Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
REVIVAL
RESOURCES, INC.
(Name of
Small Business Issuer in its charter)
NEVADA
|
1090
|
27-1952702
|
(State
or jurisdiction of incorporation or organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer ID No.)
|
112 North
Curry Street
Carson
City Nevada 89703
(775) 321-8274
(telephone)
(Address
and telephone number of principal executive offices)
State
Agent & Transfer Syndicate, Inc.
112 North
Curry Street
Carson
City Nevada 89703
(775)
882-1013 (telephone)
(Name,
address and telephone number of agent for service)
Copies
to:
Diane D.
Dalmy
Attorney
at Law
8965 W.
Cornell Place
Lakewood,
Colorado 80227
(303)
985-9324 (telephone)
(303)
988-6954 (facsimile)
APPROXIMATE
DATE OF PROPOSED SALE TO THE PUBLIC:
From time
to time after this Registration Statement becomes effective.
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933 check the following
box: x
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier 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.
(Check one):
1
Large
Accelerated Filer ¨
Accelerated Filer ¨
Non-Accelerated Filer ¨ Smaller Reporting
Company x
CALCULATION OF REGISTRATION
FEE
Title
of each class of
securities
to be registered
|
Amount
to
be
registered
|
Proposed
maximum
offering
price per unit
|
Proposed
maximum
aggregate
offering price
|
Amount
of
registration
fee
|
||||
Common
|
4,000,000
|
$0.03
[1]
|
$120,000
|
$8.56
[2]
|
[1] No
exchange or over-the-counter market exists for Revival Resources, Inc’s. common
stock. The offering price has been arbitrarily determined and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.
[2] Fee
calculated in accordance with Rule 457(o) of the Securities Act of 1933, as
amended “Securities Act”. Estimated for the sole purpose of
calculating the registration fee.
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 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to Section 8(a), may
determine.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
PROSPECTUS
|
Subject
To Completion: Dated ______, 2010
REVIVAL
RESOURCES, INC.
4,000,000
shares of common stock, no minimum / 4,000,000 maximum Offered at $0.03 per
share
Securities
Being Offered by Revival Resources, Inc.
|
Revival
Resources, Inc. is offering 4,000,000 shares at an offering price of $0.03
per share. There is currently no public market for the common
stock
|
|
Minimum
Number of Shares To Be Sold in This Offering
|
None
|
This is a
"self-underwritten" public offering, with no minimum purchase
requirement.
1.
Revival Resources, Inc. is not using an underwriter for this
offering.
2. The
offering expenses shown do not include legal, accounting, printing and related
costs incurred in making this offering. Revival Resources, Inc. will pay all
such costs, which it believes to be $5,700 There is no arrangement to place the
proceeds from this offering in an escrow, trust or similar account.
|
Per
Share
(Non
Minimum)
|
If
Maximum Sold by Revival Resources (4,000,000)
|
||||||
Price
to Public
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$
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0.03
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$
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0.03
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||||
Underwriting
Discounts/Commissions
|
0.00
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0.00
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||||||
Proceeds
to Registrant
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$
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0.03
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$
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120,000
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This
offering involves a high degree of risk; see "Risk Factors"
beginning on page 8 to read about factors you should consider before buying
shares of the common stock.
Revival
Resources, Inc. is an exploration stage company and currently has no operations.
There is a high degree of risk involved with any investment in the shares
offered herein. You should only purchase shares if you can afford a loss of your
entire investment. Our independent auditor has issued an audit opinion for
Revival Resources, Inc. which includes a statement expressing substantial doubt
as to our ability to continue as a going concern. As of the date of
this prospectus, our stock is presently not traded on any market or securities
exchange. Further, there is no assurance that a trading market for our
securities will ever develop.
2
These
securities have not been approved or disapproved by the Securities and Exchange
Commission or any state securities commission, nor has the Securities and
Exchange Commission or any state securities commission passed upon the accuracy
or adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The
Date of this Prospectus is ______________, 2010
3
TABLE
OF CONTENTS
Page
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FORWARD-LOOKING
STATEMENTS
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5
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SUMMARY
INFORMATION
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6
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RISK
FACTORS AND UNCERTAINTIES
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7
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USE
OF PROCEEDS
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10
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DETERMINATION
OF OFFERING PRICE
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11
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DILUTION
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11
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PLAN
OF DISTRIBUTION
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13
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DESCRIPTION
OF SECURITIES
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13
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INTEREST
OF NAMED EXPERTS AND COUNSEL
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14
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DESCRIPTION
OF BUSINESS
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14
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DESCRIPTION
OF PROPERTY
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16
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LEGAL
PROCEEDINGS
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18
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MARKET
FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
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18
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FINANCIAL
STATEMENTS
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21
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MANAGEMENT’S
DISCUSSION AND ANALYSIS
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30
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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36
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DIRECTORS,
EXECUTIVE OFFICERS, AND CONTROL PERSONS
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36
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EXECUTIVE
COMPENSATION
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37
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
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38
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
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38
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DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
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38
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CORPORATE
GOVERNANCE
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39
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THE
SEC’S POSITION ON INDEMNIFICATION FOR LIABILITIES
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39
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TRANSFER
AGENT AND REGISTRAR
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39
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LEGAL
MATTERS
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39
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WHERE
YOU CAN FIND MORE INFORMATION
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39
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GLOSSARY
OF CERTAIN MINING TERMS
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39
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PART
II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
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43
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OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
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43
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
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43
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RECENT
SALES OF UNREGISTERED SECURITIES
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44
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EXHIBITS
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44
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UNDERTAKINGS
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45
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SIGNATURES
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46
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4
FORWARD-LOOKING
STATEMENTS
This
prospectus and the exhibits attached hereto contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements concern the Company’s anticipated results and
developments in the Company’s operations in future periods, planned exploration
and development of its properties, plans related to its business and other
matters that may occur in the future. These statements relate to analyses
and other information that are based on forecasts of future results, estimates
of amounts not yet determinable and assumptions of management.
Any
statements that express or involve discussions with respect to predictions,
expectations, beliefs, plans, projections, objectives, assumptions or future
events or performance (often, but not always, using words or phrases such as
“expects” or “does not expect”, “is expected”, “anticipates” or “does not
anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions,
events or results “may”, “could”, “would”, “might” or “will” be taken, occur or
be achieved) are not statements of historical fact and may be forward-looking
statements. Forward-looking statements are subject to a variety of known
and unknown risks, uncertainties and other factors which could cause actual
events or results to differ from those expressed or implied by the
forward-looking statements, including, without limitation:
risks
related to our properties being in the exploration stage;
risks
related our mineral operations being subject to government
regulation;
risks
related to our ability to obtain additional capital to develop our resources, if
any;
risks
related to mineral exploration and development activities;
risks
related to our insurance coverage for operating risks;
risks
related to the fluctuation of prices for precious and base metals, such as gold,
silver and copper;
risks
related to the competitive industry of mineral exploration;
risks
related to our title and rights in our mineral properties;
risks
related to our limited operating history;
risks
related the possible dilution of our common stock from additional financing
activities;
risks
related to potential conflicts of interest with our management;
risks
related to our subsidiaries activities; and
risks
related to our shares of common stock.
This list
is not exhaustive of the factors that may affect our forward-looking statements.
Some of the important risks and uncertainties that could affect forward-looking
statements are described further under the section headings “Risk Factors and
Uncertainties”, “Description of the Business” and “Management’s Discussion and
Analysis” of this prospectus. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, believed, estimated
or expected. We caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. We
disclaim any obligation subsequently to revise any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.
We
qualify all the forward-looking statements contained in this prospectus by the
foregoing cautionary statements.
You
should rely only on the information contained in this prospectus. We have not
authorized anyone to provide you with information different from the information
contained in this prospectus. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of when this
prospectus is delivered or when any sale of our common stock
occurs.
This
summary does not contain all of the information you should consider before
buying shares of our common stock. You should read the entire prospectus
carefully, especially the “Risk Factors and Uncertainties” section and our
consolidated financial statements and the related notes before deciding to
invest in shares of our common stock.
5
SUMMARY
INFORMATION
The
Offering
Revival
Resources, Inc.'s common stock is presently not traded on any market or
securities exchange. 10,000,000 shares of restricted common stock are issued and
outstanding as of the date of this prospectus.
Revival
is offering up to 4,000,000 shares of common stock at an offering price of $0.03
per share. There is currently no public market for the common stock. Revival
intends to apply to have the common stock quoted on the OTC Bulletin Board
(OTCBB). Currently, there is no trading symbol assigned. Revival'
sole Officer and Director owns 10,000,000 shares of Restricted Common Stock. If
Revival is unable to sell its stock and raise money, Revival’s business would
fail as it would be unable to complete its business plan and any investment made
into the Company would be lost in its entirety.
The
purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled "Risk Factors" on page 7.
Company
History
Unless otherwise indicated, any
reference to Revival or as “we”, “us”, or “our” refers to Revival Resources,
Inc. Revival Resources, Inc. is an exploration stage company that was
incorporated on February 19, 2010, under the laws of the State of Nevada. Our
fiscal year end is March 31. The principal offices are located at 112 North
Curry Street Carson City Nevada 89703 Telephone (775) 321-8274 Fax (775)
546-6003
Since
becoming incorporated, Revival has not made any significant purchases or sale of
assets, nor has it been involved in any mergers, acquisitions or consolidations.
Revival has never declared bankruptcy, it has never been in receivership, and it
has never been involved in any legal action or proceedings.
We are an
exploration stage corporation. We intend to be in the business of
mineral property exploration. We do not own any interest in any
property, but simply have the right to conduct exploration activities on one
property. The property consists of approximately 350 hectares of mining claim
located in the Golden Mining Division situated approximately18 kilometers west
of Invermere, British Columbia Canada. We intend to explore for
lead-zinc, gold, and silver on the property. Currently, we have no further
business planned if mineralized material is not found on the
property.
As of
March 31, 2010, the date of company's last audited financial statements, Revival
has raised $10,000 through the sale of common stock. This sale was a
purchase of 10,000,000 shares by the Company’s sole officer and director
Caroline Swart.
Revival’
current liabilities from inception to March 31, 2010 are $6,364. This expense is
relating to corporate start-up fees. The Company anticipates expense
of $5,700 relating to SEC filing expenses, printing and Transfer Agent fees for
this filing. As of the date of this prospectus, we have not yet generated or
realized any revenues from our business operations. The following financial
information summarizes the more complete historical financial information as
indicated on the audited financial statements of Revival filed with this
prospectus.
Management
Currently,
Revival has one Officer/Director, Caroline Swart. Our sole Officer/Director has
assumed responsibility for all planning, development and operational duties, and
will continue to do so throughout the beginning stages of the business plan.
Other than the Officer/Director, there are no employees at the present time and
there are no plans to hire employees during the next twelve months.
Summary of Financial
Data
As
of
March
31 2010
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||||
Revenues
|
$
|
0
|
||
Operating
Expenses including Liabilities
|
$
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6,384
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||
Earnings
(Loss)
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$
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(6,364)
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||
Total
Assets
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$
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9,980
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||
Working
Capital
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$
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3,616
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||
Shareholder’s
Equity
|
$
|
3,616
|
6
RISK
FACTORS AND UNCERTAINTIES
An
investment in an exploration stage mining company with no history of operations
such as ours involves an unusually high amount of risk, unknown and known,
present and potential, including, but not limited to the risks enumerated below.
Our
failure to successfully address the risks and uncertainties described below
would have a material adverse effect on our business, financial condition and/or
results of operations, and the trading price of our common stock may decline and
investors may lose all or part of their investment. We cannot assure you
that we will successfully address these risks or other unknown risks that may
affect our business.
Estimates
of mineralized material are forward-looking statements inherently subject to
error. Although resource estimates require a high degree of assurance in the
underlying data when the estimates are made, unforeseen events and
uncontrollable factors can have significant adverse or positive impacts on the
estimates. Actual results will inherently differ from estimates. The unforeseen
events and uncontrollable factors include: geologic uncertainties including
inherent sample variability, metal price fluctuations, variations in mining and
processing parameters, and adverse changes in environmental or mining laws and
regulations. The timing and effects of variances from estimated values cannot be
accurately predicted.
RISKS ASSOCIATED WITH
REVIVAL RESOURCES, INC:
Because
our auditors have issued a going concern opinion, there is substantial
uncertainty we will continue activities in which case you could lose your
investment.
Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an ongoing business for the next
twelve months. As such we may have to cease activities and you could lose your
entire investment.
There
is no assurance that we can establish the existence of any mineral reserve in
commercially exploitable quantities. Until we can do so, we cannot earn any
revenues from this property and if we do not do so we will lose all of the funds
that we expend on exploration. If we do not discover any mineral reserve in a
commercially exploitable quantity, our business would fail and any investment
made would be lost in its entirety.
