As
filed with the Commission on July 27, 2007
File
No. 333-
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
SB-2
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
|
LAURAL
RESOURCES, INC.
(
Name
of small business issuer in its
charter)
|
|
Nevada
|
1099
|
14-1994102
|
|
(State
or jurisdiction or
incorporation
or organization)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employee
Identification
No.)
|
|
#15
- 1019 North Shore Blvd. E., Burlington, Ontario, Canada, L7T
1X8
Telephone:
(905) 639 - 4535
(Address
and telephone number of principal executive
offices)
|
|
#15
- 1019 North Shore Blvd. E., Burlington, Ontario, Canada, L7T
1X8
(Address
of principal place of business or intended principal place of
business)
|
|
Action
Stock Transfer Corp., 7069 S. Highland Drive, Suite 300, Salt Lake
City,
Utah, 84121
Telephone
(801) 274-1088
(Name,
address and telephone number of agent of
service)
|
|
Copies
to:
Daniel
Eng, Esq.
Suite
230 - 1455 Response Road, Sacramento, California, 95814
Telephone:
(916) 752-1553 (Fax) (916) 576-2642
|
Approximate
date of commencement of proposed sale to the public: As soon as practicable
after this Registration Statement becomes effective.
If
any of
the securities being registered on this Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box [X]
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement of the same offering.
[
]
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
[
]
If
this
Form is a post-effective amendment filed pursuant to Rule 462 (d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering
[
]
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box [ ]
CALCULATION
OF REGISTRATION FEE
|
Title
of each
class
of securities
to
be registered
|
Number
of
Shares
to be
Registered
|
Proposed
maximum
offering
price
per
share
(i) (ii)
|
Proposed
maximum
aggregate
offering
price
|
Amount
of
Registration
fee
(iii)
|
|
Common
stock
|
975,000
|
$0.05
|
$48,750
|
$5.22
|
(i)
Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) of the Securities Act of 1933.
| (ii) |
There
is no public market for the Laural Resources, Inc. shares of common
stock.
Our common stock is not traded on any national exchange and in accordance
with Rule 457, the offering price was determined by the offering
price for
shares of Laural Resources, Inc. sold to subscribers by way of a
private
placement.
|
| (iii) |
Fee
calculated in accordance with Rule 457(o) of the Securities Act of
1933.
|
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8 (a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8
(a),
may determine.
Prospectus
Subject
to Completion
Date:
July 26,
2007
The
Information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
securities and it is not soliciting an offer to buy these securities in any
state where the offering or sale is not permitted.
LAURAL
RESOURCES,
INC.
Offering
by Selling Security Holders: 975,000 Shares of Common Stock
We
are
registering 975,000 shares of common stock for resale by the selling security
holders identified in this prospectus. We will not receive any of the proceeds
for the sale of the shares of common stock by the selling security holders.
The
shares of common stock are being registered to permit public secondary trading
of the shares of common stock being offered by the selling security holders
named in this prospectus. The number of shares of Laural Resources, Inc. common
stock being registered by selling security holders represents 38.2% of our
currently issued and outstanding shares of common stock.
There
is
no public market for Laural Resources, Inc.’s common stock. It is our intention
to seek quotation on the OTC Bulletin Board (“OTCBB”) subsequent to the date of
this prospectus. There is no assurance our application to the NASD will be
approved.
The
selling security holders may, from time to time, sell, transfer or otherwise
dispose of any or all of their shares of common stock on any stock exchange,
market or trading facility on which the shares are traded or in private
transactions. These dispositions may be at fixed prices, at prevailing market
prices at the time of sale, at prices related to the prevailing market price,
at
varying prices determined at the time of sale or at negotiated prices. The
selling security holders may use any one or more of the following methods when
selling shares: (i) ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers; (ii) block trades in which the
broker-dealer will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (iii)
purchases by a broker-dealer as principal and resale by the broker-dealer for
its account; (iv) an exchange distribution in accordance with the rules of
the
applicable exchange; (v) privately negotiated transactions; (vi) effected short
sales after the date the registration statement of which this Prospectus is
a
part is declared effective by the Securities and Exchange Commission; (vii)
through the writing or settlement of options or other hedging transactions,
whether through options exchange or otherwise; (viii) broker-dealers may agree
with the selling security holders to sell a specified number of such shares
at a
stipulated price per share; and (ix) a combination of any such methods of
sale.
Investing
in our common stock involves a high degree of risk. A potential investor should
carefully consider the factors described under the heading “Risk Factors”
beginning at page 5. 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. Any representation to
the
contrary is a criminal offense.
Dealer
Prospectus Delivery Instructions
Until
,
2007 all dealers that effect transactions in these shares of common stock ,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers’ obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
The
date
of this prospectus is August , 2007.
Table
of Contents
| Page | |
|
Summary
of Prospectus
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3
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|
Risk
Factors
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5
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|
Use
of Proceeds
|
11
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|
Plan
of Distribution
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11
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|
Selling
Security Holders
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13
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|
Business
Description
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15
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|
Description
of the Property
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16
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|
Management’s
Discussion and Analysis or Plan of Operations
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20
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Management
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24
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Executive
Compensation
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27
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|
Principal
Shareholders
|
27
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|
Description
of Securities
|
28
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Market
for Common Shares & Related Shareholders Matters
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29
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Certain
Transactions
|
30
|
|
Legal
Proceedings
|
30
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Interest
of Named Experts And Counsel
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30
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Further
Information
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30
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Financial
Statements
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31
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SUMMARY
OF PROSPECTUS
This
summary provides an overview of all material information contained in this
prospectus. Before making a decision to purchase the shares our selling security
holders are offering you should very carefully and thoroughly read the more
detailed information in this prospectus and review our financial statements.
Summary
Information about Laural Resources, Inc.
We
were
incorporated in the State of Nevada on February 13, 2007 and established a
fiscal year end of May 31. We do not have any subsidiaries, affiliated companies
or joint venture partners.
We
are a
start-up, pre-exploration stage company engaged in the search for gold and
related minerals and have not generated any operating revenues since inception.
We have incurred losses since inception and our auditors have issued a going
concern opinion since we must raise additional capital to fund our operations.
There is no assurance we will be able to raise this capital.
There
is
no assurance that a commercially viable mineral deposit, a reserve, exists
at
our mineral claim or can be shown to exist until sufficient and appropriate
exploration is done and a comprehensive evaluation of such work concludes
economic and legal feasibility. Such work could take many years of exploration
and would require expenditure of very substantial amounts of capital, capital
we
do not currently have and may never be able to raise.
Our
sole
holding is a 100% interest in the Waibau Claim located in the Republic of Fiji.
Laural acquired the Waibau Claim for the sum of $5,000. We own no property
other
than the Waibau Claim.
As
of the
date of this prospectus, we have not conducted any exploration work on the
Waibau Claim.
We
have
funds sufficient to complete only Phase 1 of a two-phase exploration program
recommended for the Waibau Claim. It is our plan to complete Phase I by no
later
than December 31, 2007.
We
have
no fulltime employees and our management devotes a small percentage of their
time to the affairs of the Company.
Our
administrative office is located at #
15 -
1019 North Shore Blvd. E., Burlington, Ontario, Canada, L7T 1X8.
Our
telephone number is (905) 639- 4525.
On
April
10, 2007 we completed a private placement pursuant to Regulation S of the
Securities Act of 1933, of 1,750,000 shares of common stock sold to our two
officers and directors at the price of $0.001 per share to raise $1,750. On
May
31, 2007 we completed a further private placement pursuant to Regulation S
of
the Securities Act of 1933, whereby 800,000 common shares were sold at the
price
of $0.05 per share to raise $40,000. The aggregate total cash raised from the
sale of shares was $41,750. Cash on hand totaled $40,609 as of May 31, 2007.
Of
these funds $35,494 remains in cash as of July 15, 2007, with the balance of
$5,115 having been expended as follows:
|
Auditing
fees - May 31/07 statements
|
$
2,500
|
|
Bank
charges (net of interest income)
|
15
|
|
Management
fees
|
2,000
|
|
Rent
|
600
|
|
Amounts
paid from proceeds as of
July
15, 2007
|
$
5,115
|
The
following financial information summarizes the more complete historical
financial information found in our audited financial statements contained
elsewhere in this prospectus:
|
From
February 13, 2007 (date of inception) to May 31,
2007
|
|
|
Statement
of Expenses Information:
|
|
|
Revenue
|
$
NIL
|
|
Net
Losses
|
17,524
|
|
Total
Operating Expenses
|
17,524
|
|
Exploration
Costs
|
7,000
|
|
General
and Administrative
|
10,524
|
|
May
31, 2007
|
|
|
Balance
Sheet Information:
|
|
|
Cash
|
$
40,609
|
|
Total
Assets
|
40,609
|
|
Total
Liabilities
|
16,383
|
|
Stockholders
Equity
|
24,226
|
The
Offering
Following
is a brief summary of this offering:
|
Common
stock offered by selling security holders
|
975,000
shares offered by the selling security holders (including 175,000
shares,
6.9% of our issued and outstanding shares being offered by our directors)
detailed in the section of the Prospectus entitled “Selling Security
Holders” beginning on page 13.
|
|
Common
stock outstanding as
of
the date of this Prospectus
|
2,550,000
Shares
|
|
Use
of proceeds
|
We
will not receive any proceeds from the sale of shares of common stock
by
the selling security holders.
|
|
Plan
of Distribution
|
The
offering is made by the selling security holders named in this Prospectus
to the extent they sell shares. We intend to seek quotation of our
common
stock on the OTCBB. However, no assurance can be given that our common
stock will be approved for quotation on the OTCBB. Selling security
holders may sell at market or privately negotiated
prices.
|
|
Risk
Factors
|
You
should carefully consider all the information in this Prospectus.
In
particular, you should evaluate the information set forth in the
section
of the Prospectus entitled “Risk Factors” beginning on page 5 before
deciding whether to invest in our common stock.
|
|
Lack
of Liquidity in our common stock
|
Our
common stock is not presently quoted on or traded on any market or
securities exchange and we have not yet applied for listing or quotation
on any public market. We can provide no assurance that there will
ever be
an active market for our common
stock.
|
Risk
Factors
An
investment in our common stock involves an exceptionally high degree of risk
and
is extremely speculative. In addition to the other information regarding Laural
contained in this prospectus, you should consider many important factors in
determining whether to purchase the shares being offered. The following risk
factors reflect the potential and substantial material risks which could be
involved if you decide to purchase shares in this
offering.
We
lack an operating history and have losses, which we expect to continue into
the
future. As a result, we may have to suspend or cease exploration activity or
cease operations.
While
we
were incorporated in 2007, we have not yet conducted any exploration activities.
We have not generated any revenues. We have no exploration history upon which
you can evaluate the likelihood of our future success or failure. Our net loss
from inception to May 31, 2007, the date of our most recent audited financial
statements is $17,524. Our ability to achieve profitability and positive cash
flow in the future is dependent upon
|
|
*
|
our
ability to locate a profitable mineral property
|
|
*
|
our
ability to locate an economic ore reserve
|
|
|
|
*
|
our
ability to generate revenues
|
|
|
*
|
our
ability to reduce exploration
costs.
|
Based
upon current plans, we expect to incur operating losses in future periods.
