we have engaged in so far are the development of a business plan and execution of a consulting contract with our geologist. We maintain our statutory registered agent's office at 5348 Vegas Dr, Las Vegas, Nevada, 89108. Our business office is located at Shelkovskoe shosse, 92/5, Suite 64, Moscow, Russian Federation 105523. Our telephone number is +7-902-512-6747. This is the office of our President, Alexander Deshin. We do not pay any rent to Mr. Deshin and there is no agreement to pay any rent in the future.
We have not begun operations and will not begin operations until we have completed this offering. Our plan of operation is forward-looking and there is no assurance that we will ever begin operations. We are a development stage company and have not earned any revenues. It is likely that we will not be able to achieve profitability and will have to cease operations due to the lack of funding.
PRODUCTS/SERVICES
We intend to extract fine, extra-fine and fine-dispersed gold from tailings or refuse of mining and processing industry (technogenic deposits).
The loss in the process of extracting placer and ore gold is associated with fine, plate and dust shape gold varying in size from 0.2mm to 0.05mm and less. During intensive mining exploitation, coarse or rough texture metal is extracted easier than the finer particles which remain in the tailings. On average, 20% to 50% of gold is lost when traditional, methods and inefficient equipment is used.
As a result of decades of inefficient mining in Russia, an enormous amount of technogenic dumps have accumulated, which have become a source of additional gold through re-mining. In some cases the grades at such dumps are comparable to those of newly commissioned mines. However almost no Russian companies have turned their attention to working these old dumps. These dumps represent a great opportunity to new entrepreneurs. New technology is now available which can allow us to recover fine-grained and fine-dispersed gold from material that was mined using older technology.
We believe that the most efficient way of extracting gold from these technogenic dumps is by using centrifugal gravity concentrators. We intent to lease centrifugal concentrators in the extraction stage of our business. One of the leading manufacturers of centrifugal concentrators is Itomak (Pty) Ltd.(www.itomak.com). Practical experience proves that the use of Itomak concentrators for extraction of free gold starting from 0.3g/t is a viable undertaking in most cases. The level of extraction of free metal reaches 80% and in some cases even exceeds that figure.
EQUIPMENT
Centrifugal concentrator utilizes centrifugal force to separate gold particles from waste matter. It can recover gold as small as 10 microns. The underlying premise, on which the operation of the concentrator is based, is that gold is a very heavy metal and has a specific weight and density. The material that it needs to be extracted from is much lighter. By using centrifugal force the gold is forced apart from waste materials by simultaneous use of water sprays and oscillation of the bed fragments, with rotation speed frequencies in radial and axial directions. The operation requires water, electricity and some manual labor. It is far less complicated than chemical process and can be utilized both above and below ground. Despite its simplicity the concentrator has many features that include: low electric power consumption, small weight and small critical dimensions; the potential for modularizing; a high scale of concentration of host material and withdrawal of "flat" and "buoyant" gold. Centrifugal systems can be set up in any environment with very minimal requirements. This is one of the major advantages of the system, since it helps eliminate crippling transport costs often associated with creating dumps.
One of the centrifugal concentrators that we plan to use, (mainly in the exploration stage) is Itomak KH-0,1 which is ideal for:
* exploration of fine, extra-fine and fine-dispersed gold
* for extracting gold from tailings or refuse of mining and processing
industry (technogenic deposits)
* technological proving
* scientific and laboratory research
This concentrator has many advantages. The main advantage is high production yield with very small dimensions:
* weight: 36 kg
* size: 350mm x 550mm x 620mm
* engine power: 250 Vat
* production: 150 kg/hour
Also, this piece of equipment is very durable, safe and ecological. Many exploration and gold extraction companies around the world use this concentrator. It is an ideal concentrator for the exploration stage as it is very mobile and can be moved and operated by only one person.
To enhance gold production at the extraction stage of our business plan, assuming we have sufficient funds, we intend to rent or lease more productive equipment that can process higher amounts of mining refuse per hour. Such equipment will cost more to lease and will require more power and machinery for loading raw material, tailings or refuse of mining.
REVENUE
The extracted fine, extra-fine and fine-dispersed gold from tailings or refuse of mining will remain in possession of holders of production licenses on whose mining properties we will be working. We plan to charge license holders a fee equal to the market price of gold less a 20% discount.