We have
not established any mineral reserve according to recognized reserve guidelines
on any property we intend to explore, nor can there be any assurance that we
will be able to do so. [A mineral reserve is defined by the Securities and
Exchange Commission in its Industry Guide
(http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part
of a mineral deposit, which could be economically and legally extracted or
produced at the time of the reserve determination.]
The
probability of an individual prospect ever having a "reserve" that meets the
requirements of the Securities and Exchange Commission's Industry Guide 7 is
extremely remote; in all probability our mineral property does not contain any
'reserve' and any funds that we spend on exploration will probably be lost. Even
if we do eventually discover a mineral reserve on one or more of our properties,
there can be no assurance that they can be developed into producing mines and
extract those minerals. Both mineral exploration and development involve a high
degree of risk and few properties, which are explored, are ultimately developed
into producing mines.
The
commercial viability of an established mineral deposit will depend on a number
of factors including, by way of example, the size, grade and other attributes of
the mineral deposit, the proximity of the mineral deposit to infrastructure such
as a smelter, roads and a point for shipping, government regulation and market
prices. Most of these factors will be beyond our control, and any of them could
increase costs and make extraction of any identified mineral deposit
unprofitable.
Mineral
operations are subject to applicable law and government regulation. Even if we
discover a mineral reserve in a commercially exploitable quantity, these laws
and regulations could restrict or prohibit the exploitation of that mineral
reserve. If we cannot exploit any mineral reserve that we might discover on our
properties, our business may fail.
Both
mineral exploration and extraction require permits from various foreign,
federal, state, provincial and local governmental authorities and are governed
by laws and regulations, including those with respect to prospecting, mine
development, mineral production, transport, export, taxation, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. There can be no assurance that
we will be able to obtain or maintain any of the permits required for the
continued exploration of our mineral properties or for the construction and
operation of a mine on our properties at economically viable costs. If we cannot
accomplish these objectives, our business could face difficulty and/or
fail.
7
We
believe that we are in compliance with all material laws and regulations that
currently apply to our activities but there can be no assurance that we can
continue to do so. Current laws and regulations could be amended and we might
not be able to comply with them, as amended. Further, there can be no assurance
that we will be able to obtain or maintain all permits necessary for our future
operations, or that we will be able to obtain them on reasonable terms. To the
extent such approvals are required and are not obtained, we may be delayed or
prohibited from proceeding with planned exploration or development of our
mineral properties.
Environmental
hazards unknown to us, which have been caused by previous or existing owners or
operators of the properties, may exist on the properties in which we hold an
interest. At the date of this Prospectus, the Company is not aware of any
environmental issues or litigation relating to any of its current or former
properties.
Future
legislation and administrative changes to the mining laws could prevent us from
exploring our properties.
New
provincial and Canadian federal laws and regulations, amendments to existing
laws and regulations, administrative interpretation of existing laws and
regulations, or more stringent enforcement of existing laws and regulations,
could have a material adverse impact on our ability to conduct exploration and
mining activities. Any change in the regulatory structure making it more
expensive to engage in mining activities could cause us to cease
operations.
If
we establish the existence of a mineral reserve on our property in a
commercially exploitable quantity, we will require additional capital in order
to develop the property into a producing mine. If we cannot raise this
additional capital, we will not be able to exploit the reserve, and our business
could fail.
If we do
discover mineral reserves in commercially exploitable quantities on our
property, we will be required to expend substantial sums of money to establish
the extent of the reserve, develop processes to extract it and develop
extraction and processing facilities and infrastructure. Although we may derive
substantial benefits from the discovery of a major deposit, there can be no
assurance that such a resource will be large enough to justify commercial
operations, nor can there be any assurance that we will be able to raise the
funds required for development on a timely basis. If we cannot raise the
necessary capital or complete the necessary facilities and infrastructure, our
business may fail.
Mineral
exploration and development is subject to extraordinary operating risks. We do
not currently insure against these risks. In the event of a cave-in or similar
occurrence, our liability may exceed our resources, which would have an adverse
impact on our Company.
Mineral
exploration, development and production involve many risks, which even a
combination of experience, knowledge and careful evaluation may not be able to
overcome. Our operations will be subject to all the hazards and risks inherent
in the exploration, development and production of resources, including liability
for pollution, cave-ins or similar hazards against which we cannot insure or
against which we may elect not to insure. Any such event could result in work
stoppages and damage to property, including damage to the environment. We do not
currently maintain any insurance coverage against these operating hazards. The
payment of any liabilities that arise from any such occurrence would have a
material, adverse impact on our Company.
Third
parties may challenge our rights to our mineral properties or the agreements
that permit us to explore our properties may expire if we fail to timely renew
them and pay the required fees.
In
connection with the acquisition of our mineral properties, we sometimes conduct
only limited reviews of title and related matters, and obtain certain
representations regarding ownership. These limited reviews do not
necessarily preclude third parties from challenging our title and, furthermore,
our title may be defective. Consequently, there can be no assurance that
we hold good and marketable title to all of our mining concessions and mining
claims. If any of our concessions or claims were challenged, we could
incur significant costs and lose valuable time in defending such a challenge.
These costs or an adverse ruling with regards to any challenge of our
titles could have a material adverse affect on our financial position or results
of operations. There can be no assurance that any such disputes or
challenges will be resolved in our favor.
We are
not aware of challenges to the location or area of any of our mining claims.
There is, however, no guarantee that title to the claims will not be challenged
or impugned in the future.
8
Our
management has no technical training and no experience in mineral activities and
consequently our activities, earnings and ultimate financial success could be
irreparably harmed.
Our
management has no technical training and experience with exploring for,
starting, and operating a mine. With no direct training or experience in these
areas, management may not be fully aware of many of the specific requirements
related to working within the industry. Management's decisions and choices may
not take into account standard engineering or managerial approaches mineral
exploration companies commonly use. Consequently, our activities, earnings and
ultimate financial success could suffer irreparable harm due to management's
lack of experience in the industry.
Our
success is dependent on current management, who may be unable to devote
sufficient time to the development of our business; this potential limitation
could cause the business to fail.
Revival
is heavily dependent on our sole Officer and Director, Caroline
Swart. If something were to happen to her, it would greatly delay its
daily operations until further industry contacts could be established.
Furthermore, there is no assurance that suitable people could be found to
replace Ms. Swart. In that instance, Revival may be unable to further its
business plan.
Additionally,
Ms. Swart is employed outside of Revival. Ms. Swart has been and
continues to expect to be able to commit approximately 10 hours per week of her
time, to the development of our business for the next twelve months. If
management is required to spend additional time with her outside employment, she
may not have sufficient time to devote to Revival, and as a result Revival would
be unable to develop its business plan.
Because title to the property is
held in the name of another person, if he transfers the property to someone
other than us, we will cease activities.
Title to
the property upon which we intend to conduct exploration activities is not held
in our name. Title to the property is recorded in the name of Danial Wessels
whom has an agreement with the Company for exploration upon the property. If the
owner transfers the property to a third person, the third person will obtain
good title and we will have nothing. If this should occur, we will subsequently
not own any property and we will have to cease all exploration
activities.
RISKS ASSOCIATED WITH THIS
OFFERING:
Because
we have only one officer and director who is responsible for our managerial and
organizational structure, in the future, there may not be effective disclosure
and accounting controls to comply with applicable laws and regulations which
could result in fines, penalties and assessments against the
Company.
We
currently have only one officer and director, Caroline Swart. As
such, she is solely responsible for our managerial and organizational structure
which will include preparation of disclosure and accounting controls under the
Sarbanes-Oxley Act of 2002. When these controls are implemented, she will be
responsible for the administration of the controls. Should she not have
sufficient experience, she may be incapable of creating and implementing the
controls which may cause the Company to be subject to sanctions and fines by the
Securities Exchange.
If
we complete a financing through the sale of additional shares of our common
stock in the future, then shareholders will experience dilution.
The most
likely source of future financing presently available to us is through the sale
of shares of our common stock. Any sale of common stock will result in dilution
of equity ownership to existing shareholders. This means that if we sell shares
of our common stock, more shares will be outstanding and each existing
shareholder will own a smaller percentage of the shares then outstanding. To
raise additional capital we may have to issue additional shares, which may
substantially dilute the interests of existing shareholders. Alternatively, we
may have to borrow large sums, and assume debt obligations that require us to
make substantial interest and capital payments.
Because there is no public trading
market for our common stock, you may not be able to resell your
stock.
There is
currently no public trading market for our common stock. Therefore there is no
central place, such as stock exchange or electronic trading system to resell
your shares.
There
is currently no market for Revival’s common stock, but if a market
for our common stock does develop, our stock price may be volatile.
There is
currently no market for Revival's common stock and there is no assurance that a
market will develop. If a market develops, it is anticipated that the market
price of Revival's common stock will be subject to wide fluctuations in response
to several factors including:
9
·
|
The
ability to complete the development of Revival’s anticipated exploration
plan;
|
|
·
|
The
market price of the commodities Revival anticipates exploring and mining;
and
|
|
·
|
The
ability to hire and retain competent personal in the
future.
|
While
Revival expects to apply for quotation on the OTC Bulletin Board (OTCBB), we may
not be approved, and even if approved, we may not be approved for trading on the
OTCBB; therefore shareholders may not have a market to sell their shares, either
in the near term or in the long term, or both.
We can
provide no assurance to investors that our common stock will be traded on any
exchange or electronic quotation service. While we expect to apply to the OTC
Bulletin Board, we may not be approved to trade on the OTCBB, and we may not
meet the requirements for listing on the OTCBB. If we do not meet the
requirements of the OTCBB, our stock may then be traded on the "Pink Sheets,"
and the market for resale of our shares would decrease dramatically, if not be
eliminated.
Revival has limited financial
resources at present, and proceeds from the offering may not be used to fully
develop its business.
Revival
has limited financial resources at present; as of March 31 it had $9,980 of cash
on hand with liabilities of $6,364. If it is unable to develop its
business plan, it may be required to divert certain proceeds from the sale of
Revival's stock to general administrative functions. If Revival is required to
divert some or all of proceeds from the sale of stock to areas that do not
advance the business plan, it could adversely affect its ability to continue by
restricting the Company's ability to become quoted on the OTCBB; advertise and
promote the Company and its products; travel to develop new marketing, business
and customer relationships; and retaining and/or compensating professional
advisors.
Because our securities are subject
to penny stock rules, you may have difficulty reselling your
shares.
Our
shares are penny stocks are covered by section 15(g) of the Securities Exchange
Act of 1934 which imposes additional sales practice requirements on
broker/dealers who sell the Company's securities including the delivery of a
standardized disclosure document; disclosure and confirmation of quotation
prices; disclosure of compensation the broker/dealer receives; and, furnishing
monthly account statements. For sales of our securities, the broker/dealer must
make a special suitability determination and receive from its customer a written
agreement prior to making a sale. The imposition of the foregoing additional
sales practices could adversely affect a shareholder's ability to dispose of his
stock.
Because
we do not have an Escrow or Trust Account for Investor’s Subscriptions, if we
file for Bankruptcy Protection or are forced into Bankruptcy Protection,
Investors will lose their entire investment.
Invested
funds for this offering will not be placed in an escrow or trust account.
Accordingly, if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors and
will not be used for the sourcing and sale of promotional
products.
These
risk factors, individually or occurring together, would likely have a
substantially negative effect on Revival's business and would likely cause it to
fail.
USE
OF PROCEEDS
Our
offering is being made on a self-underwritten basis - no minimum of shares must
be sold in order for the offering to proceed. The offering price per share is
$0.03. There is no assurance that we will raise the full $120,000 as
anticipated.
The
following table below sets forth the uses of proceeds assuming the sale of 25%,
50%, 75% and 100% of the securities offered for sale in this offering by the
company. For further discussion see Plan of Operation.