This
will happen because there are expenses associated with the research and
exploration of our mineral property. We cannot guarantee we will be successful
in generating revenues in the future. Failure to generate revenues may cause
us
to go out of business.
We
have no known ore reserves and we cannot guarantee we will find any gold and/or
silver
mineralization
or, if we find gold and/or silver mineralization, that it may be economically
extracted.. If we fail to find any gold and/or silver mineralization or if
we
are unable to find gold and/or silver mineralization that may be economically
extracted, we will have to cease operations.
We
have
no known ore reserves. Even if we find gold and/or silver
mineralization
we
cannot
guarantee that any gold and/or silver mineralization
will
be
of sufficient quantity so as to warrant recovery. Additionally, even if we
find
gold and/or silver mineralization
in
sufficient quantity to warrant recovery, we cannot guarantee that the ore will
be recoverable. Finally, even if any gold and/or silver
mineralization
is
recoverable, we cannot guarantee that this can be done at a profit. Failure
to
locate gold deposits in economically recoverable quantities will cause us to
cease operations.
Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our property does not contain any reserves, and
any
funds spent on exploration will be lost.
Because
the probability of an individual prospect ever having reserves is extremely
remote, in all probability our sole property, the Waibau Claim, does not contain
any reserves, and any funds spent on exploration will be lost. If we cannot
raise further funds as a result, we may have to suspend or cease operations
entirely which would result in the loss of your investment.
Because
our officers and directors do not have technical training or experience in
starting, and operating an exploration company nor in managing a public company,
we will have to hire qualified personnel to fulfill these functions. If we
lack
funds to retain such personnel, or cannot locate qualified personnel, we may
have to suspend or cease exploration activity or cease operations which will
result in the loss of your investment.
None
of
our management team has experience exploring for minerals, starting and
operating a mineral exploration company, nor do they have training in these
areas. As a result their decisions and choices may not take into account
standard managerial approaches mineral exploration companies commonly use.
Consequently our ultimate financial success could suffer irreparable harm due
to
certain of management's lack of experience. Additionally, our officers and
directors have no direct training or experience in managing and fulfilling
the
regulatory reporting obligations of a ‘public company’ like Laural. We will have
to hire professionals to undertake these filing requirements for Laural and
this
will increase the overall cost of operations. As a result we may have to suspend
or cease exploration activity, or cease operations altogether, which will result
in the loss of your investment.
If
we don't raise enough capital for exploration, we will have to delay exploration
or go out of business, which will result in the loss of your investment.
We
estimate that, with funding committed by our management combined with our cash
on hand, we have sufficient cash to continue operations for twelve months
provided we only carry out Phase I of our planned exploration activity. We
are
in the pre-exploration stage. We need to raise additional capital to undertake
even Phase II of our planned exploration activity. You may be investing in
a
company that will not have the funds necessary to conduct any meaningful
exploration activity due to our inability to raise additional capital. If that
occurs we will have to delay exploration or cease our exploration activity
and
go out of business which will result in the loss of your investment.
Since
we are small and do not have much capital, we must limit our exploration and
as
a result may not find an ore body
.
Without
an ore body, we cannot generate revenues and you will lose your investment.
The
possibility of development of and production from our exploration property
depends upon the results of exploration programs and/or feasibility studies
and
the recommendations of duly qualified professional engineers and geologists.
We
are small company and do not have much capital. We must limit our exploration
activity unless and until we raise additional capital. Any decision to expand
our operations on our exploration property will involve the consideration and
evaluation of several significant factors beyond our control. These factors
include, but are not limited to:
|
●
|
Market
prices for the minerals to be produced;
|
|
●
|
Costs
of bringing the property into production including exploration preparation
of production feasibility studies and construction of production
facilities;
|
|
●
|
Political
climate and/or governmental regulations and controls;
|
|
●
|
Ongoing
costs of production;
|
|
●
|
Availability
and cost of financing; and
|
|
●
|
Environmental
compliance regulations and
restraints.
|
These
types of programs require substantial capital. Because we may have to limit
our
exploration, we may not find an ore body, even though our property may contain
mineralized material. Without an ore body, we cannot generate revenues and
you
will lose your investment.
Because
our officers and directors have other outside business activities and may not
be
in a position to devote a majority of their time to our exploration activity,
our exploration activity may be sporadic which may result in periodic
interruptions or suspensions of exploration
.
Our
President will be devoting only 15% of his time, approximately 24 hours per
month, to our business. Our Chief Financial Officer and Secretary-Treasurer
will
be devoting only approximately 10% of his time, or 16 hours per month to our
operations. As a consequence of the limited devotion of time to the affairs
of
the Company expected from management, our business may suffer. For example,
because our officers and directors have other outside business activities and
may not be in a position to devote a majority of their time to our exploration
activity, our exploration activity may be sporadic or may be periodically
interrupted or suspended. Such suspensions or interruptions may cause us to
cease operations altogether and go out of business.
We
may not have access to all of the supplies and materials we need to begin
exploration which could cause us to delay or suspend exploration activity.
We
have
made no attempt to locate or negotiate with any suppliers of products, equipment
or materials. We will attempt to locate products, equipment and materials as
and
when we begin to undertake exploration activity, expected later this year.
Competition and unforeseen limited sources of supplies in the industry could
result in occasional spot shortages of equipment and/or supplies we need to
conduct our planned exploration work. If we cannot find the products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.
No
matter how much money is spent on the Waibau Claim, the risk is that we might
never identify a commercially viable ore reserve.
Over
the
coming years, we might expend considerable capital on exploration of the Waibau
Claim without finding anything of value. It is very likely the Waibau Claim
does
not contain any reserves so any funds spent on exploration will probably be
lost. No matter how much money is spent on the Waibau Claim, we might never
be
able to find a commercially viable ore reserve.
Even
if our property were found to contain a deposit, since we have not put a mineral
deposit into production before, we will have to acquire outside expertise.
If we
are unable to acquire such expertise we may be unable to put our property into
production and you may lose your investment.
We
have
no experience in placing mineral deposit properties into production, and our
ability to do so will be dependent upon using the services of appropriately
experienced personnel or entering into agreements with other major resource
companies that can provide such expertise. There can be no assurance that we
will have available to us the necessary expertise when and if we place a mineral
deposit into production.
Mineral
exploration and development activities are inherently risky and we may be
exposed to environmental liabilities. If such an event were to occur it may
result in a loss of your investment.
The
business of mineral exploration and extraction involves a high degree of risk.
Few properties that are explored are ultimately developed into production.
Most
exploration projects do not result in the discovery of commercially mineable
deposits of ore. The Waibau Claim, our sole property, does not have a
known body of commercial ore. Should our mineral claim be found to have
commercial quantities of ore, we would be subject to additional risks respecting
any development and production activities. Unusual or unexpected formations,
formation pressures, fires, power outages, labour disruptions, flooding,
explosions, cave-ins, landslides and the inability to obtain suitable or
adequate machinery, equipment or labour
are
other
risks involved in extraction operations and the conduct of exploration programs.
We do not carry liability insurance with respect to our mineral exploration
operations and we may become subject to liability for damage to life and
property, environmental damage, cave-ins or hazards. There are also physical
risks to the exploration personnel working in the rugged terrain of our claim.
Previous mining exploration activities may have caused environmental damage
to
the Waibau Claim. It may be difficult or impossible to assess the extent to
which such damage was caused by us or by the activities of previous operators,
in which case, any indemnities and exemptions from liability may be ineffective.
Even
with positive results during exploration, the Waibau Claim might never be put
into commercial production due to inadequate tonnage, low metal prices or high
extraction costs.
We
might
be successful, during future exploration programs, in identifying a source
of
minerals of good grade but not in the quantity, the tonnage, required to make
commercial production feasible. If the cost of extracting any minerals that
might be found on the Waibau Claim is in excess of the selling price of such
minerals, we would not be able to develop the claim. Accordingly even if ore
reserves were found on the Waibau Claim, without sufficient tonnage we would
still not be able to economically extract the minerals from the claim in which
case we would have to abandon the Waibau Claim and seek another mineral property
to develop, or cease operations altogether.
Risks
Associated with this Offering:
Our
officers and directors own a substantial amount of our common stock and will
have substantial influence over our operations.
Our
directors and officers currently own 1,750,000 shares of common stock
representing 68.6% of our outstanding shares. Such directors and officers have
registered for resale 175,000 of their shares. Assuming that such directors
and
officers sell their 175,000 shares, they will still own 1,575,000 shares of
common stock representing 61.8% of our outstanding shares. As a result, they
will have substantial influence over our operations and can effect certain
corporate transaction without further shareholder approval. This concentration
of ownership may also have the effect of delaying or preventing a change in
control.
Without
a public market there is no liquidity for our shares and our shareholders may
never be able to sell their shares which would result in a total loss of their
investment.
Our
common shares are not listed on any exchange or quotation system. There is
no
market for our shares. Consequently, our shareholders will not be able to sell
their shares in an organized market place unless they sell their shares
privately. If this happens, our shareholders might not receive a price per
share
which they might have received had there been a public market for our shares.
Once this registration statement becomes effective, it is our intention to
apply
for a quotation on the OTCBB whereby:
|
●
|
We
will have to be sponsored by a participating market maker who will
file
a
Form 211 on our behalf since we will not have direct access to the
NASD
personnel;
and
|
|
●
|
We
will not be quoted on the OTCBB unless we are current in our periodic
reports
filed with the SEC.
|
From
the
date of this prospectus, we estimate that it will take us between twelve to
eighteen weeks to be approved for a quotation on the OTCBB. However, we cannot
be sure we will be able to obtain a participating market maker or be approved
for a quotation on the OTCBB, in which case, there will be no liquidity for
the
shares of our shareholders.
Even
if a market
develops
for our shares our shares may be thinly traded, with wide share price
fluctuations, low share prices and minimal liquidity.
If
a
market for our shares develops, the share price may be volatile with wide
fluctuations in response to several factors, including:
|
●
|
Potential
investors’ anticipated feeling regarding our results of
operations;
|
|
●
|
Increased
competition and/or variations in mineral prices;
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|
●
|
Our
ability or inability to generate future revenues; and
|
|
●
|
Market
perception of the future of the mineral exploration
industry.
|
In
addition, if our shares are quoted on the OTCBB, our share price may be impacted
by factors that are unrelated or disproportionate to our operating performance.
Our share price might be affected by general economic, political and market
conditions, such as recessions, interest rates or international currency
fluctuations. In addition, even if our stock is approved for quotation by a
market maker through the OTCBB, stocks traded over this quotation system are
usually thinly traded, highly volatile and not followed by analysts. These
factors, which are not under our control, may have a material effect on our
share price.
