Attached files
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EX-5.1 - Odenza Corp. | v180836_ex5-1.htm |
EX-3.2 - Odenza Corp. | v180836_ex3-2.htm |
EX-3.1 - Odenza Corp. | v180836_ex3-1.htm |
EX-23.2 - Odenza Corp. | v180836_ex23-2.htm |
As filed
with the Securities and Exchange Commission on April 15, 2010
Registration
No. 333-_________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
ODENZA
CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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1000
|
None
|
||
(State
or Other Jurisdiction of
|
(Primary
Standard Industrial
|
(IRS
Employer
|
||
Incorporation
or Organization)
|
Classification
Number)
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Identification
Number)
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1802
North Carson Street, Suite 108
Carson
City, Nevada 89701
(646)
520-7426
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
William
O’Neill
President
and Chief Executive Officer
Odenza
Corp.
1802
North Carson Street, Suite 108
Carson
City, Nevada 89701
+61 (422)
708-444
(Address,
including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Thomas E.
Puzzo, Esq.
Law
Offices of Thomas E. Puzzo, PLLC
4216 NE
70th Street
Seattle,
Washington 98115
Telephone
No.: (206) 522-2256
Facsimile
No.: (206) 260-0111
Approximate
date of proposed sale to the public: As soon as practicable and from time to
time after the effective date of this Registration Statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
|
Smaller
reporting company x
|
(Do
not check if a smaller reporting company)
|
CALCULATION
OF REGISTRATION FEE
Title of Each Class
|
Proposed Maximum
|
Proposed Maximum
|
||||||||||||||
of Securities
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Amount to Be
|
Offering Price
|
Aggregate
|
Amount of
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||||||||||||
to be Registered
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Registered(1)
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per Share
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Offering Price
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Registration Fee
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||||||||||||
Common
Stock, par value $0.001 per share
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1,160,000 |
(2)
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$ | 0.10 |
(3)
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$ | 116,000 | $ | 8.27 | |||||||
TOTAL
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1,160,000 | $ | - | $ | 116,000 | 8.27 |
(1) In
the event of a stock split, stock dividend or similar transaction involving our
common stock, the number of shares registered shall automatically be increased
to cover the additional shares of common stock issuable pursuant to Rule 416
under the Securities Act of 1933, as amended.
(2)
Represents the number of shares of common stock currently outstanding to be sold
by the selling security holders.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(a) and (o) of the Securities Act.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
PRELIMINARY
PROSPECTUS SUBJECT TO COMPLETION DATED APRIL 15, 2010
ODENZA
CORP.
1,160,000
SHARES OF COMMON STOCK
This
prospectus relates to the resale by certain selling security holders of Odenza
Corp. of up to 1,160,000 shares of common stock held by selling security holders
of Odenza Corp. We will not receive any of the proceeds from the sale of the
shares by the selling stockholders.
The
selling security holders will be offering our shares of common stock at a fixed
price of $0.10 per share until our shares are quoted on the OTC Bulletin Board
and thereafter at prevailing market prices or privately negotiated prices. Each
of the selling stockholders may be deemed to be an “underwriter” as such term is
defined in the Securities Act of 1933, as amended (the “Securities
Act”).
There has
been no market for our securities and a public market may never develop, or, if
any market does develop, it may not be sustained. Our common stock is not traded
on any exchange or on the over-the-counter market. After the effective date of
the registration statement relating to this prospectus, we hope to have a market
maker file an application with the Financial Industry Regulatory Authority for
our common stock to be eligible for trading on the Over-the-Counter Bulletin
Board. We do not yet have a market maker who has agreed to file such
application. There can be no assurance that our common stock will ever be quoted
on a stock exchange or a quotation service or that any market for our stock will
develop.
OUR
BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR SHARES OF COMMON
STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE
FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 7 BEFORE
INVESTING IN OUR SHARES OF COMMON STOCK.
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.
The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. The selling security holders may not
sell these securities until the registration statement becomes effective. This
prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
The date
of this prospectus is April ___, 2010.
2
The
following table of contents has been designed to help you find information
contained in this prospectus. We encourage you to read the entire
prospectus.
TABLE
OF CONTENTS
Page
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Prospectus
Summary
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4
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Risk
Factors
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6
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Risk
Factors Relating to Our Company
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6
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Risk
Factors Relating to Our Common Stock
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9
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Use
of Proceeds
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11
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Determination
of Offering Price
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12
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Selling
Security Holders
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12
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Plan
of Distribution
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13
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Description
of Securities
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15
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Experts
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Interests
of Named Experts and Counsel
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Description
of Business
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Our
Executive Offices
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25
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Legal
Proceedings
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25
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Market
for Common Equity and Related Stockholder Matters
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26
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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27
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Directors,
Executive Officers, Promoters and Control Persons
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29
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Executive
Compensation
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31
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Security
Ownership of Certain Beneficial Owners and Management
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31
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Certain
Relationships and Related Transactions
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32
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Disclosure
of Commission Position on Indemnification for Securities Act
Liabilities
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32
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Where
You Can Find More Information
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32
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Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosure
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32
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Financial
Statements
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F-1
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Until ___
______, 2010 (90 business days after the effective date of this prospectus) all
dealers that effect transactions in these securities whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealer’s obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
3
A
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements which relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”, “expects”,
“plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or
“continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
“Risk Factors,” that may cause our or our industry’s actual results, levels of
activity, performance or achievements to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by
these forward-looking statements.
While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
PROSPECTUS
SUMMARY
As used
in this prospectus, references to the “Company,” “we,” “our”, “us” or “Odenza
Corp.” refer to Odenza Corp. unless the context otherwise
indicates.
The
following summary highlights selected information contained in this prospectus.
Before making an investment decision, you should read the entire prospectus
carefully, including the “Risk Factors” section, the financial statements, and
the notes to the financial statements.
OUR
COMPANY
Odenza
Corp. was incorporated on July 16, 2009, under the laws of the State of Nevada,
for the purpose of conducting mineral exploration activities.
We are an
exploration stage company formed for the purposes of acquiring, exploring, and
if warranted and feasible, developing natural resource property. We raised
an aggregate of $31,500 through private placements of our securities. Proceeds
from these placements were used for working capital.
On
September 25, 2009 we entered into a Mineral Property Option Agreement whereby
we have the right to acquire a100% interest in Prospecting License P21/709
located in the Murchison Mineral-filed in Western Australia and known as the
Island Project Lake Austin. The option agreement requires us to make an initial
cash payment of AUD$4,000 (US$3,680), which we paid on September 25, 2009.
The option agreement has an exercise price of approximately AUD$50,000 ($46,000)
cash to be paid if exercised by the Company. We retained a consulting
geologist to prepare an evaluation report on the prospects. We intend to conduct
exploratory activities on the claim and if feasible, develop the
prospects.
The
Company’s principal offices are located at 1802 North Carson Street, Suite 108,
Carson City, Nevada 89701 and our telephone number is +61 (422)
708-444.
4
THE
OFFERING
Securities
offered:
|
The
selling stockholders are offering hereby up to 1,160,000 shares of
common stock.
|
|
Offering
price:
|
The
selling stockholders will offer and sell their shares of common stock at a
fixed price of $0.10 per share until our shares are quoted on the OTC
Bulletin Board, if our shares of common stock are ever quoted on the OTC
Bulletin Board, and thereafter at prevailing market prices or privately
negotiated prices.
|
|
Shares
outstanding prior to offering:
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3,660,000
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Shares
outstanding after offering:
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3,660,000
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Market
for the common shares:
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There
is no public market for our shares. Our common stock is not traded
on any exchange or on the over-the-counter market. After the
effective date of the registration statement relating to this prospectus,
we hope to have a market maker file an application with the Financial
Industry Regulatory Authority (“FINRA”) for our common stock to eligible
for trading on the Over The Counter Bulletin Board. We do not yet have a
market maker who has agreed to file such application.
There
is no assurance that a trading market will develop, or, if developed, that
it will be sustained. Consequently, a purchaser of our common stock may
find it difficult to resell the securities offered herein should the
purchaser desire to do so when eligible for public
resale.
|
|
Use
of proceeds:
|
We
will not receive any proceeds from the sale of shares by the selling
security holders
|
SUMMARY
FINANCIAL INFORMATION
The
tables and information below are derived from our audited financial statements
for the period from July 16, 2009 (Inception) to January 31, 2010. Our working
capital as at January 31, 2010 was $31,284.
January 31, 2010 ($)
|
||||
Financial
Summary
|
||||
Cash
and Deposits
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31,284
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|||
Total
Assets
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31,284
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|||
Total
Liabilities
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7,842
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|||
Total
Stockholder’s Equity
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23,442
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|||
Accumulated From July
16, 2009
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||||
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(Inception) to January 31,
2010 ($)
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|||
Statement
of Operations
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||||
Total
Expenses
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8,058
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|||
Net
Loss for the Period
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8,058
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|||
Net
Loss per Share
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-
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5
RISK
FACTORS
An
investment in our common stock involves a number of very significant risks. You
should carefully consider the following known material risks and uncertainties
in addition to other information in this prospectus in evaluating our company
and its business before purchasing shares of our company’s common stock. You
could lose all or part of your investment due to any of these
risks.
RISKS
RELATING TO OUR COMPANY
OUR
AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.
Our
financial statements for the year ended January 31, 2010 were prepared assuming
that we will continue our operations as a going concern. We were incorporated on
July 16, 2009 and do not have a history of earnings. As a result, our
independent accountants in their audit report have expressed substantial doubt
about our ability to continue as a going concern. Continued operations are
dependent on our ability to complete equity or debt financings or generate
profitable operations. Such financings may not be available or may not be
available on reasonable terms. Our financial statements do not include any
adjustments that may result from the outcome of this uncertainty.
WE
MAY REQUIRE ADDITIONAL FUNDS WHICH WE PLAN TO RAISE THROUGH THE SALE OF OUR
COMMON STOCK, WHICH REQUIRES FAVORABLE MARKET CONDITIONS AND INTEREST IN OUR
ACTIVITIES BY INVESTORS. IF WE ARE NOT BE ABLE TO SELL OUR COMMON STOCK, FUNDING
WILL NOT BE AVAILABLE FOR CONTINUED OPERATIONS, AND OUR BUSINESS WILL
FAIL.
We
anticipate that our current cash of $31,284 will be sufficient to complete the
first phase of any initial exploration program of any mining claim. Subsequent
exploration activities will require additional funding. Our only present means
of funding is through the sale of our common stock. The sale of common stock
requires favorable market conditions for exploration companies like ours, as
well as specific interest in our stock, neither of which may exist if and when
additional funding is required by us. If we are unable to raise additional funds
in the future, our business will fail.
WE
HAVE A VERY LIMITED HISTORY OF OPERATIONS AND ACCORDINGLY THERE IS NO TRACK
RECORD THAT WOULD PROVIDE A BASIS FOR ASSESSING OUR ABILITY TO CONDUCT
SUCCESSFUL MINERAL EXPLORATION ACTIVITIES. WE MAY NOT BE SUCCESSFUL IN CARRYING
OUT OUR BUSINESS OBJECTIVES.
We were
incorporated on July 16, 2009 and to date, have been involved primarily in
organizational activities and obtaining financing. Accordingly we have no track
record of successful exploration activities, strategic decision making by
management, fund-raising ability, and other factors that would allow an investor
to assess the likelihood that we will be successful as a junior resource
exploration company. Junior exploration companies often fail to achieve or
maintain successful operations, even in favorable market conditions. There is a
substantial risk that we will not be successful in our exploration activities,
or if initially successful, in thereafter generating any operating revenues or
in achieving profitable operations.
WE
HAVE ENTERED INTO AN OPTION AGREEMENT TO PURCHASE A MINERAL CLAIM WHICH MAY
NEVER BE GRANTED. IF THE MINERAL CLAIM UPON WHICH WE HAVE PLANNED OUR
BUSINESS IS NOT GRANTED, YOU WILL LOSE YOUR ENTIRE INVESTEMENT.