COMPETITION
Currently, in Russia, many new gold production licenses are sold via government auctions and many placer and ore gold properties are ready for gold extraction. Established mining companies still prefer traditional methods of gold extraction. Only a few, smaller companies are beginning to extract fine, extra-fine and fine-dispersed gold from tailings or refuse of mining, as this method of extracting doesn't require a large capital investment. Only manual labor, power and water are needed to start extraction. Although there is not much competition in this industry currently, it is likely that many companies will mimic our business plan. As a result, we may have to compete with other companies for good properties with tailings or refuse of mining and our revenue may decline.
WHY RUSSIA?
The growing demand for and the price of gold make recovering additional gold through re-mining a more attractive venture. Russia is the only large gold producer where nearly half of gold is extracted from placer gold despite placer gold deposits containing only 17.5% of total gold deposits. Before year 2000, 60% of all recovered gold in Russia was extracted from placer gold. Currently, this percentage is decreasing, and in 2007 only 40% of gold was extracted from placer gold. Scientist estimate that with the same rate of placer gold production it will discontinue in 10-15 years. At the same time, extracting placer gold is less expensive and does not require a large investment. Therefore increasing gold resources by means of re-mining tailings or refuse of mining and processing industry (technogenic deposits) with use of modern technology is very important for Russia.
For the last three years total production of gold in Russia has decreased. New technologies are needed to start extracting fine, extra-fine and fine-dispersed gold from tailing dumps as they often contain the same grade of gold as newly commissioned mines.
2001 2002 2003 2004 2005 2006 2007
---- ---- ---- ---- ---- ---- ----
Gold production
in Russia in tons 141.4 158.1 158.1 159.4 152.0 150.0 144.8
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The dimension and shape of gold have an influence on the amount of gold left in tailing dumps. Many companies re-mine tailings but with older technologies, they can only extract 30% of the gold as the size of such gold is
less than 0.25 mm. Research shows that gold particles in tailing dumps in Russia can be up to 0.6 mm. This is because most gold mines in Russia are in adverse climate areas and gold particles are attached to ice and clay. With new technologies these particles can be extracted with ease.
For the past 30 years average concentration of placer gold decreased three times form 2.8 g/m3 to 1.06 g/m3. Most mining technologies can effectively extract particles larger than 0.25 mm. Only 20% of gold with dimension from 0.1 to 0.25 mm is extracted with most technologies and all gold with a size less than 0.1 mm goes into dumps. Therefore, up to 50% of all gold is lost and remains in tailing dumps.
There are 12 billion tailings or refuse of mining and processing industry (technogenic deposits) in Russia, some of them consist of gold with concentrations higher than new gold deposits. Fine, extra-fine and fine-dispersed gold resources in tailing dumps of mining are very high. The same amount of gold can be recovered after re-mining with new technologies as was extracted the first time. Tailing dumps consist of ready to use raw material as it is shredded and panned out material. The cost of processing dumps is much less than the cost to process ore. Also, it is much easier and cheaper to make a valuation of gold in dumps than it is to make a valuation of placer or ore gold. The concentration of gold in the tailing dumps ranges from 0.1 to several grams per cubic meter of refuse of mining.
CONSULTING CONTRACT WITH GEOLOGIST
We have executed a written consulting agreements with a Russian geologist aimed at researching mining sites with tailings or refuse of mining and processing industry (technogenic deposits) and determination of possibilities and prospects of extracting fine, extra-fine and fine-dispersed gold from such sites. The research shall be carried out in the territory of the Russian Federation. The main respective duties of each party under the contract are as follows:
Duties of the Contractor:
1. Locating prospective business subjects with special permits for use of
subterranean resources activity within the boundaries of their sites
for the purpose of minerals mining.
2. Selecting sites, with available tailings or refuse of mining and
processing industry that contain economic concentration of gold with a
minimum potential gold content of 200kg.
3. Taking samples and performing tests with a view of estimating content
and concentration of fine, extra-fine and fine-dispersed gold in
refuse of mining and processing industry (technogenic deposits).
4. Providing a complete cost schedule in connection with the extraction
of fine gold from the selected sites and transportation to the point
of sale.
5. Obtaining agreements for each mining site, whereby the licensee will
allow us or our whole owned subsidiary to extract fine gold from the
licensee's mining site. The extracted gold will remain in possession
of the license holder in return for payment equal to the market price
of gold at the time of extraction less a 20% discount.
Duties of the Customer:
1. Provide the Contractor with a written assignment agreement 30 days
prior to commencement of the Consulting.
