Initial Public Offering (IPO): Registration of Securities by a Small-Business Issuer — Form SB-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: SB-1 SB-1 Reg Stmt Homeland HTML 385K
2: EX-2.1 Exh 2-1 Art of Inc HTML 36K
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 7K
Liquidation or Succession --
exh2-2_amdarticles
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 40K
Liquidation or Succession --
exh2-3_bylaws
11: EX-5.1 Opinion re: Legality -- exh11-1_legalopinion HTML 13K
5: EX-10.1 Exh 10-1 Notice of Claims HTML 14K
6: EX-10.2 Exh 6-2 Confirmation of Agmt HTML 11K
7: EX-10.3 Exh 6-3 Loan Commitment HTML 11K
8: EX-10.4 Exh 6-4 Notice of Intent HTML 16K
9: EX-10.5 Exh 6-5 Notice of Intent HTML 16K
10: EX-23.2 Exh 10-2 Auditor Consent HTML 11K
Approximate
date of proposed sale to the public: As soon as practicable after the effective
date of the Registration Statement.
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. o
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. o
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. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. o
CALCULATION
OF REGISTRATION FEE
Title
of each class of securities
to
be registered
Dollar
amount to be registered
Proposed
maximum
offering
price per unit
Proposed
maximum
aggregate
offering price
Amount
of
registration
fee
Common
stock
$30,000
$0.005
$30,000
$0.92
The
registrant hereby amends this registration statement on such date or dates
as
may be necessary to delay its effective date until the registrant shall file
a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Disclosure
alternative used (check one): Alternative 1 [ ]; Alternative 2
[X]
The
selling shareholders named in this prospectus are offering 6,000,000 shares
of
common stock of Homeland Resources Ltd. We will not receive any of
the proceeds from the sale of these shares. The shares were acquired
by the selling shareholders directly from us in a private offering of our common
stock that was exempt from registration under the securities
laws. The selling shareholders have set an offering price for these
securities of $0.005 per share and an offering period of four months from the
date of this prospectus. See “Security Ownership of Selling
Shareholders and Management” on page 20 for more information about the selling
shareholders.
Our
common stock is presently not traded on any market or securities
exchange. The offering price may not reflect the market price of our
shares after the offering.
This
investment involves a high degree
of risk. You should purchase shares only if you can afford a complete loss.
See
“Risk Factors” beginning on page 5.
Neither
the Securities and Exchange
Commission nor any state securities commission has approved or disapproved
of
these securities or passed upon the adequacy or accuracy of the prospectus.
Any
representation to the contrary is a criminal offense.
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 is not soliciting an offer to buy these securities in
any
state where the offer or sale is not permitted.
SHARES
OFFERED BY
SELLING
SHAREHOLDERS
PRICE
TO PUBLIC
SELLING
AGENT
COMMISSIONS
PROCEEDS
TO SELLING SHAREHOLDERS
Per
Share
$0.005
Not
applicable
$30,000
Total
Offering
$30,000
Not
applicable
$30,000
Proceeds
to the selling shareholders do not include offering costs, including filing
fees, printing costs, legal fees, accounting fees, and transfer agent fees
estimated at $25,000. Homeland Resources will pay these
expenses.
This
Prospectus is dated _________________, 2007.
TABLE
OF CONTENTS
PROSPECTUS
SUMMARY
3
RISK
FACTORS
5
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
9
DILUTION
9
DIVIDEND
POLICY
9
USE
OF PROCEEDS
9
BUSINESS
AND PROPERTIES
9
PLAN
OF OPERATIONS
17
DIRECTORS
AND EXECUTIVE OFFICERS
19
EXECUTIVE
COMPENSATION
19
SECURITY
OWNERSHIP OF SELLING SHAREHOLDERS AND MANAGEMENT
20
INTEREST
OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
21
DESCRIPTION
OF CAPITAL STOCK
21
PLAN
OF DISTRIBUTION
22
TRANSFER
AGENT AND REGISTRAR
23
SEC
POSITION ON INDEMNIFICATION
23
LEGAL
MATTERS
23
EXPERTS
23
AVAILABLE
INFORMATION
24
REPORTS
TO STOCKHOLDERS
24
INDEX
TO FINANCIAL STATEMENTS
25
2
PROSPECTUS
SUMMARY
Homeland
Resources Ltd.
Homeland
Resources Ltd. was organized under the laws of the State of Nevada on July8,2003, initially to explore mining claims and property in New Mexico and to
participate in oil and gas interests in Oklahoma. As of the date of
this prospectus, we have conducted only limited operations.
We
acquired six unpatented mining claims located in Luna County, New Mexico in
March 2004. We refer to these mineral claims as the HR Claims and the
overall project and property as the Home Ranch Prospect. We own a
100% interest in the HR Claims. With the price of gold over $800 per
ounce in November 2007, we have decided to conduct mineral exploration
activities on the Home Ranch Prospect in order to assess whether these claims
have commercially exploitable gold mineral reserves. Our plan of
operations is to conduct the first phase of a staged exploration program on
our
mineral properties. Our proposed exploration program is designed to
explore for commercially exploitable reserves of gold on these mineral
claims. We are an exploration stage company and we cannot assure you
that a commercially viable mineral deposit exists on our mineral
claims.
In
June
2004, we acquired a 10% working interest in the Vector Exploration Corporation
State Red House #4 Project in Nobel County, Oklahoma. Our working interest
included leasehold interest, well bores, geological expenses, brokerage costs
and overhead. During the year ended July 31, 2005, we sold our working interest
and we presently hold no oil and gas interests.
Since
we
are in the exploration stage, we have not yet realized any revenues from our
planned operations. As of July 31, 2007, we had $175 in cash on hand,
total current assets of $175, and current liabilities of
$5,402. Accordingly, our working capital deficit was $5,227 as of
July 31, 2007. Since our inception through July 31, 2007, we have incurred
a net
loss of $34,351. We attribute our net loss to having no revenues to
offset our operating expenses such as corporate maintenance and professional
fees. We have sufficient funds to take us through the first two
phases of our exploration program, described more fully in the section entitled,
“Business and Properties.” However, our working capital is not
sufficient to enable us to complete any other phases of an exploration
program. Accordingly, we will require additional financing in order
to complete a full exploration program,
We
are
not a “blank check company,” as we do not intend to participate in a reverse
acquisition or merger transaction. A “blank check company” is defined
by securities laws as a development stage company that has no specific business
plan or purpose or has indicated that its business plan is to engage in a merger
or acquisition with an unidentified company or companies, or other entity or
person.
Our
offices are located at 6801 Los Trechos NE, Albuquerque New Mexico, 87109 and
our telephone number is (505) 264-0600.