We
anticipate the need to sell additional treasury shares in the future meaning
that there will be a dilution to our existing shareholders resulting in their
percentage ownership in the Company being reduced
accordingly.
We
may
seek additional funds through the sale of our common stock. This will result
in
a dilution effect to our shareholders whereby their percentage ownership
interest in the Company is reduced. The magnitude of this dilution effect will
be determined by the number of shares we will have to issue in the future to
obtain the funds required.
Since
our securities are subject to penny stock rules, you may have difficulty
reselling your shares
.
Our
shares are "penny stocks" and are covered by Section 15(g) of the Securities
Exchange Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of
a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer
must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of
his
stock.
Glossary
of Geological and Technical Terms
The
following represents various geological and technical terms used in this
prospectus which the reader may not be familiar with.
|
Word
|
Definition
|
|
Caldera
|
A
large circular volcanic depression, often originating due to
collapse.
|
|
Deposit
|
Mineral
deposit or ore deposit is used to designate a natural occurrence
of a
useful mineral, or an ore, in sufficient extent and degree of
concentration to invite exploration.
|
|
Diorite
|
Igneous
plutonic rock composed of sodic plagioclase feldspar and hornblende,
biotite, or pyroxene.
|
|
Epithermal
|
Fluids,
coming off a hot intrusive body of molten rocks, which
solidify.
|
|
Gabbro
|
Highly
mafic igneous plutonic rock, typically dark in color; rough plutonic
equivalent of basalt.
|
|
Intrusives
|
A
rock mass formed below earth's surface from molten magma which was
intruded into a pre-existing rock mass and cooled to a
solid.
|
|
Mineralization
|
Potential
economic concentration of commercial metals occurring in
nature.
|
|
Ore
|
The
natural occurring mineral from which a mineral or minerals of economic
value can be extracted profitable or to satisfy social or political
objectives.
|
|
Reserve
|
(1)
That
part of a mineral deposit which could be economically and legally
extracted or produced at the time the reserve is determined.
(2)
Proven:
Reserves for which (a) quantity is computed from dimensions revealed
in
outcrops, trenches, workings or drill holes; grade and/or quality
are
computed from the results of detailed sampling and (b) the site for
inspection, sampling and measurement are spaced so closely and the
geologic character is so well defined that size, shape, depth and
mineral
content of reserves are well-established.
(3)
Probable:
Reserves for which quantity and grade and/or quality are computed
from
information similar to that used for proven (measure) reserves, but
the
sites for inspection, sampling, and measurement are farther apart
or are
otherwise less adequately spaced. The degree of assurance, although
lower
than for proven (measured) reserves, is high enough to assume continuity
between points of observation.
|
|
Shear
Zone
|
Area
where rocks have moved in earthquake related type activity and broken
up
the rock.
|
|
Vien
|
A
fissure, fault or crack in rock filled by minerals that have traveled
upward from some deep source.
|
|
Volcanic
rocks
|
Igneous
rocks formed from magma that has flowed out of, or has been violently
ejected from, a volcano.
|
|
Zone
|
A
belt, band, or strip of earth materials, however disposed; characterized
as distinct from surrounding parts by some particular secondary
enrichment.
|
Foreign
Currency and Exchange Rates
Our
mineral property is located in the Republic of Fiji, and costs expressed in
the
geological report on the Claim are expressed in Fijian Dollars. For purposes
of
consistency and to express United States Dollars throughout this registration
statement, Fijian Dollars have been converted into United States currency at
the
rate of US $1.00 being approximately equal to Fiji $1.546 or Fiji $1.00 being
approximately equal US $0.46 which is the approximate average exchange rate
during recent months and which is consistent with the incorporated financial
statements.
USE
OF PROCEEDS
This
prospectus relates to shares of our common stock that may be offered and sold
from time to time by the selling security holders. We will not receive any
proceeds from the sale of shares of common stock in this offering. Laural will
pay all expenses of this offering. The estimated cost of $ 28,326 is summarized
below:
|
Description
of Expenses
|
Paid
to
date
|
Future
payments
|
Total
amount
|
|
Accountant
- preparation of financial
statements
as required
(1)
|
$
-
|
$
2,120
|
$
2,120
|
|
Auditors’
examination of financial
statements
(2)
|
2,500
|
1,000
|
3,500
|
|
Consulting
and legal fees & preparation of Registration Statement
|
10,500
|
12,000
|
22,500
|
|
Photocopying
and delivery expenses
|
-
|
200
|
200
|
|
SEC
filing fees
|
-
|
6
|
6
|
|
Estimated
offering costs
|
$
13,000
|
$
15,326
|
$
28,326
|
| (1) |
The
accountant has prepared the working papers for the May 31, 2007 financial
statements.
|
|
(2)
|
The
auditors have given an opinion of the May 31, 2007 financial statements
included herein.
|
PLAN
OF DISTRIBUTION
The
selling security holders, which as used herein includes donees, pledgees,
transferees or other successors-in-interest selling shares of common stock
or
interests in shares of common stock received after the date of this prospectus
from a selling security holder as a gift, pledge, partnership distribution
or
other transfer, may, from time to time, sell, transfer or otherwise dispose
of
any or all of their shares of common stock or interests in shares of common
stock on any stock exchange, market or trading facility on which the shares
are
traded or in private transactions. As of the date of this prospectus, our shares
of common stock are not listed on any exchange or quoted on any inter-dealer
quotation system. We intend to seek quotation of our common stock on the OTCBB.
No assurance can be given that we will be successful of in having our common
stock quoted on the OTCBB. Dispositions by the selling security holders may
be
at fixed prices, at prevailing market prices at the time of sale, at prices
related to the prevailing market price, at varying prices determined at the
time
of sale, or at negotiated prices.
Our
common stock may be sold by the selling security holders by one or more of
the
following methods, without limitation:
|
●
|
on
the over-the-counter market;
|
|
●
|
to
purchasers directly;
|
|
●
|
in
ordinary brokerage transactions in which the broker solicits purchasers;
or
commissions from a seller/or the purchaser of the shares for whom
they
may
act as agent;
|
|
●
|
through
underwriters, dealers and agents who may receive compensation
in
the form of underwriting discounts, concessions and commissions
from
a
seller/or the purchaser of the shares for whom they may act as
agent;
|
|
●
|
through
the pledge of shares as security for any loan or obligation,
including
pledges to brokers or dealers who may from time to time
effect
distribution
of the shares or other interest in the shares;
|
|
●
|
through
purchases by a broker or dealer as principal and resale by other
brokers
or dealers for its own account pursuant to this
prospectus;
|
|
●
|
through
block trades in which the broker or dealer so engaged will
attempt
to sell the shares as agent or as riskless principal but may
position
and
resell a portion of the block as principal to facilitate the
transaction;
|
|
●
|
in
any combination of one or more of these methods;
|
|
●
|
in
a private transaction; or
|
|
●
|
in
any other lawful manner.
|
Brokers
or dealers may receive commissions or discounts from the selling security
holders, if any of the broker-dealer acts as an agent for the purchaser of
said
shares, from the purchaser in the amount to be negotiated which are not expected
to exceed those customary in the types of transactions involved. Broker-dealers
may agree with the selling security holders to sell a specified number of the
shares of common stock at a stipulated price per share. In connection with
such
re-sales, the broker-dealer may pay to or receive from the purchasers of the
shares, commissions as described above. Any broker or dealer participating
in
any distribution of the shares may be required to deliver a copy of this
prospectus, including any prospectus supplement, to any individual who purchases
any shares from or through such broker-dealer.
We
have
advised the selling security holders that while they are engaged in a
distribution of the shares included in this prospectus they are required to
comply with Regulation M promulgated under the Securities Exchange Act of 1934,
as amended. With certain exceptions, Regulation M precludes the selling security
holders, any affiliated purchasers, and any broker-dealer or other person who
participates in such distribution from bidding for or purchasing, or attempting
to induce any person to bid for or purchase any security which is the subject
of
the distribution until the entire distribution is complete. Regulation M also
prohibits any bids or purchases made in order to stabilize the price of a
security in connection with the distribution of that security. All of the
foregoing may affect the marketability of the shares offered in this prospectus.
Selling
security holders may also elect to sell their common shares in accordance with
Rule 144 under the Securities Act of 1933, rather than pursuant to this
prospectus if permitted. After the sale of the shares offered by this prospectus
our two senior officer and directors, Mandi Luis and Robert MacKay, will hold
directly an aggregate total of 1,575,000 shares. The sale of these shares could
have an adverse impact on the price of our shares or on any trading market
that
may develop.
We
have
not registered or qualified offers and sales of shares of common stock under
the
laws of any country, other than the United States. To comply with certain
states’ securities laws, if applicable, the selling security holders will offer
and sell their shares of common stock in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
selling security holders may not offer or sell shares of common stock unless
we
have registered or qualified such shares for sale in such states or we have
complied with an available exemption from registration or
qualification.
All
expenses of this registration statement, estimated to be $28,326. (See “Use of
Proceeds” page 11), including but not limited to legal, accounting, printing and
mailing fees will, be paid by Laural. However, any selling costs or brokerage
commissions incurred by each selling security holder relating to the sale of
his/her shares will be paid by them.
SELLING
SECURITY HOLDERS
None
of
our directors or officers will be engaged in any selling efforts on behalf
of
the selling security holders. None of the selling security holders is a
registered broker-dealer or an affiliate of a broker-dealer.
The
selling security holders have furnished all information with respect to share
ownership. The shares being offered are being registered to permit public
secondary trading of the shares and each selling security holder may offer
all
or part of the shares owned for resale from time to time. A selling security
holder is under no obligation, however, to sell any shares immediately pursuant
to this prospectus, nor are the selling security holders obligated to sell
all
or any portion of the shares at any time. Therefore, no assurance can be given
by Laural as to the number of shares of common stock that will be sold pursuant
to this prospectus or the number of shares that will be owned by the selling
security holders upon termination of the offering.
None
of
the selling security holders named in this prospectus are residents of the
United States. All are residents of the provinces of Ontario or Quebec, Canada.
They are offering for sale a total of 975,000 shares of common stock of the
Company.
The
following table provides, as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling security holders, including:
|
●
|
The
number of shares owned by each prior to this offering
|
|
●
|
The
total number of shares that are to be offered for each;
|
|
●
|
The
total number of shares that will be owned by each upon completion
of
the offering; and
|
|
●
|
The
percentage owned by each upon completion of the offering assuming
such
selling shareholder sells all of their common stock offered in this
registration statement.
|
To
the
best of our knowledge, the named parties in the table beneficially own and
have
sole voting and investment power over all shares or rights to their shares.