2. Upon the Contractor's request, provide the latter with all the
available information necessary for efficient research.
3. Accept the Research Results and pay the Contractor.
Upon completion of the contract we will be required to pay a consulting fee of US$5,000.00 to the geologist as well as ongoing royalty of 2% of the annual net profit generated from the mining sites that he refers to us. A more detailed
list of terms can be found in the copy of the contract which is included as an exhibit to this registration statement.
INSURANCE
We do not maintain any insurance and do not intend to maintain any insurance in the future. Because we do not have any insurance, if we are made a party to a products liability action, we may not have sufficient funds to defend the litigation. If that occurs, a judgment could be rendered against us that could cause us to cease operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees, other than our officers and sole director. We intend to hire additional employees on an as needed basis.
OFFICES
Our offices are currently located at Shelkovskoe shosse, 92/5, Suite 64, Moscow, Russian Federation 105523. Our telephone number is +7-902-512-6747. This is the office of our President, Alexander Deshin. We do not pay any rent to Mr. Deshin and there is no agreement to pay any rent in the future. Upon the completion of our offering, we do not intend to establish an office elsewhere.
GOVERNMENT REGULATION
We are not currently subject to direct U.S. federal, state or local regulation. We plan to extract gold form tailing dumps at the existing mines where companies hold gold production licenses. All our activities will be subject to Russian Law.
MANAGEMENT
OFFICERS AND DIRECTORS
Our sole director will serve until his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serves until their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, address, age and position of our present officers and director are set forth below:
Name and Address Age Position(s)
---------------- --- -----------
Alexander Deshin 36 President, Chief Executive Officer,
Shelkovskoe shosse, 92/5, Suite 64 Treasurer, Chief Financial Officer, Principal
Moscow, Russian Federation Accounting Officer and sole member of the Board
105523 of Directors.
Maksim Selivanov 32 Secretary
Shelkovskoe shosse, 92/5, Suite 64
Moscow, Russian Federation 105523
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The person named above has held their offices/positions since the inception of our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.
BIOGRAPHICAL INFORMATION AND BACKGROUND OF OFFICERS AND DIRECTORS
Set forth below is a brief description of the background and business experience of our executive officers and sole director for the past five years.
MR. DESHIN has acted as our Officer and sole Director since our inception on April 24, 2008. He graduated with a Bachelor of Business Administration Degree from Baikal State Business University in June 1994. After graduation until September 1999, Mr. Deshin was initially employed as assistant Director for Eastland Holding Corp., a large holding company whose business was involved in many industries such as oil and gas, wholesale and retail trade, production of goods, real estate and development. In September 1999 Alexander Deshin founded his own company, San-Decor, Ltd, where he worked as CEO and President. San-Decor Holding is a holding company that unites companies working in wholesale and retail trade; distributing sanitary engineering equipment, water supply and sewerage materials in Russia and abroad; the production of home restoration goods; sewage, water and sanitary equipment assembling; real estate and investment activities. Mr. Deshin intends to devote 30% of his time to planning and organizing activities for us.
Since July 2008, MR. SELIVANOV has been our Secretary. He graduated in 1998 with a Bachelor Degree in Chinese Language from Baikal State Language University. In 2006 he graduated with a Masters Degree in Corporate Law from Baikal State Technical University. Since 1998 to 2006 he has worked as a sole proprietor in wholesale trade. Since 2006 he has been working as a bank associate in SberBank, the largest Russian bank.
During the past five years, Mr. Deshin and Mr. Selivanov have not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr. Deshin and Mr. Selivanov were 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, by a court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Deshin or Mr. Selivanov'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.
AUDIT COMMITTEE FINANCIAL EXPERT
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we have no operations, at the present time, we believe the services of a financial expert are not warranted.
CONFLICTS OF INTEREST
Alexander Deshin, our President will be devoting approximately 30% of his time to our operations and Maksim Selivanov, our Secretary will be devoting approximately 20% of his time to our operations. Because Mr. Deshin and Mr. Selivanov will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.
EXECUTIVE COMPENSATION
The following table sets forth the compensation paid by us for the last three fiscal years ending July 31, 2008 to each of our officers. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.