The
Offering
Securities
offered
6,000,000
shares of common stock
Selling
shareholders
Armando
Garcia
Leroy
Halterman
Ryan
Petryshyn
Jens
Gerbitz
Melanie
Westberg
Jared
Petryshyn
Justine
Gladue
Terry
Gilbertson
Curtis
Mayhew
Lynda
Cabianca
Georgia
Knight
Bruce
Archibald
Morgan
Cowan
Offering
price
$0.005
per share
3
Shares
outstanding prior to the offering
6,000,000
shares of common stock
Shares
to be outstanding after the offering
6,000,000
shares of common stock
Use
of proceeds
We
will not receive any proceeds from the sale of the common stock by
the
selling shareholders.
Investing
in our securities involves a
high degree of risk. You should carefully consider the risks
described below and all other information contained in this prospectus before
making an investment decision.
Risks
Related to Our Financial Condition and Business
If
we do not obtain additional
financing, our business will fail.
As
of July 31, 2007, we had $175 of
cash on hand. Our current operating funds are not sufficient to
sustain the company or to complete more than the first two phases of exploration
of our mineral claims. Therefore, we will need to obtain additional financing
in
order to complete our business plan. We currently do not have any operations
and
we have no income. We have a non-enforceable commitment for financing for the
first two phases of our proposed exploration program. If the
commitment for financing is not fulfilled, our business will
fail. Further, we do not have any financing in place beyond the first
two phases of our proposed exploration program and we may not be able to find
such financing if required. Obtaining additional financing would be subject
to a
number of factors, including investor acceptance of mineral claims and investor
sentiment. These factors may adversely affect the timing, amount, terms, or
conditions of any financing that we may obtain or make any additional financing
unavailable to us.
If
we complete a financing through the
sale of additional shares of our common stock, 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.
We
have not paid any cash
dividends on our shares of our common stock and we do not intend to pay any
such
dividends in the foreseeable future.Accordingly, investors will
only see a return on their investments if the value of the shares
appreciates.
To
date,
we have not paid any cash dividends on our common stock. We do not
intend to declare or pay any dividends on our common stock in the foreseeable
future, but rather to retain any earnings to finance the growth of our
business. Payment of future dividends, if any, will be at the
discretion of our board of directors and will depend on our results of
operations, financial condition, contractual and legal restrictions and other
factors the board of directors deems relevant. Accordingly, investors
will only see a return on their investments if the value of the shares
appreciates.
If
we do not pay annual maintenance fees, then our mineral claims will
lapse.
We
must pay annual maintenance fees of
$100 per claim to the Bureau of Land Management to hold our HR
Claims. If we do not make the required payments, then our claims will
lapse and we will lose all interest that we have in these mineral
claims.
Our
company was recently formed and we
have not proven that we can generate a profit. If we fail to generate
income and achieve profitability, an investment in our securities may be
worthless.
We
have no operating history and have
not proved we can operate successfully. If we fail, your investment
in our common stock will become worthless. From inception to July 31,2007, we incurred a net loss of $34,351. At July 31, 2007, we had a
working capital deficit of $5,227.
We
were organized under the laws of the
State of Nevada on July 8, 2003, and have had no operations other than to
conduct two private offerings, acquire the HR Claims in the state of New Mexico
and acquire and subsequently dispose of a 10% working interest in an oil and
gas
exploration property in Oklahoma. As of the date of this prospectus,
thirteen shareholders hold our common stock. We face all of the risks
inherent in a new business. The purchase of the securities
offered hereby must therefore be regarded as the placing of funds at a high
risk
in a new or “start-up” venture with all the unforeseen costs, expenses,
problems, and difficulties to which such ventures are subject.
5
Because
we anticipate our operating
expenses will increase prior to our obtaining revenues, we expect significant
losses prior to any profitability.
Prior
to completion of our exploration
stage, we anticipate that we will incur increased operating expenses without
realizing any revenues. We therefore expect to incur significant
losses into the foreseeable future. If we are unable to generate
significant revenues from the exploration of our mineral claims and the
production of minerals thereon, we will not be able to earn profits or continue
operations. There is no history upon which to base any assumption as
to the likelihood that we will prove successful, and we may not be able to
generate any operating revenues or ever achieve profitable
operations. If we are unsuccessful in addressing these risks, our
business will most likely fail.
Because
of the speculative nature of
exploration of mining properties, there is substantial risk that no commercially
exploitable minerals will be found and our business will
fail.
The
search for valuable minerals as a
business is extremely risky. Our mineral claims may not contain
commercially exploitable reserves of gold. Exploration for minerals
is a speculative venture necessarily involving substantial risk. The
expenditures to be made by us in the exploration of our mineral claims may
not
result in the discovery of commercial quantities of ore. Problems
such as unusual or unexpected formations and other conditions are involved
in
mineral exploration and often result in unsuccessful exploration
efforts. In such a case, we would be unable to complete our business
plan.
Because
of the inherent dangers
involved in mineral exploration, there is a risk that we may incur liability
or
damages as we conduct our business.
The
search for valuable minerals
involves numerous hazards. As a result, we may become subject to
liability for such hazards, including pollution, cave-ins, and other hazards
against which we cannot insure or against which we may elect not to
insure. The payment of such liabilities may have a material adverse
effect on our financial position.
Even
if we discover commercial reserves
of precious metals on our mineral claims, we may not be able to successfully
obtain commercial production.
Our
mineral claims do not contain any
known mineral reserves. If our exploration programs are successful in
establishing reserves of commercial tonnage and grade, we will require
additional funds in order to place the mineral claims into commercial
production. At this time, we cannot assure you that we will be able
to do so.
Fluctuating
gold prices could
negatively impact our business plan.
The
potential for profitability of gold mining operations is directly related to
the
market price of gold. The price of gold may also have a significant influence
on
the market price of our common stock. In the event that we obtain positive
results and progress our property to a point where a commercial production
decision can be made, our decision to put a mine into production and to commit
the funds necessary for that purpose must be made long before any revenue from
production would be received. A decrease in the price of gold at any time during
future exploration and development may prevent our property from being
economically mined or result in the writeoff of assets whose value is impaired
as a result of lower gold prices. The price of gold is affected by numerous
factors beyond our control, including inflation, fluctuation of the United
States dollar and foreign currencies, global and regional demand, the purchase
or sale of gold by central banks, and the political and economic conditions
of
major gold producing countries throughout the world.
During
the last five years, the average annual market price of gold has ranged between
$310 per ounce and $612 per ounce, as shown in the table below:
6
Average
Annual Market Price of Gold, 2002-2006
2002
2003
2004
2005
2006
$310
$364
$409
$445
$603
In
the
event gold prices decline and remain low for prolonged periods of time, we
will
be unable to develop our property or produce any revenue.