10
If
25% of
|
If
50% of
|
If
75% of
|
If
100% of
|
|||||||||||||
Shares
Sold
|
Shares
Sold
|
Shares
Sold
|
Shares
Sold
|
|||||||||||||
GROSS
PROCEEDS FROM THIS OFFERING
|
$
|
30,000
|
$
|
60,000
|
$
|
90,000
|
$
|
120,000
|
||||||||
Less:
OFFERING EXPENSES
|
||||||||||||||||
SEC
Filing Expenses
|
$
|
1,500
|
$
|
1,500
|
$
|
1,500
|
$
|
1,500
|
||||||||
Printing
|
$
|
500
|
$
|
500
|
$
|
500
|
$
|
500
|
||||||||
Transfer
Agent
|
$
|
3,700
|
$
|
3,700
|
$
|
3,700
|
$
|
3,700
|
||||||||
SUB-TOTAL
|
$
|
5,700
|
$
|
5,700
|
$
|
5,700
|
$
|
5,700
|
||||||||
Less: PHASE
I
|
||||||||||||||||
Soil
Geochem./soil grid samples
|
$
|
6,000
|
$
|
8,500
|
$
|
11,000
|
$
|
14,000
|
||||||||
Geologist
|
$
|
8,500
|
$
|
12,500
|
$
|
17,000
|
$
|
22,500
|
||||||||
Geo-technician
|
$
|
3,500
|
$
|
6,000
|
$
|
9,500
|
$
|
12,500
|
||||||||
Assays
|
$
|
500
|
$
|
1,000
|
$
|
5,500
|
$
|
9,500
|
||||||||
Travel
|
$
|
1,500
|
$
|
1,500
|
$
|
3,000
|
$
|
5,000
|
||||||||
Reports
|
$
|
500
|
$
|
500
|
$
|
1,500
|
$
|
2,500
|
||||||||
SUB-TOTAL
|
$
|
20,500
|
$
|
30,000
|
$
|
47,500
|
$
|
66,000
|
||||||||
|
||||||||||||||||
Less: PHASE
II
|
||||||||||||||||
Geological
Interpretation/Mapping
|
$
|
0
|
$
|
7,800
|
$
|
12,000
|
$
|
14,500
|
||||||||
MAG-VLF
Survey
|
$
|
0
|
$
|
11,000
|
$
|
14,000
|
$
|
19,000
|
||||||||
Data
Reduction Report
|
$
|
0
|
$
|
1,500
|
$
|
3,300
|
$
|
3,800
|
||||||||
SUB-TOTAL
|
$
|
0
|
$
|
20,300
|
$
|
29,300
|
$
|
37,300
|
||||||||
Less:
ADMINISTRATION EXPENSES
|
||||||||||||||||
Office,
Telephone, Internet
|
$
|
0
|
$
|
0
|
$
|
1,500
|
$
|
3,000
|
||||||||
Legal
and Accounting
|
$
|
3,500
|
$
|
4,000
|
$
|
6,000
|
$
|
8,000
|
||||||||
SUB-TOTAL
|
$
|
3,500
|
$
|
4,000
|
$
|
7,500
|
$
|
11,000
|
||||||||
TOTALS
|
$
|
30,000
|
$
|
60,000
|
$
|
90,000
|
$
|
120,000
|
The
above figures represent only estimated costs.
Legal and
accounting fees refer to the normal legal and accounting costs associated with
filing this Registration Statement under the 1933 Act as amended and maintaining
the status of a Reporting Company.
A total
of $10,000 has been raised from the sale of stock to our sole Officer and
Director - this stock is restricted and is not being registered in this
offering. The offering expenses associated with this offering are believed to be
$5,700. As of March 31 2010, Revival had a balance (less outstanding checks) of
$9,980 in cash with liabilities of $6,364. This will allow Revival to pay the
entire expenses of this offer from cash on hand.
One of
the purposes of the offering is to create an equity market, which allows Revival
to more easily raise capital, since a publicly traded company has more
flexibility in its financing offerings than one that does not.
DETERMINATION
OF OFFERING PRICE
There is
no established market for the Registrant's stock. Revival’ offering price for
shares sold pursuant to this offering is set at $0.03. Our existing shareholder,
our Officer /Director, paid $0.001 per share. The additional factors that were
included in determining the sales price are the lack of liquidity (since there
is no present market for Revival’ stock) and the high level of risk considering
the lack of operating history of Revival.
DILUTION
The price
of the current offering is fixed at $0.03 per share. This price is significantly
greater than the price paid by the Company’s sole officer and director for
common equity since the Company’s inception on February 19, 2010. The Company’s
sole officer and director paid $0.001 per share, a difference of $0.029 per
share lower than the share price in this offering.
Dilution
represents the difference between the offering price and the net tangible book
value per share immediately after completion of this offering. Net tangible book
value is the amount that results from subtracting total liabilities and
intangible assets from total assets. Dilution arises mainly as a result of our
arbitrary determination of the offering price of the shares being offered.
Dilution of the value of the shares you purchase is also a result of the lower
book value of the shares held by our existing stockholders. The following tables
compare the differences of your investment in our shares with the investment of
our existing stockholders.
11
Existing Stockholders if all
of the Shares are
Sold
Price
per share
|
$ | 0.03 | ||
Net
tangible book value per share before offering
|
$ | 0.0004 | ||
Potential
gain to existing shareholders
|
$ | 120,000 | ||
Net
tangible book value per share after offering
|
$ | 0.0083 | ||
Increase
to present stockholders in net tangible book value per share after
offering
|
$ | 0.008 | ||
Capital
contributions
|
$ | 120,000 | ||
Number
of shares outstanding before the offering
|
10,000,000 | |||
Number
of shares after offering held by existing stockholders
|
10,000,000 | |||
Existing
Stockholders Percentage of ownership after offering
|
71.4 | % |
Purchasers of Shares in this
Offering if all Shares Sold
Price
per share
|
$ | 0.03 | ||
Net
tangible book value per share after offering
|
$ | 0.0083 | ||
Increase
in net tangible book value per share after offering
|
$ | 0.008 | ||
Dilution
per share
|
$ | 0.0217 | ||
Capital
contributions by purchasers of shares
|
$ | 120,000 | ||
Capital
contributions by existing stock holders
|
$ | 10,000 | ||
Percentage
capital contributions by purchasers of shares
|
92 | % | ||
Percentage
capital contributions by existing stockholders
|
8 | % | ||
Anticipated
net offering proceeds
|
$ | 114,300 | ||
Number
of shares after offering held by public investors
|
4,000,000 | |||
Total
shares issued and outstanding
|
14,000,000 | |||
Purchasers
of shares percentage of ownership after offering
|
28.6 | % | ||
Existing
stockholders percentage of owner ship after offering
|
71.4 | % |
Purchasers
of Shares in this Offering if 75% of Shares Sold
Price
per share
|
$ | 0.03 | ||
Net
tangible book value per share after offering
|
$ | 0.0067 | ||
Increase
in net tangible book value per share after offering
|
$ | 0.006 | ||
Dilution
per share
|
$ | 0.023 | ||
Capital
contributions by purchasers of shares
|
$ | 90,000 | ||
Capital
contributions by existing stock holders
|
$ | 10,000 | ||
Percentage
capital contributions by purchasers of shares
|
90 | % | ||
Percentage
capital contributions by existing stockholders
|
10 | % | ||
Anticipated
net offering proceeds
|
$ | 84,300 | ||
Number
of shares after offering held by public investors
|
3,000,000 | |||
Total
shares issued and outstanding
|
13,000,000 | |||
Purchasers
of shares percentage of ownership after offering
|
23 | % | ||
Existing
stockholders percentage of ownership after offering
|
77 | % |
Purchasers of Shares in this
Offering if 50% of Shares Sold
Price
per share
|
$ | 0.03 | ||
Net
tangible book value per share after offering
|
$ | 0.0047 | ||
Increase
in net tangible book value per share after offering
|
$ | 0.004 | ||
Dilution
per share
|
$ | 0.025 | ||
Capital
contributions by purchasers of shares
|
$ | 60,000 | ||
Capital
contributions by existing share holders
|
$ | 10,000 | ||
Percentage
capital contributions by purchasers of shares
|
85.7 | % | ||
Percentage
capital contributions by existing stock holders
|
14.3 | % | ||
Anticipated
net offering proceeds
|
$ | 54,300 | ||
Number
of shares after offering held by public investors
|
2,000,000 | |||
Total
shares issued and outstanding
|
12,000,000 | |||
Purchasers
of shares percentage of ownership after offering
|
16.7 | % | ||
Existing
stockholders percentage of ownership after offering
|
83.3 | % |
12
Purchasers of Shares in this
Offering if 25% of Shares Sold
Price
per share
|
$ | 0.03 | ||
Net
tangible book value after offering
|
$ | 0.0025 | ||
Increase
in net tangible book value per share after offering
|
$ | 0.002 | ||
Dilution
per share
|
$ | 0.027 | ||
Capital
contributions by purchasers of shares
|
$ | 30,000 | ||
Capital
contributions by existing share holders
|
$ | 10,000 | ||
Percentage
capital contributions by purchasers of shares
|
75 | % | ||
Percentage
capital contributions by existing stock holders
|
25 | % | ||
Anticipated
net offering proceeds
|
$ | 24,300 | ||
Number
of shares after offering held by public investors
|
1,000,000 | |||
Total
shares issued and outstanding
|
11,000,000 | |||
Purchasers
of shares percentage of ownership after offering
|
9.1 | % | ||
Existing
stockholders percentage of ownership after offering
|
90.9 | % |
PLAN
OF DISTRIBUTION
The
offering consists of a maximum number of 4,000,000 common shares being offered
by Revival at $.03 per share with no minimum offering requirement.
Company
Offering
Revival
is offering for sale common stock. If Revival is unable to sell its stock and
raise money, it will not be able to complete its business plan and will
fail.
In
connection with the Company’s selling efforts in the offering, Caroline Swart
our sole officer and director will be selling shares on the Company’s behalf.
Our sole officer and director will not register as a broker-dealer pursuant to
Section 15 of the Exchange Act, but rather will rely upon the “safe harbor”
provisions of Rule 3a4-1 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from
the broker-dealer registration requirements of the Exchange Act for persons
associated with an issuer that participate in an offering of the issuer’s
securities. Ms. Swart is not subject to any statutory disqualification, as that
term is defined in Section 3(a)(39) of the Exchange Act. Ms. Swart will not be
compensated in connection with her participation in the offering by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in our securities. Ms. Swart is not, nor has she been within the
past 12 months, a broker or dealer, and she is not, nor has she been within the
past 12 months, an associated person of a broker or dealer. At the end of the
offering, Ms. Swart will continue to primarily perform substantial duties for
the Company or on its behalf otherwise than in connection with transactions in
securities. Ms. Swart will not participate in selling an offering of securities
for any issuer more than once every 12 months other than in reliance on Exchange
Act Rule 3a4-1(a)(4)(i) or (iii).
Our
Common Stock is currently considered a "penny stock" under federal securities
laws (Penny Stock Reform Act, Securities Exchange Act Section 3a (51(A)) since
its market price is below $5.00 per share. Penny stock rules generally impose
additional sales practice and disclosure requirements on broker-dealers who sell
or recommend such shares to certain investors.
Broker-dealers
who sell penny stock to certain types of investors are required to comply with
the SEC's regulations concerning the transfer of penny stock. If an exemption is
not available, these regulations require broker-dealers to: make a suitability
determination prior to selling penny stock to the purchaser; receive the
purchaser's written consent to the transaction; and, provide certain written
disclosures to the purchaser. These rules may affect the ability of
broker-dealers to make a market in, or trade our shares. In turn, this may make
it very difficult for investors to resell those shares in the public
market.
DESCRIPTION
OF SECURITIES
General
The
authorized capital stock consists of 75,000,000 shares of common stock at a par
value of $0.001 per share. We plan to offer 4,000,000 common shares
at a price of $0.03 per share. We will not sell any of the 4,000,000
common shares until the registration statement is deemed effective.
Common
Stock
As of
March 31, 2010, there are 10,000,000 shares of common stock issued and
outstanding. 10,000,000 shares are held by our Officer / Director,
Caroline Swart.
13
Holders
of common stock are entitled to one vote for each share on all matters submitted
to a stockholder vote. Holders of common stock do not have cumulative voting
rights. Therefore, holders of a majority of the shares of common stock voting
for the election of directors can elect all of the directors. Holders of common
stock representing a majority of the voting power of Revival’ capital stock
issued and outstanding and entitled to vote, represented in person or by proxy,
are necessary to constitute a quorum at any meeting of company stockholders. A
vote by the holders of a majority of the outstanding shares is required to
effectuate certain fundamental corporate changes such as liquidation, merger or
an amendment to the articles of incorporation.
Holders
of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of liquidation, dissolution or winding up, each outstanding share entitles
its holder to participate pro rata in all assets that remain after payment of
liabilities and after providing for each class of stock, if any, having
preference over the common stock. Holders of the common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to the common stock.
Shareholders
Each
shareholder has sole investment power and sole voting power over the shares
owned by such shareholder.
INTERESTS
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had, or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Dian D
Dalmy of Lakewood, Colorado, an independent legal counsel, has provided an
opinion on the validity of Revival Resources, Inc.’s issuance of common stock
and is presented as an exhibit to this filing.
The
financial statements included in this Prospectus and in the Registration
Statement have been audited by Seale and Beers CPAs of 50 Jones Blvd
Suite 202 Las Vegas NV 89107 Phone (888) 727-8251 fax (888) 782-2351 to the
extent and for the period set forth in their report (which contains an
explanatory paragraph regarding Revival' ability to continue as a going concern)
appearing elsewhere herein and in the Registration Statement, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
DESCRIPTION
OF BUSINESS
General
Revival
Resources, Inc. was incorporated on February 19, 2010, in the state of Nevada.