We
have based the percentage owned by each on our 2,550,000 shares of common stock
outstanding as of the date of this prospectus. Of the 975,000 shares offered
for
sale (being 38.2% of our issued shares) 175,000 (representing 6.9% of our issued
shares) are offered by the Company’s two officers.
|
Name
of Shareholder
|
Common
Stock
Beneficially
Owned
Prior
to Offering
|
Number
of
Common
stock
Offered
Hereby
|
Common
Stock Beneficially Owned
Following
the Offering (1)
|
|
No.
of
Shares
%
|
No.
of
Shares
%
|
No.
of
Shares
%
|
|
Nicholas
Strudwick
|
10,000
|
0.39%
|
10,000
|
Nil
|
Nil
|
|
Amanda
Strudwick
|
10,000
|
0.39%
|
10,000
|
Nil
|
Nil
|
|
Robert
Strudwick
|
30,000
|
1.18%
|
30,000
|
Nil
|
Nil
|
|
Dana
Strudwick
|
15,000
|
0.59%
|
15,000
|
Nil
|
Nil
|
|
Trevor
Gilliss
|
20,000
|
0.78%
|
20,000
|
Nil
|
Nil
|
|
Dawn
Chambers
|
20,000
|
0.78%
|
20,000
|
Nil
|
Nil
|
|
Ronny
Yaron
|
20,000
|
0.78%
|
20,000
|
Nil
|
Nil
|
|
Maria
J. Mandjik
|
40,000
|
1.57%
|
40,000
|
Nil
|
Nil
|
|
Sheilagh
Mercer
|
30,000
|
1.18%
|
30,000
|
Nil
|
Nil
|
|
Ester
Radai
|
15,000
|
0.59%
|
15,000
|
Nil
|
Nil
|
|
Bharat
Aggarwal
|
30,000
|
1.18%
|
30,000
|
Nil
|
Nil
|
|
Sue
Buric
|
20,000
|
0.78%
|
20,000
|
Nil
|
Nil
|
|
Sheryll
Westcarr
|
10,000
|
0.39%
|
10,000
|
Nil
|
Nil
|
|
Mandi
Luis
|
1,000,000
|
39.22%
|
100,000
|
900,000
|
35.3%
|
|
Robert
MacKay
|
750,000
|
29.42%
|
75,000
|
675,000
|
26.5%
|
|
2,550,000
|
100.0%
|
975,000
|
1,575,999
|
61.8%
|
(1)
These
figures assume all shares offered by selling security holders are in fact
sold.
(2)
Mandi
Luis is our President, Principal Executive Officer and a director.
(3)
Robert
MacKay is our Secretary Treasurer, Principal Financial Officer and a director.
Except
for Mandi Luis and Robert MacKay, whose relationship with Laural is detailed
in
the footnotes immediately above, to our knowledge, none of the selling security
holders has had a material relationship with Laural other than as a
shareholder.
BUSINESS
DESCRIPTION
Corporate
Organization and History Within Last Five years
The
Company was incorporated under the laws of the State of Nevada on February
13,
2007 under the name Laural Resources, Inc. T
he
Company does not have any subsidiaries, affiliated companies or joint venture
partners.
We
have
not been involved in any bankruptcy, receivership or similar proceedings since
inception nor have we been party to a reclassification, merger, consolidation,
or purchase or sale of a significant amount of assets not in the ordinary course
of business other than the Waibau Gold Claim. We have a specific business plan
to complete Phase I of our exploration program by no later than December 31,
2007. We do not foresee any circumstances that would cause us to alter our
current business plan within the next twelve months.
Business
Development Since Inception
We
have
relied upon advances from our directors to assist in financing the Company’s
operations since inception. As of the July 15, 2007 our directors had advanced
an aggregate total of $19,019 to the Company.
With
funds advanced by one of our directors we identified and acquired a mineral
property that we consider holds the potential to contain gold mineralization.
On
March 1, 2007 we purchased, for $5,000, the Waibau Gold Claim (hereinafter
the
“Waibau Claim”) from Siti Ventures Inc., an independent prospecting company
based in Fiji. The Waibau Claim is situated approximately 9 miles south of
the
town of Lautoka, on the island of Viti Levu, the largest and most populous
island in the Republic of Fiji.
In
March
2007 we engaged Robert Symonds, P. Geol., to conduct a review and analysis
of
the Waibau Claim and the previous exploration work undertaken on the property
and to recommend a mineral exploration program for the Waibau Claim. Mr.
Symond’s report titled “Summary of Exploration of the Waibau Property, Lautoka,
Fiji” dated March 12, 2007 (the “Symonds Report”) recommends a two-phase
exploration program for the Waibau Claim.
We
raised
$1,750 in initial seed capital on April 10, 2007 in order to provide some
working capital for the Company and on May 31, 2007 Laural closed a private
placement pursuant to Regulation S of the Securities Act of 1933, whereby
800,000 common shares were sold at the price of $0.05 per share to raise
$40,000.
We
intend
to undertake exploration work on the Waibau Claim. We are presently in the
pre-exploration stage and there is no assurance that mineralized material with
any commercial value exits on our property. We do not have any ore body and
have
not generated any revenues from our operations. Our planned exploration work
is
exploratory in nature. We are the registered and beneficial owner of a 100%
interest in the Waibau Claim located in the Republic of Fiji.
The
Waibau Claim cover an area of approximately 81 hectares (approximately 200
acres).
Our
Business
We
intend
to undertake exploration work on the Waibau Claim, located near the town of
Lautoka, in the Republic of Fiji.
We
are
presently in the pre-exploration stage and there is no assurance that
mineralized material with any commercial value exits on our
property.
We
do not
have any ore body and have not generated any revenues from our
operations.
DESCRIPTION
OF THE
PROPERTY
Particulars
of the Waibau Claim, our sole mineral property follow.
Location
and Access
The
Waibau Claim is located approximately 18 kilometers (9 miles) south of Lautoka,
Fiji. The area covered by the Claim is an active mineral exploration and
development region with plenty of heavy equipment and operators available for
hire. Lautoka provides all necessary amenities and supplies including, fuel,
helicopter services, hardware, drilling companies and assay services. Access
to
our Claim is via major highway south from Lautoka followed by good secondary
gravel roads. No water is required for the purposes of our planned exploration
work. No electrical power is required at this stage of exploration. Any
electrical power that might be required in the foreseeable future could be
supplied by gas powered portable generators.
The
claim’s terrain is rugged with elevations ranging from of 1,950 feet to over
4,300 feet.
Tropical
mountain forests grow at lower elevations in the northeast corner of the claim
and good rock exposure is found along the peaks and ridges in the western
portion of the claim. The climate is mild year round with the rainy season
falling from May to October.
Property
Geology
A
belt of
volcanic rocks, of the Ba Volcanic Group, underlies the property. These volcanic
rocks are exposed along a wide axial zone of a broad complex. The presence
of
these rocks is relevant to us as gold, at the nearby (approximately 19 miles
to
the west of our claim) Waiso Gold Mine, currently a producer of gold in
commercial quantities, is generally concentrated within extrusive volcanic
rocks
(of the Ba Volcanic Group) in the walls of large volcanic caldera.
The
main
igneous intrusions consist of Colo Plutonoic Suite consisting of tholetic
gabbros, tonalities and tondjhemites.
Age
data
indicate that the intrusive rocks are intermediate in age between Ba Volcanic
Group rocks west of the area and the younger Tertiary Wainimala Group rocks
exposed to the east.
Theoletic
Gabbros, for example, are generally are a greenish or dark coloured fine to
coarse grained rock. Irregular shaped masses of so called "soda granite" are
seen in both sharp and gradational contact with the diorite. The different
phases of Colo Plutonic Suite are exposed from south of the Waibau Gold Claim
to
just north of the town of Lautoka and are principal host rocks for gold veins
at
the previously mentioned Waisoi Gold Mine.
On
a
regional basis the area of Fiji in which the Waibau Claim is located is notable
for epi-thermal type gold deposits such as that exploited at the previously
mentioned Waisoi Gold Mine. While no mineralization has been reported for the
area covered by the Waibau Claim, structures and shear zones affiliated with
mineralization on adjacent properties pass through the claim.
Previous
Exploration
To
our
knowledge based on examination by our geologist of available records, no
detailed exploration has previously been undertaken on the area covered by
the
Waibau Claim. Numerous showings of mineralization have been discovered in the
area however and six prospects have achieved significant production. The same
rock units of the Ba Volcanic Group that are found at those mineral occurrences
underlie our claim. The Symonds’ Report has concluded that further exploration
of the Waibau Claim is warranted. No assurance, however, can be given that
any
mineralization will found on our Claim.
Proposed
Exploration Work - Plan of Operation
The
Symonds’ Report recommends a phased exploration program to properly evaluate the
potential of the Waibau Claim
.
Mr.
Symonds is a registered member in good standing of the Geological Society of
Fiji. He is a graduate of Nagoya University, Nagoya, Japan with both a Bachelor
of Science degree, Geology (1976) and a Master of Science (1978). Mr. Symonds
has practiced his profession as a geologist since 1979. He visited our claim
in
February 2007 and has worked on other mineral exploration projects in the
immediate vicinity of our claim.
We
must
conduct exploration to determine what minerals exist on our property and whether
they can be economically extracted and profitably processed. We plan to proceed
with exploration of the Waibau Claim by completing Phase I of the work
recommended in the Symonds Report, in order to begin determining the potential
for discovering commercially exploitable deposits of gold on our claim.
We
have
not discovered any ores or reserves on the Waibau Claim, our sole mineral
property. Our planned Phase I work is exploratory in nature.
The
Symonds Report recommends a two-phase exploration program to properly evaluate
the potential of the claim. Phase I work will consist of geological mapping
and
surveying. This will involve, among other things, establishing a grid and the
creation of maps showing all features of the terrain of our claim. We will
create an actual grid on the ground whereby items can be related one to another
more easily and with greater accuracy. When we map, we will actually draw a
scale map of the area and make notes on it as to the location where anything
(e.g. potential mineralization) was found that was of interest. In the process
we will also identify any showings which appear to warrant sampling, i.e. any
rock formations that appear to warrant our taking soil and rock samples from
the
claims to a laboratory where a determination of the elemental make-up of the
sample and the exact concentrations of gold and other indicator minerals can
be
made. We anticipate, based on the estimate contained in the Symonds Report,
that
Phase I work will cost $11,050 (Fiji $17,700). The Waibau Claim is located
in a
tropical climatic area so the claim can be worked year round. We anticipate
completing Phase I before the end of 2007.
Should
Phase I results warrant further work, and provided we are able to raise
additional funds to undertake additional work on the Waibau Claim, we would
undertake the Phase II work recommended in the Symonds’ Report. The Phase II
geochemical and surface sampling work would be designed to compare the relative
concentrations of gold and other indicator minerals in samples so the results
from different samples can be compared in a more precise manner and plotted
on a
map to evaluate their significance.
If
an
apparent mineralized zone(s) is identified and narrowed down to a specific
area
by the Phase I & II work, we would then consider (again subject to our
ability to raise additional funds to do so) the feasibility of diamond drilling
selected targets to test the apparent mineralized zones. The cost of such a
program, assuming it is warranted, cannot be estimated at this time.
The
recommended Phase II work is estimated to cost a further $13,560 (Fiji $21,700).
At this point we have funds available to complete Phase I only. We will have
to
raise additional capital in order to carry out Phase II, work or any other
work
beyond Phase I.