Because
of our limited resources and the speculative nature of our business, there
is a
substantial doubt as to our ability to continue as a going
concern.
The
report of Moore & Associates,
Chartered Accountants and Advisors, our independent registered public accounting
firm, on our audited financial statements for the periods ended July 31, 2007
and 2006, indicates that there are a number of factors that raise substantial
doubt about our ability to continue as a going concern. Our continued
operations are dependent on our ability to obtain financing and upon our ability
to achieve future profitable operations from the development of our mineral
properties. If we are not able to continue as a going concern, it is
likely investors will lose their investment.
Our
industry is highly competitive, attractive mineral lands are scarce, and we
may
not be able to obtain quality properties.
We
compete with many companies in the mining industry, including large, established
mining companies with substantial capabilities, personnel and financial
resources. We may be at a competitive disadvantage in acquiring mineral
properties, since we compete with these individuals and companies, most of
which
have greater financial resources and larger technical staffs. From time to
time,
specific properties or areas which would otherwise be attractive to us for
exploration or acquisition may be unavailable to us due to their previous
acquisition by other companies or our lack of financial resources. Competition
in the industry is not limited to the acquisition of mineral properties but
also
extends to the technical expertise to find, advance, and operate such
properties; the labor to operate the properties; and the capital for the purpose
of funding such properties. Many competitors not only explore for and mine
precious metals, but conduct refining and marketing operations on a worldwide
basis. Such competition may result in our company being unable not only to
acquire desired properties, but to recruit or retain qualified employees or
to
acquire the capital necessary to fund our operation and advance our properties.
Our inability to compete with other companies for these resources would have
a
material adverse effect on our results of operation and business.
Because
our sole executive officer has other business interests, he may not be able
or
willing to devote a sufficient amount of time to our business operations,
causing our business to fail.
Mr.
Garcia, our sole executive officer
and director, presently spends approximately 10% of his business time on
business management services for our company. It is possible that the
demands on Mr. Garcia from his other obligations could increase with the result
that he would no longer be able to devote sufficient time to the management
of
our business. In addition, Mr. Garcia may not possess sufficient time
for our business if the demands of managing our business increased substantially
beyond current levels.
We
depend on our sole officer and director and the loss of our sole officer and
director could adversely affect our business.
We
are dependent on our sole officer and director, Armando Garcia, for the conduct
of our business. The loss of Mr. Garcia would significantly and adversely affect
our business. In that event, we would be forced to identify and retain an
individual or individuals to replace Mr. Garcia. We do not carry life insurance
on Mr. Garcia and we may not be able to replace Mr. Garcia on terms acceptable
to us.
7
We
have not obtained an independent evaluation of our mineral claims, where
multiple or independent evaluations could prove to be more
accurate.
Due
to
excessive costs, our proposed two-phase program of exploration has been prepared
by, and was based in large part on, a geological report by Leroy Halterman,
a
large shareholder and former officer of the Company. It is possible
that multiple or independent evaluations could prove to be more accurate, and
to
the extent that our limited report is inaccurate, our proposed program may
be
inadequate.
Risks
Related to Legal Uncertainty
Because
we will be subject to
compliance with government regulation, our anticipated cost of our exploration
program may increase.
There
are
several governmental regulations that materially restrict the use of
ore. We will be subject to the laws and regulations of the Bureau of
Land Management of the United States Department of the Interior as we carry
out
our exploration program. We may be required to obtain land use
permits and perform remediation work for any physical disturbance to the land
in
order to comply with these regulations. New regulations could be
passed which could increase our costs of doing business and prevent us from
carrying out our exploration program. Under current regulations, if
we fail to obtain the necessary permits, the Bureau of Land Management could
seek to enjoin our exploration operations and demand monetary damages for any
surface disturbance to the land. In addition, the Bureau of Land
Management could seek a criminal fines against us for a knowing and willful
violation. If we were to be subject to any criminal or civil
proceedings of this type, in all likelihood, we would cease to exist as a
company and investors would lose their entire investment.
Title
to mineral properties can be uncertain, and we are at risk of loss of ownership
of our property.
Our
ability to explore and operate our property depends on the validity of title
to
that property. The Home Ranch Prospect consists of the unpatented HR Claims.
Unpatented mining claims are generally considered to be subject to greater
risk
than other real property interests because the validity of unpatented mining
claims is often uncertain. Unpatented mining claims provide only possessory
title and their validity is often subject to contest by third parties or the
federal government. These uncertainties relate to such things as the sufficiency
of mineral discovery, proper posting and marking of boundaries, assessment
work
and possible conflicts with other claims not determinable from descriptions
of
record. Since a substantial portion of all mineral exploration, development
and
mining in the United States now occurs on unpatented mining claims, this
uncertainty is inherent in the mining industry. We have not obtained a title
opinion on our entire property, with the attendant risk that title to some
claims, particularly title to undeveloped property, may be defective. There
may
be valid challenges to the title to our property which, if successful, could
impair development and/or operations. We remain at risk that the
mining claims may be forfeited either to the United States or to rival private
claimants due to failure to comply with statutory requirements as to location
and maintenance of the claims or challenges to whether a discovery of a valuable
mineral exists on every claim.
Risks
Related to This Offering
There
is a lack of a public market for
our common shares, which limits our shareholders ability to resell their shares
or pledge them as collateral.
There
is currently no public market for
our shares, and we cannot assure you that a market for our stock will
develop. Consequently, investors may not be able to use their shares
for collateral or loans and may not be able to liquidate at a suitable price
in
the event of an emergency. In addition, investors may not be able to
resell their shares at or above the price they paid for them or may not be
able
to sell their shares at all.
8
Regulations
relating to “penny stocks” may limit the ability of our shareholders to sell
their shares and, as a result, our shareholders may have to hold their shares
indefinitely.
If
a market develops for our common
stock, our common stock would, most likely, be subject to rules promulgated
by
the SEC relating to “penny stocks,” which apply to non-NASDAQ companies whose
stock trades at less than $5.00 per share or whose tangible net worth is less
than $5,000,000. These rules require brokers who sell “penny stocks” to persons
other than established customers and “accredited investors” to complete certain
documentation, make suitability inquiries of investors, and provide investors
with certain information concerning the risks of trading in the security. These
rules may discourage or restrict the ability of brokers to sell our common
stock
and may affect the secondary market for the common stock.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains
forward-looking statements that involve risks and uncertainties. We
use words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “seek”
and “estimate”, and variations of these words and similar expressions to
identify such forward-looking statements. You should not place too much reliance
on these forward-looking statements. Our actual results are most
likely to differ materially from those anticipated in these forward-looking
statements for many reasons, including the risks faced by us described in the
preceding “Risk Factors” section and elsewhere in this prospectus.