Revival has never declared bankruptcy, it has never been in receivership, and it
has never been involved in any legal action or proceedings. Since becoming
incorporated, Revival has not made any significant purchase or sale of assets,
nor has it been involved in any mergers, acquisitions or consolidations. Revival
is not a blank check registrant as that term is defined in Rule 419(a)(2) of
Regulation C of the Securities Act of 1933, since it has a specific business
plan or purpose.
We intend
to commence operations as an exploration stage company. We will be engaged in
the exploration of mineral properties with a view to exploiting any mineral
deposits we discover. We own an option to acquire an undivided 100%
beneficial interest in a mineral claim in located in the Golden Mining Division
situated approximately18 kilometers west of Invermere,
B.C. Canada. The claims are about 350 hectares named the Pretty Girl 4
tenure. We do not have any current plans to acquire interests in additional
mineral properties, though we may consider such acquisitions in the
future.
Unless
otherwise indicated, any reference to Revival, or “we”, “us”, “our”, etc. refers
to Revival Resources, Inc.
Our
Competition
Both the
mineral exploration and drilling industries are intensely competitive in all
phases. In our mineral exploration activities, we will compete with many
companies possessing greater financial resources and technical facilities than
us for the acquisition of mineral concessions, claims, leases and other mineral
interests as well as for the recruitment and retention of qualified employees.
We must overcome significant barriers to enter into the business of
mineral exploration as a result of our limited operating history.
Similarly,
in our drilling business, our competition includes many companies with
significantly greater experience, larger client bases, and substantially greater
financial resources. There are significant barriers to entry including large
capital requirements and the recruitment and retention of qualified, experienced
employees.
14
We cannot
assure you that we will be able to compete in any of our business areas
effectively with current or future competitors or that the competitive pressures
faced by us will not have a material adverse effect on our business, financial
condition and operating results.
Our
Office
The
principal offices are located at 112 North Curry Street Carson City Nevada
89703, Telephone (775) 321-8274 Facsimile (775)546-6003
Our
Employees
Other
than our officer and director, Caroline Swart, we have no
employees. Assuming financing can be obtained, management expects to
secure the services of consultants as necessary to implement our business
plan.
Regulation
Canadian
jurisdictions allow a mineral explorer to claim a portion of available Crown
lands as its exclusive area for exploration by depositing posts or other visible
markers to indicate a claimed area. In British Columbia the process of posting
the area, known as staking is done online at www.mtonline.gov.bc.ca. The claim
was staked by Danial Wessels. The claim is recorded in the name of Danial
Wessels.
Under
British Columbia, law title to British Columbia mining claims can only be held
by British Columbia residents. In the case of corporations, title must be held
by a British Columbia corporation. Since we are an American corporation, we can
never possess legal mining claim to the land. In order to comply with the law we
would have to incorporate a British Columbia wholly owned subsidiary-corporation
and obtain audited financial statements. We believe those costs would be a waste
of our money at this time since the legal costs of incorporating a subsidiary
corporation, the accounting costs of audited financial statements for the
subsidiary corporation, together with the legal and accounting costs of
expanding this registration statement would cost many thousands of dollars.
Accordingly, we have elected not to create the subsidiary at this time, but will
do so if mineralized material is discovered on the property and the Company
exercises its option agreement.
In the
event that we find reserves of mineralized material and the mineralized material
can be economically extracted, we will form a wholly owned British Columbia
subsidiary corporation and Mr. Wessels will transfer title to the property to
the wholly owned subsidiary corporation. Should Mr. Wessels transfer title to
another person and that deed is recorded before we record our documents, that
other person will have superior title and we will have no title. In that event,
we will have to cease or suspend operations. However, Mr. Wessels will be liable
to us for monetary damages for breach of his fiduciary duty to us. If that
occurs, we would sue Mr. Wessels for the loss of our investment.
All
Canadian lands and minerals which have not been granted to private persons are
owned by either the federal or provincial governments in the name of Her
Majesty. Un-granted minerals are commonly known as Crown minerals. Ownership
rights to Crown minerals are vested by the Canadian Constitution in the province
where the minerals are located. In the case of the company's property, that is
the Province of British Columbia. In the nineteenth century the practice of
reserving the minerals from fee simple Crown grants was established. Legislation
now ensures that minerals are reserved from Crown land dispositions. The result
is that the Crown is the largest mineral owner in Canada, both as the fee simple
owner of Crown lands and through mineral reservations in Crown grants. Most
privately held mineral titles are acquired directly from the Crown. The
company's property is one such acquisition. Accordingly, fee simple title to the
company's property resides with the Crown.
The
company's claims are mining leases issued pursuant to the British Columbia
Mineral Act. The lessee has exclusive rights to mine and recover all of the
minerals contained within the surface boundaries of the lease continued
vertically downward.
The
property is unencumbered, that is there are no claims, liens, charges or
liabilities against the property, and there are no competitive conditions that
are the action of some unaffiliated third party, which could affect the
property. Further, there is no insurance covering the property and we believe
that no insurance is necessary since the property is unimproved and contains no
buildings or improvements.
Overview
of Our Mineral Exploration Business
Mineral
exploration is essentially a research activity that does not produce a product.
Successful exploration often results in increased project value that can
be realized through the optioning or selling of the claimed site to larger
companies. As such, we intend to acquire properties which we believe have
potential to host economic concentrations of minerals. These acquisitions
have and may take the form of mining claims on provincial land, or leasing
claims, or private property owned by others. An “unpatented” mining claim
is an interest that can be acquired to the mineral rights on open lands of the
provincially owned public domain. Claims are staked in accordance with the
rules and regulations pursuant to laws of British Columbia established by the
Ministry of Energy, Mines and Petroleum Resources.
15
We plan
to perform basic geological work to identify specific drill targets on the
properties, and then collect subsurface samples by drilling to confirm the
presence of mineralization (the presence of economic minerals in a specific area
or geological formation). We may enter into joint venture agreements with
other companies to fund further exploration work. By such prospects, we
mean properties that may have been previously identified by third parties,
including prior owners such as exploration companies, as mineral prospects with
potential for economic mineralization. Often these properties have been
sampled, mapped and sometimes drilled, usually with indefinite results.
Accordingly, such acquired projects will either have some prior
exploration history or will have strong similarity to a recognized geologic ore
deposit model. Geographic emphasis will be placed on the western United
States. The focus of our activity will be to acquire properties that we believe
to be undervalued; including those that we believe to hold previously
unrecognized mineral potential.
Our
current mineral property Pretty Girl 4 is owned by an affiliate which the
Company has an option to purchase in the future. This agreement is held by
Danial Wessels and the Company. Our strategy with properties deemed to be
of higher risk or those that would require very large exploration expenditures
is to present them to larger companies for joint venture. Our joint
venture strategy is intended to maximize the abilities and skills of the
management group, conserve capital, and provide superior leverage for investors.
If we present a property to a major company and they are not interested,
we will continue to seek an interested partner.
DESCRIPTION
OF PROPERTY
The
principal offices are located at 112 North Curry Street Carson City Nevada
89703. The telephone number is (775) 321-8274 the fax number is (775)
546-6003. Revival’ management does not currently have policies regarding the
acquisition or sale of real estate assets primarily for possible capital gain or
primarily for income. Revival does not presently hold any investments or
interests in real estate, investments in real estate mortgages or securities of
or interests in persons primarily engaged in real estate
activities.
We own an
option to the mineral exploration rights relating to the six mineral claims in
the Pretty Girl 4 claim group. We do not own any real property
interest in the claims or any other property.
Summary of Revival’s Mineral
Exploration Prospects
The
Company plans to explore and potentially develop the mineral claims in the
Pretty Girl 4 mineral claim group in British Columbia, Canada. The Pretty Girl 4
group consists of six claims, 4 are contiguous claims, two nearby claims and one
reverted crown grant (totaling 350 hectares) in the Golden Mining Division
situated approximately 18 kilometers west of Invermere, B.C. The pertinent claim
data is as follows:
_____________________________________________________
CLAIM
NAME LOT NO.
__________________________
Sitting
Bull
|
4097
|
__________________________
Mary
G.
|
4098
|
__________________________
Colorado
|
4099
|
_______________________
Mabel
R
|
5103
|
__________________________
Alice
|
5350
|
__________________________
The
company has optioned the mineral titles to the Pretty Girl 4 tenure which
includes Mabel R, Alice, Mary G, Sitting Bull and Colorado mining
claims, registered
collectively as the Pretty Girl 4 claims. The company plans to explore these
claims and develop potential precious metal reserves. To date, the company's
operations have been limited to research, acquiring the mineral titles to this
group of claims and organizational activities, such as preparing this
prospectus. We have not begun our exploration program. To date, no minerals
reserves have been developed and we have generated no revenues from our
operations.
16
We have
no plans to change our business activities or to combine with another business
and are not aware of any events or circumstances that might cause us to change
our plans. We have no revenues, have achieved losses since inception, have no
operations, have been issued a going concern opinion and rely upon the sale of
our securities to funds operations.
Claim
Revival
acquired one mineral tenure, Pretty Girl 4, in British Columbia, Canada by
entering into an Option Agreement on the same from Danial Wessels, an affiliate.
The tenure (claims) is located within the Golden Mining Division of the British
Columbia Ministry of Energy, Mines and Petroleum Resources. It is comprised of
14 units (one unit represent 25 hectares), for a total of 350 hectares. The
claim is identified as follows:
Tenure Number | Claim Name | Issue Date | |
753362 | Pretty Girl 4 | April 27 2010 |
The
company plans to explore this property for mineralized deposits of zinc, copper,
silver and gold. The company cannot provide any assurance or guarantee that
substantial reserves of any of the above minerals will be found on the
property.
On April
27, 2010, Revival Resources entered into an Option Agreement with, an affiliate,
Mr. Danial Wessels and he grants to the company the sole and exclusive right and
option to acquire an undivided 100%of the right, title and interest of Mr.
Wessels in and to the claim. This agreement is subject to consideration of the
following:
(a) The
company, or its permitted assigns, incurring exploration expenditure on the
claims of a minimum of $12,500 on or before April 30, 2011
(b) The
company, or its permitted assigns, incurring exploration expenditures on the
claims of a further $45,000 (for aggregate minimum exploration expenses of
$57,500) on or before April 30, 2012 and
(c) Upon
exercise of the Option, Revival Resources agrees to pay Mr. Wessels,
commencing July 1, 2013, the sum off $35,000 per annum for so
long as Revival Resources, or its permitted assigns, holds any interest in the
claims.
To date
we have not performed any work on the claim nor have we spent any money on
exploration and development activities. We cannot provide any assurance
whatsoever that the claims will ever be productive.
Location,
Access and Description
These
claims are located approximately 18 kilometers due west of Invermere, BC Canada.
The claims occupy a large spur between Law Creek to the north and Bruce Creek to
the south. The property lies within NTS map sheet 82K049 and 82K059 at latitude
50(degree) 31'north, longitude 116(degree) 18'west.
Overview
of Regulatory, Economic and Environmental Issues
Canadian
jurisdictions allow a mineral explorer to claim a portion of available Crown
lands as its exclusive area for exploration by depositing posts or other visible
markers to indicate a claimed area. The process of posting the area is known as
staking.
17
All
Canadian lands and minerals which have not been granted to private persons are
owned by either the federal or provincial governments in the name of Her
Majesty. Un-granted minerals are commonly known as Crown minerals. Ownership
rights to Crown minerals are vested by the Canadian Constitution in the province
where the minerals are located. In the case of the company's property, that is
the Province of British Columbia. In the nineteenth century the practice of
reserving the minerals from fee simple Crown grants was established. Legislation
now ensures that minerals are reserved from Crown land dispositions. The result
is that the Crown is the largest mineral owner in Canada, both as the fee simple
owner of Crown lands and through mineral reservations in Crown grants. Most
privately held mineral titles are acquired directly from the Crown. The
company's property is one such acquisition. Accordingly, fee simple title to the
company's property resides with the Crown.
Underground
metal mines generally involve higher grade ore bodies. Less tonnage is
mined underground, and generally the higher grade ore is processed in a mill or
other refining facility. This process results in the accumulation of waste
by-products from the washing of the ground ore. Mills require associated
tailings ponds to capture waste by-products and treat water used in the milling
process.
Capital
costs for mine, mill and tailings pond construction can easily run into the
hundreds of millions of dollars. These costs are factored into the profitability
of a mining operation. Metal mining is sensitive to both cost considerations and
to the value of the metal produced. Metals prices are set on a world-wide
market and are not controlled by the operators of the mine. Changes in
currency values or exchange rates can also impact metals prices. Thus changes in
metals prices or operating costs can have a huge impact on the economic
viability of a mining operation.
Environmental
protection and remediation is an increasingly important part of mineral
economics. Estimated future costs of reclamation or restoration of mined
land are based principally on legal and regulatory requirements. Reclamation of
affected areas after mining operations may cost millions of dollars. Often
governmental permitting agencies are requiring multi-million dollar bonds from
mining companies prior to granting permits, to insure that reclamation takes
place. All environmental mitigation tends to decrease profitability of the
mining operation, but these expenses are recognized as a cost of doing business
by modern mining and exploration companies.