Particularly since we have a limited operating history, no reserves and no
revenue, our ability to raise additional funds might be limited. If we are
unable to raise the necessary funds, we would be required to suspend Laural’s
operations and liquidate our company. See, particularly, ‘Risk Factors beginning
on page 5.
There
are
no permanent facilities, plants, buildings or equipment on the Waibau
Claim.
Competitive
Factors
The
mining industry is highly fragmented. We are competing with many other
exploration companies looking for gold. We are among the smallest exploration
companies in existence and are an infinitely small participant in the mining
business which is the cornerstone of the founding and early stage development
of
the mining industry. While we generally compete with other exploration
companies, there is no competition for the exploration or removal of minerals
from our claims. Readily available markets exist for the sale of gold.
Therefore, we will likely be able to sell any gold that we are able to recover,
in the event commercial quantities are discovered on the Waibau Claims. There
is
no ore body on the Waibau Claims.
Government
Regulation
Exploration
activities are subject to various national, state, foreign and local laws and
regulations in Fiji, which govern prospecting, development, mining, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
of the environment, mine safety, hazardous substances and other matters. We
believe that we are in compliance in all material respects with applicable
mining, health, safety and environmental statutes and the regulations passed
thereunder in Fiji.
Environmental
Regulation
Our
exploration activities are subject to various federal, state and local laws
and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy
is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.
Employees
Initially,
we intend to use the services of subcontractors for manual labor exploration
work on our claim. At present, we have no employees as such although each of
our
officers and directors devotes a portion of his time to the affairs of the
Company. None of our officers and directors has an employment agreement with
us.
We presently do not have pension, health, annuity, insurance, profit sharing
or
similar benefit plans; however, we may adopt such plans in the future. There
are
presently no personal benefits available to any employee.
As
indicated above we will hire subcontractors on an as needed basis. We have
not
entered into negotiations or contracts with any of potential subcontractors.
We
do not intend to initiate negotiations or hire anyone until we are nearing
the
time of commencement of our planned exploration activities.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
This
section of our 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, pre-exploration stage company. We have a limited operating history
and
have not yet generated or realized any revenues from our activities. We have
yet
to undertake any exploration activity on our sole property, the Waibau Claim.
As
our property is in the early stage of exploration and there is no reasonable
likelihood that revenue can be derived from the property in the foreseeable
future.
We
have
not generated any revenues and no revenues are anticipated until we begin
removing and selling minerals, if ever. Accordingly, we must raise cash from
sources other than the sale of minerals found on the Waibau Claim. That cash
must be raised from other sources. Our only other source for cash at this time
is investment by others in the Company. We must raise cash to implement our
planned exploration program and stay in business.
Since
our
business activity is related solely to the exploration and evaluation of the
Waibau Claim, it is the opinion of management that the most meaningful financial
information relates primarily to current liquidity and solvency. As at May
31,
2007, we had working capital of $24,226. As can be determined from the following
table the Company will require cash injections of approximately $14,000 to
enable the Company to meet its anticipated expenses over the next twelve months.
The directors and officers have committed to advance up to a further $20,000
cash in order that we are adequately funded for the forthcoming twelve months.
Our
future financial success will be dependent on the success of the exploration
work on the Waibau Claim. Such exploration may take years to complete and future
cash flows, if any, are impossible to predict at this time. The realization
value from any mineralization which may be discovered by us is largely dependent
on factors beyond our control such as the market value of metals produced,
mining regulations in the Republic of Fiji and foreign exchange
rates.
Our
capital commitments for the next twelve months consist of expenses associated
with the completion of Phase I of our exploration program, estimated at $11,050.
Including Phase I work, we will have to incur the following estimated expenses
over the next twelve months:
|
Expenses
|
Amount
|
Description
|
|
Accounting
|
$
3,500
|
Fees
to
the internal accountant for preparing the quarter and annual working
papers for the financial statements to be reviewed and examined by
the
independent accountants.
|
|
Audit
|
4,000
|
Review
of the quarterly financial statements and examination of the annual
financial statements and rendering an opinion thereon.
|
|
Bank
charges
|
150
|
Estimated
bank
charges
|
|
Consulting
and legal fees
|
12,000
|
Estimate
cost
to complete this registration statement.
|
|
Exploration
|
11,050
|
Completion
of
Phase I
|
|
Filing
fees
|
200
|
Annual
fee to the Secretary of State for Nevada
|
|
Management
fees
|
12,000
|
Agreed
amount of $1,000 per month
|
|
Office
|
500
|
Photocopying,
delivery and fax expenses
|
|
Rent
|
3,600
|
Agreed
upon rent at $300 per month.
|
|
Transfer
agent’s fees
|
1,000
|
Preparation
of
share certificates and other documents periodically required by the
Company
|
|
Estimated
expenses
|
$48,000
|
|
|
Accounts
Payable - third
Parties
- May 31, 2007
|
3,864
|
Represents
the
amounts owed to third party creditors as at May 31,
2007
|
|
Total
estimated cash needed
|
51,864
|
|
|
Less:
cash on hand - May 31, 2007
|
(40,609)
|
Cash
on
hand as at May 31, 2007 applied to estimated expenses.
|
|
Additional
cash required
|
$
11,255
|
As
indicated above, we intend to offset the cash shortfall of $11,255 by future
advances of cash of approximately $20,000 to the Company committed to by our
directors and officers.
We
have
no plant or significant equipment to sell, nor are we going to buy any plant
or
significant equipment during the next twelve months. We will not buy any
equipment until we have located a body of ore and we have determined it is
economical to extract the ore from the land.
We
may
attempt to interest other companies to undertake exploration work on the Waibau
Claim through joint venture arrangement or even the sale of part of the Waibau
Claim. Neither of these avenues has been pursued as of the date of this
prospectus.
Our
engineer has recommended a two-phase exploration program for the Waibau Claim.
However, even if Phase I results suggest Phase II work is warranted, we do
not
presently have the requisite funds and so will be unable to complete anything
beyond Phase I of the recommended exploration program until we raise more money
or find a joint venture partner to complete the exploration work. If we cannot
find a joint venture partner and do not raise more money, we will be unable
to
complete any work beyond Phase I of the exploration program recommended by
our
engineer. If we are unable to finance additional exploration activities, we
do
not know what we will do and we do not have any plans to do anything
else.
We
do not
intend to hire any employees at this time. All of the work on the Waibau Claim
will be conducted by unaffiliated independent contractors that we will hire.
The
independent contractors will be responsible for surveying, exploration, and
excavation. We may engage a geologist to assist in evaluating the information
derived from the exploration and excavation including advising us on the
economic feasibility of removing any mineralized material we may
discover.
Limited
Operating History; Need for Additional Capital
There
is
no historical financial information about us upon which to base an evaluation
of
our performance as an exploration corporation. We are a pre-exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation on February
13,
2007. We cannot guarantee we will be successful in our exploration activities.
Our business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources, possible delays in the
exploration of our properties, and possible cost overruns due to price and
cost
increases in services.
Should
we
be successful in our initial exploration activities, in order to become
profitable and competitive, we anticipate the need to invest considerable time
and capital in the exploration of our property before we could start production
of any minerals we may find. We must obtain additional equity or debt financing
to provide the capital required to fully implement our phased exploration
program
.
We
have
no assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we may be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing shareholders.
Overview
Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred a net loss, for
the period from the inception of our business on February 13, 2007 to May 31,
2007, of $17,524. We did not earn any revenues during the aforementioned
period.
Our
financial statements included in this prospectus have been prepared without
any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge
our
liabilities in other than the normal course of operations.
We
are
presently in the pre-exploration stage and there is no assurance that a
commercially viable mineral deposit, a reserve, exits in the Waibau Claim until
further exploration work is done and a comprehensive evaluation concludes
economic and legal feasibility.
Results
of Operations - Four months ended May 31, 2007.
For
the
period from February 13, 2007 (date of inception) to May 31, 2007
For
the
period from February 13, 2007 (date of inception) to May 31, 2007, we had a
net
loss of $17,524. This represents a net loss of $0.01per share for the period
based on a weighted average number of shares outstanding of 1,757,476. Our
loss
to date represents various expenses incurred with organizing the company,
undertaking audits, paying management fees and general office expenses which
can
be broken down as follows:
|
Expense
|
Amount
|
Description
|
|
Accounting
and audit
|
$
3,825
|
Preparation
of
working papers ($1,325) for submission to our independent accountants
for
examination of the financial statements ($2,500)
|
|
Bank
charges
|
91
|
Includes
the
printing of the Company’s checks.
|
|
Consulting
fees
|
4,000
|
We
have
contracted with an independent consultant to prepare this registration
statement at a cost of $20,000 of which $4,000 has been paid as at
May 31,
2007
|
|
Exploration
and
Geological
Report
|
7,000
|
The
purchase to the Waibau Claim was for a cost of $5,000 and cost of
$2,000
for Robert Symonds to prepare a geological report on the
Claim.
|
|
Filing
fees
|
350
|
Cost
of
filing with the Secretary of State for Nevada was $225 and to obtain
a
certificate of good standing was $125.
|
|
Incorporation
costs
|
590
|
Cost
to
incorporate in the State of Nevada.
|
|
Management
fees
|
1,000
|
The
directors approved, commencing on May 1, 2007, a management fee to
Mandi
Luis, President, in the amount of $1,000 per month.
|
|
Office
and general
|
368
|
General
office expenses including photocopying, courier and faxing
documents.
|
|
Rent
|
300
|
The
directors approved $300 per month payable to Mandi Luis for the use
of her
residence as an office for the Company.
|
|
$
17,524
|
Our
Planned Exploration Program
We
must
conduct exploration to determine what amounts of minerals exist on the Waibau
Claim and if such minerals can be economically extracted and profitably
processed.
Our
planned exploration program is designed to efficiently explore and evaluate
our
property.
Our
anticipated exploration costs over the next twelve months on the Waibau Claim
are approximately $11,050. This figure represents the anticipated cost to us
of
completing the Phase I of the Symonds Report. Should the results of the Phase
I
work be sufficiently encouraging to justify our undertaking the Phase II program
we recognize that, in order to undertake Phase II (at an estimated cost of
a
further $13,560), we will have to raise additional investment capital as our
cash on hand is fully committed to other ongoing administrative expenses of
the
Company.
Balance
Sheet as at May 31, 2007
Total
cash and cash equivalents, as at May 31, 2007 was $40,609. Our working capital
as at May 31, 2007 was $24,226 when taking into consideration $12,519 owed
to
related parties.
Our
working capital was derived from the completion of an initial seed capital
offering on April 10th, 2007 which raised $1,750 and a private placement on
May
31, 2007 which raised a further $40,000. No revenue was generated during these
periods.
Total
shareholders’ equity as at May 31, 2007 was $24,266. Total shares outstanding as
at May 31, 2007 was 2,550,000.
As
of
July 15, 2007 share capital outstanding was 2,550,000 common
shares.