DILUTION
The
common stock to be sold by the
selling shareholders is common stock that is currently issued and
outstanding. Accordingly, there will be no dilution to our existing
shareholders.
DIVIDEND
POLICY
To
date, we have not declared or paid
any dividends on our common stock. We do not intend to declare or pay
any dividends on our common stock in the foreseeable future, but rather to
retain any earnings to finance the growth of our business. Any future
determination to pay dividends will be at the discretion of our board of
directors and will depend on our results of operations, financial condition,
contractual and legal restrictions and other factors the board of directors
deems relevant.
USE
OF PROCEEDS
We
will not receive any proceeds from
the sale of the common stock offered through this prospectus by the selling
shareholders.
BUSINESS
AND PROPERTIES
General
We
are an
exploration stage company engaged in the acquisition and exploration of mineral
properties. We own six mineral claims that we refer to the HR Claims
as part of the Home Ranch Prospect, as described below. Further
exploration of our mineral claims is required before a final evaluation as
to
the economic and legal feasibility of any mineral reserves that we may discover
on our mineral claims can be completed. We cannot assure you that a
commercially viable mineral deposit exists on our mineral claims. Our
plan of operations is to carry out exploration work on our mineral claims in
order to ascertain whether our claims possess commercially exploitable
quantities of gold, silver, copper and/or molybdenum. We cannot
provide assurance to investors that our mineral claims contain a commercially
exploitable mineral deposit, or reserve, until appropriate exploratory work
is
done and an economic evaluation based on such work concludes economic
feasibility.
9
Home
Ranch Prospect
Property
Acquisition. In March 2004,
we acquired a 100% interest in leases on six unpatented lode mining claims
in
the Home Ranch Prospect, located in the Luna County, New Mexico, by locating
the
HR # 1 through HR#6 mining claims on federal minerals administered by the Bureau
of Land Management for filing fees of $666 plus staking expenses of
$550. The Home Ranch Prospect consists of the HR# 1 through HR#6
mineral claims. Unpatented claims are mining claims for which the
holder has no patent, or document that conveys title. A lode is a
mineral deposit in consolidated rock as opposed to a placer deposit, which
is a
deposit of sand or gravel that contains particles of gold, ilmenite, gemstones,
or other heavy minerals of value.
Location
and Access. Access to the Home Ranch Prospect is obtained by
traveling west from Deming, New Mexico on Interstate 10, then south at the
Gage
overpass on an unnumbered county road which turns to the west along the southern
margin of the Klondike Hills and traverses the southern edge of the
property. From this point several dirt roads lead into the claim
block. The Home Ranch Prospect has year-round accessibility and
access within the area is also good. The topography of the area
consists of hills of low to moderate relief, which have been dissected by
erosion. The closest major air service to the property is located in
El Paso, Texas.
The
property is comprised of low hills and alluvial valleys, with elevations ranging
from a low of 4,820 feet to a high of 4,950 feet. Vegetation is
sparse and includes desert grasses, cacti, and creosote bushes with the surface
used only for grazing cattle.
HR
Claims. The Home Ranch Prospect consists of six
unpatented lode mining claims totaling 120 acres, situated in Township 26 South,
Range 13 West, in the north half of Section 27 (the “HR Claims”). The HR Claims
are located on federal lands under the administration of the Bureau of Land
Management (BLM). The HR Claims are not subject to any royalties, but
annual maintenance fees must be paid to the BLM of $100 per claim, a total
of
$600 annually for the entire HR Claims’ block to keep them valid.
Under
the
General Mining Law of 1872, which governs our mining claims and leases, we,
as
the holder of the HR Claims, have the right to develop the minerals located
in
the land identified in the HR Claims. We must pay an annual
maintenance fee of $100 per claim to hold the HR Claims. The HR
Claims can be held indefinitely with or without mineral production, subject
to
challenge if not developed. Using land under an unpatented mining
claim for anything but mineral and associated purposes violates the General
Mining Law of 1872.
If
we
determine through our exploration program that one or more economically
recoverable mineral deposits exist on the HR Claims, and at least $500 of
development work has been performed, we can file a patent application with
the
BLM in Santa Fe, New Mexico to obtain title to surface and mineral
rights. We are not required to patent a claim to mine a deposit, but
patenting a claim gives the holder legal title to both the surface and the
minerals. We must pay a fee of $250 per patent application plus $50
per claim within each application. If the application is approved, we
can purchase surface and mineral rights at a rate of $5 per acre for lode
claims.
Previous
Operations and History. Energy Reserves Group, Minerals Division,
initially investigated the Home Ranch Prospect during regional
reconnaissance work in southwestern New Mexico in June 1981. At that time
it was noted that the geology in the area was favorable for disseminated
precious metal mineralization as well as other types of deposits. Anomalous
arsenic values were obtained from the initial sampling program and the area
was
slated for further evaluation.
In
1982,
St. Joe American performed further sampling and drilled one 494-foot deep
hole. The additional sampling confirmed the anomalous gold and silver
values with samples of gold as high as 4.5 parts per million (0.13 ounces per
ton gold) and silver as high as 640 parts per million (18 ounces per ton
silver). The drill hole was located in the northern portion of the PAL claim
block north of the HR Claims. The PAL claims occupied all of Section
27, the north half of Section 28, the west half of section 22 and north half
of
section 27, Township 26 South and Range 13 West.
10
We
have
not conducted any work on the HR Claims. There are no known reserves
on the Home Ranch Prospect.
Geology
of the HR Claims. A geological report regarding the
Home Ranch Prospect was prepared in March 2004 (the “Geological Report”) by
Leroy Halterman, a certified and registered geologist. Mr. Halterman
is a former officer of the Company and is currently a large shareholder of
our
stock. The following discussion regarding the Home Ranch Prospect is
based on the Geological Report and references the maps located on Figures 1
and
2 below.
The
Klondike Hills lay at the northern
edge of the Cedar Mountains and are considered to be a part of the same
structural trend as the Home Ranch Prospect. See Figure 2 below. The
Cedar Mountains are a northwest trending Basin and Range structure bounded
by
high angle normal faults. Exposures in the Cedar Mountains consist of Tertiary
volcanic and intrusive rocks with one window of Paleozoic and Cretaceous rocks
exposed. A valley that parallels the northern edge of the volcanic pile
separates the Klondike Hills from the main body of the Cedar Mountains.
Exposures in the Klondike Hills consist of Paleozoic strata of Ordovician
through Mississippian age and a few exposures of Precambrian rocks that are
present in the center of the hills. Tertiary volcanic rocks are exposed
northwest of the prospect area and a small exposure of an intrusive is also
present within the prospect area.