Mining
and exploration activities are subject to various laws and regulations governing
the protection of the environment. These laws and regulations are continually
changing and are generally becoming more restrictive. We conduct our operations
so as to protect the public health and environment and believe our operations
are in compliance with applicable laws and regulations in all material respects.
We have made, and expect to make in the future, expenditures to comply with such
laws and regulations, but cannot predict the full amount of such future
expenditures.
Every
mining activity has an environmental impact. In order for a proposed mining
project to be granted the required governmental permits, mining companies are
required to present proposed plans for mitigating this impact. In the British
Columbia, where our properties are located, no mine can operate without
obtaining a number of permits. These permits address the social, economic, and
environmental impacts of the operation and include numerous opportunities for
public involvement and comment.
LEGAL
PROCEEDINGS
Revival
Resources, Inc. is not currently a party to any legal proceedings.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No
Public Market for Common Stock
There is
presently no public market for the common stock. Revival anticipates applying
for trading of the common stock on either the OTCBB or PinkSheets upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, Revival can provide no assurance that its shares will be traded
on the OTCBB or, if traded, that a public market will materialize.
Holders
of the Common Stock
As of the
date of this registration statement, Revival had one (1) registered
shareholder. Caroline Swart, sole Officer and Director currently owns
10,000,000 common shares, which represent 100% of the issued and outstanding
common stock.
Dividend
Policy
18
We
anticipate that we will retain any earnings to support operations and to finance
the growth and development of our business. Therefore, we do not expect to pay
cash dividends in the foreseeable future. Any further determination to pay cash
dividends will be at the discretion of our board of directors and will be
dependent on the financial condition, operating results, capital requirements
and other factors that our board deems relevant. We have never declared a
dividend.
Equity
Compensation Plan
To date,
Revival has no equity compensation plan, has not granted any stock options and
has not granted registration rights to any person(s).
19
SEALE AND
BEERS, CPAs
PCAOB
& CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors
Revival
Resources, Inc.
(An
Exploration Stage Company)
We have
audited the accompanying balance sheet of Revival Resources, Inc. (An
Exploration Stage Company) as of March 31, 2010, and the related statements of
operations, stockholders’ equity (deficit) and cash flows for the period from
inception on February 19, 2010 through March 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
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan
and perform the audits 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 audits provide 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 Revival Resources, Inc. (An
Exploration Stage Company) as of March 31, 2010, and the related statements of
operations, stockholders’ equity (deficit) and cash flows for the period from
inception on February 19, 2010 through March 31, 2010, in conformity with
accounting principles generally accepted in the United States of
America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has had a loss from operations of $6,384, an
accumulated deficit of $6,384, working capital of $3,616 and has earned no
revenues since inception, which raises substantial doubt about its ability to
continue as a going concern. Management’s plans concerning these
matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ Seale
and Beers, CPAs
Seale and
Beers, CPAs
Las
Vegas, Nevada
May 28,
2010
50 S.
Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax:
(888)782-2351
20
REVIVAL
RESOURCES, INC.
(An
Exploration Stage Company)
FINANCIAL
STATEMENTS
MARCH
31, 2010
REPORT
OF INDEPENDENT PUBLIC ACCOUNTING FIRM
BALANCE
SHEET
STATEMENT
OF OPERATIONS
STATEMENT
OF STOCKHOLDERS’ EQUITY
STATEMENT
OF CASH FLOWS
NOTES
TO INTERIM FINANCIAL STATEMENTS
21
REVIVAL
RESOURCES, INC.
(An
Exploration Stage Company)
BALANCE
SHEET
(Audited)
March
31, 2010
|
||||
ASSETS
|
||||
CURRENT
ASSETS
|
||||
Cash
|
$ | 9,980 | ||
TOTAL
CURRENT ASSETS
|
$ | 9,980 | ||
LIABILITIES
AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||
CURRENT
LIABILITIES
|
||||
Accounts payable and accrued
liabilities
|
$ | 5,000 | ||
Loan from Related
Party
|
1,364 | |||
TOTAL
CURRENT LIABILITIES
|
$ | 6,364 | ||
STOCKHOLDERS’
EQUITY (DEFICIT )
|
||||
Capital stock (Note
5)
|
||||
Authorized
|
||||
75,000,000 shares of common
stock, $0.001 par value,
|
||||
Issued and
outstanding
|
||||
10,000,000 shares of
common stock at March 31, 2010
|
10,000 | |||
Additional paid-in
capital
|
- | |||
Deficit accumulated during the
exploration stage
|
(6,384 | ) | ||
Total stockholders’ equity
(deficit)
|
$ | 3,616 | ||
Total Liabilities and
Stockholders’ Equity
|
$ | 9,980 |
The
accompanying notes are an integral part of these financial
statements
22
REVIVAL
RESOURCES, INC.
(An
Exploration Stage Company)
STATEMENT
OF OPERATIONS
(Audited)
Cumulative
results of operations from February 19, 2010 (date of inception)
to March 31, 2010
|
||||
REVENUES
|
- | |||
EXPENSES
|
||||
General
and Administrative
|
$ | (6,384 | ) | |
NET
LOSS BEFORE PROVISION FOR INCOME TAX
|
$ | (6,384 | ) | |
Provision
for Income Tax
|
- | |||
NET
LOSS
|
$ | (6,384 | ) |
BASIC
AND DILUTED NET LOSS PER COMMON SHARE
|
$ | 0.00 | ||
WEIGHTED
AVERAGE NUMBER OF BASIC AND DILUTED COMMON SHARES
OUTSTANDING
|
10,000,000 |
The
accompanying notes are an integral part of these financial
statements
23
REVIVAL
RESOURCES, INC.
(An
Exploration Stage Company)
STATEMENT
OF STOCKHOLDERS’ EQUITY (DEFICIT)
FROM
INCEPTION (February 19, 2010) TO MARCH 31, 2010
(Audited)
Common
Stock
|
||||||||||||||||||||
Number
of shares
|
Amount
|
Additional
Paid-in Capital
|
Deficit
Accumulated During the Exploration Stage
|
Total
|
||||||||||||||||
Balance
at Inception February 19, 2010
|
||||||||||||||||||||
Common
stock issued for cash at $0.001 per share
|
||||||||||||||||||||
-
February 24, 2010
|
10,000,000 | $ | 10,000 | $ | - | $ | - | $ | 10,000 | |||||||||||
Net
Loss for the period from inception on February 19, 2010 to March 31,
2010
|
- | - | - | (6,384 | ) | (6,384 | ) | |||||||||||||
Balance,
March 31, 2010
|
10,000,000 | $ | 10,000 | $ | - | $ | (6,384 | ) | $ | 3,616 |
The
accompanying notes are an integral part of these financial
statements
24
REVIVAL
RESOURCES, INC.
(An
Exploration Stage Company)
STATEMENT
OF CASH FLOWS
(Audited)
February
19, 2010 (date of inception) to
March
31, 2010
|
||||
OPERATING
ACTIVITIES
|
||||
Net loss
|
$ | (6,384 | ) | |
Adjustment to reconcile net loss
to net cash used in
operating
activities
|
||||
Increase (decrease) in accrued
expenses
|
5,000 | |||
Loan
from related party
|
1,364 | |||
NET
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(20 | ) | ||
INVESTING
ACTIVITIES
|
- | |||
FINANCING
ACTIVITIES
|
||||
Proceeds from sale of common
stock
|
10,000 | |||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
10,000 | |||
NET
INCREASE (DECREASE) IN CASH
|
9,980 | |||
CASH,
BEGINNING OF PERIOD
|
- | |||
CASH,
END OF PERIOD
|
$ | 9,980 | ||
Supplemental
cash flow information and noncash financing activities:
Cash paid
for:
Interest
|
$ | - |
Income taxes
|
$ | - |
The
accompanying notes are an integral part of these financial
statements
25
NOTE
1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION
Revival
Resources, Inc. (“Company”) is in the initial development stage and has incurred
losses since inception totalling $6,384. The Company was incorporated
on February 19, 2010 in the State of Nevada and established a fiscal year end of
March 31st. The
Company is a development stage company and is a mineral exploration
company.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
financial statements present the balance sheet, statements of operations,
stockholders’ deficit and cash flows of the Company. These financial statements
are presented in United States dollars and have been prepared in accordance with
accounting principles generally accepted in the United States.
Use
of Estimates and Assumptions
Preparation
of the financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results could differ from those
estimates.
Cash
and Cash Equivalents
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
Fair
Value
In
accordance with the requirements of ASC Topic 820, the Company has determined
the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value
of financial instruments classified as current assets or liabilities approximate
their carrying value due to the short-term maturity of the
instruments.
Income Taxes
The
Company follows the liability method of accounting for income taxes in
accordance with ASC Topic 740. Deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax balances. Deferred tax assets and liabilities
are measured using enacted or substantially enacted tax rates expected to apply
to the taxable income in the years in which those differences are expected to be
recovered or settled. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion or all of the deferred tax assets will not be
realized. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the date
of enactment or substantive enactment.
Revenue
and Cost Recognition
The
Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.
Advertising
The
company expenses advertising as incurred. The company has had no
advertising since inception.
Property
The
Company does not own or lease any real property.
26
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Net
Loss per Share
Basic
loss per share includes no dilution and is computed by dividing loss available
to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive loss per share reflects the
potential dilution of securities that could share in the losses of the
Company. Because the Company does not have any potentially dilutive
securities, the accompanying presentation is only of basic loss per
share.
Foreign
Currency Translation
The
financial statements are presented in United States dollars. In accordance with
ASC Topic 830, "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. Non-monetary assets and liabilities are translated at exchange
rates prevailing at the transaction date. Revenue and expenses are translated at
average rates of exchange during the periods presented. Related
translation adjustments are reported as a separate component of stockholder’s
equity (deficit), whereas gains or losses resulting from foreign currency
transactions are included in results of operations.
Stock-based
Compensation
The
Company has not adopted a stock option plan and has not granted any stock
options. Accordingly, no stock-based compensation has been recorded
to date.
Share
Based Expenses
In
accordance with ASC Topic 230, this statement requires a public entity to
expense the cost of employee services received in exchange for an award of
equity instruments. This statement also provides guidance on valuing and
expensing these awards, as well as disclosure requirements of these equity
arrangements. The Company adopted ASC Topic 230 upon creation of the
company and expenses share based costs in the period incurred.
Recent
Accounting Pronouncements
The
company has evaluated all the recent accounting pronouncements through May 25,
2010 and believe that none of them will have a material effect on the company’s
financial statement.
NOTE
3 – GOING CONCERN
The
Company’s financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This
contemplates the realization of assets and the liquidation of liabilities in the
normal course of business. Currently, the Company does not have cash
nor material assets, nor does it have operations or a source of revenue
sufficient to cover its operation costs and allow it to continue as a going
concern. The Company has a deficit accumulated since inception
(February 19, 2010) through March 31, 2010, of ($6,384).The Company will be
dependent upon the raising of additional capital through placement of our common
stock in order to implement its business plan. There can be no
assurance that the Company will be successful in either situation in order to
continue as a going concern. The Company is funding its initial
operations by way of issuing Founder’s shares. As of March 31, 2010, the Company
had issued 10,000,000 Founder’s shares sold at $0.001 per share. These financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and classification of
liabilities that might result from this uncertainty
The
officers and directors have committed to advancing certain operating costs of
the Company.
NOTE
4 - FAIR VALUE OF FINANCIAL INSTRUMENTS
In
accordance with ASC Topic 825 and 820 the Company has determined the estimated
fair value of financial instruments using available market information and
appropriate valuation methodologies. The fair value of financial
instruments classified as current assets or liabilities approximate their
carrying value due to the short-term maturity of the instruments.
27
NOTE
5 – CAPITAL STOCK
The
Company’s capitalization is 75,000,000 common shares with a par value of $0.001
per share. No preferred shares have been authorized or
issued.
As of
March 31, 2010, the Company has not granted any stock options and has not
recorded any stock-based compensation.
On
February 24, 2010, a director of the Company purchased 10,000,000 shares of the
common stock in the Company at $0.001 per share for $10,000. The Company has
10,000,000 shares issued and outstanding as at March 31, 2010
NOTE
6 – INCOME TAXES
We did
not provide any current or deferred U.S. federal income tax provision or benefit
for any of the periods presented because we have experienced operating losses
since inception. In accordance with ASC Topic 740 – Accounting for Income Tax
and ASC Topic 605 - Accounting for Uncertainty in Income Taxes, when it is more
likely than not that a tax asset cannot be realized through future income the
Company must allow for this future tax benefit. We provided a full
valuation allowance on the net deferred tax asset, consisting of net operating
loss carryforwards, because management has determined that it is more likely
than not that we will not earn income sufficient to realize the deferred tax
assets during the carryforward period.