Trends
We
are in
the pre-explorations stage, have not generated any revenue and have no prospects
of generating any revenue in the foreseeable future. We are unaware of any
known
trends, events or uncertainties that have had, or are reasonably likely to
have,
a material impact on our business or income, either in the long term of short
term, other than as described in this section or in ‘Risk Factors’, page
5.
Critical
Accounting Policies
Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon
our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect
the
reported amounts of assets, liabilities, revenues and expenses, and related
disclosure of contingent assets and liabilities. On an ongoing basis, management
re-evaluates its estimates and judgments.
The
going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course
of
business. Certain conditions, discussed below, currently exist which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.
Our
intended exploration activities are dependent upon our ability to obtain third
party financing in the form of debt and equity and ultimately to generate future
profitable exploration activity or income from its investments. As of May 31,
2007, we have not generated revenues, and have experienced negative cash flow
from minimal exploration activities. We may look to secure additional funds
through future debt or equity financings. Such financings may not be available
or may not be available on reasonable terms
.
MANAGEMENT
Officers
and Directors
Each
of
our Directors serves until his successor is elected and qualified. Each of
our
officers is elected by the Board of Directors to a term of one (1) year and
serves until his successor is duly elected and qualified, or until he is removed
from office. The Board of Directors has no nominating or compensation
committees.
The
name,
address, age and position of our officers and directors is set forth below:
|
(1)
|
Mandi
Lui was appointed a director on February 23, 2007, President and
Principal
Executive Officer on February 24,
2007.
|
|
(2)
|
Robert
MacKay became a director on February 24, 2007 and was also appointed
Secretary Treasurer and Chief Financial Officer
on
February 24, 2007.
|
Background
of officers and directors
MANDI
LUIS has been the President and Director of the Company since February 2007.
Ms.
Luis worked for a major Canadian bank for over 27 years, staring out in mortgage
lending, soon rising to branch and then regional management positions, with
her
emphasis shifting to human resources, project management workplace
wellness/mental health during her last decade with the bank. During the past
five years Ms. Luis has operated a consulting firm providing individual and
group career consulting including such services as career development, job
search techniques and skills, interview preparation, resume building and
hosting/marketing of career development retreats and seminars.
ROBERT
MacKAY has been a director and Secretary Treasurer of the Company since February
2007. Since 1980, Mr. MacKay has been involved in community mental health
advocacy, initially in New Brunswick and more recently in Ontario. For the
past
five years, Mr. MacKay has operated his own consulting company specializing
in
the promotion, creation and implementation of ‘workplace wellness’ dealing with
the creation and maintenance of healthy (physical and mental) working
environments, for private industry and government.
None
of
our officers and directors work full time for our company. Mandi Luis spends
approximately 24 hours a month on administrative and accounting matters. With
recent preparation of this Registration Statement and because the Company
intends to seek a quotation on the OTCBB in the near future Ms. Luis’s time on
Company affairs is expected to continue at this pace for the foreseeable future.
As Secretary Treasurer, Robert MacKay spends approximately 16 hours per month
on
corporate matters.
None
of
our directors is an officer or director of a company registered under the
Securities and Exchange Act of 1934.
Board
of Directors Audit Committee
Below
is
a description of the Audit Committee of the Board of Directors. The Charter
of
the Audit Committee of the Board of Directors sets forth the responsibilities
of
the Audit Committee. The primary function of the Audit Committee is to oversee
and monitor the Company’s accounting and reporting processes and the audits of
the Company’s financial statements.
Our
audit
committee is comprised of Mandi Luis, our President and Chairman of the audit
committee, and Robert MacKay our Chief Financial Officer and Secretary Treasurer
neither of whom are independent. Neither Ms. Luis nor Mr. MacKay can be
considered an “audit committee financial expert” as defined in Item 401 of
Regulation S-B. The Company does not presently have, among its officers and
directors, a person meeting these qualifications and given the our financial
conditions, does not anticipate in seeking an audit committee financial expert
in the near future. However Ms. Luis, Chairman of the Audit Committee, has
engaged the services of an independent Chartered Accountant as a consultant
to
provide advice to the Audit Committee as and when the committee meets to review
the Company’s financial statements.
Apart
from the Audit Committee, the Company has no other Board
committees.
Since
inception on February 13, 2007, our Board has conducted its business entirely
by
consent resolutions and has not met, as such. Our Audit Committee has held
one
meeting.
Conflicts
of Interest
None
of
our officers and directors is a director or officer of any other company
involved in the mining industry. However there can be no assurance such
involvement in other companies in the mining industry will not occur in the
future. Such potential future involvement could create a conflict of
interest.
To
ensure
that potential conflicts of interest are avoided or declared, the Board of
Directors adopted, on February 24, 2007, a Code of Business Conduct and Ethics.
Laural’s Code of Business Conduct and Ethics embodies our commitment to such
ethical principles and sets forth the responsibilities of Laural and its
officers and directors to its shareholders, employees, customers, lenders and
other stakeholders. Our Code of Business Conduct and Ethics addresses general
business ethical principles and other relevant issues.
Significant
Employees
Except
payments to Ms. Luis, we have no paid employees as such. Our Officers and
Directors fulfill many functions that would otherwise require Laural to hire
employees or outside consultants. We anticipate engaging the services of workers
to assist in the exploration of the Waibau Claim. We expect to engage a field
worker(s) later this year to assist in conduct the Phase I exploration work
to
undertaken on the Waibau Claim by the end of 2007. Any field workers we engage
will not be considered employees either on a full time or part time basis.
This
is because our exploration programs will not last more than a few weeks and
once
completed these individuals will no longer be required to fulfill such
functions.
Family
Relationships
Our
President and our Chief Financial Officer and Secretary Treasurer are
unrelated.
Involvement
in Certain Legal Proceedings
To
the
knowledge of the Company, during the past five years, none of our directors
or
executive officers:
|
(1)
|
has
filed a petition under the federal bankruptcy laws or any state insolvency
law, nor had a receiver, fiscal agent or similar officer appointed
by the
court for the business or property of such person, or any partnership
in
which he was a general partner at or within two years before the
time of
such filings;
|
|
(2)
|
was
convicted in a criminal proceeding or named subject of a pending
criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
(3)
|
was
the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining him from or otherwise limiting, the following
activities:
|
(i)
acting as a futures commission merchant, introducing broker, commodity trading
advisor, commodity pool operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an investment advisor,
underwriter, broker or dealer in securities, or as an affiliate person, director
or employee of any investment company, or engaging in or continuing any conduct
or practice in connection with such activity;
(ii)
engaging in any type of business practice; or
(iii)
engaging in any activities in connection with the purchase or sale of any
security or commodity or in connection with any violation of federal or state
securities laws or federal commodities laws;
|
(4)
|
was
the subject of any order, judgment, or decree, not subsequently reversed,
suspended, or vacated, of any federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right
of such
person to engage in any activity described above under this Item,
or to be
associated with persons engaged in any such
activities;
|
|
(5)
|
was
found by a court of competent jurisdiction in a civil action or by
the SEC
to have violated any federal or state securities law, and the judgment
in
such civil action or finding by the SEC has not been subsequently
reversed, suspended, or vacated.
|
|
(6)
|
was
found by a court of competent jurisdiction in a civil action or by
the
Commodity Futures Trading Commission to have violated any federal
commodities law, and the judgment in such civil action or finding
by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
|
EXECUTIVE
COMPENSATION
COMPENSATION
DISCUSSION AND ANALYSIS
The
Company’s Board of Directors is responsible for establishing and administering
the Company’s executive and director compensation.
The
Board
of Director has approved a management fee to Mandi Luis in the amount of $1,000
per month. This monthly fee will pay Ms. Luis for time in performing
administrative functions for us including engaging consultants and developing
our business plan. This fee was determined by the Board considering the amount
of time Ms. Caron will provide to the Company and also taking into consideration
the financial condition of the Company.
Compensation
Summary
The
following table summarizes all compensation earned by or paid to our Chief
Executive Officer (Principal Executive Officer) and other executive officers,
during the past fiscal year ended May 31, 2007.
Summary
Compensation Table
|
Name
and principal position
|
Year
|
Salary
|
Option
Award
|
All
Other compensation
|
Total
|
|
Martin
Mani Luis
Chief
Executive Officer, President and Director
|
2007
|
$1,000
|
0
|
0
|
$1,000
|
|
Robert
MacKay
Chief
Financial Officer, Secretary, Treasurer and Director
|
2007
|
0
|
0
|
0
|
0
|
Compensation
of Directors and Officers
We
have
no standard arrangement to compensate directors for their services in their
capacity as directors. Directors are not paid for meetings attended. All travel
and lodging expenses associated with corporate matters are reimbursed by us,
if
and when incurred.
Our
President has received monthly, commencing May 1, 2007, the sum of $1,000 as
a
management fee.
PRINCIPAL
SHAREHOLDERS
The
following table sets forth, as at July 15, 2007, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.
|
Title
or
Class
|
Name
and Address of
Beneficial
Owner
(1)
|
Amount
of
Beneficial
Ownership
(2)
|
Percent
of
Class
|
|
Common
Stock
|
Mandi
Luis
#
15
- 1019 North Shore Blvd. E., Burlington, Ontario, Canada,
L7T
1X8
|
1,000,000
|
39.2%
|
|
Common
Stock
|
Robert
MacKay
1
Largo Lane,
Scarborough,
Ontario,
Canada,
M1J 1R2
|
750,000
|
29.4%
|
|
Common
Stock
|
Directors
and Officers as a
Group
(2 persons)
|
1,750,000
|
68.6%
|
|
(1)
|
Unless
otherwise noted, the security ownership disclosed in this table is
of
record and beneficial.
|
|
(2)
|
Under
Rule 13-d of the Exchange Act, shares not outstanding but subject
to
options, warrants, rights, conversion privileges pursuant to which
such
shares may be acquired in the next 60 days are deemed to be outstanding
for the purpose of computing the percentage of outstanding shares
owned by
the person having such rights, but are not deemed outstanding for
the
purpose of computing the percentage for such other persons. None
of our
officers or directors has options, warrants, rights or conversion
privileges outstanding.
|
Future
Sales by Existing Shareholders
As
of
July 15, 2007 there are a total of 2,550,000 shares of our common stock issued
and outstanding. Of these, all 2,550,000 shares, being 100% of our issued
shares, are ‘restricted shares’ as defined in Rule 144 of the Securities Act of
1933. Under this prospectus, we are registering 975,000 shares, representing
38.2% of our issued shares leaving 1,575,000 shares being 61.8% of our shares,
as ‘restricted shares’:
|
Mandi
Luis
|
900,000
shares
|
|
Robert
MacKay
|
675,000
shares
|
|
Total
restricted shares
|
1,575,000
shares
|
DESCRIPTION
OF SECURITIES
Our
authorized capital consists of 300,000,000 shares of common stock, par value
$0.001 per share, of which 2,550,000 shares are issued and outstanding.
The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably in all of our assets
available for distribution upon winding up of the affairs our Company; and
are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of the shareholders.
The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.