EXECUTIVE OFFICER COMPENSATION TABLE
Nonqualified
Non-Equity Deferred
Stock Option Incentive Plan Compensation All Other
Salary Bonus Awards Awards Compensation Earnings Compensation Total
Name and Principal Position Year (US$) (US$) (US$) (US$) (US$) (US$) (US$) (US$)
--------------------------- ---- ----- ----- ----- ----- ----- ----- ----- -----
Alexander Deshin 2008 0 0 0 0 0 0 0 0
President and Treasurer
Maksim Selivanov Secretary 2008 0 0 0 0 0 0 0 0
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We have no employment agreements with any of our officers. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.
The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers.
There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.
COMPENSATION OF OUR SOLE DIRECTOR
Our sole member of our board of directors is not compensated for his services as a director. The board has not implemented a plan to award options to any directors. There are no contractual arrangements with any member of the board of directors. We have no director's service contracts
DIRECTOR'S COMPENSATION TABLE
Non-Equity Nonqualified
Incentive Deferred
Fees Earned or Stock Options Plan Compensation All Other
Paid in Cash Awards Awards Compensation Earnings Compensation Total
Name Year (US$) (US$) (US$) (US$) (US$) (US$) (US$)
---- ---- ----- ----- ----- ----- ----- ----- -----
Alexander Deshin 2008 0 0 0 0 0 0 0
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LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
INDEMNIFICATION
Under our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of their shares and possesses sole voting and dispositive power with respect to the shares.
Percentage of
Percentage of Number of Shares Ownership After
Number of Ownership After Offering the Offering
Name and Address Shares Before Before the Assuming all of the Assuming all of the
Beneficial Owner [1] the Offering Offering Shares are Sold Shares are Sold
-------------------- ------------ -------- --------------- ---------------
Alexander Deshin 4,000,000 80% 4,000,000 50.00%
Maksim Selivanov 1,000,000 20% 1,000,000 12.50%
All Officers and Sole
Director as a Group 5,000,000 100% 5,000,000 62.50%
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FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 5,000,000 shares of common stock are held by our officers and sole director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing six months after their acquisition. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.
There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There are two holders of record of our common stock. The record holders are our sole director, Alexander Deshin, who owns 4,000,000 restricted shares and our Secretary, Maksim Selivanov, who owns 1,000,000 restricted shares of our common stock.
DESCRIPTION OF SECURITIES
COMMON STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:
- have equal ratable rights to dividends from funds legally available if
and when declared by our board of directors;
- are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution
or winding up of our affairs;
- do not have preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights; and
- are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.
All shares of common stock now outstanding are fully paid for and non-assessable and all shares of common stock that are the subject of this offering, when issued, will be fully paid for and non-assessable. We refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.
PREFERRED STOCK
We currently do not have a class of preferred stock and therefore no preferred shares are issued and outstanding.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of the shares of common stock, present stockholders will own approximately 62.5% of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
ANTI-TAKEOVER PROVISIONS
There are no Nevada anti-takeover provisions that may have the effect of delaying or preventing a change in control.
REPORTS
After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.
STOCK TRANSFER AGENT
Our stock transfer agent for our securities is Island Stock Transfer, 100
Second Avenue S., Suite 300N, St. Petersburg, Fl 33701. Its telephone number is
(727) 287-0010.
CERTAIN TRANSACTIONS
On May 2008, we issued a total of 5,000,000 shares of restricted common stock to Alexander Deshin, our sole officer and director in consideration for $5,000 cash.
On August 4, 2008, Mr. Deshin transferred 1,000,000 of his shares of common stock to Maksim Selivanov in consideration for $1,000 cash.
Further, Mr. Deshin has advanced funds to us. As of July 31, 2008, Mr. Deshin advanced us $3,443. Mr. Deshin will not be repaid from the proceeds of this offering. There is no due date for the repayment of the funds advanced to us by Mr. Deshin. Mr. Deshin will be repaid from revenues of operations if and when we generate revenues. There is no assurance that we will ever generate revenues from our operations. The obligation to Mr. Deshin does not bear interest and there is no written agreement evidencing the advance of funds by Mr. Deshin or the repayment of the funds to Mr. Deshin. The entire transaction was oral.
Mr. Deshin allows us to use approximately 120 square feet of his office for our operations on a rent free basis.
LITIGATION
We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 5348 Vegas Drive, Las Vegas, Nevada, 89108
EXPERTS
Our financial statements for the period from inception to July 31, 2008, included in this prospectus have been audited by Ronald R. Chadwick, P.C. as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
Dean Law Corp., has provided an opinion on the validity of our common stock. They have been retained solely for the purpose of providing this opinion and a review our registration statement.