We
believe that Prospecting License P21/709, located in the Murchison Mineral-filed
in Western Australia and known as the Island Project Lake Austin, will be
granted. This mineral license has been applied for by a third party, with
whom we have entered into an option agreement to purchase the rights under
license, if the license is granted. The license, however, has not yet been
granted by the Department of Mines and Petroleum, Western Australia. We
anticipate that the Department of Mines and Petroleum will proceed to formally
grant the Prospecting License P21/709 in May 2010. If the Department of
Mines and Petroleum does not grant the license, we will have to seek a new
mineral claim upon which we can develop our business and you will likely lose
your entire investment.
6
DUE
TO THE SPECULATIVE NATURE OF MINERAL PROPERTY EXPLORATION, THERE IS SUBSTANTIAL
RISK THAT NO COMMERCIALLY VIABLE MINERAL DEPOSITS WILL BE FOUND ON OUR MONTY
LODE CLAIM OR OTHER MINERAL PROPERTIES THAT WE ACQUIRE.
In order
for us to even commence mining operations we face a number of challenges which
include finding mining claims, qualified professionals to conduct exploration
programs, obtaining adequate financing to continue exploration programs,
locating viable mineral bodies, partnering with senior mining companies,
obtaining mining permits, and ultimately selling minerals in order to generate
revenue. Moreover, exploration for commercially viable mineral deposits is
highly speculative in nature and involves substantial risk that no viable
mineral deposits will be located on any future mineral properties. There is a
substantial risk that any exploration program that we conduct on future claims
may not result in the discovery of any significant mineralization, and therefore
no commercial viable mineral deposit. There are numerous geological features
that we may encounter that would limit our ability to locate mineralization or
that could interfere with our exploration programs as planned, resulting in
unsuccessful exploration efforts. In such a case, we may incur significant costs
associated with an exploration program, without any benefit. This would likely
result in a decrease in the value of our common stock.
DUE
TO THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE
MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The
search for minerals involves numerous hazards. As a result, we may become
subject to liability for such hazards, including pollution, cave-ins and other
hazards against which we cannot insure or may elect not to insure. We currently
have no such insurance nor do we expect to obtain such insurance for the
foreseeable future. If a hazard were to occur, the costs of rectifying the
hazard may exceed our asset value and cause us to liquidate all our assets and
cease operations, resulting in the loss of your entire investment.
AS WE UNDERTAKE EXPLORATION OF OUR
MINERAL CLAIMS, WE WILL BE SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATION THAT
MAY INCREASE THE ANTICIPATED COST OF OUR EXPLORATION
PROGRAM.
There are
several governmental regulations that materially restrict mineral exploration.
We will be subject to the laws of the Western Australian as administered by the
Department of Industry and Resources as we carry out our exploration program. We
may be required to obtain work permits, negotiate with Aboriginal groups holding
Native Title Rights for access to our leases, obtain land access agreements from
pastoral lease holders, post bonds and perform remediation work for any physical
disturbance to the land in order to comply with these laws. If we enter the
production phase, the cost of complying with permit and regulatory environment
laws will be greater because the impact on the project area is greater. Permits
and regulations will control all aspects of the production program if the
project continues to that stage. Examples of regulatory requirements
include:
(a) Water
discharge will have to meet drinking water standards;
(b) Dust
generation will have to be minimal or otherwise re-mediated;
(c)
Dumping of material on the surface will have to be re-contoured and re-vegetated
with natural vegetation;
(d) An
assessment of all material to be left on the surface will need to be
environmentally benign;
(e)
Ground water will have to be monitored for any potential
contaminants;
(f) The
socio-economic impact of the project will have to be evaluated and if deemed
negative, will have to be remediated; and
(g) There
will have to be an impact report of the work on the local fauna and flora
including a study of potentially endangered species.
There is
a risk that new regulations could increase our costs of doing business and
prevent us from carrying out our exploration program. We will also have to
sustain the cost of reclamation and environmental remediation for all
exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.
7
THE
MARKET PRICE FOR PRECIOUS METALS IS BASED ON NUMEROUS FACTORS OUTSIDE OF OUR
CONTROL. THERE IS A RISK THAT THE MARKET PRICE FOR PRECIOUS METALS WILL
SIGNIFICANTLY DECREASE, WHICH WILL MAKE IT DIFFICULT FOR US TO FUND FURTHER
MINERAL EXPLORATION ACTIVITIES, AND WOULD DECREASE THE PROBABILITY THAT ANY
SIGNIFICANT MINERALIZATION THAT WE LOCATE CAN BE ECONOMICALLY
EXTRACTED.
Numerous
factors beyond our control may affect the marketability of minerals. These
factors include market fluctuations, the proximity and capacity of natural
resource markets and processing equipment, government regulations, including
regulations relating to prices, taxes, royalties, land tenure, land use,
importing and exporting of minerals and environmental protection. The exact
effect of these factors cannot be accurately predicted, but the combination of
these factors may result in our not receiving an adequate return on invested
capital and you may lose your entire investment in this offering by existing
investors.
OUR
SOLE OFFICER AND DIRECTOR MAY HAVE A CONFLICT OF INTEREST WITH THE MINORITY
SHAREHOLDERS AT SOME TIME IN THE FUTURE. SINCE THE MAJORITY OF OUR SHARES
OF COMMON STOCK ARE OWNED BY OUR PRESIDENT, CHIEF EXECUTIVE OFFICER AND
DIRECTOR, OUR OTHER STOCKHOLDERS MAY NOT BE ABLE TO INFLUENCE CONTROL OF THE
COMPANY OR DECISION MAKING BY MANAGEMENT OF THE COMPANY.
Our sole
officer and director beneficially own 68.3% of our outstanding common stock. The
interests of our sole officer and director may not be, at all times, the same as
that of our other shareholders. Our sole officer and director is not simply a
passive investor but is also executive officer of the Company, his interest as
executive may, at times be adverse to those of passive investors. Where those
conflicts exist, our shareholders will be dependent upon our director
exercising, in a manner fair to all of our shareholders, his fiduciary duties as
officer or as member of the Company’s Board of Directors. Also, our director
will have the ability to control the outcome of most corporate actions requiring
shareholder approval, including the sale of all or substantially all of our
assets and amendments to our articles of incorporation. This concentration of
ownership may also have the effect of delaying, deferring or preventing a change
of control of us, which may be disadvantageous to minority
shareholders.
SINCE
OUR SOLE OFFICER AND DIRECTOR HAS THE ABILITY TO BE EMPLOYED BY OR CONSULT FOR
OTHER COMPANIES, HIS OTHER ACTIVITIES COULD SLOW DOWN OUR
OPERATIONS.
Our sole
officer and director is not required to work exclusively for us and does not
devote all of his time to our operations. Therefore, it is possible that a
conflict of interest with regard to his time may arise based on his employment
by other companies. His other activities may prevent him from devoting full-time
to our operations which could slow our operations and may reduce our financial
results because of the slowdown in operations. It is expected that our officer
and director will devote between 5 and 10 hours per week to our operations on an
ongoing basis, and when required will devote whole days and even multiple days
at a stretch when property visits are required or when extensive analysis of
information is needed. We do not have any written procedures in place to address
conflicts of interest that may arise between our business and the business
activities of our director.
8
CURRENT
MANAGEMENT’S LACK OF EXPERIENCE IN AND/OR WITH MINING AND, IN PARTICULAR,
MINERAL EXPLORATION ACTIVITY, MEANS THAT IT IS DIFFICULT TO ASSESS, OR MAKE
JUDGMENTS ABOUT, OUR POTENTIAL SUCCESS.
Our sole
officer and director does not have any prior experience with or has
ever been employed in the mining industry. Additionally, our officer and
director has no college or university degree, or other educational
background, in mining or geology or in a field related to mining. More
specifically, our officer and director lacks technical training and
experience with exploring for, starting, and/or operating a mine. With no direct
training or experience in these areas, our officer and director may not be fully
aware of many of the specific requirements related to mineral exploration, let
alone the overall mining industry as a whole. For example, our officer’s
and director’s decisions and choices may fail to take into account standard
engineering and other managerial approaches mineral exploration companies
commonly use. Consequently, our operations, earnings, and ultimate
financial success could suffer irreparable harm due to our officer’s and
director’s future possible mistakes, lack of sophistication, judgment or
experience in this particular industry. As a result, if we do obtain the
funding or other means to implement a bona fide mineral exploration program,
such program will likely have to be implemented and carried out by joint
venturers, partners or independent contractors who would have the requisite
mineral exploration experience and know-how that we currently lack.
IF
THE SELLING SHAREHOLDERS SELL A LARGE NUMBER OF SHARES ALL AT ONCE OR IN BLOCKS,
THE MARKET PRICE OF OUR SHARES WOULD MOST LIKELY DECLINE.
The
selling shareholders are offering up to 1,160,000 shares of our common stock
through this prospectus. Our common stock is presently not traded or quoted on
any market or securities exchange, but should a market develop, shares sold at a
price below the current market price at which the common stock is quoted will
cause that market price to decline. Moreover, the offer or sale of a large
number of shares at any price may cause the market price to fall. The
outstanding shares of common stock covered by this prospectus represent 31.6% of
the common shares outstanding as of the date of this prospectus.
RISKS
RELATING TO OUR COMMON STOCK
THERE
IS NO LIQUIDITY AND NO ESTABLISHED PUBLIC MARKET FOR OUR COMMON STOCK AND WE MAY
NOT BE SUCCESSFUL AT OBTAINING A QUOTATION ON A RECOGNIZED QUOTATION SERVICE. IN
SUCH EVENT IT MAY BE DIFFICULT TO SELL YOUR SHARES.
There is
presently no public market in our shares. There can be no assurance that we will
be successful at developing a public market or in having our common stock quoted
on a quotation facility such as the OTC Bulletin Board. There are risks
associated with obtaining a quotation, including that broker dealers will not be
willing to make a market in our shares, or to request that our shares be quoted
on a quotation service. In addition, even if a quotation is obtained, the OTC
Bulletin Board and similar quotation services are often characterized by low
trading volumes, and price volatility, which may make it difficult for an
investor to sell our common stock on acceptable terms. If trades in our common
stock are not quoted on a quotation facility, it may be very difficult for an
investor to find a buyer for their shares in our Company.
OUR COMMON STOCK IS SUBJECT TO THE
“PENNY STOCK” RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS
LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE
VALUE OF AN INVESTMENT IN OUR STOCK.
Under
U.S. federal securities legislation, our common stock will constitute “penny
stock”. Penny stock is any equity security that has a market price of less than
$5.00 per share, subject to certain exceptions. For any transaction involving a
penny stock, unless exempt, the rules require that a broker or dealer approve a
potential investor’s account for transactions in penny stocks, and the broker or
dealer receive from the investor a written agreement to the transaction, setting
forth the identity and quantity of the penny stock to be purchased. In order to
approve an investor’s account for transactions in penny stocks, the broker or
dealer must obtain financial information and investment experience objectives of
the person, and make a reasonable determination that the transactions in penny
stocks are suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form sets
forth the basis on which the broker or dealer made the suitability
determination. Brokers may be less willing to execute transactions in securities
subject to the “penny stock” rules. This may make it more difficult for
investors to dispose of our common stock and cause a decline in the market value
of our stock. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
9
WE
MAY, IN THE FUTURE, ISSUE ADDITIONAL COMMON SHARES, WHICH WOULD REDUCE
INVESTORS’ PERCENT OF OWNERSHIP AND MAY DILUTE OUR SHARE VALUE.
Our
Articles of Incorporation authorize the issuance of 75,000,000 shares of common
stock. As of April 12, 2010, the Company had 3,660,000 shares of common
stock outstanding. Accordingly, we may issue up to an additional 71,340,000
shares of common stock. The future issuance of common stock may result in
substantial dilution in the percentage of our common stock held by our then
existing shareholders. We may value any common stock issued in the future on an
arbitrary basis. The issuance of common stock for future services or
acquisitions or other corporate actions may have the effect of diluting the
value of the shares held by our investors, and might have an adverse effect on
any trading market for our common stock.
THERE
IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET DOES NOT
DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR
SHARES.