Dividend
Policy
As
of the
date of this prospectus we have not paid any cash dividends to stockholders.
The
declaration of any future cash dividends, if any, will be at the discretion
of
the Board of Directors and will depend on our earnings, if any, capital
requirements and financial position, general economic conditions and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the near future.
Transfer
Agent
We
have
engaged the services of Action Stock Transfer Corporation, 7069 S. Highland
Drive, Suite 300, Salt Lake City, UT., 84121 to act as transfer and registrar.
MARKET
FOR COMMON SHARES & RELATED STOCKHOLDERS MATTERS
Market
Information
At
the
present time, there is no established market price for our shares.
There
are
no shares that have been offered pursuant to or underlying an employee benefit
plan. There are no shares of common stock that are subject to outstanding
options, warrants or securities convertible into common stock of our
Company.
Holders
Including
its two officers and directors, Laural has 37 shareholders as at the date of
this prospectus.
CERTAIN
TRANSACTIONS
There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any
of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:
On
April
10, 2007 Laural issued to (i) our President, Principal Executive Officer and
Director, Mandi Luis, 1,000,000 shares at the price of $0.001 per share for
total consideration of $1,000; and (ii) our Principal Financial Officer,
Secretary-Treasurer and a director, Robert MacKay, 750,000 shares at the price
of $0.001 per share for total consideration of $750.
The
shares issued to Ms. Luis and Mr. MacKay were in consideration of their agreeing
to take the initiative in developing and implementing the business plan of
the
Company, including, among other things, providing the initial capital to allow
the Company to engage a professional geologist to assist in identifying a
mineral prospect considered worthy of exploration, identifying investors and
arranging for the initial private placement to enable the Company to implement
its business plan.
As
at
July 15 2007, Mandi Luis had received $3,000 from the Company representing
a
monthly management fee of $1,000.
LEGAL
PROCEEDINGS
We
are
not a party to any pending litigation and none is contemplated or threatened.
INTEREST
OF NAMED EXPERTS AND COUNSEL
No
named
expert or counsel referred to in the prospectus has any interest in Laural.
No
expert or counsel was hired on a contingent basis, will receive a direct or
indirect interest in Laural or was a promoter, underwriter, voting trustee,
director, officer or employee of, or for, Laural. Our financial statements
included in this Prospectus have been audited by Madsen & Associates, CPA’s
Inc. of # 3- 684 East Vine, Murray, Utah, 84107, as set forth in their report
included in this Prospectus.
The
geological report on the Waibau Claim, dated March 12, 2007, and titled “Summary
of Exploration of the Waibau Property, Lautoka, Fiji” was authored by Robert
Symonds, P. Geol., of 55 Nadawa Road, Nasinu, Fiji.
The
legality of the shares of common stock being registered has been passed upon
by
Daniel B. Eng, Esq., 1455 Response Road, Suite 230, Sacramento, California,
95815.
FURTHER
INFORMATION
Laural
will be subject to the informational requirements of the Securities Exchange
Act
of 1934, and in accordance therewith files reports, or information statements
and other information with the Securities and Exchange Commission. Such reports
and other information can be inspected and copied at the public reference
facilities maintained by the Commission at 100 F Street N. E., Washington,
D.C.
20549, at prescribed rates. In addition, the Commission maintains a web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission’s web site is
http://www.sec.gov
.
Laural
has filed with the Commission a registration statement on Form SB-2 under the
Securities Act of 1933 with respect to the common stock being offered hereby.
As
permitted by the rules and regulations of the Commission, this prospectus does
not contain all the information set forth in the registration statement and
the
exhibits and schedules thereto. For further information with respect to Laural
and the common stock offered hereby, reference is made to the registration
statement, and such exhibits and schedules. A copy of the registration
statement, and the exhibits and schedules thereto, may be inspected without
charge at the public reference facilities maintained by the Commission at the
addresses set forth above, and copies of all or any part of the registration
statement may be obtained from such offices upon payment of the fees prescribed
by the Commission. In addition, the registration statement may be accessed
at
the Commission’s web site. Statements contained in this prospectus as to the
contents of any contract or other document are not necessarily complete and,
in
each instance, reference is made to the copy of such contract or document filed
as an exhibit to the registration statement, each such statement being qualified
in all respects by such reference.
FINANCIAL
STATEMENTS
Our
fiscal year end is May 31. We will provide audited financial statements to
our
stockholders on an annual basis; the financial statements will be audited by
Independent Accountants.
Our
audited financial statements for the period ended May 31, 2007 immediately
follow:
|
FINANCIAL
STATEMENTS - May 31, 2007
|
Page
|
|
Report
of Independent Registered Public Accounting Firm
|
32
|
|
Balance
Sheet
|
33
|
|
Statement
of Operations
|
34
|
|
Statement
of Changes in Stockholders’ Equity
|
35
|
|
Statement
of Cash Flows
|
36
|
|
Notes
to the Financial Statements
|
37
|
|
MADSEN
& ASSOCIATES CPA’s INC.
|
684
East Vine Street, #3
|
|
Certified
Public Accountants and Business Consultants
|
Murray,
Utah, 84107
|
|
Telephone
801-268-2632
|
|
|
Fax
801-262-3978
|
Board
of
Directors
Laural
Resources, Inc.
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
have
audited the accompanying balance sheet of Laural Resources, Inc.
(pre-exploration stage company) at May 31, 2007, and the related statement
of
operations, changes in stockholders' equity, and cash flows for the period
from
February 13, 2007 (date of inception) to May 31, 2007. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based
on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosure 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 statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Laural Resources, Inc. at May
31,
2007, and the results of operations and cash flows for the period from February
13, 2007 (date of inception) to May 31, 2007, in conformity with generally
accepted accounting principles.
Murray,
Utah
MADSEN
& ASSOCIATES, CPA’s INC.
July
20,
2007
LAURAL
RESOURCES,
INC.
(A
Pre-exploration Stage Company)
BALANCE
SHEET
May
31,
2007
|
ASSETS
|
|
|
CURRENT
ASSETS
|
|
|
Cash
|
$
40,609
|
|
Total
Current Assets
|
$
40,609
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
CURRENT
LIABILITIES
|
|
|
Accounts
payable
|
$
3,864
|
|
Accounts
payable - related parties
|
12,519
|
|
Total
Current Liabilities
|
16,383
|
|
STOCKHOLDERS’
EQUITY
|
|
|
Common
stock
|
|
|
300,000,000
shares authorized, at $0.001 par value;
|
|
|
2,550,000
shares issued and outstanding
|
2,550
|
|
Capital
in excess of par value
|
39,200
|
|
Deficit
accumulated during the pre-exploration stage
|
(17,524)
|
|
Total
Stockholders’ Equity
|
24,226
|
|
$
40,609
|
The
accompanying notes are an integral part of these financial
statements.
LAURAL
RESOURCES, INC.
(A
Pre-exploration Stage Company)
STATEMENT
OF OPERATIONS
For
the
period from February 13, 2007 (date of inception) to May 31, 2007
The
accompanying notes are an integral part of these financial
statements.
LAURAL
RESOURCES, INC.
(Pre-Exploration
Stage Company)
STATEMENT
OF CHANGES IN STOCKHOLDERS' EQUITY
Period
February
13, 2007 (date of inception) to May 31, 2007
|
Common
Shares
|
Stock
Amount
|
Capital
in
Excess
of
Par
Value
|
Accumulated
Deficit
|
|
|
Balance
February 13, 2007
|
-
|
$
-
|
$
-
|
$
-
|
|
Issuance
of common shares for cash at
$.001
- April 10, 2007
|
1,750,000
|
1,750
|
-
|
-
|
|
Issuance
of common shares for cash at
$.05
- May 31, 2007
|
800,000
|
800
|
39,200
|
|
|
Net
operating loss for the period February 13, 2007 ( date of
Inception)
to May 31, 2007
|
-
|
-
|
-
|
(17,524
)
|
|
Balance
as at May 31, 2007
|
2,550,000
|
$
2,550
|
$
39,200
|
$
(17,524)
|
The
accompanying notes are an integral part of these financial
statements
LAURAL
RESOURCES, INC.
(A
Pre-exploration Stage Company)
STATEMENT
OF CASH FLOWS
For
the
period from February 13, 2007 (date of inception) to May 31, 2007
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|
|
Net
loss
|
$
(17,524)
|
|
Adjustments
to reconcile net loss to
net
cash provided by
operating
activities:
|
|
|
Changes
in accounts payable
|
3,864
|
|
Net
Cash Provided (Used) in Operations
|
(13,660)
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
-
|
|
CASH
FLOWS FROM FINANCING
ACTIVITIES
|
|
|
Proceeds
from loan from related party
|
12,519
|
|
Proceeds
from issuance of common stock
|
41,750
|
|
54,269
|
|
|
Net
Increase (Decrease) in Cash
|
40,609
|
|
Cash
at Beginning of Period
|
-
|
|
CASH
AT END OF PERIOD
|
$
40,609
|
The
accompanying notes are an integral part of these financial
statements
LAURAL
RESOURCES, INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
May
31,
2007
1.
ORGANIZATION
The
Company, Laural Resources Inc., was incorporated under the laws of the State
of
Nevada on February 13, 2007 with the authorized capital stock of 300,000,000
shares at $0.001 par value.
The
Company was organized for the purpose of acquiring and developing mineral
properties. At the report date mineral claims, with unknown reserves, had been
acquired. The Company has not established the existence of a commercially
minable ore deposit and therefore has not reached the development stage and
is
considered to be in the pre-exploration stage.
The
Company has elected May 31 as its fiscal year.
2.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Methods
The
Company recognizes income and expenses based on the accrual method of
accounting.
Dividend
Policy
The
Company has not yet adopted a policy regarding payment of
dividends.
|
Basic
and Diluted Net Income (loss) Per
Share
|
|
Basic
net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income
(loss)
per share amounts are computed using the weighted average number
of common
and common equivalent shares outstanding as if shares had been issued
on
the exercise of the common share rights unless the exercise becomes
antidulutive and then only the basic per share amounts are shown
in the
report.
|
Evaluation
of Long-Lived Assets
The
Company periodically reviews its long term assets and makes adjustments,
if the
carrying value exceeds fair value.
Income
Taxes
The
Company utilizes the liability method of accounting for income taxes. Under
the
liability method deferred tax assets and liabilities are determined based
on
differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will
be
in effect, when the differences are expected to be reversed. An allowance
against deferred tax assets is recorded, when it is more likely than not,
that
such tax benefits will not be realized.
On
May
31, 2007 the Company had a net operating loss carry forward of $17,524 for
income tax purposes. The tax benefit of approximately $5,300 from the loss
carry
forward has been fully offset by a valuation reserve because the future tax
benefit is undeterminable since the Company is unable to establish a predictable
projection of operating profits for future years. Losses will expire on
2027.
LAURAL
RESOURCES, INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
May
31,
2007
2.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Foreign
Currency Translations
Part
of
the transactions of the Company were completed in Canadian dollars and have
been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is recognized. The
functional currency is considered to be US dollars.