FINANCIAL STATEMENTS
Our fiscal year end is July 31. We will provide audited financial statements to our stockholders on a quarterly basis; the statements will be prepared by a firm of Chartered Accountants.
Our financial statements from inception to July 31, 2008, follow:
INDEPENDENT AUDITOR'S REPORT F-1 FINANCIAL STATEMENTS Balance Sheet F-2 Statement of Operations F-3 Statement of Stockholders' Deficiency F-4 Statement of Cash Flows F-5 NOTES TO THE FINANCIAL STATEMENTS F-6 |
RONALD R. CHADWICK, P.C.
Certified Public Accountant
2851 South Parker Road, Suite 720
Aurora, Colorado 80014
Telephone (303)306-1967
Fax (303)306-1944
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
Planet Resources, Corp.
Moscow, Russia
I have audited the accompanying balance sheet of Planet Resources, Corp. (a development stage company) as of July 31, 2008 and the related statements of operations, stockholders' equity and cash flows for the period from April 24, 2008 (inception) through July 31, 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 Planet Resources, Corp. as of July 31, 2008 and the related statements of operations, stockholders' equity and cash flows for the period from April 24, 2008 (inception) through July 31, 2008 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Ronald R. Chadwick, P.C.
Aurora, Colorado -------------------------------
September 4, 2008 RONALD R. CHADWICK, P.C.
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ASSETS
CURRENT ASSETS
Cash $ 7,946
--------
TOTAL ASSETS $ 7,946
========
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LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Loan from Director $ 3,443
--------
TOTAL CURRENT LIABILITIES 3,443
--------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 75,000,000 shares authorized;
5,000,000 shares issued and outstanding 5,000
Additional paid-in-capital --
Deficit accumulated during the development stage (497)
--------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 4,503
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 7,946
========
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The accompanying notes are an integral part of these financial statements.
EXPENSES
General and Administrative Expenses $ 497
----------
Net (loss) from Operation before Taxes (497)
Provision for Income Taxes 0
----------
Net (loss) $ (497)
==========
(LOSS) PER COMMON SHARE - BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 3,181,818
==========
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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 April 24, 2008
May 30,2008
Common shares issued for cash at $0.001 5,000,000 $ 5,000 $ -- $ -- $ 5,000
Net (loss) -- -- -- (497) (497)
--------- ------- -------- -------- -------
Balance as of July 31, 2008 5,000,000 $ 5,000 $ -- $ (497) $ 4,503
========= ======= ======== ======== =======
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The accompanying notes are an integral part of these financial statements.
OPERATING ACTIVITIES
Net (loss) $ (497)
--------
Net cash (used) for operating activities (497)
--------
FINANCING ACTIVITIES
Loans from Director 3,443
Sale of common stock 5,000
--------
Net cash provided by financing activities 8,443
--------
Net increase (decrease) in cash and equivalents 7,946
Cash and equivalents at beginning of the period --
--------
Cash and equivalents at end of the period $ 7,946
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ --
========
Taxes $ --
========
NON-CASH ACTIVITIES $ --
========
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The accompanying notes are an integral part of these financial statements.
PLANET RESOURCES, CORP
(A Development Stage Company)
1. ORGANIZATION AND BUSINESS OPERATIONS
PLANET RESOURCES, CORP ("the Company") was incorporated under the laws of the State of Nevada, U.S. on April 24, 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 in exploration and extracting of fine, extra-fine and fine-dispersed gold from tailings or refuse of mining and processing industry (technogenic deposits). 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, April 24, 2008 through July 31, 2008 the Company has accumulated losses of $497.
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 $497 as of July 31, 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 July 31.
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,
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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.
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 May 2008, the Company issued 5,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $5,000.
During the period April 24, 2008 (inception) to July 31, 2008, the Company sold a total of 5,000,000 shares of common stock for total cash proceeds of $5,000.
4. INCOME TAXES
As of July 31, 2008, the Company had net operating loss carry forwards of approximately $497 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 TRANSACTONS
On May 2, 2008 related party had loaned the Company $283; on May 15, 2008, related party had loaned the Company $200 and on June 2,2008 related party had loaned the Company $2,960. The loans are non-interest bearing, due upon demand and unsecured.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:
SEC Registration Fee $ 3.54
Printing Expenses $ 196.46
Accounting Fees and Expenses $ 2,800.00
Legal Fees and Expenses $ 2,000.00
Transfer Agent Fees $ 5,000.00
----------
TOTAL $10,000.00
==========
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:
1. Article XII of the Bylaws of the company, filed as Exhibit 3.2 to the
Registration Statement.