There is
currently no established public trading market for our securities and an active
trading market in our securities may not develop or, if developed, may not be
sustained. We intend to have an application filed for admission to quotation of
our securities on the OTC Bulletin Board after this prospectus is declared
effective by the SEC. If for any reason our common stock is not quoted on the
OTC Bulletin Board or a public trading market does not otherwise develop,
purchasers of the shares may have difficulty selling their common stock should
they desire to do so. No market makers have committed to becoming market makers
for our common stock and none may do so.
STATE
SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN
WHICH AND CONDITIONS UNDER WHICH YOU CAN SELL THE SHARES OFFERED BY THIS
PROSPECTUS.
Secondary
trading in common stock sold in this offering will not be possible in any state
until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in
certain recognized securities manuals, is available for secondary trading in the
state. If we fail to register or qualify, or to obtain or verify an exemption
for the secondary trading of, the common stock in any particular state, the
common stock could not be offered or sold to, or purchased by, a resident of
that state. In the event that a significant number of states refuse to permit
secondary trading in our common stock, the liquidity for the common stock could
be significantly impacted thus causing you to realize a loss on your
investment.
Upon
effectiveness of this Prospectus, the Company intends to become a “reporting
issuer” under Section 12(g) of the U.S. Securities Exchange Act of 1934, as
amended, by way of filing a Form 8-A with the Securities and Exchange Commission
(“SEC”). A Form 8-A is a “short form” of registration whereby information
about the Company will be incorporated by reference to the Registration
Statement on Form S-1, under which this Prospectus became effective. Upon
filing of the Form 8-A, the Company’s shares of common stock will become
“covered securities,” or “federally covered securities” as described in some
states’ laws, which means that unless you are an “underwriter” or “dealer,” you
will have a “secondary trading” exemption under the laws of most states (and the
District of Columbia, Guam, the Virgin Islands and Puerto Rico) to resell the
shares of common stock you purchase in this offering. However, four states
do impose filing requirements on the Company: Michigan, New Hampshire, Texas and
Vermont. The Company intends, at its own cost, to make the required notice
filings in Michigan, New Hampshire, Texas and Vermont immediately after filings
its Form 8-A with the SEC.
The
Company does not intend to seek registration or qualification of its shares of
common stock the subject of this offering in any State or territory of the
United States. Aside from a “secondary trading” exemption, other
exemptions under state law and the laws of US territories may be available to
purchasers of the shares of common stock sold in this offering,
10
ANTI-TAKEOVER
EFFECTS OF CERTAIN PROVISIONS OF NEVADA STATE LAW HINDER A POTENTIAL TAKEOVER OF
ODENZA CORP.
Though
not now, in the future we may become subject to Nevada’s control share law. A
corporation is subject to Nevada’s control share law if it has more than 200
stockholders, at least 100 of whom are stockholders of record and residents of
Nevada, and it does business in Nevada or through an affiliated corporation. The
law focuses on the acquisition of a “controlling interest” which means the
ownership of outstanding voting shares sufficient, but for the control share
law, to enable the acquiring person to exercise the following proportions of the
voting power of the corporation in the election of directors:
(i)
one-fifth or more but less than one-third, (ii) one-third or more but less than
a majority, or (iii) a majority or more. The ability to exercise such voting
power may be direct or indirect, as well as individual or in association with
others.
The
effect of the control share law is that the acquiring person, and those acting
in association with it, obtains only such voting rights in the control shares as
are conferred by a resolution of the stockholders of the corporation, approved
at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other
stockholders. Thus, there is no authority to strip voting rights from the
control shares of an acquiring person once those rights have been approved. If
the stockholders do not grant voting rights to the control shares acquired by an
acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those
shares themselves do not acquire a controlling interest, their shares do not
become governed by the control share law.
If
control shares are accorded full voting rights and the acquiring person has
acquired control shares with a majority or more of the voting power, any
stockholder of record, other than an acquiring person, who has not voted in
favor of approval of voting rights is entitled to demand fair value for such
stockholder’s shares.
Nevada’s
control share law may have the effect of discouraging takeovers of the
corporation.
In
addition to the control share law, Nevada has a business combination law which
prohibits certain business combinations between Nevada corporations and
“interested stockholders” for three years after the “interested stockholder”
first becomes an “interested stockholder,” unless the corporation’s board of
directors approves the combination in advance. For purposes of Nevada law, an
“interested stockholder” is any person who is (i) the beneficial owner, directly
or indirectly, of ten percent or more of the voting power of the outstanding
voting shares of the corporation, or (ii) an affiliate or associate of the
corporation and at any time within the three previous years was the beneficial
owner, directly or indirectly, of ten percent or more of the voting power of the
then outstanding shares of the corporation. The definition of the term “business
combination” is sufficiently broad to cover virtually any kind of transaction
that would allow a potential acquiror to use the corporation’s assets to finance
the acquisition or otherwise to benefit its own interests rather than the
interests of the corporation and its other stockholders.
The
effect of Nevada’s business combination law is to potentially discourage parties
interested in taking control of Odenza Corp. from doing so if it cannot obtain
the approval of our board of directors.
BECAUSE
WE DO NOT INTEND TO PAY ANY CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS
WILL NOT BE ABLE TO RECEIVE A RETURN ON THEIR SHARES UNLESS THEY SELL
THEM.
We intend
to retain any future earnings to finance the development and expansion of our
business. We do not anticipate paying any cash dividends on our common stock in
the foreseeable future. Unless we pay dividends, our stockholders will not be
able to receive a return on their shares unless they sell them. There is no
assurance that stockholders will be able to sell shares when
desired.
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 stockholders. We will not receive any of the
proceeds from the sale of the common shares being offered for sale by the
selling security holders.
11
DETERMINATION
OF THE OFFERING PRICE
The
selling shareholders will sell our shares at $0.10 per share until our shares
are quoted on the OTCBB, and thereafter at prevailing market prices or privately
negotiated prices. This price was arbitrarily determined by us.
SELLING
SECURITY HOLDERS
The
following table sets forth the shares beneficially owned, as of April 12, 2010,
by the selling security holders prior to the offering by existing shareholders
contemplated by this prospectus, the number of shares each selling security
holder is offering by this prospectus and the number of shares which each would
own beneficially if all such offered shares are sold.
Beneficial
ownership is determined in accordance with Securities and Exchange Commission
rules. Under these rules, a person is deemed to be a beneficial owner of a
security if that person has or shares voting power, which includes the power to
vote or direct the voting of the security, or investment power, which includes
the power to vote or direct the voting of the security. The person is also
deemed to be a beneficial owner of any security of which that person has a right
to acquire beneficial ownership within 60 days. Under the Securities and
Exchange Commission rules, more than one person may be deemed to be a beneficial
owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment
power.
The
percentages below are calculated based on 1,160,000 shares of our common stock
issued and outstanding as of April 12, 2010. We do not have any outstanding
options, warrants or other securities exercisable for or convertible into shares
of our common stock.
Name of
Selling Shareholder
|
Shares
Owned
Before
the Offering
|
Total
Number of
Shares to be
Offered for
the
Security
Holder’s
Account
|
Total Shares
Owned After
the
Offering is
Complete
|
Percentage of
Shares owned
After
the Offering is
Complete
|
||||||||||||
Thomas
Alabakis
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Kerrie
Brearley
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Lawrence
Chan
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Shreekunj
Chandak
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Michael
Clifton-Jones
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Shu
Ying Feng
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Christopher
Gore
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Paul
Hill
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Rhian
Jeggo
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Tarun
Khemchandani
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Divesh
Lachwani
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Nicole
Lee
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Ruth
McIlroy
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Adam
McKenzie
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Elaine
McKenzie
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Hayley
Mitchell
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Hayley
Moss
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Joel
Murphy
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Anthony
Newton
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Marcus
Nicholson
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Nazima
Rangwala
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Soyeb
Rangwala
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Christopher
Reynolds
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Daniel
Roberts
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Sinha
Sharoon
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Matthew
Valentine
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
John
Vaughan
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Laurience
Vaughan
|
40,000 | 40,000 | 0 | 0 | ||||||||||||
Total
|
1,160,000 | 1,160,000 | 0 | 0 |
12
None of
the selling shareholders has a relationship with us other than as a shareholder,
has ever been one of our officers or directors, or is a broker-dealer registered
under the Securities Exchange Act, as amended, or an affiliate of such a
broker-dealer.
We may
require the selling stockholders to suspend the sales of the securities offered
by this prospectus upon the occurrence of any event that makes any statement in
this prospectus, or the related registration statement, untrue in any material
respect, or that requires the changing of the statements in these documents in
order to make statements in those documents not misleading. We will file a
post-effective amendment to the registration statement to reflect any such
material changes to this prospectus.
PLAN
OF DISTRIBUTION
As of the
date of this prospectus, there is no market for our securities. After the date
of this prospectus, we expect to have an application filed with the Financial
Industry Regulatory Authority for our common stock to be eligible for trading on
the OTC Bulletin Board. Until our common stock becomes eligible for trading on
the OTC Bulletin Board, the selling security holders will be offering our shares
of common stock at a fixed price of $0.10 per common share. After our common
stock becomes eligible for trading on the OTC Bulletin Board, the selling
security holders may, from time to time, sell all or a portion of the shares of
common stock on OTC Bulletin Board, in privately negotiated transactions or
otherwise. After our common stock becomes eligible for trading on the OTC
Bulletin Board, such sales may be at fixed prices prevailing at the time of
sale, at prices related to the market prices or at negotiated
prices.
After our
common stock becomes eligible for trading on the OTC Bulletin Board, the shares
of common stock being offered for resale by this prospectus may be sold by the
selling security holders by one or more of the following methods, without
limitation:
*
ordinary brokerage transactions and transactions in which the broker solicits
purchasers;
*
privately negotiated transactions;
* market
sales (both long and short to the extent permitted under the federal securities
laws);
* at the
market to or through market makers or into an existing market for the
shares;
* through
transactions in options, swaps or other derivatives (whether exchange listed or
otherwise); and
* a
combination of any of the aforementioned methods of sale.
In the
event of the transfer by any of the selling security holders of its shares of
common stock to any pledgee, donee or other transferee, we will amend this
prospectus and the registration statement of which this prospectus forms a part
by the filing of a post-effective amendment in order to have the pledgee, donee
or other transferee in place of the selling security holder who has transferred
his, her or its shares.
In effecting sales,
brokers and dealers engaged by the selling security holders may arrange for
other brokers or dealers to participate. Brokers or dealers may receive
commissions or discounts from a selling security holder or, if any of the
broker-dealers act as an agent for the purchaser of such shares, from a
purchaser in amounts to be negotiated which are not expected to exceed those
customary in the types of transactions involved. Before our common stock becomes
eligible for trading on the OTC Bulletin Board, broker-dealers may agree with a
selling security holder to sell a specified number of the shares of common stock
at a price per share of $0.10. After our common stock becomes eligible for
trading on the OTC Bulletin Board, broker-dealers may agree with a selling
security holder to sell a specified number of the shares of common stock at a
stipulated price per share. Such an agreement may also require the broker-dealer
to purchase as principal any unsold shares of common stock at the price required
to fulfill the broker-dealer commitment to the selling security holder if such
broker-dealer is unable to sell the shares on behalf of the selling security
holder. Broker-dealers who acquire shares of common stock as principal may
thereafter resell the shares of common stock from time to time in transactions
which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above. After our
common stock becomes eligible for trading on the OTC Bulletin Board, such sales
by a broker-dealer could be at prices and on terms then prevailing at the time
of sale, at prices related to the then-current market price or in negotiated
transactions. In connection with such re-sales, the broker-dealer may pay to or
receive from the purchasers of the shares commissions as described
above.