Revenue
Recognition
Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.
Advertising
and Market Development
The
company expenses advertising and market development costs as
incurred.
Financial
Instruments
|
The
carrying amounts of financial instruments are considered by management
to
be their fair value to their short term
maturities.
|
Estimates
and Assumptions
Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles. Those estimates and assumptions
affect the reported amounts of the assets and liabilities, the disclosure
of
contingent assets and liabilities, and the reported revenues and expenses.
Actual results could vary from the estimates that were assumed in preparing
these financial statements.
|
|
Statement
of Cash Flows
|
|
For
the purposes of the statement of cash flows, the Company considers
all
highly liquid investments with a maturity of three months or less
to be
cash equivalents.
|
Unproven
Mining Claim Costs
Cost
of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.
LAURAL
RESOURCES, INC.
(A
Pre-exploration Stage Company)
NOTES
TO FINANCIAL STATEMENTS
May
31,
2007
2.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued
|
Environmental
Requirements
|
|
At
the report date environmental requirements related to the mineral
claim
acquired are unknown and therefore any estimate of any future cost
cannot
be made.
|
Recent
Accounting Pronouncements
The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.
3.
AQUISITION
OF MINERAL CLAIM
|
On
March 1, 2007, the Company acquired the Waibau Gold Claim located
in the
Republic of Fiji from Siti Ventures Inc., an unrelated company, for
the
consideration of $5,000. The Waibau Gold Claim is located on the
island of
Viti Leva. Under Fijian law, the claim remains in good standing as
long as
the Company has an interest in it. There is no annual maintenance
fees or
minimum exploration work required on the
Claim.
|
4.
SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY
Officers-directors
and their families have acquired 69% of the common stock issued and have
made no
interest, demand loans to the Company of $12,519.
Officers-directors
are compensated for their services in the amount of a total $1,000 per month
starting May 1, 2007.
5.
CAPITAL
STOCK
On
April
10, 2007, Company completed a private placement consisting of 1,750,000 common
shares sold to directors and officers at a price of $0.001 per share for
a total
consideration of $1,750. On May 31, 2007, the Company completed a private
placement of 800,000 common shares at $0.05 per share for a total consideration
of $40,000.
Part
II Information Not Required in Prospectus
Item
24
.
Indemnification of Directors and Officers
Nevada
Revised Statutes 78.037 provides that Articles of Incorporation can contain
provisions which eliminate or limit the personal liability of our officers
and
directors and even stockholders for damages for breach of fiduciary duty, but
a
corporation cannot eliminate or limit a director’s or officer’s liability for
acts or failure to act which are based on intentional misconduct, fraud, or
a
willful violation of law. Our Articles of Incorporation provides that a director
or officer is not personally liable to us or our shareholders for damages for
any breach of fiduciary duty as a director or officer, except for liability
for
(i) acts or omissions which involve intentional misconduct, fraud or a knowing
violation of law, or (ii) the payment of distribution in violation of Nevada
Revised Statures, 78.300.
Additionally,
our By-laws provide that we will indemnify our officers and directors to the
fullest extent permitted by the Nevada Revised Statutes, provided the officer
or
director acts in good faith and in a manner which he or she reasonably believes
to be in or not opposed to Laural’s best interest, and with respect to any
criminal matter, had no reasonable cause to believe that his or her conduct
was
unlawful. Our By-laws also provide that, to the fullest extent permitted by
Section 78.751 of the Nevada Revised Statutes, we will pay the expenses of
our
officers and directors incurred in defending a civil or criminal action, suit
or
proceeding, as they are incurred and in advance of the final disposition of
the
matter, upon receipt of an undertaking acceptable to the Board of Directors
for
the repayment of such advances if it is ultimately determined by a court of
competent jurisdiction that the officer or director is not entitled to be
indemnified.
Subsection
(1) of Section 78.7502 of the Nevada Revised Statutes empowers a corporation
to
indemnify any person who was or is a party or is threatened to be made a party
of any threatened, pending, or completed action, suit, or proceeding, whether
civil, criminal, administrative, or investigative (other than an action by
or in
the right of the corporation) by reason of the fact that the person is or was
a
director, officer, employee, or agent of another corporation, partnership,
joint
venture, trust, or other enterprise, against expenses (including attorney’s
fees), judgment, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit, or proceeding if
the
person acted in good faith and in a manner he or she reasonably believed to
be
in or not opposed to be the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
or
her conduct was unlawful.
Subsection
(2) of Section 78.7502 of the Nevada Revised Statutes empowers a corporation
to
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending, or completed action or suit by or in the right
of
the corporation to procure a judgment in favor by reason of the fact that such
person acted in any of the capacities set forth in subsection (1) enumerated
above, against expenses (including amounts paid in settlement and attorney’s
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit if the person acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation except that no indemnification may be made
in
respect to any claim, issue, or matter as to which such person shall have been
adjudged to be liable to the corporation, unless and only to the extent that
the
court in which such action or suit was brought determines that in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to
indemnify for such expenses which the court shall deem proper.
Subsection
(3) of Section 78.7502 of the Nevada Revised Statutes provides that to the
extent a director, officer, employee, or agent of a corporation has been
successful in the defense of any action, suit, or proceeding referred to in
subsection (1) and (2) or in the defense of any claim, issue, or matter therein,
that person shall be indemnified against expenses (including attorney’s fees)
actually and reasonable incurred by him or her in connection
therein.
ARTICLES
AND BYLAWS. Laural’s Articles of Incorporation (Article VII) and Laural’s Bylaws
(Article 11) provide that Laural shall, to the fullest extent permitted by
law,
indemnify all directors of Laural, as well as any officers or employees of
Laural to whom Laural was agreed to grant indemnification.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933,
as
amended, the Securities Exchange Act of 1934 or the Rules and Regulations of
the
Securities and Exchange Commission thereunder may be permitted under said
indemnification provisions of the law, or otherwise, Laural has been advised
that, in the opinion of the Securities and Exchange Commission, any such
indemnification is against public policy and is, therefore,
unenforceable.
Item
25.
Other
Expenses of Issuance and Distribution
The
following table sets forth the costs and expenses payable by us in connection
with the issuance and distribution of the securities being registered hereunder.
No expenses will be borne by the selling security holders. All of the amounts
shown are estimates, except for the SEC registration fee.
|
SEC
registration fee
|
$
6
|
|
Printing
& miscellaneous expenses
|
200
|
|
Accounting
fees and expenses
|
5,620
|
|
Legal
and consulting fees and expenses
|
22,500
|
|
Total
|
$
28,326
|
Item
26.
Recent
Sales of Unregistered Securities.
During
the first past three years, we have sold and issued the following securities
without registering the securities under the Securities Act.
(a)
On
April 10, 2007 we completed a private placement pursuant to Regulation S of
the
Securities Act of 1933, 1,750,000 shares of common stock sold to our two
officers and directors at the price of $0.001 per share to raise $1,750. No
underwriter was engaged and we paid no commission.
(b)
On
May 31, 2007 we completed a further private placement pursuant to Regulation
S
of the Securities Act of 1933, whereby 800,000 common shares were sold at the
price of $0.05 per share to raise $40,000. No underwriter was engaged and we
paid no commission.
Item
27. Exhibits
The
following Exhibits are filed as part of this Registration Statement, pursuant
to
Item 601 of Regulation S-B.
|
Exhibit
No.
|
Description
|
|
3.1
|
Certificate
of Incorporation
|
|
3.2
|
Articles
of Incorporation
|
|
3.3
|
Bylaws
|
|
4
|
Specimen
Stock Certificate
|
|
5
|
Opinion
re. Legality, Daniel B. Eng
|
|
10.1
|
Transfer
Agent and Registrar Agreement
|
|
11
|
Statement
re: Computation of Per Share Earnings
|
|
14
|
Code
of Ethics
|
|
23.1
23.2
23.3
|
Consent
of
Madsen
& Associates, CPA’s Inc.
.
Consent
of
Legal
Counsel (Contained in Exhibit 5)
Consent
of Robert Symonds
,
Professional Geologist.
|
|
99.1
|
Audit
Committee Charter
|
Item
28:
Undertakings
Laural
hereby undertakes:
(a)
|
(1)
|
File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement
to:
|
(i)
Include
any prospectus required by section 10 (a) (3) of the Securities Act of
1933;
(ii)
Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information in the registration statement, and
notwithstanding the forgoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospects
filed
with the U.S. Securities and Exchange Commission pursuant to Rule 424 (b) if,
in
the aggregate, the changes in the volume and price represent no more than a
20%
change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement.
(
iii)
Include
any additional or changed material information on the plan of
distribution.
|
(2)
|
For
determining liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be initial
bona fide offering.
|
|
(3)
|
File
a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the
offering.
|
(4
)
For
determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering
of
securities of the undersigned small business issuer 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
small
business issuer will be a seller to the purchaser and will be considered to
offer or sell such securities to such purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned small business issuer
relating to the offering required to be filed pursuant to Rule 424
(§ 230.424 of this chapter);
(ii)
Any
free
writing prospectus relating to the offering prepared by or on behalf of the
undersigned small business issuer or used or referred to by the undersigned
small business issuer;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned small business issuer or its
securities provided by or on behalf of the undersigned small business issuer;
and
(iv)
Any
other
communication that is an offer in the offering made by the undersigned small
business issuer to the purchaser.
|
(e)
|
Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 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 Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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, officers or controlling person of the small
business issuer in the successful defense of any action, suit or
proceedings) 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 of 1933 and will
be
governed by the final adjudication of such issue.
|
|
(g)
|
For
the purpose of determining liability under the Securities Act to
any
purchaser, each prospectus filed pursuant to Rule 424(b) (§ 230.424(b) of
this chapter) 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 (§ 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 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.
|
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, Laural certifies
that it has reasonable grounds to believe that it meets all the requirements
of
filing on Form SB-2 and authorized this registration to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Burlington,
Ontario, Canada on July 27
,
2007.
LAURAL
RESOURCES, INC.
MANDI
LUIS
Mandi
Luis
(Principal
Executive
Officer)
President,
and
Director
Power
of
Attorney
The
undersigned constitute and appoint Mandi Luis their true and lawful
attorney-in-fact and agent with full power of substitution, for him and in
his
name, place, and stead, in any and all capacities, to sign any and all
amendments, including post-effective amendments, to this Form SB-2 registration
statement, and to file the same with all exhibits thereto, and all documents
in
connection therewith, with the U.S. Securities and Exchange Commission, granting
such attorney-in-fact the full power and authority to do and perform each and
every act and thing requisite and necessary to be donein and about the premises,
as fully and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney-in-fact may lawfully
do
or cause to be done by virtue hereof. Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the
following persons in the capacities and on the date indicated.
Date:
July 27, 2007.
MANDI
LUIS
Mandi
Luis
(Principal
Executive Officer)
President
and Director
ROBERT
MACKAY
Robert
MacKay
(Principal
Financial and Accounting Officer)
Secretary
Treasurer and Director