Rocks
outcropping within the Home Ranch
Prospect area include the Ordovician El Paso Formation, the Ordovician Montoya
Group, the Silurian Fusselman Dolomite, the Devonian Percha Shale, the
Mississippian Keating Formation, and the Tertiary intrusive unit mentioned
above.
The
El Paso Formation consists of thin
to medium-bedded limestone with argillaceous and silty intervals. It is the
primary target formation on the property. Extensive jasperoid development and
argillic alteration has been noted in the formation occurring in association
with fault structures. The El Paso Formation is overlain by the
Montoya Group, which is divided into four formations of predominantly dolomitic
composition. Thin-bedded sediments in the upper formation of this group may
also
have some potential as a host rock.
The
Silurian Fusselman dolomite, a
fine-grained, massive dolomite overlies the Montoya Group. The Fusselman has
been included with the Montoya Group on the geologic map, (see Figure 2), as
it
has been on previously published geologic maps of the area.
The
Devonian Percha Shale is green-gray
shale seen in a small, poorly exposed outcrop near the southern edge of the
prospect and in tailings from a relatively shallow shaft on the southeastern
edge of the prospect. The Percha Shale is also a potential host rock in this
area.
The
lower part of the Mississippian
Keating Formation (the lower member of the Escabrosa Group) consists of
medium-bedded limestone exposed at a small outcrop near the southern edge of
the
prospect. Jasperoid has developed along a structure in the Keating in this
area.
Structurally,
the Klondike Hills are
complex. The area lies within the east-southeast trending Laramide overthrust
belt of southwestern New Mexico. The complex relationships among the units
exposed is due to a series of relatively flat-lying thrust plates in which
upper
plate Ordovician and Silurian rocks have been thrust over each other and over
lower plate Devonian and Mississippian strata. These thrust slices have in
turn
been broken by two sets of Tertiary high angle normal faults that trend
northeast and northwest. The area also lies along the west trending Texas
lineament. The Texas lineament is a very old zone of weakness that extends
to
the basement and which has added an east-west trending strike-slip component
to
the deformation of the strata in the area.
Mineralization
and alteration found at
the Home Ranch Prospect consists of jasperoid, argillic alteration,
silicification and iron staining of thin-bedded sediments and development of
iron-rich, gossan-like material. Copper, fluorite, calcite, barite and iron
mineralization was also noted in silicified rock found on the dump of a shallow
shaft that was sunk on a structure on the southeast side of the
property.
11
The
jasperoid at the Home Ranch
Prospect frequently contains visible blades of barite. Jasperoid occurs over
a
wide area on the property, both along high angle Basin and Range structures
and
along the planes of the low angle thrust faults. Jasperoid appears to form
most
readily in the EI Paso limestone, but also occurs in the dolomites of the
Montoya Group. Silica appears to have migrated easily through the reactive
EI
Paso limestones and has replaced the rock for some distance beyond the major
structures. In contrast, the dolomites of the Montoya Group appear to have
been
less reactive and silica replacement occurs only in narrow bands along the
structures that served as conduits for mineralizing solutions.
Figure
1 and Figure 2 are set forth on
the following two pages.
12
13
14
The
occurrence of the iron-rich gossan-like mineralization also appears to be
confined closely to structures, primarily the Basin and Range structures on
the
south side of the property. This mineralization occurs in addition to and in
association with jasperoid development along these structures and can be seen
in
the dump material.
Argillic
alteration was noted in
thin-bedded units of the El Paso Formation in several locations and partial
silicification of argillically altered sediments that also occurred in several
places. Silicification of thin-bedded El Paso sediments can often be found
beneath jasperoid outcrops where hematitic and limonitic staining occurs in
conjunction with the argillic alteration and silicification. Silicification,
brecciation, and calcite veining was noted in the Percha Shale on the dump
of a
shallow shaft on the southeast side of the property.
The
primary drilling target on the Home
Ranch Prospect is the El Paso limestone. Thin-bedded El Paso sediments dip
into
major structures in several areas on the property where alteration and
mineralization have been observed. Consequently, several target areas may be
tested where the EI Paso Formation could serve as a host for ore-grade
mineralization.
The
Percha Shale may also be a drilling
target on the southeast side of the property. Although this area is less well
exposed, the fissile shales of the Percha may prove to be an excellent host
rock
where the formation dips into mineralized structures. In other
districts in southern New Mexico the Percha has served as a dam for upward
migrating hydrothermal fluid forcing the fluid to migrate and precipitate ore
bodies in the underlying Fusselman Limestone. One example of this
type of mineralization is 10 miles north in the Victorio mining
district.
Drilling
depths to the precious metals
mineralized zones within these units are expected to be shallow and should
not
exceed 400 feet. However, should the initial work indicate that
porphyry copper-molybdenum deposit exists than deeper holes may be required
to
test this target.
Proposed
Program of Exploration
Based
on the Geological Report, we have
concluded that the Home Ranch Prospect merits further exploration and
evaluation. We intend to conduct a two-phase program, with the
second phase depending upon the successful results of the first phase, as
presented below.
Phase
I. The Phase I program will be limited to defining
drill targets for the Phase II program. It is anticipated to cost
approximately $12,100. The following discussion gives a brief
description of the Phase I program:
1. Additional
mapping and sampling to confirm earlier sampling and to better target drill
holes to test untested mineralized areas of the Home Ranch Prospect claim
block.
2. Perform
close spaced geochemical soil sampling across the entire staked area. This
type
of sampling would collect samples from approximately 1-2 feet below the surface
and have them tested for gold, silver, molybdenum antimony, mercury and
arsenic.
The
Quaternary gravel that covers the
southern portion of the Home Ranch Prospect may limit the usefulness of
conventional soil geochemistry but test grids will have to be surveyed, sampled
and analyzed to determine its usefulness. Quaternary refers to a
geologic period following the Tertiary Age beginning 2 to 3 million years ago
and extending to the present.
Phase
II
Program. The Phase II program is estimated to cost
approximately $53,750 and will involve the drill testing of strong rock and
soil
geochemical anomalies. A geochemical anomaly refers to a
concentration of one or more elements in rock, soil, sediment, vegetation,
or
water that is markedly higher or lower than background. In addition to testing
the geochemical anomalies, geological mapping will generate other drill targets
that may not be highly mineralized at the surface but will still warrant testing
with several drill holes. These holes should be drilled to a depth of 300 to
400
feet or until the geological target has been intercepted.