2. Nevada Revised Statutes, Chapter 78.
The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.
Name and Address Date Shares Consideration ---------------- ---- ------ ------------- Alexander Deshin May 31, 2008 5,000,000 $5,000.00 |
On August 4, 2008, Mr. Deshin transferred 1,000,000 of his shares of common stock to Maksim Selivanov for consideration of $1,000 cash.
We issued the foregoing restricted shares of common stock pursuant to Regulation S of the Securities Act of 1933.
II-1
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 certified 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 our 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.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this registration statement, pursuant to Item 601 of Regulation S-K.
Exhibit No. Document Description ----------- -------------------- 3.1 Articles of Incorporation 3.2 Bylaws 5.1 Opinion of Dean Law Corp 10.1 Geologist Consulting Agreement 23.1 Consent of Ronald R. Chadwick, P.C. |
ITEM 17. UNDERTAKINGS
A. 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 to:
(a) include any prospectus required by Section 10(a)(3) of the Securities Act;
II-2
(b) reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low 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) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in maximum aggregate offering price set forth in the "CALCULATION OF REGISTRATION FEE" table in the effective registration statement; and
(c) include any additional or changed material information with respect to the plan of distribution.
(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 which remain unsold at the termination of the offering.
(4) To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(5) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.
(6) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) For the purpose of determining liability under the Securities Act to any purchaser:
Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (ss.ss.230.430A of this chapter), 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 reference into the registration statement or prospectus that is part
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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.
(8) For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(a) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of this chapter;
(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(d) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
B. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
C. To provide to the underwriter at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
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D. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post- effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
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 city of Moscow, Russian Federation on this 17th day of September, 2008.
PLANET RESOURCES, CORP.
BY: /s/ Alexander Deshin
-------------------------------------------------------------
Alexander Deshin, President, Chief Executive Officer,
Treasurer, Chief Financial Officer, Principal
Accounting Officer and sole member of the Board of Directors.
BY: /s/ Maksim Selivanov
-------------------------------------------------------------
Maksim Selivanov, Secretary.
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EXHIBIT INDEX
Exhibit No. Document Description ----------- -------------------- 3.1 Articles of Incorporation 3.2 Bylaws 5.1 Opinion of Dean Law Corp 10.1 Geologist Consulting Agreement 23.1 Consent of Ronald R. Chadwick, P.C. |
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
20080285412-82
Filing Date and Time
04/24/2008 7:41 AM
Entity Number
E0273542008-5
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
ABOVE SPACE IS FOR OFFICE USE ONLY
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1. Name of
Corporation: Planet Resources, Corp.
2. Resident Agent Eastbiz.com, Inc.
Name and Street Name
Address:
(must Street be a 5348 Vegas Drive Las Vegas Nevada 89108
Nevada address where Address City Zip Code
process may
be served). Optional Mailing Address City State Zip Code
3. Shares:
(number of shares Number of shares Number of shares
corporation with par value: 75,000,000 Par value: $0.001 without par value:
authorized
to issue)
1. Alexander Deshin
4. Names & Addresses, Name
of Board of Shelkovskoe shosse, g2/5, Suite 64 Moscow, Russian 105523
Directors/Trustees: Street Address City State Zip Code
(attach additional page
if there is more than 3 2.
directors/trustees Name
Street Address City State Zip Code
3.
Name
Street Address City State Zip Code
5. Purpose: (optional- The purpose of this Corporation shall be:
see instructions)
6. Names, Address Sherry Williams-Lamb /s/ Sherry Williams-Lamb
and Signature of Name Signature
Incorporator.
(attach additional page 5348 Vegas Drive Las Vegas Nevada 89108
if there is more than 1 Address City State Zip Code
incorporator).
7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of /s/ Sherry Williams-Lamb 4/21/08
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date
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This form must be accompanied by appropriate fees.
Exhibit 3.2
BYLAWS
OF
PLANET RESOURCES, CORP.
(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:
PLANET RESOURCES, CORP.
PER:
/s/ Alexander Deshin
-------------------------------------
Alexander Deshin, Secretary
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Exhibit 5.1
[LETTERHEAD OF DEAN LAW CORP.]
September 9, 2008
Securities and Exchange Commission
100 F Street, N.E.
Washington, D. C. 20549
Gentlemen:
Re: Planet Resources, Corp.