13
The
selling security holders and any broker-dealers or agents that participate with
the selling security holders in the sale of the shares of common stock may be
deemed to be “underwriters” within the meaning of the Securities Act in
connection with these sales. In that event, any commissions received by the
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
From time
to time, any of the selling security holders may pledge shares of common stock
pursuant to the margin provisions of customer agreements with brokers. Upon a
default by a selling security holder, their broker may offer and sell the
pledged shares of common stock from time to time. After our common stock becomes
eligible for trading on the OTC Bulletin Board, upon a sale of the shares of
common stock, the selling security holders intend to comply with the prospectus
delivery requirements under the Securities Act by delivering a prospectus to
each purchaser in the transaction. We intend to file any amendments or other
necessary documents in compliance with the Securities Act that may be required
in the event any of the selling security holders defaults under any customer
agreement with brokers.
To the
extent required under the Securities Act, a post effective amendment to this
registration statement will be filed disclosing the name of any broker-dealers,
the number of shares of common stock involved, the price at which the shares of
common stock is to be sold, the commissions paid or discounts or concessions
allowed to such broker-dealers, where applicable, that such broker-dealers did
not conduct any investigation to verify the information set out or incorporated
by reference in this prospectus and other facts material to the
transaction.
We and
the selling security holders will be subject to applicable provisions of the
Exchange Act and the rules and regulations under it, including, without
limitation, Rule 10b-5 and, insofar as a selling security holder is a
distribution participant and we, under certain circumstances, may be a
distribution participant, under Regulation M. All of the foregoing may affect
the marketability of the shares of common stock.
All
expenses of the registration statement including, but not limited to, legal,
accounting, printing and mailing fees are and will be borne by us. Any
commissions, discounts or other fees payable to brokers or dealers in connection
with any sale of the shares of common stock will be borne by the selling
security holders, the purchasers participating in such transaction, or
both.
Any
shares of common stock covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act, as amended, may be sold under
Rule 144 rather than pursuant to this prospectus.
PENNY
STOCK RULES
The
Securities Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in “penny stocks” as
such term is defined by Rule 15g-9. Penny stocks are generally equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system).
The
shares offered by this prospectus constitute penny stock under the Securities
and Exchange Act. The shares will remain penny stock for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his or her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in our company will be
subject to the penny stock rules.
14
The penny
stock rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from those rules, deliver a standardized risk disclosure
document prepared by the Commission, which: (i) contains a description of
the nature and level of risk in the market for penny stocks in both public
offerings and secondary trading; (ii) contains a description of the
broker’s or dealer’s duties to the customer and of the rights and remedies
available to the customer with respect to a violation to such duties or other
requirements of Securities’ laws; (iii) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and significance of the spread between the bid and ask price; (iv) contains
a toll-free telephone number for inquiries on disciplinary actions;
(v) defines significant terms in the disclosure document or in the conduct
of trading in penny stocks; and (vi) contains such other information and is
in such form as the Commission shall require by rule or regulation. The
broker-dealer also must provide to the customer, prior to effecting any
transaction in a penny stock, (i) bid and offer quotations for the penny
stock; (ii) the compensation of the broker-dealer and its salesperson in
the transaction; (iii) the number of shares to which such bid and ask
prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (iv) monthly account statements
showing the market value of each penny stock held in the customer’s
account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser’s written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
REGULATION
M
During
such time as we may be engaged in a distribution of any of the shares we are
registering by this registration statement, we are required to comply with
Regulation M. In general, Regulation M precludes any selling security holder,
any affiliated purchasers and any broker-dealer or other person who participates
in a 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 defines a
“distribution” as an offering of securities that is distinguished from ordinary
trading activities by the magnitude of the offering and the presence of special
selling efforts and selling methods. Regulation M also defines a
“distribution participant” as an underwriter, prospective underwriter,
broker, dealer, or other person who has agreed to participate or who is
participating in a distribution.
Regulation
M under the Exchange Act prohibits, with certain exceptions, participants in a
distribution from bidding for or purchasing, for an account in which the
participant has a beneficial interest, any of the securities that are the
subject of the distribution. Regulation M also governs bids and purchases made
in order to stabilize the price of a security in connection with a distribution
of the security. We have informed the selling shareholders that the
anti-manipulation provisions of Regulation M may apply to the sales of their
shares offered by this prospectus, and we have also advised the selling
shareholders of the requirements for delivery of this prospectus in connection
with any sales of the common stock offered by this prospectus.
DESCRIPTION
OF SECURITIES
ORGANIZATION
WITHIN THE LAST FIVE YEARS
On July
16, 2009, the Company was incorporated under the laws of the State of Nevada. We
are engaged in the business of acquisition, exploration and development of
natural resource properties.
William
O’Neill has served as our President and Chief Executive Officer, Secretary and
Treasurer, from July 16, 2009, until the current date. Our board of
directors is comprised of one person: William
O’Neill.
15
We are
authorized to issue 75,000,000 shares of common stock, par value $.001 per
share. In November 2009, we issued 2,500,000 shares of common stock to our
director. Said issuance was paid at a purchase price of the par value
per share or a total of $2,500.
On
September 25, 2009 we entered into a Mineral Property Option Agreement whereby
we have the right to acquire a100% interest in an anticipated- to-be-granted
Prospecting License P21/709, located in the Murchison Mineral-filed in Western
Australia and known as the Island Project Lake Austin. The option
agreement requires us to make an initial cash payment of AUD$4,000 (US$3,680),
which we paid on September 25, 2009. The option agreement has an
exercise price of approximately fifty thousand AUD$50,000 (US$46,000) cash to be
paid if exercised by the Company. We retained a consulting geologist
to prepare an evaluation report on the prospects. We intend to conduct
exploratory activities on the claim and if feasible, develop the
prospects.
IN
GENERAL
We are an
exploration stage company engaged in the acquisition and exploration of mineral
properties. We currently hold an option to acquire for AUS$50,000 (US$46,000) a
100% undivided interest Prospecting License P21/709 located in the Murchison
Mineral-filed in Western Australia and known as the Island Project Lake
Austin. We are currently conducting mineral exploration activities on
the Island Project Lake Austin in order to assess whether it contains any
commercially exploitable mineral reserves. Currently there are no
known mineral reserves on the Island Project Lake Austin.
We have
not earned any revenues to date. Our independent auditor has issued
an audit opinion which includes a statement expressing substantial doubt as to
our ability to continue as a going concern. The source of information contained
in this discussion is our geology report prepared Gregory Curnow, B. SC
(Geology), M AusIMM, dated November 12, 1099.
There is
the likelihood of our mineral claim containing little or no economic
mineralization or reserves of gold and other minerals. We are presently in the
exploration stage of our business and we can provide no assurance that any
commercially viable mineral deposits exist on our mineral claims, that we will
discover commercially exploitable levels of mineral resources on our property,
or, if such deposits are discovered, that we will enter into further substantial
exploration programs. Further exploration is required before a final
determination can be made as to whether our mineral claims possess commercially
exploitable mineral deposits. If our claim does not contain any reserves all
funds that we spend on exploration will be lost.
POTENTIAL
ACQUISITION OF THE ISLAND PROJECT LAKE AUSTIN
In
September 25, 2009, we purchased an option to acquire a 100% undivided interest
in a mineral claim known as Prospecting License P21/709 located in the Murchison
Mineral-filed in Western Australia and known as the Island Project Lake Austin,
for a price of AUD$4,000 (US$3,600). The mineral claim underlying the
option, however, has not yet been granted by the Department of Mines and
Petroleum, Western Australia, who have advised that Prospecting License P21/709
will be granted subject to any objections. Native Title notice to
relevant parties to declare their interest and to fulfill heritage protocol has
been executed between the parties. The four month period for any objections to
be lodged expires on April 30, 2010, and in the event there are no objections,
the Department will proceed to formally grant the Prospecting License P21/709 in
May 2010.
We
engaged Gregory Curnow, B. SC (Geology). M AusIMM, to prepare a geological
evaluation report on the Island Project Lake Austin. Mr. Curnow is a consulting
professional geologist and Member of the Australasian Institute of Mining &
Metallurgy. Mr. Curnow attended Monash University, Melbourne, Australia and
graduated in 1986 with Bachelor of Science degree in
geology.
The work
completed by Mr. Curnow in preparing the geological report consisted of a review
of geological data from previous exploration within the region. The acquisition
of this data involved the research and investigation of historical files to
locate and retrieve data information acquired by previous exploration companies
in the area of the mineral claims.
16
We
received the geological evaluation report on the Island Project Lake Austin
entitled “Evaluation Report, P 21/709, Lake Austin Project, Western Australia”
prepared by Mr. Curnow on February 13, 2008. The geological report summarizes
the results of the history of the exploration of the mineral claims, the
regional and local geology of the mineral claims and the mineralization and the
geological formations identified as a result of the prior exploration. The
geological report also gives conclusions regarding potential mineralization of
the mineral claims and recommends a further geological exploration program on
the mineral claims. The description of the Island Project Lake Austin provided
below is based on Ms. Curnow’s report.
DESCRIPTION OF
PROPERTY
The
property on which the Company has an option and on which the net proceeds of the
offering will be spent, is the Lake Austin prospect which is comprised of one
located mineral claim, Prospecting License 21/709. The Lake Austin
prospect is in the Day Dawn district of the Murchison Mineral Fields
approximately 550 kilometers north north-east of Perth. The nearest towns are
the mining centers of Cue 25 kilometers to the north and Mt Magnet 50 kilometers
to the south.
The
license occurs in the central part of Lake Austin adjacent to an area known as
the Island. The Island covers an area of about eight square kilometers and is
approximately five kilometers from north to south and two kilometers across its
widest point. The highest ridge on the Island rises approximately 50
meters
above the
lake floor.
The Great
Northern Highway crosses Lake Austin via the Island and a causeway connects the
Island to the mainland. A graded track leads from the highway to Mining Lease M
21/66 from which access to Prospecting License P 21/709 is
obtained.
The
license was applied for by Victor Caruso on July 12, 2009 and covers
approximately 140 hectares of salt lake ground at Lake Austin.
[remainder
of page intentionally left blank]
17
18
PHYSIOGRAPHY,
CLIMATE, VEGETATION & WATER
The Lake
Austin prospect is situated in the state of Western Australia, Australia, at the
southern end of the Sheep Mountain Range, a north-south trending range of
mountains with peaks reaching an elevation of 4,184 feet. The western portion of
the claim covers a plateau-like area with the northeastern portion of descending
elevations to a local valley and road. Elevations within the confines of the
Claim are within the range of 300 feet.
The area
is of a typically desert climate and relatively high temperature and low
precipitation. Vegetation consists mainly of desert shrubs and cactus. Sources
of water would be available from valley wells.
PROPERTY
HISTORY
Gold was
discovered in the district in 1898 and production commenced on the Island in
1892. The initial gold rush was based on surface alluvium and the gold was
followed downhill into Lake Austin and also traced uphill to its source. A
number of parties worked these new prospecting shafts until mining companies,
mainly London based, moved in and commenced production on a more sophisticated
scale. The main production came from the Golconda and Island Eureka mines,
though these operations were relatively short lived, with the main production
being between 1897 and 1905. Although a number of prospectors continued to
operate in the area, it was not until the state’s second gold rush, which
occurred when the price of gold began to rise in 1930, that the area again began
attracting mining companies.
In 1934,
New Golconda Gold Mines NL (“New Golconda”) was formed to take over the
operations of prospectors who had been active in an area adjacent to the old
workings. This new operation was relatively short lived, with
production for the period 1935 to 1937 totaling 5101 tons for 38.5 kilograms of
gold (average 7.5 g/t Au). Records from the Department of Mines show
that up to 1954 the Island produced 52,203 ounces of gold from 37,900 tons of
hard rock ore. In addition, 3,738 ounces were recorded from alluvial
deposits. Interest in the area was again revived during the state’s
third gold rush. In 1981, Golconda Limited was floated to further
test the gold potential of the Island. New Golconda entered into a
joint venture with CSR Limited, which conducted a limited drilling program for
possible extensions to the areas of known gold mineralization. They
also tested some of the alluvial gold areas before
withdrawing. Golconda Limited continued with a further limited
drilling program and mined some of the alluvial deposits on the eastern side of
the Island before deciding the operation was not economical at that
stage.