The
components of the Company’s deferred tax asset as of March 31, 2010 are as
follows:
March 31,
2010
Net
operating loss carry
forward $ 6,384
Times Tax
at Statutory
rate 35%
Deferred
Tax
Asset 2,234
Valuation
allowance (2,234)
Net
deferred tax
asset $ 0
The net
federal operating loss carry forward will expire between 2028 and
2029. This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
NOTE
7 – LOAN PAYABLE – RELATED PARTY LOANS
On Feb
19, 2010 the Shareholder paid incorporation costs of $1,364 on behalf of the
Company. This was booked as a loan from related party. The loan is
payable on demand and without interest.
NOTE
8 - SUBSEQUENT EVENTS
On April
27, 2010 the Company entered into an option agreement with an affiliate to
purchase 100% undivided interest in a mining claim located in the Invermere
area, British Columbia, Canada.
The
Company, according to the option agreement, must complete exploration
expenditure of $12,500 on or before April 30, 2011. A further $45,000 of
completed exploration expenditures on or before April 30, 2012 for an aggregate
minimum exploration expenses of $57,500.
28
Upon
exercise of the option the Company agrees to pay the Vendor, commencing July 1,
2013, the sum of $35,000 per annum for as long as the Company holds any interest
in the Claims.
The
Company has evaluated subsequent events through May 28, 2010, the date which the
financial statements were available to be issued, and no other events have
occurred.
29
MANAGEMENT’S
DISCUSSION AND ANALYSIS
You
should read the following discussion and analysis of our financial condition and
results of operations together with our financial statements and related notes
appearing elsewhere in this prospectus. This discussion and analysis
contains forward-looking statements that involve risks, uncertainties and
assumptions. Our actual results may differ materially from those
anticipated in these forward-looking statements as a result of many factors,
including, but not limited to, those set forth under “Risk Factors and
Uncertainties” and elsewhere in this prospectus.
Overview
We were
recently incorporated on February 19, 2010 in the State of Nevada, we have no
subsidiaries. We have not begun operations and we have not generated
any revenue. We intend to commence operations as an exploration stage
company. We will be engaged in the exploration of mineral properties with a view
to exploiting any mineral deposits we discover. We own an option to
acquire an undivided 100% beneficial interest in a mineral claim in the Pretty
Girl 4 group consisting of six claims, 4 are contiguous claims, two nearby
claims and one reverted crown grant (totaling 350 hectares) in the Golden Mining
Division situated approximately18 kilometers west of Invermere, B.C.
We do not have any current plans to acquire interests in additional mineral
properties, though we may consider such acquisitions in the future.
Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve (12) months. Our auditors’ opinion is based on the
uncertainty of our ability to establish profitable operations. The opinion
results from the fact that we have not generated any
revenues. Accordingly, we must raise cash from sources other than
operations. Our only other source for cash at this time is investments by others
in our Company. We must raise cash to implement our project and begin our
operations. The money we raise in this offering would last an estimated 12
months, however we will require additional beyond the proceeds raised in this
offering getting to a level of operations.
We have
only one Officer and one Director who is one and the same person. She is
responsible for our managerial and organizational structure which will include
preparation of disclosure and accounting controls under the Sarbanes Oxley Act
of 2002. When these controls are implemented, she will be responsible for the
administration of the controls. Should she not have sufficient experience, she
may be incapable of creating and implementing the controls which may cause us to
be subject to sanctions and fines by the Securities and Exchange Commission
which ultimately could cause you to lose your investment.
The
Company’s ability to commence operations is entirely dependent upon the proceeds
to be raised in this offering. If we cannot raise at least the
minimum offering amount, we will be unable to establish a base of operations,
without which it will be unable to begin to generate any revenues in the future.
If we do not produce sufficient cash flow to support its operations over
the next 12 months, the Company will need to raise additional capital by issuing
capital stock in exchange for cash in order to continue as a going concern.
There are no formal or informal agreements to attain such
financing. We cannot assure any investor that, if needed, sufficient
financing can be obtained or, if obtained, that it will be on reasonable terms.
Without realization of additional capital, it would be unlikely for
operations to continue and any investment made by an investor would be lost in
its entirety.
We do not
expect to incur research and development costs within the next twelve (12)
months. We currently do not own any significant plant or equipment
that it would seek to sell in the near future. Management does not
anticipate the need to hire employees over the next twelve (12)
months. Currently, the Company believes the services provided by its
officer and director appears sufficient at this time. The Company has
not paid for any expenses on behalf of any director.
Plan
of Operations
The
success of our business plan is dependent upon raising 25% of the proceeds from
this offering. If we are successful in the raise we plan to implement
the following initial exploration program consisting of two phases. The
first phase would consist of soil geochemical and soil grid sampling and
prospecting. Geochemical sampling involves gathering rock and soil samples from
property areas with the most potential to host economically significant
mineralization. Prospecting involves analyzing rocks on the property surface
with a view to discovering indications of potential mineralization. All
samples gathered are sent to a laboratory where they are crushed and analyzed
for metal content.
30
Phase I
is estimated to cost up to $66,000 as described below:
If
25% of Share Sold
|
If
50% of Share Sold
|
If
75% of Share Sold
|
If
100% of Share Sold
|
|||||||||||
Soil
Geochem./soil grid samples
|
$
|
6,000
|
$
|
8,500
|
$
|
11,000
|
$
|
14,000
|
||||||
Geologist
|
$
|
8,500
|
$
|
12,500
|
$
|
17,000
|
$
|
22,500
|
||||||
Geo-technician
|
$
|
3,500
|
$
|
6.000
|
$
|
9,500
|
$
|
12,500
|
||||||
Assays
|
$
|
500
|
$
|
1,000
|
$
|
5,500
|
$
|
9,500
|
||||||
Travel
|
$
|
1,500
|
$
|
1,500
|
$
|
3,000
|
$
|
5,000
|
||||||
Reports
|
$
|
500
|
$
|
500
|
$
|
1,500
|
$
|
2,500
|
||||||
SUB-TOTAL
|
$
|
20,500
|
$
|
30,000
|
$
|
47,500
|
$
|
66,000
|
The
Company has estimated the allocation of the anticipated proceeds for Phase I
described above from this offering based upon the Company successfully selling
25%, 50%, 75% and 100% of the shares in this offering. (Potential
investors must be aware that there is no guarantee or assurance that the Company
will be successful in raising any of the estimated
proceeds).
If the
Company is unsuccessful in raising the full $120,000 from the offering we would
be required to limit Phase I exploration by reducing the number of samples we
take. Potential investors must be aware that any decrease in sampling
and/or prospecting will reduce the potential for success in discovering metals
on the property and consequently increase the likelihood of our business to
fail. If we are unsuccessful with the Phase I exploration program any
investment made into the Company would be lost in its entirety.
The
second phase would consist of a follow-up of the initial stage geological
mapping and include detailed geological mapping. Geological mapping
involves plotting previous exploration data relating to a property on a map in
order to determine the best property locations to conduct subsequent exploration
work.
Phase
II would cost up to $37,300 as outlined below.
If
25% of Share Sold
|
If
50% of Share Sold
|
If
75% of Share Sold
|
If
100% of Share Sold
|
|||||||||||
Geological
Interpretation/Mapping
|
$
|
0
|
$
|
7,800
|
$
|
12,000
|
$
|
14,500
|
||||||
MAG-VLF
Survey
|
$
|
0
|
$
|
11,000
|
$
|
14,000
|
$
|
19,000
|
||||||
Data
Reduction Report
|
$
|
0
|
$
|
1,500
|
$
|
3,300
|
$
|
3,800
|
||||||
SUB-TOTAL
|
$
|
0
|
$
|
20,300
|
$
|
29,300
|
$
|
37,300
|
The
Company has estimated the allocation of the anticipated proceeds for Phase II
described above from this offering based upon the Company successfully selling
25%, 50%, 75% and 100% of the shares in this offering. (Potential
investors must be aware that there is no guarantee or assurance that the Company
will be successful in raising any of the estimated
proceeds).
31
If the
Company is unsuccessful in raising the full $120,000 from the offering resulting
in reduced sampling; subsequently the mapping would also be
limited. In fact, if 25% or less of the anticipated offering is
achieved there would be no funds available for mapping. This would be
detrimental to the success of the exploration program and would likely result in
business failure resulting in a complete loss of any investment made into the
Company
Please
note that the above are estimates and the costs may be significantly different
that the above figures. Moreover the above estimates do not include
expenses associated with this offering, estimated at $5,700.
We plan
to commence the phase one exploration program on the mineral claim after raising
the required funds from this offering. There can be no guarantee or
assurance that the Company will be able to raise the required proceeds through
this offering to fund either Phase I or Phase II described above. If
the Company is unable to raise the required proceeds from this offering its
business plan would fail and any investment made into the Company would be
lost.
Currently
management estimates the proceeds from this offering can be raised within 120
days if and when the prospectus herein is deemed effective by the
SEC. Contingent upon this offering and once the proceeds are raised
Phase I should begin from approximately 30 to 60 days. We currently
do not have any verbal or written agreement regarding the retention of any
qualified engineer or geologist for either of these exploration programs and do
not plan on obtaining any such retention until the proceeds from this offering
are raised.
We will
require additional funding in order to proceed with the exploration on the
mineral claim within British Columbia and satisfy the option agreement by and
between Danial Wessels and the Company. We are contingent upon additional
funding from equity financing from the sale of our common stock through this
offering. Other than described herein we do not have any arrangements in place
for any future equity financing or loans.
Title
to the Mineral Claims
Pretty
Girl 4 mineral claim group is located in British Columbia, Canada. The Pretty
Girl 4 group consists of six claims, 4 are contiguous claims, two nearby claims
and one reverted crown grant (totaling 350 hectares) in The property is located
the Golden Mining Division situated approximately18 kilometers west
of Invermere, B.C. Title to the claim is held by Danial Wessels of Richmond BC.
The Company has an option to purchase the claim based upon certain conditions
being met by the Company.
A
“mineral claim” refers to a specific section of land over which a title holder
owns rights to explore the ground and subsurface, and extract
minerals.
Claim
details are as follows:
|
Mining
Claim (Tenure):
|
753362
|
On
April 27, 2010 Dan Wessels granted to Revival the sole and exclusive
right and option to acquire an undivided 100% of the right, title and
interest to the Claims, subject only to Danial Wessels receiving the
consideration:
|
(a)
|
Revival,
or its permitted assigns, incurring exploration expenditures on the Claims
of a minimum of $12,500 on or before April 30, 2011;
and
|
(b)
|
Revival,
or its permitted assigns, incurring exploration expenditures on the Claims
of a further $45,000 (for aggregate minimum exploration expenses of
$57,500) on or before April 30,
2012.
|
Upon
exercise of the Option, Revival agrees to pay Danial Wessels, commencing
July 1, 2013, the sum of $35,000 per annum for so long as Revival, or its
permitted assigns, holds any interest in the Claims. Failure to make any
such annual payment shall result in termination of the Option
Agreement.
|
32
A mineral
exploration license is issued for one year. In order to maintain the
claims, we must pay a fee of less than $1,000 per year, or we must perform work
on the claims. As long as the fees are paid, no work has to be performed to
maintain the claims in good order. The renewal fees may increase in the
future.
Mineralization/
Exploration History
The
Pretty Girl 4 Mineral Claims are situated on Bruce Creek at 2300 metres
elevation above sea level in the Golden Mining Division.
Regionally,
the area is underlain by Proterozoic classic sedimentary rocks of the Purcell
and Windermere super-grounds and by lower Paleozoic strata of the Beaverfoot and
Mount Forster formations (Geoscience Map 1995-1).
The
Purcell Supergroup strata include the Aldridge, Creston, Kitchener, Dutch Creek
and Mount Nelson formations. The Windermere Supergroup unconformably
overlies the Purcell Supergroup rocks and includes the Toby Formation and
Horsethief Creek Group (Paper 1990-1).
In the
vicinity of the occurrence, rocks of the Kitchener and Dutch Creek formations
have been further subdivided and assigned to the Van Creek and Gateway
formations. The Van Creek Formation correlates with the Lower
Kitchener Formation while the Gateway Formation is equivalent to the lower
portion of the Dutch Creek Formation. The Mount Nelson Formation has
been subdivided into seven discrete members, a lower quartzite, a lower
dolomite, a middle dolomite, a purple dolomite, an upper middle dolomite, and
upper quartzite, and an upper dolomite (Open File 1990-26).
Rocks of
the Horsethief Creek Group, Beaverfoot and Mount Forster formations are folded
and overthrusted by rocks of the upper portion of the Dutch Creek Formation and
the lower members of the Mount Nelson Formation. The sedimentary
rocks have undergone regional metamorphism to at least greenschist
facies.