Please be advised that, we have reached the following conclusions regarding the above offering:
1. Planet Resources, Corp., (the "Company") is a duly and legally organized and existing Nevada state corporation, with its registered office located in Las Vegas, Nevada and its principal place of business located in Moscow, Russia. The Articles of Incorporation and corporate registration fees were submitted to the Nevada Secretary of State's office and filed with the office on April 24, 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. The common stock to be sold under this Form S-1 Registration Statement is likewise legal under the laws of the State of Nevada, its Constitution and reported judicial decisions interpreting those laws and when such stock is issued it will be 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.
[LETTERHEAD OF DEAN LAW CORP.]
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. By directors' resolution, the Company has authorized the issuance of up to 3,000,000 shares of common stock.
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. Therefore, a Board of Directors' Resolution which authorized the issuance for sale of up to 3,000,000 shares of common stock is within the authority of the Company's directors and the shares, when issued, will be validly issued, fully paid and non-assessable.
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 10.1
CONSULTING CONTRACT
Moscow city
4th of August, 2008
Simonov Stepan, hereinafter referred to as the "Contractor", from one party, and the company Planet Resources Corp, represented by the Director Deshin Alexander, hereinafter referred to as the "Customer", from the other party, have concluded this Consulting Contract hereinafter referred to as the "Contract" on the following:
1. SUBJECT OF THE CONTRACT
1.1. The Customer assigns and the Contractor undertakes to provide research aimed at locating mining sites with tailings or refuse of mining and processing industry (technogenic deposits) and determination of possibilities and prospects of extracting fine, extra-fine and fine-dispersed gold from such sites.
2. TERRITORY OF RESEARCH
2.1. Research shall be carried out in the territory of the Russian Federation.
3. CONSULTING TASKS
3.1. Consulting tasks (the "Consulting") shall be carried out accordingly:
3.1.1. Locating prospective business subject(s) with special permits for use of
subterranean resources activity within the boundaries of their sites for the
purpose of minerals mining.
3.1.2. Selecting site(s), with available tailings or refuse of mining and
processing industry that contain economic concentration of gold with minimum
potential gold content of 200kg.
3.1.3. Taking samples and performing tests with view of estimating content and
concentration of fine, extra-fine and fine-dispersed gold in refuse of mining
and processing industry (technogenic deposits).
3.1.4. Providing a complete cost schedule in connection with the extraction of
fine gold from the selected site(s) and transportation to the point of sale.
3.1.5. Obtaining agreement for each mining site, whereby the licensee will allow
Planet Resources, Inc. or their whole owned subsidiary to extract fine gold from
licensee's mining site. The extracted gold will remain in possession of the
license holder in return for payment equal to market price of gold at the time
of extraction less 20% discount).
4. DUTIES OF THE CONTRACTOR
4.1. The Contractor shall:
4.1.1. Begin the research within 30 days after the written assignment by the
Customer.
4.1.2. Upon completion of Consulting, present the research documents and any
executed agreements (the "Research Results") to the Customer.
4.1.3. Attach a detailed and complete report on all the issues pertinent to the
agreed Consulting.
4.1.4. Ensure complete confidentiality of the information received from the
Customer if third parties are involved in the research.
4.2. Within 90 days after completion of the Consulting, specified by this
Contract and signing the Statement of transfer of Research Results the
Contractor shall provide Research Results regarding the Consulting referred to
in the part 3 of the Contract.
5. DUTIES OF THE CUSTOMER
5.1. The Customer shall:
5.1.1. Provide the Contractor with written assignment 30 days prior to
commencement of the Consulting.
5.1.2. Upon the Contractor's request, provide the latter with all the available
information necessary for efficient research.
5.1.3. Accept the Research Results and pay the Contractor.
6. PROCEDURES OF CARRYING OUT THE CONSULTING AND TRANSFERRING THE RESULTS
6.1. The Contractor shall independently manage the Consulting.
6.2. The Contractor shall transfer the Research Results in writing.
6.3. At the transfer of Research Results the parties prepare the statement of
transfer (the "Statement") in two copies, one copy for each party.
6.4. The Customer has 30 days following the Research Results transfer to inspect
Research Results and request additional documents if the Research Results in his
opinion do not meet the requirements specified in part 3 of the Contract. The
Contractor shall provide the additional documents within 60 days unless he
proves to the Customer that the Research Results meet specified requirements.