The
largest mines on the Island are the adjoining Golconda and Island Eureka, which
account for more than 75% of all ore mined to date. They were first
worked during the eighteen nineties and were abandoned by
1905. Official production figures record the recovery of 610
kilograms of gold from 10,300 tons of ore from the Golconda mine and 550
kilograms of gold from 14,134 tons of ore from the Island Eureka
mine. Records on the mining during this period are fragmented and, as
a consequence, a certain mystique grew up about the supposed grade at the
bottom of the workings.
As a
result of lack of tenement status no exploration activity has been carried
out on the Island for 11 years, however, on adjoining mining lease M21/66
(The New Orient) progressive exploration drilling and sampling operations
from 1996 has had success in identifying a new source of BIF primary gold
mineralization.
REGIONAL
GEOLOGY
The
portion of the Golconda Formation exposed in the Project Area forms part of a
steep westerly dipping limb of a north trending and north plunging
anticline. Geologically the Island consists of two contrasting halves
with the eastern side, where all the old workings are located, consisting of a
series of ridges that run the full length of the Island.
19
The
stratigraphic succession is reasonably well known. In contrast, the western side
of the Island has no outcrop and, until recently received little attention. A
series of rotary air-blast holes along widely spaced traverses encountered
ultramafic rocks that displayed signs of shearing. This program was followed by
15 angled reverse circulation air core drill holes. Most of the drilling was
west of the Project Area but they also encountered ultramafics. The Golconda
Formation on the eastern side of the Island has been divided into five
lithostratigraphic units.
Quartz
veining is common in the BIF and mafic volcanics. Some geologists
suggest that the veins represent axial plane fracture filling of various fold
structures generally trending north. However, auriferous quartz veins with other
orientations occur on the Island.
One
geologist notes the existence of irregular quartz reefs which adopt “a somewhat
tortuous course” Yet another geologist reports the presence of an east striking
quartz reef at the Chicago workings and indicates that it was very rich in gold
where it intersected a large north striking reef.
Three
sets of faults are present locally and include a set of strike slip faults and
two sets of cross faults; one set trending east- northeast and the other
trending west- northwest. The strike slip faults are most commonly developed in
the mafic volcanics and are potential sites for gold
mineralization.
Figure 2: Project Area
Geology
20
Unit
|
Description
|
Associated Mine
|
||
Camp
Dolerite
|
Coarse
grained dolerite and gabbro intruding most stratigraphic
formation
|
|||
Austin
Trigg series
|
Mafic
volcanic/sediments, banded iron formation(carbonate facies) Mafic
volcanic/sediments with dolerite BIF (carbonate facies)
|
|||
Eureka
Series
|
Mafic
volcanic /sediments with dolerite Mafic volcanic BIF
sequence(sulphide-carbonate facies Mafic volcanic /sediments with dolerite
BIF (oxide facies)
|
Eureka,
Golconda Hevrons, Baxters
|
||
Miners
Hut series
|
Mafic
volcanic banded iron formation ( carbonate facies) Mafic volcanic
/sediments with dolerite BIF (silicate-sulphide-carbonate facies) Mafic
volcanic /sediment. Banded iron formation with dolerite BIF
(oxide-sulphide facies)
|
Golconda
Golconda, Scottish Chief Evening Star
|
||
Ironclad
series
|
Mafic
volcanic /sediments with dolerite BIF ( sulphide-carbonate facies) Mafic
volcanic sediment with dolerite BIF/chert (oxide-silicate facies and mafic
volcanic black shale) BIF/chert (oxide silicate facies) Rhyolite. Mafic
volcanic /sediment with dolerite
|
Ironclad,
Chicago Shamrock, Orient
|
||
Lake
Basalt
|
|
Pyroclastics
and basalt
|
|
Table
2: Subdivision of the Golconda Formation
Mineralization
Gold
mineralization on the Island is associated with the Archaean basement, though
there is alluvial mineralization associated with the overlaying Cainozoic
sediments. The basement mineralization can be broken up into three
types.
• Vein Gold
Deposits
Most past
production has been based on gold mineralization associated with quartz veins.
These occupy narrow shear zones, faults and tension fractures in the
inter-bedded mafic metavolcanics and banded iron formation.
The
quartz veins are generally parallel to the banded iron formation but dip at a
slightly flatter angle (see Fig 3a, 3b, and 3c).
In the
case of the Golconda mine, past drilling indicates that there is a flattening of
the dip of the quartz vein at depth (Fig 3c). The gold mineralization increases
where the quartz veins are close to, or in contact with, the banded iron
formation.
• Mafic Hosted Shear
Zones
This type
of mineralization was intersected in CSR’s drillhole RC49, which bottomed out in
a shear zone consisting of chlorite schist and contained 3.38 g/t Au over the
last meter (Fig 3c).
As far as
is known, this is the only known occurrence of this type
of mineralization.
• Banded Iron
Formation
Generally,
gold mineralization in banded iron formation is associated with quartz veining.
Surface sampling of BIF by BHP Minerals failed to detect gold bearing horizons
(Williams 1980).
However,
Rafty Scott (1983) report disseminated gold mineralization in a
sulphide-carbonate facies of BIF in a diamond drill hole just north of the
Ironclad mine (Fig 3b).
21
This
occurrence is in the oxidized zone and the highest value recorded was 8.74 g/t
Au over 0.5 meter.
EXPLORATION
POTENTIAL
The
exploration potential of project area is based on the substantial past
production and known, widespread occurrence of gold on the Island itself (Lake
Austin Gold Mining Centre). It is highlighted by similar widespread
mineralization at the adjacent Mainland and Moyagee Gold Mining Centres, as well
as the major production of the whole mining district (Day Dawn Mining
District).
In spite
of the high potential, the project area is under explored and this is reflected
in the lack of specific knowledge of mineralization controls. It is
expected that such control will be partly structural and partly
ithologic/stratigraphic. Therefore the Company has adopted six
conceptual targets as follows:
• Ultramafic
On the
basis of the regional geology a major shear zone around the western perimeter of
the Golconda Formation can be postulated. This zone would roughly parallel the
Mt Magnet and Day Dawn Shear Zones and would be consistent with the linear
distribution of gold parallel to the western margin of the Golconda Formation in
this area. The recent discovery of gold in ultramafics along the Austin Line
(Perilya Mines NL) further to the south at Moyagee highlights the gold
potential.
• Banded Iron Formation
Suite
The
exploration work on the BIF by two geologists shows gold mineralization in five
separate stratigraphic horizons, through the entire structure (Table
2).
Although
a gold resource has been identified in the BIF at the New Orient mine, factors
controlling gold mineralization within the BIF horizons are not yet totally
understood. BIF horizons should be traced along the Island into the Licence and
its gold potential fully explored.
• Shear Zones within the Mafic
Volcanics
The
drilling program completed by CSR Limited indicated that strike faults are
relatively common within the mafic volcanics and that the shear zones associated
with them are potentially auriferous.
Drillhole
RC49 bottomed in one such shear auriferous shear zone with the bottom meter
containing 3.38 g/t Au (Fig 3c). Mafic volcanics are predominate in the section
on the eastern side of the Island, but are poorly exposed and as a result have
not been extensively explored.
• Gold Mineralization Associated with
Cross Faults
At this
stage it is not known what role, if any, the cross faults play in gold
mineralization on the Island and in the Project Area.
Two
geologists have already observed that most production from BIF on the Island has
come from structurally complex areas bounded by northeasterly and west-north
westerly striking faults and mafic intrusions.
Nine such
unexplored fault zones are prominent on the Island and should be explored over
their full length, including the projected area where they would intersect the
ultramafics.
• Fault Zones
The
richest ore shoots in the banded iron formation were associated with tight
folds, possibly drag folds, which parallel the plunge of the main fold, to the
north.
22
Mapping
by two geologists shows a series of folds extending in a south- southeast
direction from the Golconda mine. The identification of fold
zones should be explored for in the Project Area.
• Placer Deposits
The
onshore auriferous alluvials were shown to extend beneath the lake sediments by
the early prospectors. These should be pursued, particularly in the
shallower areas, for detrital and re-precipitated gold. The pursuit of
gravel-filled channels beneath the lake clays further from the shore should also
be regarded as a prime exploration target. A great deal of new information
is now available on the deposition of hydrochemical gold in sediments (Morgan,
1992). Palaeoalluvial deposits have been significant producers in
Western Australia, such as at Ora Banda and Higginsville.
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of page intentionally left blank]
23
Figure 3: Drilling
Cross-Sections
24
CONDITIONS
TO RETAIN TITLE TO THE CLAIM
State and
local regulations will require a yearly maintenance fee to keep the claim to
Island Project Lake Austin in good standing. Yearly maintenance fees
of AUD$15,000 (US$13,800) payable to the Department of Mines and Petroleum
Western Australia, and AUD$1,500 (US$1,380) payable to the Shire of Ashburton,
are payable prior to the anniversary of the claim to keep the claim in good
standing for an additional year.
COMPETITIVE
CONDITIONS
The
mineral exploration business is an extremely competitive industry. We are
competing with many other exploration companies looking for minerals. We are a
very early stage mineral exploration company and a very small participant in the
mineral exploration business. Being a junior mineral exploration company, we
compete with other companies like ours for financing and joint venture partners.
Additionally, we compete for resources such as professional geologists, camp
staff, helicopters and mineral exploration supplies.
GOVERNMENT
APPROVALS AND RECOMMENDATIONS
We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in Australia,
the state of Western Australia and the Shire of Ashburton.
COSTS
AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
We
currently have no costs to comply with environmental laws concerning our
exploration program. We will also have to sustain the cost of reclamation and
environmental remediation for all work undertaken which causes sufficient
surface disturbance to necessitate reclamation work. Both reclamation and
environmental remediation refer to putting disturbed ground back as close to its
original state as possible. Other potential pollution or damage must be
cleaned-up and renewed along standard guidelines outlined in the usual permits.
Reclamation is the process of bringing the land back to a natural state after
completion of exploration activities. Environmental remediation refers to the
physical activity of taking steps to remediate, or remedy, any environmental
damage caused, i.e. refilling trenches after sampling or cleaning up fuel
spills. Our initial programs do not require any reclamation or remediation other
than minor clean up and removal of supplies because of minimal disturbance to
the ground. The amount of these costs is not known at this time as we do not
know the extent of the exploration program we will undertake, beyond completion
of the recommended three phases described above. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on our
earnings or competitive position in the event a potentially economic deposit is
discovered.
EMPLOYEES
We
currently have no employees other than our directors. We intend to retain the
services of geologists, prospectors and consultants on a contract basis to
conduct the exploration programs on our mineral claims and to assist with
regulatory compliance and preparation of financial statements.
OUR
EXECUTIVE OFFICES
Our
executive offices are located at 1802 North Carson Street, Suite 108, Carson
City, Nevada 89701
LEGAL
PROCEEDINGS
There are
no pending legal proceedings to which the Company is a party or in which any
director, officer or affiliate of the Company, any owner of record or
beneficially of more than 5% of any class of voting securities of the Company,
or security holder is a party adverse to the Company or has a material interest
adverse to the Company. The Company’s mineral claim is not the subject of any
pending legal proceedings.
25
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
MARKET
INFORMATION
ADMISSION
TO QUOTATION ON THE OTC BULLETIN BOARD
We intend
to have our common stock be quoted on the OTC Bulletin Board. If our securities
are not quoted on the OTC Bulletin Board, a security holder may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of our securities. The OTC Bulletin Board differs from national and regional
stock exchanges in that it:
(1) is
not situated in a single location but operates through communication of bids,
offers and confirmations between broker-dealers, and (2) securities admitted to
quotation are offered by one or more Broker-dealers rather than the “specialist”
common to stock exchanges.
To
qualify for quotation on the OTC Bulletin Board, an equity security must have
one registered broker-dealer, known as the market maker, willing to list bid or
sale quotations and to sponsor the company listing. We do not yet have an
agreement with a registered broker-dealer, as the market maker, willing to list
bid or sale quotations and to sponsor the Company listing. If the Company meets
the qualifications for trading securities on the OTC Bulletin Board our
securities will trade on the OTC Bulletin Board until a future time, if at all,
that we apply and qualify for admission to quotation on the NASDAQ Capital
Market. We may not now and it may never qualify for quotation on the OTC
Bulletin Board or be accepted for listing of our securities on the NASDAQ
Capital Market.