One of
the claims, the Sitting Bull claim, was previously in production. Sitting Bull
consists of galena and stribnite occurring in 5 to 30 centimeter wide quartz
veins which are emplaced parallel to the bedding of the host Mount Nelson
dolomite (Minister of Mines Annual Report 1915). This claim has been
explored with several adits and a vertical shaft driven to a depth of 25
metres. In 1919, 12 tons of high grade ore was mined from the
workings to produce 32,472 grams of silver and 3841 kilograms of
lead.
Bibliography
|
EMPR AR
1899-595,667; 1902-303; 1915-96; 1916-187;
*1817-145,178; 1918-151; 1919-113; 1925-222
EMPR BC
METAL MM00580
EMPR
FIELDWORK 1989, pp. 29-37
EMPR GEOS
MAP 1995-1
EMPR
INDEX 3-213
EMPR OF
1990-26
EMPR PF
(82KSE General File - Geology map by P. Billingsley, 1958)
GSC MAP
1326A
GSC MEM
369
Pope,
A.J. (1989): The Tectonics and Mineralization of the
Toby- Horsethief Creek Area, Purcell Mountains, Southeast
British Columbia, Canada, unpublished Ph.D. Thesis, University
of London, England
Date
Coded: 1985/07/24 Coded
By: BC Geological Survey (BCGS)
Date
Revised: 1995/09/15 Revised By: Gilles
J. Arseneau (GJA)
Compliance
with Government Regulation
We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in the Canada
generally, and in British Columbia specifically.
33
We will
have to sustain the cost of reclamation and environmental mediation for all
exploration and development work undertaken. 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 currently planned work
programs. 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 earnings or our competitive position in
the event a potentially economic deposit is discovered.
If we
enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in the exploration phases because the
impact on the project area is greater. Permits and regulations will
control all aspects of any production program if the project continues to that
stage because of the potential impact on the environment. Examples of regulatory
requirements include:
1.
|
Water
discharge will have to meet water
standards;
|
2.
|
Dust
generation will have to be minimal or otherwise
re-mediated;
|
3.
|
Dumping
of material on the surface will have to be re-contoured and
re-vegetated;
|
4.
|
An
assessment of all material to be left on the surface will need to be
environmentally benign;
|
5.
|
Ground
water will have to be monitored for any potential
contaminants;
|
6.
|
The
socio-economic impact of the project will have to be evaluated and if
deemed negative, will have to be re-mediated;
and
|
7.
|
There
will have to be an impact report of the work on the local fauna and
flora.
|
Results
of Operations for the Period from Inception Through March 31, 2010
We have
not earned any revenues from our incorporation on February 19, 2010 to March 31,
2010. We do not anticipate earning revenues unless we enter into
commercial production on the claim, which is doubtful. We have not commenced the
exploration stage of our business and can provide no assurance that we will
discover economic mineralization on either of the claims, or if such minerals
are discovered, that we will enter into commercial production.
We
incurred operating expenses in the amount of $6,384 for the period from our
inception on February 19, 2010 to March 31, 2010. These operating expenses
were comprised of bookkeeping and audit fees.
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue exploration activities. For these reasons our auditors believe that
there is substantial doubt that we will be able to continue as a going
concern.
Limited
Operating History; Need for Additional Capital
There is
no historical financial information about us upon which to base an evaluation of
our performance. Revival was incorporated in the State of Nevada on February 19,
2010; we are an exploration stage company and have not generated any revenues
from operations. We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, and implementation
of our business strategies. (See "Risk Factors").
We are
seeking equity financing though this offering to provide for the capital
required to source our initial exploration programs. Equity financing could
result in additional dilution to existing shareholders. There is no assurance we
will receive the required financing to complete our exploration
programs.
34
Even if
we are successful in raising proceeds from this offering we have
no assurance that future financing will be available to us on acceptable
terms. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations.
At the
present time, Revival has sufficient funds to address the administrative costs
of this offering only. This assumption is based on the fact that, as of March
31, 2010, we had cash on hand of $9,980 with $6,364 of
liabilities. We anticipate a total of $5,700 of expenses relating to
this offering.
We have
no plans to undertake product research and development during the term covered
by this registration. There are also no plans or expectations to purchase or
sell any plant and or significant equipment in the first year of operations.
Management also has no intention of hiring employees over the next twelve
months.
Off-Balance
Sheet Arrangements
We do not
have any off balance sheet arrangements that are reasonably likely to have a
current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.
Critical
Accounting Policies and Estimates
See Note
2 to the financial statements contained elsewhere in this registration statement
for a complete summary of the significant accounting policies used in the
presentation of our financial statements. The summary is presented to assist the
reader in understanding the financial statements. The accounting policies used
conform to accounting principles generally accepted in the United States of
America and have been consistently applied in the preparation of the financial
statements.
Our
critical accounting policies are as follows:
Exploration
Expenditures
All
exploration expenditures are expensed as incurred. Significant property
acquisition payments for active exploration properties are capitalized. If
no mineable ore body is discovered, previously capitalized costs are expensed in
the period and the property is abandoned.
Goodwill
In
accordance with Statement of Financial Accounting Standards No. 142, “Goodwill
and Other Intangible Assets,” at least annually goodwill is tested for
impairment by applying a fair value based test. In assessing the value of
goodwill, assets and liabilities are assigned to the reporting units and a
discounted cash flow analysis is used to determine fair value. There was no
impairment loss revealed by this test as of March 31, 2010.
Derivative
Financial Instruments
The
Company does not use derivative instruments to hedge exposures to cash flow,
market, or foreign currency risks. Derivative financial instruments are
initially measured at their fair value. For derivative financial instruments
that are accounted for as liabilities, the derivative instrument is initially
recorded at its fair value, with changes in the fair value reported as charges
or credits to income. For option-based derivative financial instruments, we use
the Black-Scholes option pricing model to value the derivative
instruments.
Payments
due by period
|
|||||||||||||||||
Contractual
obligations
|
Total
|
Less
than 1 year
|
1-3
years
|
3-5
years
|
More
than 5 years
|
||||||||||||
Option
Agreement
|
1 | $ | 12,500 | $ | 80,000 | $ | 70,000 | ||||||||||
[Long-Term
Debt Obligations]
|
|||||||||||||||||
[Capital
Lease Obligations]
|
|||||||||||||||||
[Operating
Lease Obligations]
|
|||||||||||||||||
[Purchase
Obligations]
|
|||||||||||||||||
[Other
Long-Term Liabilities Reflected on the Registrant's Balance Sheet under
GAAP]
|
|||||||||||||||||
Total
|
1 | $ | 12,500 | $ | 80,000 | $ | 70,000 |
35
As of
April 27, 2010, we had the following Option Agreement contractual obligation
with Danial Wessels in place:
On
April 27, 2010 Danial Wessels granted to Revival the sole and exclusive
right and option to acquire an undivided 100% of the right, title and
interest to the Claims, subject only to Danial Wessels receiving the
consideration:
|
(a)
|
Revival,
or its permitted assigns, incurring exploration expenditures on the Claims
of a minimum of $12,500 on or before April 30, 2011;
and
|
(b)
|
Revival,
or its permitted assigns, incurring exploration expenditures on the Claims
of a further $45,000 (for aggregate minimum exploration expenses of
$57,500) on or before April 30,
2012.
|
Upon
exercise of the Option, Revival agrees to pay AMC, commencing July 1,
2013, the sum of $35,000 per annum for so long as Revival, or its
permitted assigns, holds any interest in the Claims. Failure to make any
such annual payment shall result in termination of the Option Agreement
and ability of Revival to acquire the
property.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Revival’s
executive officer and director and her respective age as of March 31, 2010 are
as follows:
Directors:
Name
of Director
|
Age
|
|
Caroline
Swart
5
Phezulu Villas Zimbali Balito KZN
4420
South Africa
|
43
|
Executive
Officers:
Name
of Officer
|
Age
|
Office
|
Caroline
Swart
5
Phezulu Villas Zimbali Balito KZN
4420
South Africa
|
43
|
President,
Chief Financial Officer, Chief Executive
Officer
|
The term
of office for each director is one year, or until the next annual meeting of the
shareholders.
36
Biographical
Information
Set forth
below is a brief description of the background and business experience of our
executive officer and director for the past five years
Caroline
Swart, CEO, CFO,
President, and Member of the Board of Directors: For the past
five (5) years Caroline has been running her own business Exclusive Finance, PTY
LTD. Her position entails that of Financial Director which involves
Book-keeping, Bank reconciliations, Account payments, Debtors & Creditors
and overseeing the normal day to day running of the Company.
Ms. Swart
will be able to spend up to 10 hours per week on the development of Revival
Resources, Inc. at no cost to the Company.
Revival’s
sole Officer and Director has not been involved, during the past five years, in
any bankruptcy proceeding, conviction or criminal proceedings; has not been
subject to any order, judgment, or decree, not subsequently reversed or
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and has not been
found by a court of competent jurisdiction, the Commission or the Commodity
Futures trading Commission to have violated a federal or state securities or
commodities law.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
Name
and principal position
|
Fiscal
Year
|
Salary
|
Bonus
|
Other
annual compensation
|
Restricted
stock award(s)
|
Securities
underlying options/ SARs
|
LTIP
payouts
|
All
other compensation
|
||||||||
Caroline
Swart Director, President
|
2010
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
There has
been no cash payment paid to the executive officer for services rendered in all
capacities to us for the period ended March 31 2010. There has been no
compensation awarded to, earned by, or paid to the executive officer by any
person for services rendered in all capacities to us for the fiscal period ended
March 31 2010. No compensation is anticipated within the next six
months to any officer or director of the Company.
Stock
Option Grants
Revival
did not grant any stock options to the executive officer during the most recent
fiscal period ended March 31, 2010. Revival has also not granted any stock
options to the executive officer since incorporation, February 19,
2010.
Employment
Agreements
There are
currently no employment agreements and none are anticipated to be entered into
within the next twelve months.
Significant
Employees
Revival
has no significant employees other than the officer and director described
above, whose time and efforts are being provided to Revival without
compensation.
37
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table provides the names and addresses of each person known to Revival
to own more than 5% of the outstanding common stock as of March 31, 2010 and by
the officers and directors, individually and as a group. Except as otherwise
indicated, all shares are owned directly.
Title
of class
|
Name
and address
of
beneficial owner
|
Amount
of
beneficial
ownership
|
Percent
of class
|
|||
Common
Stock
|
Caroline
Swart
5
Phezulu Villas Zimbali
Balito
KZN 4420
South
Africa
|
10,000,000
shares
|
100%
|
The
percent of class is based on 10,000,000 shares of common stock issued and
outstanding as of March 31, 2010. Caroline Swart, the sole officer
and director was issued 10,000,000 common shares in February 2010 for
consideration of $10,000, which represents 100% of the current outstanding
stock.
Change
in Control
We are
not aware of any arrangement that might result in a change in control in the
future.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
There are
no promoters being used in relation with this offering, except that under the
definition of promoter in Rule 405 of Regulation C of the Securities Act of
1933, Caroline Swart as founder of Revival Resources, Inc. is considered a
promoter with respect to this offering. No persons who may, in the future, be
considered a promoter will receive or expect to receive assets, services or
other consideration from us. No assets will be or are expected to be acquired
from any promoter on behalf of Revival. We have not entered into any agreements
that require disclosure to our shareholders.
Other
than the Option to Purchase the Claim by and between Danial Wessels and the
Company described herein, none of the following parties has, since the date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
-The sole
Officer and Director;
-Any
person proposed as a nominee for election as a director;
-Any
person who beneficially owns, directly or indirectly, shares carrying more than
5% of the voting rights attached to the outstanding shares of common
stock;
-Any
relative or spouse of any of the foregoing persons who have the same house as
such person.
DISCLOSURE
OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our
By-laws provide for the elimination of the personal liability of our officers,
directors, corporate employees and agents to the fullest extent permitted by the
provisions of Nevada General Corporation Law. Under such provisions, the
director, officer, corporate employee or agent who in his capacity as such is
made or threatened to be made, party to any suit or proceeding, shall be
indemnified if it is determined that such director or officer acted in good
faith and in a manner she reasonably believed to be in or not opposed to the
best interests of our company. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers, and persons controlling our company pursuant to the foregoing
provision, or otherwise, we have been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities is asserted by one of our
directors, officers, or controlling persons in connection with the securities
being registered, we will, unless in the opinion of our legal counsel the matter
has been settled by controlling precedent, submit the question of whether such
indemnification is against public policy to a court of appropriate jurisdiction.
We will then be governed by the court's decision.
38
CORPORATE
GOVERNANCE
Board
of Directors Structure
The
number of directors constituting the entire Board of Directors shall be the
number, not less than one nor more than ten, fixed from time to time by a
majority of the total number of directors which the Corporation would have,
prior to any increase or decrease, if there were no vacancies, provided,
however, that no decrease shall shorten the term of an incumbent
director.