15
Cost
Estimates Phase I Program
Item
Estimated
Cost
Soil
Samples 125, average $30/sample
$
3,750
Rock
samples 50 samples @ $30/sample
1,500
Sampling
supplies 175 samples @ $2.00/sample
350
Geologist,
10 days @ $400/day
4,000
Per
diem 10 days @ $100/day
1,000
Vehicle
Mileage 2,000 @ $.45/mile
900
Miscellaneous
and field supplies
600
Total
Phase I Cost
$
12,100
Estimated
Cost Phase II
Program
Item
Estimated
Cost
Drilling
Mineralized
Outcrops and soil anomalies, two holes 400 ft.
each/$20.00/ft.
$
16,000
Test
Geological targets two holes 350 ft. each/$20.00/ft.
14,000
Assaying,
200 samples $30
6,000
Geologist
28 days @ $400/day
11,200
Per
diem 28 days @ $100/day
2,800
Vehicle
Mileage 5,000 miles @ $.45/mile
2,250
Miscellaneous
and field supplies
1,500
Total
Phase II Cost
$
53,750
Compliance
with Government Regulation
We
will be required to conduct all
mineral exploration activities in accordance with the rules and regulations
of
the BLM. We will be required to obtain a permit prior to the
initiation of the proposed exploration Phase II program. To obtain a
permit we will have to submit a plan of operation as part of our permit
application.
If
our activities should advance to the
point where we are engaging in significant intrusive mining operations, we
could
become subject to environmental regulations promulgated by federal, state,
and
local government agencies. Environmental legislation provides for
restrictions and prohibitions on spills, releases or emissions of various
substances produced in association with certain mining industry operations,
such
as seepage from tailings disposal areas, which would result in environmental
pollution. A breach or violation of such legislation may result in
the imposition of fines and penalties. At present, we do not believe
that compliance with environmental legislation and regulations will have a
material affect on our proposed operations; however, any changes in
environmental legislation or regulations or in our activities may cause
compliance with such legislation and/or regulation to have a material impact
on
our operations. In addition, certain types of operations require the
submission and approval of environmental impact
assessments. Environmental legislation is evolving in a manner that
means stricter standards, and enforcement, fines and penalties for
non-compliance are becoming more stringent. Environmental assessments
of proposed projects carry a heightened degree of responsibility for companies
and directors, officers and employees. The cost of compliance with
changes in governmental regulations has a potential to reduce the profitability
of operations. We intend to ensure that we comply fully with all
environmental regulations relating to our operations.
Employees
We
have
no employees other than our sole officer and director, Armando Garcia, who
as of
the date of this prospectus is serving without compensation. We
anticipate that we will be conducting most of our business through agreements
with consultants and third parties. We have retained the services of
Leroy Halterman to conduct Phase I of the exploration program at a cost of
approximately $12,100. Mr. Halterman is a former officer of the
Company
16
and
a
large shareholder of our stock. Mr. Halterman is also one of the selling
shareholders under this filing. Other than our engagement of Mr.
Halterman, we have not entered into any arrangements or negotiations with any
other consultants or third parties.
PLAN
OF OPERATIONS
Our
business plan is to proceed with
the exploration of the Home Ranch Prospect to determine whether there are
commercially exploitable reserves of gold or other mineral located on the
property comprising the mineral claims. We have decided to proceed
with the first phase of a staged exploration program recommended in the
Geological Report prepared by Leroy Halterman. Mr. Halterman has been
engaged to conduct this first phase of the exploration program, the fieldwork
of
which is expected to take approximately 10 to 14 days to
complete. The samples collected during the fieldwork will then be
tested and analyzed. We expect to complete an evaluation of the Phase
I program by the end of March 2008.
We
will assess whether to proceed to
the Phase II of the recommended geological exploration program upon completion
of an assessment of the results of Phase I of the geological exploration
program. In completing this determination, we will review the
conclusions and recommendations that we receive from our geologist based on
his
geological review of the results of the first phase. We will also
make an assessment as to whether the results of Phase I are sufficiently
positive to enable us to proceed with Phase II of the exploration
program.
This
assessment will include an
assessment of our cash reserves after the completion of Phase I and the market
for financing of mineral exploration projects at the time of our
assessment.
We
anticipate that we will incur the
following expenses over the next twelve months:
·
$12,100
in connection with the completion of the Phase I of our recommended
geological work program;
·
$10,000
for the remainder of the offering expenses;
and
·
$10,000
for operating expenses, including professional legal and accounting
expenses associated with our becoming a reporting issuer under the
Securities Exchange Act of 1934.
Accordingly,
we anticipate spending
approximately $32,100 over the next twelve months in pursuing our stated plan
of
operations. Based on our cash position of $175 as of July 31, 2007,
and a commitment from Wellington Financial Corp., a British Columbia
corporation, to loan up to $125,000 to the Company, we believe we have
sufficient cash resources to pay for our operating expenses over the next twelve
months. Of the estimated $25,000 of offering expenses, we have paid
approximately $15,000 through October 31, 2007.
Although
the lending commitment from Wellington Financial Corp. is in writing, it may
not
be enforceable, as we have not given any consideration to Wellington Financial
Corp. to make it a binding agreement. Should Wellington Financial
Corp. not provide us with the funds necessary to cover our operating expenses,
the Company in all likelihood would cease to exist.
If
we determine not to proceed with
further exploration of our mineral claims due to a determination that the
results of our initial geological program do not warrant further exploration
or
due to an inability to finance further exploration, we plan to pursue the
acquisition of an interest in other mineral claims. We anticipate
that any future acquisition would involve the acquisition of an option to earn
an interest in a mineral claim as we anticipate that we would not have
sufficient cash to purchase a mineral claim of sufficient merit to warrant
exploration. This means that we might offer shares of our stock to
obtain an option. Once we obtain an option, we would then pursue
finding the funds necessary to explore the mineral claim by one or more of
the
following means:
·
engaging
in an offering of our stock;
·
engaging
in borrowing; or
·
locating
a joint venture partner or
partners.
17
Results
of Operations
We
have earned virtually no revenues
since inception. We anticipate that we will not earn revenues until
such time as we have entered into commercial production of our mineral
properties. We are presently in the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable
levels of mineral resources on our properties, or if such resources are
discovered, that we will enter into commercial production of our mineral
properties.
We
had no
revenue for the years ended July 31, 2007 and 2006. We incurred
operating expenses in the amount of $21,884 for the year ended July 31, 2007,
compared with $1,825 for the year ended July 31, 2006. Our operating
expenses were attributable to due to expenditures for professional fees and
expenses to maintain our corporate existence.
Our
accumulated deficit through July31, 2007 was $34,351.