TRANSFER
AGENT
We have
not retained a transfer agent to serve as transfer agent for shares of our
common stock. Until we engage such a transfer agent, we will be responsible for
all record-keeping and administrative functions in connection with the shares of
our common stock.
HOLDERS
As of
April 12, 2010, the Company had 3,360,000 shares of our common stock issued and
outstanding held by 30 holders of record.
The
selling stockholders are offering hereby up to 1,160,000 shares of common stock
at an exercise price of $0.10 per share.
DIVIDEND
POLICY
We have
not declared or paid dividends on our common stock since our formation, and we
do not anticipate paying dividends in the foreseeable future. Declaration or
payment of dividends, if any, in the future, will be at the discretion of our
Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant by
the Board of Directors. There are no contractual restrictions on our ability to
declare or pay dividends. See the Risk Factor entitled “ BECAUSE WE DO NOT INTEND TO PAY ANY
CASH DIVIDENDS ON OUR COMMON STOCK, OUR STOCKHOLDERS WILL NOT BE ABLE TO RECEIVE
A RETURN ON THEIR SHARES UNLESS THEY SELL THEM.” on page 10.
SECURITIES
AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have
no equity compensation or stock option plans. We may in the future adopt a stock
option plan as our mineral exploration activities progress.
26
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATION
Certain
statements contained in this prospectus, including statements regarding the
anticipated development and expansion of our business, our intent, belief or
current expectations, primarily with respect to the future operating performance
of the Company and the products we expect to offer and other statements
contained herein regarding matters that are not historical facts, are
“forward-looking” statements. Future filings with the Securities and Exchange
Commission, future press releases and future oral or written statements made by
us or with our approval, which are not statements of historical fact, may
contain forward-looking statements, because such statements include risks and
uncertainties, actual results may differ materially from those expressed or
implied by such forward-looking statements.
All
forward-looking statements speak only as of the date on which they are made. We
undertake no obligation to update such statements to reflect events that occur
or circumstances that exist after the date on which they are made.
PLAN
OF OPERATION
Our plan
of operation for the twelve months following the date of this prospectus is to
locate, investigate and possibly acquire rights to mine various claims. Total
expenditures over the next 12 months are therefore expected to be approximately
$210.508. If we experience a shortage of funds prior to funding we may utilize
funds from our director, however he has no formal commitment, arrangement or
legal obligation to advance or loan funds to the company.
BUDGET
ACCOUNTING
AND AUDIT PLAN
We intend
to continue to have our Chief Financial Officer prepare our quarterly and annual
financial statements and have these financial statements reviewed or audited by
our independent auditor. Our independent auditor is expected to charge us
approximately $1,500 to review our quarterly financial statements and
approximately $3,000 to audit our annual financial statements. In the next
twelve months, we anticipate spending approximately $11,000 to pay for our
accounting and audit requirements.
SEC
FILING PLAN
We intend
to become a reporting company in 2010 after our registration statement on Form
S-1 is declared effective. This means that we will file documents with the
United States Securities and Exchange Commission on a quarterly
basis.
We expect
to incur filing costs of approximately $1,000 per quarter to support our
quarterly and annual filings. In the next twelve months, we anticipate spending
approximately $10,000 for legal costs in connection with our three quarterly
filings, annual filing, and costs associated with filing the registration
statement to register our common stock.
RESULTS
OF OPERATIONS
We have
had no operating revenues since our inception on July 16, 2009, through January
31, 2010. Our activities have been financed from the proceeds of share
subscriptions. From our inception to January 31, 2010 we have raised a total of
$31,500 from private offerings of our common stock. All such private
offerings were made in reliance on the exemption from registration afforded by
Rule 903(b)(3) of Regulation S, promulgated pursuant to the Securities Act of
1933, as amended. The Company made all offers and sales
offshore of the US, to non-US persons, with no directed selling efforts in the
US, and were offering restrictions were implemented.
For the
period from inception to January 31, 2010, we incurred total expenses of $7,842,
consisting of general and administrative expenses of $7,842.
27
LIQUIDITY
AND CAPITAL RESOURCES
At
January 31, 2010, we had a cash balance of $31,284. We believe that we have
enough cash on hand to complete our plans for the next 12 months.
If additional funds become
required, the additional funding will likely come from equity financing from the
sale of our common stock. If we are successful in completing an equity
financing, existing shareholders will experience dilution of their interest in
our Company. We do not have any financing arranged and we cannot provide
investors with any assurance that we will be able to raise sufficient funding
from the sale of our common stock to fund our exploration activities. In the
absence of such financing, our business will fail.
There are
no assurances that we will be able to achieve further sales of our common stock
or any other form of additional financing. If we are unable to achieve the
financing necessary to continue our plan of operations, then we will not be able
to continue our exploration of the Claims and our business will
fail.
GOING
CONCERN CONSIDERATION
We have
not generated any revenues since inception. As of January 31, 2010, the Company
had accumulated losses of $8,058. Our independent auditors included an
explanatory paragraph in their report on the accompanying financial statements
regarding concerns about our ability to continue as a going concern. Our
financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our independent auditors. Our
financial statements do not include any adjustments related to the
recoverability or classification of asset-carrying amounts or the amounts and
classifications of liabilities that may result should the Company be unable to
continue as a going concern.
OFF
BALANCE SHEET ARRANGEMENTS.
We have
no off-balance sheet arrangements including arrangements that would affect our
liquidity, capital resources, market risk support and credit risk support or
other benefits.
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
BASIS
OF PRESENTATION
The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company’s fiscal year-end is January
31.
CASH
AND CASH EQUIVALENTS
The
Company considers all highly liquid investments with original maturity of three
months or less to be cash equivalents.
USE
OF ESTIMATES AND ASSUMPTIONS
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
EXPLORATION STAGE
COMPANY
The
Company complies with Accounting Standards Codification (“ASC”) 915 “Development
Stage Entities for its characterization of the Company as pre-exploration
stage.
28
FAIR
VALUE OF FINANCIAL INSTRUMENT
The
Company’s financial instrument consisted of cash and accounts payable. Unless
otherwise noted, it is management’s opinion the Company is not exposed to
significant interest, currency or credit risks arising from this financial
instrument. Because of the short maturity of such assets and
liabilities the fair value of these financial instruments approximate their
carrying values, unless otherwise noted.
INCOME
TAXES
Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted ASC 740-10-50
“Accounting for Income Taxes” as of its inception. Pursuant to the standard, the
Company is required to compute tax asset benefits for net operating losses
carried forward.
BASIC
AND DILUTED NET INCOME (LOSS) PER SHARE
The
Company computes net income (loss) per share in accordance with ASC 260-10-4-5,
“Earnings per Share.” The standard requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of common shares outstanding
(denominator) during the period. Diluted EPS gives effect to all dilutive
potential common shares outstanding during the period including stock options,
using the treasury stock method, and convertible preferred stock, using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential common shares if their effect is anti-dilutive.
RECENT
ACCOUNTING PRONOUNCEMENTS
In
February 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-09,
“Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”),
which is included in the FASB Accounting Standards CodificationTM ( the “ASC”)
Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC
filer is required to evaluate subsequent events through the date that the
financial statements are issued. ASU 2010-09 is effective upon the
issuance of the final update and did not have a significant impact on the
Company’s consolidated financial statements.
In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles, a replacement of SFAS No. 162 (“Statement 168”).
Statement 168 establishes the FASB Accounting Standards Codification as the
source of authoritative accounting principles recognized by the FASB to be
applied in the preparation of financial statements in conformity with generally
accepted accounting principles. Statement 168 explicitly recognizes rules and
interpretive releases of the Securities and Exchange Commission (“SEC”) under
federal securities laws as authoritative GAAP for SEC registrants. Statement 168
is effective for financial statements issued for fiscal years and interim
periods ending after September 15, 2009. The Company has adopted Statement 168
for the year ended January 31, 2010.
Other
pronouncements issued by the FASB or other authoritative accounting standards
groups with future effective dates are either not applicable or are not expected
to be significant to the financial statements of the Company.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The
Directors and Officers currently serving our Company is as follows:
Name
|
Age
|
Positions and Offices
|
||
Mr.
William O’Neill (1)
|
49
|
President,
Chief Executive Officer, Secretary, Treasurer and
Director
|
(1) c/o
Odenza Corp., 1802 North Carson Street, Suite 108, Carson City, Nevada
89701.
29
The
director named above will serve until the next annual meeting of the
stockholders or until his respective resignation or removal from office..
Thereafter, directors are anticipated to be elected for one-year terms at the
annual stockholders’ meeting. Officers will hold their positions at the pleasure
of the Board of Directors, absent any employment agreement, of which none
currently exists or is contemplated.
WILLIAM
O’NEILL
Mr.
O’Neill has served as our President, Chief Executive Officer, Secretary and a
Director since July 16, 2009. Since January 2005, Mr. O’Neill has
owned and operated an IT consultancy business, focusing primarily on website
development services. Prior to 2005, Mr. O’Neill was an employee of
Qantas Airlines for 13 years and an employee of British Airways for 3 years,
holding a variety of positions, including programming, systems delivery and
sales. Mr. O’Neill obtained his Bachelor of Business in 1981 from the
Western Australia Institute of Technology, now named Curtin University of
Technology, located in Perth, Australia.
DIRECTOR
INDEPENDENCE
Our board
of directors is currently composed of one member, whom does not qualify as an
independent director in accordance with the published listing requirements of
the NASDAQ Global Market (the Company has no plans to list on the NASDAQ Global
Market). The NASDAQ independence definition includes a series of
objective tests, such as that the director is not, and has not been for at least
three years, one of our employees and that neither the director, nor any of his
family members has engaged in various types of business dealings with us. In
addition, our board of directors has not made a subjective determination as to
our director that no relationships exist which, in the opinion of our board of
directors, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director, though such subjective determination is
required by the NASDAQ rules. Had our board of directors made these
determinations, our board of directors would have reviewed and discussed
information provided by our director and us with regard to our director’s
business and personal activities and relationships as they may relate to us and
our management.
SIGNIFICANT
EMPLOYEES AND CONSULTANTS
Our
officer and director, William O’Neill, in not an employee of the
Company. Mr. O’Neill is an independent contractor/consultant to the
Company. We currently have no employees .
CONFLICTS OF
INTEREST
Since we
do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our director. The Board of Directors has not established an audit
committee and does not have an audit committee financial expert, nor has the
Board established a nominating committee. The Board is of the opinion that such
committees are not necessary since the Company is an early exploration stage
company and has only one director, and to date, such director has been
performing the functions of such committees. Thus, there is a potential conflict
of interest in that our director and officer has the authority to determine
issues concerning management compensation, nominations, and audit issues that
may affect management decisions.
Other
than as described above, we are not aware of any other conflicts of interest of
our executive officer and director.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
There are
no legal proceedings that have occurred since our incorporation concerning our
director, or control persons which involved a criminal conviction, a criminal
proceeding, an administrative or civil proceeding limiting one’s participation
in the securities or banking industries, or a finding of securities or
commodities law violations.
30
EXECUTIVE
COMPENSATION
SUMMARY
COMPENSATION TABLE
The table
below summarizes all compensation awarded to, earned by, or paid to our Officers
for all services rendered in all capacities to us for the fiscal periods
indicated.
Non-Equity
|
||||||||||||||||||||||||||
Name and
|
Incentive
|
Nonqualified
|
||||||||||||||||||||||||
Principal
|
Stock
|
Option
|
Plan
|
Deferred
|
All Other
|
|||||||||||||||||||||
Position
|
Year
|
Salary($)
|
Bonus($)
|
Awards($)
|
Awards($)
|
Compensation($)
|
Compensation($)
|
Compensation($)
|
Total($)
|
|||||||||||||||||
William
O’Neill (1)
|
2010
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||
2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
(1)
President and Chief Executive Officer, Secretary, Treasurer and
Director.