6.5. If the Customer within 30 days does not request additional documents, the
Research Results are deemed transferred without further requests from the
Customer. Transfer of the Research Results following request and submission of
additional documents shall be accompanied by the Statement.
7. REMUNERATION OF THE CONTRACTOR AND PAYMENT PROCEDURES
7.1. The Customer shall pay the Contractor the fee in the amount of US$5,000
(Five Thousand) for carried out Consulting. In the process of development of
sites recommended by the Contractor and extraction of fine, extra-fine and
fine-dispersed gold contained in tailings and refuse of mining and processing
industry (technogenic deposits), the Customer shall pay the Contractor royalty
in the amount of 2% of annual net profit.
7.2. Payment procedures:
7.2.1. The Customer shall pay the Contractor US$5,000 (Five Thousand) within 45
days following the date of signing the Statement of transfer of the Research
Results, and in the event of additional documents - within 45 days after signing
the Statement.
8. LIABILITIES OF THE PARTIES
8.1. The Contractor and the Customer are liable under this Contract according to
the legislation of the Russian Federation.
8.2. In the event of failure to perform obligations under this Contract the
party at fault shall pay to the other party fine in the amount of $2,500 and
compensates for the losses incurred by the other party.
9. FORCE-MAJEURE
9.1. Each party is exempted from liability for partial or total non-performance
of this Contract obligations if it proves that this is a result of
insurmountable circumstances arisen after the conclusion of this Contract, such
as: fire, explosion, flood, earthquake, strike, prohibitions by government and
other insurmountable circumstances which the party could not foresee, prevent,
or take into consideration when concluding the Contract.
9.2. The exemption is effective only for the period when such insurmountable
circumstances and consequences thereof exist.
9.3. When the aforesaid circumstances occur or seize to exist, the party should
immediately notify the other party in writing.
9.4. The notification must contain the information on nature of circumstances
and effect thereof on ability (or inability) of the party to perform the
Contract obligations, as well as suggested term of performance.
9.5. The occurrence of insurmountable circumstances, their effect and duration
must be confirmed by the Chamber of Trade and Industry of the respective country
or another competent organ or organization.
9.6. On the aforesaid occasions the term of performance of the Contract
obligations by the parties shall be extended according to the period when such
circumstances and consequences thereof are in effect.
9.7. In the event that such circumstances exist for more than 6 months, each
party has a right to decline the performance under this Contract.
10. ARBITRATION
10.1. All the disputes that might arise from this Contract or in relation thereto shall be resolved in the Court pursuant legislation in effect at the location of the Defendant.
11. OTHER CONDITIONS
11.1. This Contract is prepared in two copies in Russian and English languages,
- each copy for each of the parties, and both copies have the same legal power.
11.2. In any matters not provided by this Contract the parties shall apply the
current legislation of the Russian Federation.
11.3. All alterations and supplements to this Contract are effective only if
done in written form and signed by duly authorized representatives of both
parties.
11.4. The Contractor shall not delegate the performance of this Contract to
third parties without written consent of the Customer. The Contractor has a
right to delegate the performance of certain tasks under the Contract to a third
party, which shall be agreed upon in advance with the Customer. Nevertheless, in
this event all the liability under this Contract lies with the Contractor.
11.5. After the signing of this Contract any prior negotiations and
correspondence are no longer in effect.
Agreed to and accepted as of the 4th day of August, 2008 by:
Customer: Contractor:
PLANET RESOURCES, CORP. 25 Rossiyskaya Street, Apt. 18
Irkutsk, Russia
/s/ Alexander Deshin /s/ Srepan Simonov
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Alexander Deshin, President Stepan Simonov
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Exhibit 23.1
Ronald R. Chadwick, P.C.
Certified Public Accountant
2851 South Parker Road
Suite 720
Aurora, Colorado 80014
Phone (303)306-1967
Fax (303)306-1944
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
I consent to the use in the Registration Statement of Planet Resources, Corp. on Form S-1 of my Report of Independent Registered Public Accounting Firm, dated September 4, 2008, on the balance sheet of Planet Resources, Corp. as at July 31, 2008, and the related statements of operations, stockholders' equity, and cash flows for the period from April 24, 2008 (date of inception) through July 31, 2008.
In addition, I consent to the reference to me under the heading "Experts" in the Registration Statement.
RONALD R. CHADWICK, P.C.
Aurora, Colorado
September 12, 2008 /s/ Ronald R. Chadwick, P.C.
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