At
July31, 2007, we had cash of $175 and a working capital deficit of $5,227, as
compared to cash of $14,622 and working capital of 16,657 at July 31,2006. During the year ended July 31, 2007, we used cash in the amount
of $14,447 for operating activities and no net cash was provided by investing
or
financing activities.
We
are
bearing all costs relating to the registration of the common stock, which are
estimated at $25,000. Of this amount, approximately $15,000 has been
paid. The selling shareholders, however, will pay any commissions or
other fees payable to brokers or dealers in connection with any sale of the
common stock. We are paying the expenses of the offering because we
seek to: (i) become a reporting company with the Commission under the Securities
Exchange Act of 1934 (the “1934 Act”); and (ii) enable our common stock to be
traded on the OTC Bulletin Board. We believe that the registration of
the resale of shares on behalf of existing shareholders may facilitate the
development of a public market in our common stock if our common stock is
approved for trading on the OTC Bulletin Board.
On
August1, 2007, we obtained a one-year, $125,000 working capital loan commitment at
8%
interest per annum, from Wellington Financial Corp., a British Columbia
corporation. The Company will issue unsecured note(s) to Wellington
Financial Corp. evidencing and in exchange for any funds advanced under the
loan
commitment. Although the lending commitment from Wellington Financial
Corp. is in writing, it may not be enforceable, as we have not given any
consideration to Wellington Financial Corp. to make it a binding
agreement.
Should
Wellington Financial Corp. not provide us with the funds necessary to cover
our
operating expenses, the Company in all likelihood would cease to
exist.
Going
Concern
In
their
report prepared in connection with our 2007 financial statements, our auditors
included an explanatory paragraph stating that, because we had an accumulated
net loss of $34,351 and a working capital deficit of $5,227 at July 31, 2007,
there is substantial doubt about our ability to continue as a going
concern. Our continued existence will depend in large part upon our
ability to raise sufficient capital through debt and equity
offerings. Our financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Summary
of Significant Accounting Policies
Mineral
Property. Our undeveloped mineral property consists of
leases on unpatented lode mining claims located in New Mexico. Mineral
exploration costs are expensed as incurred. When it has been determined that
a
mineral property can be economically developed, the costs incurred to develop
such property, including costs to further delineate the ore body and remove
overburden to initially expose the ore body, are capitalized. Such
costs and estimated future development costs are amortized using a
unit-of-production basis over the estimated life of the ore body. Ongoing
development expenditures to maintain production are charged to operations as
incurred.
18
Significant
expenditures directly
related to the acquisition of exploration interests are capitalized. If a
mineable ore body is discovered, such costs are amortized using a
unit-of-production method. If no mineable ore body is discovered, such costs
are
expensed in the period in which it is determined the property has no future
economic value.
DIRECTORS
AND EXECUTIVE OFFICERS
Information
about our sole director and
executive officer follows:
Name
Age
Position
and Term of Office
Armando
Garcia
54
President,
Secretary, Treasurer and sole
director
Our
Bylaws provide for a board of
directors consisting of at least one member, with the exact number to be
specified by the board. All directors hold office until the next
annual meeting of the stockholders following their election and until their
successors have been elected and qualified. The board of directors
appoints officers. Officers hold office until the next annual meeting
of our board of directors following their appointment and until their successors
have been appointed and qualified.
Set
forth below is a brief description
of the recent employment and business experience of our sole director and
executive officer:
Armando
Garcia has been our sole
officer and director since August 2004. From 1975 until 1979, Mr.
Garcia worked for Draperies by Adela, a family owned window-covering company
located in Albuquerque, New Mexico and he became the owner of Draperies by
Adela
in 1979. Mr. Garcia continues to operate Draperies by
Adela. Mr. Garcia also has over 22 years of natural resource
experience. From 1984 until 1992, Mr. Garcia was secretary and treasurer for
MinSearch, Inc., a mineral resource company located in Albuquerque, New Mexico,
providing consulting and mineral appraisal services to the natural resource
industry and government agencies. In 1993, he co-founded, and has
served as a director and vice president for, Consolidated North American
Resources, Inc., an oil, gas and mineral company located in Las Vegas,
Nevada. Mr. Garcia holds a bachelor’s degree in business from the
University of New Mexico.
EXECUTIVE
COMPENSATION
The
following table sets forth the remuneration of our sole director and officer
during the fiscal years ended July 31, 2007, 2006 and 2005:
SUMMARY
COMPENSATION TABLE
Name
and principal position
(a)
Year
(b)
Salary
($)
(c)
Bonus
($)
(d)
Stock
Awards ($)
(e)
Option
Awards ($)
(f)
Non-Equity
Incentive Plan Compensation ($)
(g)
Nonqualified
Deferred Compensation
Earnings
($)
(h)
All
Other
Compensation
($)
(i)
Total
($)
(j)
Armando
Garcia
President
2007
2006
2005
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
We
have
no employment agreements with our executive officer. We do not
pay compensation to our directors for attendance at meetings. We
reimburse the directors for reasonable expenses incurred during
the course of their performance.
19
SECURITY
OWNERSHIP OF SELLING SHAREHOLDERS AND MANAGEMENT
The
following table lists the share ownership of persons who, as of the date of
this
prospectus owned of record or beneficially, directly or indirectly, more than
five percent (5%) of the outstanding common stock, our sole officer and
director, and the selling shareholders:
Name
and Address of Owner
Shares
Owned
Prior
to Offering
Shares
to be Offered for Selling Shareholder’s Account
Shares
to be Offered for Selling Shareholder’s Account
Shares
to be
Owned
upon Completion of
Offering
Percent
of Class(1)
Before
Offering
After
Offering
Georgia
Knight
801
- 1003 Burnaby St.
Vancouver,
BC
V6E
4R7
Canada
295,000
295,000
-0-
4.92%
0.0%
Bruce
Archibald
204
East 1st St.
North
Vancouver, BC
V7L
1B3
Canada
295,000
295,000
-0-
4.92%
0.0%
Morgan
Cowan
1405
Fulton Ave
West
Vancouver, BC
V7T
1T2
Canada
50,000
50,000
-0-
0.83%
0.0%
__________________
(1)
This
table is based on 6,000,000 shares of common stock
outstanding.
(2)
Armando
Garcia and Leroy Halterman may be deemed to be the promoters of our
company.
INTEREST
OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
Mr.
Leroy Halterman is a former officer
and director of, and he currently is, a 25% shareholder of ours. Mr. Halterman
is a consulting geologist and he has performed geological consulting services
for us in the past. Additionally, we have retained Mr. Halterman to
conduct our Phase I exploration program at an estimated cost of
$12,100. We will likely retain Mr. Halterman if we determine to
proceed with our Phase II program, as well.