Our
director has not received monetary compensation since our inception to the date
of this prospectus. We currently do not pay any compensation to our director
serving on our board of directors.
STOCK OPTION
GRANTS
We have
not granted any stock options to our executive officer since our inception. Upon
the further development of our business, we will likely grant options to
directors and officers consistent with industry standards for junior mineral
exploration companies.
EMPLOYMENT
AGREEMENTS
The
Company is not a party to any employment agreement and has no compensation
agreement with its sole officer and director, William O’Neill.
DIRECTOR
COMPENSATION
The
following table sets forth director compensation as of January 31,
2010:
Fees
|
Non-Equity
|
Nonqualified
|
||||||||||||||||||||||||||
Earned
|
Incentive
|
Deferred
|
||||||||||||||||||||||||||
Paid in
|
Stock
|
Option
|
Plan
|
Compensation
|
All Other
|
|||||||||||||||||||||||
Name
|
Cash($)
|
Awards($)
|
Awards($)
|
Compensation($)
|
Earnings($)
|
Compensation($)
|
Total($)
|
|||||||||||||||||||||
William
O’Neill
|
0 | 0 | 0 | 0 | 0 | 0 | 0 |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table lists, as of April 12, 2010, the number of shares of common
stock of our Company that are beneficially owned by (i) each person or entity
known to our Company to be the beneficial owner of more than 5% of the
outstanding common stock; (ii) each officer and director of our Company; and
(iii) all officers and directors as a group. Information relating to beneficial
ownership of common stock by our principal shareholders and management is based
upon information furnished by each person using “beneficial ownership” concepts
under the rules of the Securities and Exchange Commission. Under these rules, a
person is deemed to be a beneficial owner of a security if that person has or
shares voting power, which includes the power to vote or direct the voting of
the security, or investment power, which includes the power to vote or direct
the voting of the security. The person is also deemed to be a beneficial owner
of any security of which that person has a right to acquire beneficial ownership
within 60 days. Under the Securities and Exchange Commission rules, more than
one person may be deemed to be a beneficial owner of the same securities, and a
person may be deemed to be a beneficial owner of securities as to which he or
she may not have any pecuniary beneficial interest. Except as noted below, each
person has sole voting and investment power.
The
percentages below are calculated based on 1,160,000 shares of our common stock
issued and outstanding as of April 12, 2010. We do not have any outstanding
warrant, options or other securities exercisable for or convertible into shares
of our common stock.
31
Name and Address
|
Number of Shares
|
|||||||||
Title of Class
|
of Beneficial Owner
|
Owned Beneficially
|
Percent of Class Owned
|
|||||||
Common
Stock:
|
Mr.
William O’Neill, President, Chief Executive
Officer, Secretary, Treasurer and Director (1)
|
2,500,000 | 68.3 | % | ||||||
All
executive officers and directors as a group
|
2,500,000 | 68.3 | % |
(1)
c/o Odenza Corp., 1802 North Carson Street, Suite 108, Carson City, Nevada
89701.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
In
November 2009, we issued 2,500,000 shares of common stock to our director, at a
purchase price of $0.001 per share, for aggregate proceeds of
$2,500.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT LIABILITIES
Our
Bylaws provide to the fullest extent permitted by law that our directors or
officers, former directors and officers, and persons who act at our request as a
director or officer of a body corporate of which we are a shareholder or
creditor shall be indemnified by us. We believe that the indemnification
provisions in our By-laws are necessary to attract and retain qualified persons
as directors and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers or persons controlling the Company pursuant
to provisions of the State of Nevada, the Company has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed with the Commission a Registration Statement on Form S-1, under the
Securities Act of 1933, as amended, with respect to the securities offered by
this prospectus. This prospectus, which forms a part of the registration
statement, does not contain all the information set forth in the registration
statement, as permitted by the rules and regulations of the Commission. For
further information with respect to us and the securities offered by this
prospectus, reference is made to the registration statement. We do not file
reports with the Securities and Exchange Commission, and we will not
otherwise be subject to the proxy rules. The registration statement and other
information may be read and copied at the Commission’s Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains a web site at
http://www.sec.gov that contains reports and other information regarding issuers
that file electronically with the Commission.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING
AND FINANCIAL DISCLOSURE
Chang
Park, CPA, is our registered independent auditor. There have not been any
changes in or disagreements with accountants on accounting and financial
disclosure or any other matter.
32
ODENZA
CORP.
INDEX
TO FINANCIAL STATEMENTS
Report
of Independent Registered Public Accounting Firm
|
F-2
|
|
Financial
Statements
|
F-3
|
|
Balance
Sheets
|
F-4
|
|
Statements
of Operations
|
F-5
|
|
Statements
of Stockholders’ Equity (Deficit)
|
F-6
|
|
Statements
of Cash Flows
|
F-7
|
|
Notes
to Financial Statements
|
F-8
|
F-1
Chang
G. Park, CPA, Ph. D.
t 2667 CAMINO DEL RIO
SOUTH PLAZA B t SAN
DIEGO t CALIFORNIA
92128t
t TELEPHONE (858)722-5953
t FAX (858)
761-0341 t FAX (858)
764-5480
t E-MAIL changgpark@gmail.com t
Report of
Independent Registered Public Accounting Firm
To the
Board of Directors and Stockholders
Odenza
Corp.
(A
Development Stage company)
We have
audited the accompanying balance sheet of Odenza Corp. (the Development Stage
“Company”) as of January 31, 2010 and the related statement of operation,
changes in shareholders’ equity and cash flow for the period from July 16, 2009
(inception) through January 31, 2010. 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
audits.
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
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Odenza Corp. as of January 31,
2010, and the result of its operation and its cash flow for the period from July
16, 2009 (inception) to January 31, 2010 in conformity with U.S. generally
accepted accounting principles.
The
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 1 to the financial
statements, the Company’s losses from operations and no operation raise
substantial doubt about its ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/
Chang
Park
CHANG G.
PARK, CPA
April 15,
2010
San
Diego, CA. 91910
F-2
(A
Development Stage Company)
FINANCIAL
STATEMENTS
January
31, 2010
F-3
ODENZA
CORP.
(A
Development Stage Company)
BALANCE
SHEETS
January 31
|
||||
2010
|
||||
ASSETS
|
||||
Current
|
||||
Cash
|
$ | 31,284 | ||
Total
assets
|
$ | 31,284 | ||
LIABILITIES
|
||||
Current
|
||||
Accounts
payable and accrued liabilities
|
$ | 807 | ||
Due
to related party (Note 5)
|
7,035 | |||
Total
liabilities
|
7,842 | |||
STOCKHOLDERS’
DEFICIT
|
||||
Common
stock
|
||||
Authorized:
|
||||
75,000,000
common shares with a par value of $0.001 and
|
||||
Issued
and outstanding:
|
||||
3,660,000
common shares
|
3,660 | |||
Additional
paid-in capital
|
27,840 | |||
Deficit
accumulated during the development stage
|
(8,058 | ) | ||
23,442 | ||||
Total
stockholders’ equity
|
||||
Total
liabilities and stockholders’ equity
|
$ | 31,284 | ||
Contingency
(Note 1)
|
The
accompanying notes are an integral part of these financial
statements
F-4
ODENZA
CORP.
(A
Development Stage Company)
STATEMENTS
OF OPERATIONS
July 16, 2009
(Inception) to
January 31, 2010
|
||||
EXPENSES
|
||||
Office
and general
|
$ | 610 | ||
Professional
fees
|
2,858 | |||
Mining
costs
|
4,590 | |||
NET
LOSS
|
$ | 8,058 | ||
LOSS
PER SHARE - BASIC AND DILUTED
|
$ | (0.00 | ) | |
WEIGHTED
AVERAGE NUMBER OF COMMON SHARES OUTSTANDING – BASIC AND
DILUTED
|
11,126,432 |
The
accompanying notes are an integral part of these financial
statements
F-5
ODENZA
CORP
(A
Development Stage Company)
STATEMENTS
OF STOCKHOLDERS’ DEFICIT
FOR THE
PERIOD FROM JULY 16, 2009
(INCEPTION)
TO JANUARY 31, 2010
Common Stock
|
||||||||||||||||||||
Number of
Shares
|
Amount
|
Additional
Paid in
Capital
|
Deficit
Accumulated
During
Development
Stage
|
Total
|
||||||||||||||||
Balance,
July 16, 2009
|
- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common
stock issued for cash at $0.001 per share
|
2,500,000 | 2,500 | - | 2,500 | - | |||||||||||||||
Common
stock issued for cash at $0.025 per share – July 16, 2009 to January 31,
2010
|
1,160,000 | 1,160 | 27,840 | - | 29,000 | |||||||||||||||
Net
Loss
|
- | - | (8,058 | ) | (8,058 | ) | ||||||||||||||
Balance, January 31, 2010
|
3,660,000 | 3,660 | 27,840 | (8,058 | ) | 23,442 |
The
accompanying notes are an integral part of these financial
statements
F-6
ODENZA
CORP
(A
Development Stage Company)
STATEMENTS
OF CASH FLOWS
July 16, 2009
(Inception) to
January 31, 2010
|
||||
Cash
Flows from Operating Activities
|
||||
Net
loss
|
$ | (8,058 | ) | |
Adjustment
for items not affecting cash:
|
||||
Change
in non-cash working capital items:
|
||||
Accounts
payable and accrued liabilities
|
807 | |||
Due
to related party
|
7,035 | |||
Net
cash used in operations
|
(216 | ) | ||
Cash
Flows from Investing Activities
|
||||
Mineral
property
|
- | |||
Net
cash used in investing activities
|
- | |||
Cash
Flows from Financing Activities
|
||||
Capital
stock issued
|
31,500 | |||
Net
cash provided by financing activities
|
31,500 | |||
Increase
In Cash
|
31,500 | |||
Cash,
Beginning
|
- | |||
Cash,
Ending
|
$ | 31,284 | ||
Supplementary
Cash Flow Information
|
||||
Cash
paid for:
|
||||
Interest
|
$ | - | ||
Income
taxes
|
$ | - |
The accompanying notes are an integral
part of these financial statements
F-7
ODENZA
CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2010
NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Odenza
Corp. (the “Company”) was
incorporated in the State of Nevada on July 16, 2009, and its year-end is
January 31st. The Company is a development
stage company and is currently seeking for new business
opportunities.
Going
concern
These
financial statements have been prepared on a going concern basis. The Company
has incurred losses since inception resulting in an accumulated deficit of
$8,058at January 31, 2010 and further losses are anticipated in the development
of its business raising substantial doubt about the Company’s ability to
continue as a going concern. Its ability to continue as a going concern is
dependent upon the ability of the Company to generate profitable operations in
the future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management has plans to seek additional capital through a private placement
of its common stock or further director loans as needed. These financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts of and classification of
liabilities that might be necessary in the event the Company cannot
continue.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
These
financial statements are presented in United States dollars and have been
prepared in accordance with United States generally accepted accounting
principles.
Equipment
Equipment
consists of computer equipment which is recorded at
cost. Amortization is provided using the declining balance method at
a rate of 55% per year. Amortization is calculated based on half-year
rule in the year of acquisition.
Use
of estimates and assumptions
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. The
Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are readily apparent from other sources. The actual results
experienced by the Company may differ materially from the Company’s estimates.
To the extent there are material differences, future results may be affected.
Estimates used in preparing these financial statements include the carrying
value of the equipment, deferred income tax amounts, rates and timing of the
reversal of income tax differences.
Mineral
property costs
The
Company has been in the exploration stage since its formation on July 16, 2009
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are charged to operations as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve.
F-8
ODENZA
CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2010
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Loss
per common share
Basic
earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflect the potential
dilution of securities that could share in the earnings of the Company. Because
the Company does not have any potentially dilutive securities, diluted loss per
share is equal to the basic loss per share.
Comprehensive
Loss
For all
periods presented, the Company has no items that represent a comprehensive loss
and, therefore, has not included a statement of comprehensive loss in these
financial statements.