THE
SEC’S POSITION ON INDEMNIFICATION FOR
SECURITIES
ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as
amended, may be permitted to our directors, officers or controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the SEC this indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable.
TRANSFER
AGENT AND REGISTRAR
Revival
has not engaged the services of a registrar and transfer agent for our shares of
common stock. We plan to select and engage a Transfer Agent within
the next six (6) months.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for Revival by
Diane D. Dalmy Attorney at Law
8965 W.
Cornell Place, Colorado 80227, (303) 985-9324 (telephone), (303) 988-6954
(facsimile)
WHERE
YOU CAN FIND MORE INFORMATION
We are
subject to the informational requirements of the Exchange Act and, accordingly,
file current and periodic reports, proxy statements and other information with
the SEC. We have also filed a registration statement on Form S-1 under the
Securities Act, as amended, in connection with this offering. This prospectus,
which is part of the registration statement, does not contain all of the
information contained in the registration statement. For further information
with respect to us and the shares of common stock offered hereby, reference is
made to such registration statement, including the exhibits thereto, which may
be read, without charge, and copied at the public reference facilities
maintained by the SEC 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 SEC at 1-800-SEC-0330. The SEC maintains a site on the World Wide
Web at http://www.sec.gov that contains current and periodic reports, proxy
statements and other information regarding registrants that filed electronically
with the SEC. Statements contained in this prospectus as to the intent of
any contract or other document referred to are not necessarily complete, and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to this registration statement, each such statement being
qualified in all respects by such reference.
GLOSSARY
OF CERTAIN MINING TERMS
ALTERATION:
Any physical or chemical change in a rock or mineral subsequent to its
formation. Milder and more localized than metamorphism.
ASSAY:
A chemical test performed on a sample of ores or minerals to
determine the amount of valuable metals contained.
39
BASE
METAL: Any non-precious metal (e.g. copper, lead, zinc, nickel,
etc.).
COMMERCIALLY
MINEABLE ORE BODY: A mineral deposit that contains ore reserves that may be
mined economically.
CORE:
The long cylindrical piece of rock, about an inch in diameter,
brought to surface by diamond drilling.
DEVELOPMENT:
Work carried out for the purpose of opening up a mineral deposit and
making the actual ore extraction possible.
DIAMOND
DRILL: A rotary type of rock drill that cuts a core of rock that is recovered in
long cylindrical sections, two centimeters or more in diameter.
DILUTION:
Rock that is, by necessity, removed along with the ore in the mining
process, subsequently lowering the grade of the ore.
DIP:
The angle at which a vein, structure or rock bed is inclined from
the horizontal as measured at right angles to the strike. A vein is a
mineralized zone having a more or less regular development in length, width and
depth, which clearly separates it from neighboring rock. A strike is the
direction or bearing from true north of a vein or rock formation measured on a
horizontal surface.
DISSEMINATED
ORE: Ore carrying small particles of valuable minerals spread more or less
uniformly through the host rock.
DRIFT:
A horizontal underground opening that follows along the length of a
vein or rock formation as opposed to a cross-cut which crosses the rock
formation.
EPITHERMAL
DEPOSIT: A mineral deposit consisting of veins and replacement bodies, usually
in volcanic or sedimentary rocks, containing precious metals, or, more rarely,
base metals.
EXPLORATION:
Work involved in searching for ore, usually by drilling or driving a
drift.
FOOTWALL:
The rock on the underside of a vein or ore structure.
FRACTURE:
A break in the rock, the opening of which allows mineral bearing
solutions to enter. A “cross-fracture” is a minor break extending at
more-or-less right angles to the direction of the principal
fractures.
FREE
MILLING: Ores of gold or silver from which the precious metals can
be recovered by concentrating methods without resort to pressure leaching or
other chemical treatment.
GEOPHYSICAL
SURVEY: Indirect methods of investigating the subsurface geology using the
applications of physics including electric, gravimetric, magnetic,
electromagnetic, seismic, and radiometric principles.
GRADE:
The average assay of a ton of ore, reflecting metal
content.
HOST
ROCK: The rock surrounding an ore deposit.
INTRUSIVE:
A body of igneous rock formed by the consolidation of magma intruded
into other rocks, in contrast to lavas, which are extruded upon the
surface.
LIMESTONE:
A bedded, sedimentary deposit consisting chiefly of calcium
carbonate.
LODE:
A mineral deposit in solid rock.
40
METAMORPHIC
ROCKS: Rocks which have undergone a change in texture or composition as the
result of heat and/or pressure.
MILL:
A processing plant that produces a concentrate of the valuable
minerals or metals contained in an ore. The concentrate must then be treated in
some other type of plant, such as a smelter, to affect recovery of the pure
metal, recovery being the percentage of valuable metal in the ore that is
recovered by metallurgical treatment.
MINE
DEVELOPMENT: The work carried out for the purpose of opening up a mineral
deposit and making the actual ore extraction possible
MINERAL:
A naturally occurring homogeneous substance having definite physical
properties and chemical composition and, if formed under favorable conditions, a
definite crystal forms.
MINERAL
RESERVE: The economically mineable part of a measured or indicated mineral
resource. Appropriate assessments, often called feasibility studies, have
been carried out and include consideration of and modification by realistically
assumed mining, metallurgical, economic, marketing, legal, environmental,
social, and governmental factors. These assessments demonstrate, at the time of
reporting, that extraction is reasonably justified. Mineral reserves are
sub-divided, in order of increasing confidence, into probable and proven categories. A probable reserve is the
economically mineable part of an indicated (and in certain
circumstances, measured) resource. A proven reserve is the
economically mineable part of a measured
resource.
MINERAL
RESOURCE: A deposit or concentration of natural, solid,
inorganic or fossilized organic substance in such quantity and at such grade or
quality that extraction of the material at a profit is currently or potentially
possible. Mineral resources are sub-divided, in order of increasing geological
confidence, into inferred, indicated and measured categories. An
inferred resource
designation comes from limited sampling data insufficient for verification of
deposit quantity and quality, but it is usually supported by limited geological,
geochemical and geophysical data. An indicated resource
designation comes from sampling data spaced closely enough to allow certain
assumptions of deposit quantity and quality and to clearly establish its mineral
content. Finally, a measured
resource designation comes from sampling data spaced closely enough to
allow confirmation of deposit quantity and quality and to allow a preliminary
evaluation of the economic viability of the deposit.
MINERALIZED
MATERIAL OR DEPOSIT: A mineralized body, which has been delineated by
appropriate drilling and/or underground sampling to support a sufficient tonnage
and average grade of metal(s). Under SEC standards, such a deposit does not
qualify as a reserve until a comprehensive evaluation, based upon unit cost,
grade, recoveries, and other factors, conclude economic
feasibility.
OUTSIDE
BACK COVER:
PROSPECTUS
|
Subject
To Completion: Dated ______, 2010
REVIVAL
RESOURCES, INC.
4,000,000
shares of common stock, no minimum / 4,000,000 maximum Offered at $0.03 per
share
41
Until
_______________, 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 obligation to deliver a prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.
42
PART
II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
estimated costs of this offering are as follows:
Securities
and Exchange Commission registration and filing fees
|
$
|
1,500.00
|
||
Transfer
Agent fees
|
$
|
3,700.00
|
||
Printing
|
$
|
500.00
|
||
Total
|
$
|
5,700.00
|
Revival
is paying all expenses of the offering listed above.
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Our
officers and directors are indemnified as provided by the Nevada Revised
Statutes (the “DRS”) and our bylaws.
Under the
DRS, director immunity from liability to a company or its shareholders for
monetary liabilities applies automatically unless it is specifically limited by
a company's articles of incorporation that is not the case with our articles of
incorporation. Excepted from that immunity are:
1.
|
a
willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict of
interest;
|
2.
|
a
violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was
unlawful);
|
3.
|
a
transaction from which the director derived an improper personal profit;
and
|
4.
|
willful
misconduct.
|
Our
bylaws provide that we will indemnify our directors and officers to the fullest
extent not prohibited by Nevada law; provided, however, that we may modify the
extent of such indemnification by individual contracts with our directors and
officers; and, provided, further, that we shall not be required to indemnify any
director or officer in connection with any proceeding (or part thereof)
initiated by such person unless:
1.
|
such
indemnification is expressly required to be made by
law;
|
2.
|
the
proceeding was authorized by our Board of
Directors;
|
3.
|
such
indemnification is provided by us, in our sole discretion, pursuant to the
powers vested us under Nevada law;
or
|
4.
|
such
indemnification is required to be made pursuant to the
bylaws.
|
Our
bylaws provide that we will advance all expenses incurred to any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that she is or was our director or officer,
or is or was serving at our request as a director or executive officer of
another company, partnership, joint venture, trust or other enterprise, prior to
the final disposition of the proceeding, promptly following request. This
advancement of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
43
Our
bylaws also provide that no advance shall be made by us to any officer in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best
interests.
RECENT
SALES OF UNREGISTERED SECURITIES
We have
sold securities within the past three years without registering the securities
under the Securities Act of 1933 on one occasion.
February
24, 2010
We have
issued 10,000,000 shares of common stock to Caroline Swart, our sole officer and
director, for total consideration of $10,000, or $0.001 per
share. The offer and sale was made pursuant to the exemption from
registration afforded by Rule 903(b)(3) of the Regulation S, promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), on the basis that
the securities were sold outside of US, to a non-US person, with no directed
selling efforts in the US, and where offering restrictions were
implemented.
We have
spent a portion of the above proceeds to pay for costs associated with this
prospectus and expect the balance of the proceeds to be mainly applied to
further costs of this prospectus and administrative costs.
We shall
report the use of proceeds on our first periodic report filed pursuant to
sections 13(a) and 15(d) of the Exchange Act after the effective date of this
Registration Statement and thereafter on each of our subsequent periodic reports
through the later of disclosure of the application of all the offering proceeds,
or disclosure of the termination of this offering..
EXHIBITS
EXHIBIT
NUMBER
|
DESCRIPTION
|
*3.1
|
Articles
of Incorporation
|
*3.2
|
By-Laws
|
*5.1
|
Legal
Opinion with Consent
|
*10.1
*10.4
|
Option
to Purchase Agreement dated April 27 2010
Subscription
Agreement
|
23.i
|
Consent
of Accountant
|
23.ii
|
Consent
of counsel, Diane Dalmy, 1775 Sherman Street Suite 205 Denver, CO 80203
(counsel’s consent is located in the legal opinion filed as Exhibit 5.1 to
this registration statement).
|
44
UNDERTAKINGS
The
undersigned Registrant hereby undertakes:
1.
To file, during any period in which it offers or sells securities, a post-
effective amendment to this Registration Statement to:
(a)
|
include
any Prospectus required by Section 10(a)(3) of the Securities Act of
1933;
|
(b)
|
reflect
in the Prospectus any facts or events which, individually or
together, represent a fundamental change in the information set forth in
this 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 Prospectus filed with the
commission pursuant to Rule 424(b) if, in the aggregate,
the changes in the volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table
in the effective Registration Statement;
and
|
(c)
|
include
any additional or changed material information on the plan of
distribution.
|
2.
That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such
securities at that time shall be deemed to
be the initial bona fide offering thereof.
3.
To remove from registration by means of a post-effective amendment any
of the securities being registered hereby
which remain unsold at the termination of the
offering.
4.
That, for determining our liability under the
Securities Act to any purchaser in the initial distribution of
the securities, we undertake that in a primary offering
of our securities 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, we will be a seller to the
purchaser and will be considered to offer or sell such
securities to such purchaser:
(i)
|
(ii)
|
any
free writing Prospectus relating to the offering prepared by or on our
behalf or used or referred to by
us;
|
(iii)
|
the
portion of any other free writing Prospectus relating to the offering
containing material information about us or our securities provided by or
on behalf of us; and
|
(iv)
|
any
other communication that is an offer in the offering made by us to the
purchaser.
|
Each
Prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
Prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or
Prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by 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.
Insofar
as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers
and controlling persons pursuant to the provisions
above, or otherwise, we have been advised
that in the opinion of the
Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable.
In
the event that a claim for indemnification against such
liabilities, other than the payment by us of expenses
incurred or paid by one of our Directors, officers, or
controlling persons in the successful defense of any action, suit or
proceeding, is asserted by one of our Directors, officers, or
controlling persons in connection with the securities being
registered, we will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question
whether such indemnification is against public policy as expressed in the
Securities Act, and we will be governed by the final adjudication of such
issue.
45
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements of filing on Form S-1 and authorized registration statement to
be signed on its behalf by the undersigned, in the city of Balito South Africa
on June 2, 2010.
REVIVAL
RESOURCES, INC.
By: /s/ CAROLINE
SWART
Caroline
Swart
President,
Director
In
accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the dates stated.
By: /s/ CAROLINE
SWART
Caroline
Swart
President,
Director
Chief
Financial Officer
Chief
Accounting Officer
Secretary
/ Treasurer, Director
46