Financial
instruments
The fair
value of the Company’s financial instruments consisting of cash, accounts
payable, and amounts due to related party approximate their carrying values due
to the immediate or short-term maturity of these financial
instruments.. The Company operates in Australia and therefore is
exposed to foreign exchange risk. It is management's opinion that the
Company is not exposed to significant interest or credit risks arising from
these financial instruments.
Income
taxes
Deferred
income taxes are provided for tax effects of temporary differences between the
tax basis of asset and liabilities and their reported amounts in the financial
statements. The Company uses the liability method to account for
income taxes, which requires deferred taxes to be recorded at the statutory rate
expected to being in effect when the taxes are paid. Valuation
allowances are provided for a deferred tax asset when it is more likely
than not that such asset will not be realized.
Management
evaluates tax positions taken or expected to be taken in a tax
return. The evaluation of a tax position includes a determination of
whether a tax position should be recognized in the financial statements, and
such a position should only be recognized if the Company determines that it is
more likely than not that the tax position will be sustained upon examination by
the tax authorities, based upon the technical merits of the
position. For those tax positions that should be recognized, the
measurement of a tax position is determined as being the largest amount of
benefit that is greater than fifty percent likely of being realized upon
ultimate settlement.
Stock-based
compensation
The
Company has not adopted a stock option plan and therefore has not granted any
stock options. Accordingly, no stock-based compensation has been recorded to
date.
Foreign
Currency Translation
Foreign
denominated monetary assets and liabilities are translated to their United
States dollar equivalents using foreign exchange rates which prevailed at the
balance sheet date. Expenses are translated at average rates of
exchange during the period. Related translation adjustments are reported as a
separate component of stockholders' equity, whereas gains or losses resulting
from foreign currency transactions are included in results of
operations.
Recent
Accounting Pronouncements
In
February 2010, the FASB issued Accounting Standards Update (“ASU”) No. 2010-09,
“Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”),
which is included in the FASB Accounting Standards CodificationTM ( the “ASC”)
Topic 855 (Subsequent Events). ASU 2010-09 clarifies that an SEC
filer is required to evaluate subsequent events through the date that the
financial statements are issued. ASU 2010-09 is effective upon the
issuance of the final update and did not have a significant impact on the
Company’s consolidated financial statements.
F-9
ODENZA
CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2010
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
In June
2009, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 168,
FASB Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles, a replacement of SFAS No. 162 (“Statement 168”).
Statement 168 establishes the FASB Accounting Standards Codification as the
source of authoritative accounting principles recognized by the FASB to be
applied in the preparation of financial statements in conformity with generally
accepted accounting principles. Statement 168 explicitly recognizes rules and
interpretive releases of the Securities and Exchange Commission (“SEC”) under
federal securities laws as authoritative GAAP for SEC registrants. Statement 168
is effective for financial statements issued for fiscal years and interim
periods ending after September 15, 2009. The Company has adopted Statement 168
for the year ended January 31, 2010.
Other
pronouncements issued by the FASB or other authoritative accounting standards
groups with future effective dates are either not applicable or are not expected
to be significant to the financial statements of the Company.
NOTE
3 – MINERAL PROPERTY
On
September 25, 2009 the Company entered into an Option Agreement to acquire a
100% undivided legal, beneficial and register-able interest in Prospecting
License P21/709 of approximately 140 hectares located in the Murchison Mineral
field in Western Australia and known as the Island Project Lake Austin. The
option period is for two years from effective date. The exercise price of the
option is AU$ 50,000 (equivalent amounts of USD 4,422 as of January 31, 2010)
cash.
At
January 31, 2010, accumulated costs totalled $4,590. These costs have
been expensed in the current period.
NOTE
4 – RELATED PARTY TRANSACTIONS
During
the period, the Company issued 2,500,000 common shares at $0.001 per share to
the Company's President for cash proceeds of $2,500.
At
January 31, 2010, the Company owed $7,035 to the president and the director of
the Company for funds advanced. This amount is unsecured, bears no
interest and is payable on demand.
Related
party transactions are measured at the exchange amount which is the amount
agreed upon by the related parties.
NOTE
5 – INCOME TAXES
As of
January 31, 2010, the Company has estimated tax loss carry forwards for tax
purpose of approximately $8,058, which expire by 2030. These amounts may be
applied against future taxable income. Future tax benefits which may arise as a
result of theses losses have not been recognized in these financial statements,
as their realization has not been determined to be more likely than not to
occur.
The
actual income tax provisions differ from the expected amounts calculated by
applying the statutory income tax rate to the Company’s loss before income
taxes. The components of these differences are as follows:
F-10
ODENZA
CORP.
(A
Development Stage Company)
NOTES
TO THE FINANCIAL STATEMENTS
January
31, 2010
NOTE
5 – INCOME TAXES (Continued)
Loss
before income tax
|
$ | 8,058 | ||
Statutory
tax rate
|
34 | % | ||
Expected
recovery of income taxes at standard rates
|
2,740 | |||
Change
in valuation allowance
|
(2,740 | ) | ||
Income
tax provision
|
$ | - |
Components
of deferred tax asset:
|
||||
Non-capital
tax loss carry forwards
|
$ | 2,740 | ||
Less:
valuation allowance
|
(2,740 | ) | ||
Net
deferred tax asset
|
$ | - |
The
Company has not filed income tax returns since inception in the United States.
Both taxing authorities prescribe penalties for failing to file certain tax
returns and supplemental disclosure. Upon filing there could be penalties an
interest assessed. Such penalties vary by jurisdiction and by assessing
practices and authorities. As the Company has incurred losses since inception
there would be no known or anticipated exposure to penalties for income tax
liability. However, certain jurisdictions may assess penalties for failing to
file returns and other disclosures and for failing to file other supplemental
information associated with foreign ownership, debt and equity position.
Inherent uncertainties arise over tax positions taken with respect to transfer
pricing, related party transactions, tax credits, tax based incentives and stock
based transactions. Management has considered the likelihood and significance of
possible penalties associated with its current and intended filing positions and
has determined, based on their assessment, that such penalties, if any, would
not be expected to be material.
NOTE
6. SUBSEQUENT EVENTS
The
Company has evaluated subsequent events as at April 15, 2010 for potential
recognition and disclosure in the financial statements. This date
represents the date the financial statements are issued. During this period, the
Company did not have any material recognizable subsequent events.
F-11
[OUTSIDE
BACK COVER PAGE]
PROSPECTUS
ODENZA
CORP.
1,160,000
SHARES OF
COMMON
STOCK
TO
BE SOLD BY CURRENT SHAREHOLDERS
We have
not authorized any dealer, salesperson or other person to give you written
information other than this prospectus or to make representations as to matters
not stated in this prospectus. You must not rely on unauthorized information.
This prospectus is not an offer to sell these securities or a solicitation of
your offer to buy the securities in any jurisdiction where that would not be
permitted or legal. Neither the delivery of this prospectus nor any sales made
hereunder after the date of this prospectus shall create an implication that the
information contained herein nor the affairs of the Issuer have not changed
since the date hereof.
Until
___________, 2010 (90 days after the date of this prospectus), all dealers that
effect transactions in these shares of common stock may be required to deliver a
prospectus. This is in addition to the dealer’s obligation to deliver a
prospectus when acting as an underwriter and with respect to their unsold
allotments or subscriptions.
THE DATE
OF THIS PROSPECTUS IS ____________, 2010
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table sets forth the estimated expenses in connection with the
issuance and distribution of the securities being registered hereby. All such
expenses will be borne by the Company; none shall be borne by any selling
security holders.
Amount
|
||||
Item
|
(US$)
|
|||
SEC
Registration Fee
|
$
|
8.27
|
||
Transfer
Agent Fees
|
1,000.00
|
|||
Legal
Fees
|
5,000.00
|
|||
Accounting
Fees
|
5,000.00
|
|||
Printing
Costs
|
500.00
|
|||
Miscellaneous
|
1,000.00
|
|||
TOTAL
|
$
|
12,508.27
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The
Company’s Bylaws and Articles of Incorporation provide that we shall, to the
full extent permitted by the Nevada General Business Corporation Law, as amended
from time to time (the “Nevada Corporate Law”), indemnify all of our directors
and officers. Section 78.7502 of the Nevada Corporate Law provides in
part that a corporation shall have the power 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, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of another corporation or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Similar
indemnity is authorized for such persons against expenses (including attorneys’
fees) actually and reasonably incurred in defense or settlement of any
threatened, pending or completed action or suit by or in the right of the
corporation, if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the stockholders or disinterested directors that
indemnification is proper because the indemnitee has met the applicable standard
of conduct. Under our Bylaws and Articles of Incorporation, the indemnitee is
presumed to be entitled to indemnification and we have the burden of proof to
overcome that presumption. Where an officer or a director is successful on the
merits or otherwise in the defense of any action referred to above, we must
indemnify him against the expenses which such officer or director actually or
reasonably incurred. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-1
RECENT
SALES OF UNREGISTERED SECURITIES
Within
the past two years we have issued and sold the following securities without
registration.
In
November 2009, we issued 2,500,000 shares of common stock to our sole officer
and director, at a purchase price of $0.001 per share, for aggregate proceeds of
$2,500. The offering was made to a non-U.S. person, offshore of the
U.S., with no directed selling efforts in the U.S., where offering restrictions
were implemented in a transaction pursuant to the exclusion from registration
provided by Rule 903(b)(3) of Regulation S of the Securities
Act.
Between
December 2009 and January of 2010, we accepted subscriptions for 1,160,000
shares of our common stock from 29 investors. The shares of common stock were
sold at a purchase price of $0.025 per share, amounting in the aggregate to
$29,000. The offering was made to non-U.S. persons, offshore of the U.S., with
no directed selling efforts in the U.S., where offering restrictions were
implemented in transactions pursuant to the exclusion from registration provided
by Rule 903(b)(3) of Regulation S of the Securities Act.
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
The
following exhibits are filed as part of this registration
statement:
Exhibit
|
Description
|
|
3.1
|
Articles
of Incorporation of Registrant
|
|
3.2
|
Bylaws
of the Registrant
|
|
5.1
|
Opinion
of Law Offices of Thomas E. Puzzo, PLLC, regarding the legality of the
securities being registered
|
|
23.1
|
Consent
of Law Offices of Thomas E. Puzzo, PLLC (included in Exhibit
5.1)
|
|
23.2
|
Consent
of Chang G. Park, CPA
|
UNDERTAKINGS
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales of securities are being made, 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
prospectuses filed with the 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) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
II-2
(4) For
determining liability of the registrant under the Securities Act to any
purchaser in the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities of the
undersigned registrant pursuant to this registration statement, regardless of
the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant 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 registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described herein, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(c) that,
for the purpose of determining liability under the Securities Act to any
purchaser, each prospectus filed pursuant to Rule 424(b) as part of this
registration statement relating to the offering, 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 the 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, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has authorized this registration
statement to be signed on its behalf by the undersigned, in the Newtown, New
South Whales, Australia, on the 15th day of April, 2010.
ODENZA
CORP.
(Registrant)
|
||
|
||
By:
|
/s/ William
O’Neill
|
|
Name:
|
William
O’Neill
|
|
Title:
|
President
and Chief Executive Officer
|
|
(Principal
Executive Officer and Principal
Financial
and Accounting
Officer)
|
II-3
POWER
OF ATTORNEY
KNOW ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints William O’Neill, as his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this Registration
Statement on Form S-1 of Odenza Corp., and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, grant unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be
done by virtue hereof.
In
accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature
|
Title
|
Date
|
||
/s/ William O’Neill
|
President
and Chief Executive Officer,
|
April
15, 2010
|
||
William
O’Neill
|
Secretary,
Treasurer and Director
|
II-4
EXHIBIT
INDEX
Exhibit
|
Description
|
|
3.1
|
Articles
of Incorporation of Registrant
|
|
3.2
|
Bylaws
of the Registrant
|
|
5.1
|
Opinion
of Law Offices of Thomas E. Puzzo, PLLC, regarding the legality of the
securities being registered
|
|
23.1
|
Consent
of Law Offices of Thomas E. Puzzo, PLLC (included in Exhibit
5.1)
|
|
23.2
|
Consent
of Chang G. Park, CPA
|
II-5