As
of the date of this prospectus,
other than the transactions described above, there are no, and have not been
since inception, any material agreements or proposed transactions, whether
direct or indirect, with any of the following:
-
any
of our directors or officers;
-
any
nominee for election as a director;
-
any
principal security holder identified in the preceding “Security Ownership
of Selling Shareholders and Management” section;
or
-
any
relative or spouse, or relative of such spouse, of the above referenced
persons.
DESCRIPTION
OF CAPITAL STOCK
We
are authorized to issue up to
75,000,000 shares of common stock, par value $0.001 per share. We
have not authorized the issuance of shares of preferred stock.
Common
Stock
The
holders of common stock are
entitled to one vote for each share held of record on all matters submitted
to a
vote of the stockholders. We do not have cumulative voting rights in
the election of directors, and accordingly, holders of a majority of the voting
shares are able to elect all of the directors.
Holders
of common stock are entitled to
receive ratably such dividends as may be declared by the board of directors
out
of funds legally available therefor, as well as any distributions to the
stockholders. We have never paid cash dividends on our common stock,
and do not expect to pay such dividends in the foreseeable future.
21
In
the event of a liquidation,
dissolution or winding up of our company, holders of common stock are entitled
to share ratably in all of our assets remaining after payment of
liabilities. Holders of common stock have no preemptive or other
subscription or conversion rights. There are no redemption or sinking
fund provisions applicable to the common stock.
PLAN
OF DISTRIBUTION
The
selling shareholders may sell some
or all of their common stock in one or more transactions, including block
transactions:
·
on
such public markets or exchanges as the common stock may from time
to time
be trading;
·
in
privately negotiated transactions;
·
through
the writing of options on the common
stock;
·
in
short sales; or
·
in
any combination of these methods of
distribution.
The
selling shareholders have set an offering price for these securities of $0.005
per share and an offering period of four months from the date of this
prospectus.
In
the
event of a transfer by the selling shareholders of their shares to any pledgee,
donee, or other transferee, we will amend this prospectus and the registration
statement of which this prospectus forms a part by the filing of a
post-effective registration statement in order to name the pledgee, donee,
or
other transferee in place of the selling shareholders who have transferred
their
shares.
The
selling shareholders may also sell
their shares directly to market makers acting as principals or brokers or
dealers, who may act as agent or acquire the common stock as a
principal. Any broker or dealer participating in such transactions as
agent may receive a commission from the selling shareholders or, if they act
as
agent for the purchaser of such common stock, from such
purchaser. The selling shareholders will likely pay the usual and
customary brokerage fees for such services. Brokers or dealers may
agree with the selling shareholders to sell a specified number of shares at
a
stipulated price per share and, to the extent such broker or dealer is unable
to
do so acting as agent for the selling shareholders, to purchase, as principal,
any unsold shares at the price required to fulfill the respective broker’s or
dealer’s commitment to the selling shareholders. Brokers or dealers
who acquire shares as principals may thereafter resell such shares from time
to
time in transactions in a market or on an exchange, in negotiated transactions
or otherwise, at market prices prevailing at the time of sale or at negotiated
prices, and in connection with such resales may pay or receive commissions
to or
from the purchasers of such shares. These transactions may involve
cross and block transactions that may involve sales to and through other brokers
or dealers. We can provide no assurance that all or any of the common
stock offered will be sold by the selling shareholders.
If,
after the date of this prospectus,
the selling shareholders enter into an agreement to sell their shares to a
broker-dealer as principal and the broker-dealer is acting as an underwriter,
we
will need to file a post-effective amendment to the registration statement
of
which this prospectus is a part. We will need to identify the
broker-dealer, provide required information on the plan of distribution, and
revise the disclosures in that amendment, and file the agreement as an exhibit
to the registration statement. Also, the broker-dealer would have to
seek and obtain clearance of the underwriting compensation and arrangements
from
the FINRA Corporate Finance Department.
We
are bearing all costs relating to
the registration of the common stock, which are estimated at
$25,000. The selling shareholders, however, will pay any
commissions or other fees payable to brokers or dealers in connection with
any
sale of the common stock.
We
are paying the expenses of the
offering because we seek to: (i) become a reporting company with the Commission
under the Securities Exchange Act of 1934 (the “1934 Act”); and (ii) enable our
common stock to be traded on the OTC Bulletin Board. We believe that
the registration of the resale of shares on behalf of existing shareholders
may
facilitate the development of a public market in our common stock if our common
stock is approved for trading on the OTC Bulletin Board.
We
consider that the development of a
public market for our common stock will make an investment in our common stock
more attractive to future investors. In order for us to continue with
our mineral exploration program, we will at some
22
point
in
the near future need to raise additional capital through private placement
offerings. We believe that obtaining reporting company status under
the 1934 Act and trading on the OTC Bulletin Board should increase our ability
to raise these additional funds from investors.
The
selling shareholders must comply
with the requirements of the Securities Act and the Securities Exchange Act
in
the offer and sale of the common stock. In particular, during such
times as the selling shareholders may be deemed to be engaged in a distribution
of the common stock, and therefore be considered to be an underwriter, each
must
comply with applicable law and may, among other things:
·
Not
engage in any stabilization activities in connection with our common
stock;
·
Furnish
each broker or dealer through which common stock may be offered,
such
copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer;
and
·
Not
bid for or purchase any of our securities or attempt to induce any
person
to purchase any of our securities other than as permitted under the
Securities Exchange Act.
TRANSFER
AGENT AND REGISTRAR
First
American Stock Transfer, Phoenix,
Arizona, serves as the transfer agent and registrar for our common
stock.
SEC
POSITION ON INDEMNIFICATION
Our
bylaws provide that each officer
and director of our company shall be indemnified by us against all costs and
expenses actually and necessarily incurred by him or her in connection with
the
defense of any action, suit or proceeding in which he or she may be involved
or
to which he or she may be made a party by reason of his or her being or having
been such director or officer, except in relation to matters as to which he
or
she has been finally adjudged in such action, suit or proceeding to be liable
for negligence or misconduct in the performance of duty.
The
indemnification provisions of our
bylaws diminish the potential rights of action, which might otherwise be
available to shareholders by affording indemnification against most damages
and
settlement amounts paid by a director in connection with any shareholders
derivative action. However, there are no provisions limiting the right of a
shareholder to enjoin a director from taking actions in breach of his fiduciary
duty, or to cause us to rescind actions already taken, although as a practical
matter courts may be unwilling to grant such equitable remedies in circumstances
in which such actions have already been taken. Also, because we do not presently
have directors’ liability insurance and because there is no assurance that we
will procure such insurance or that if such insurance is procured it will
provide coverage to the extent directors would be indemnified under the
provisions, we may be forced to bear a portion or all of the cost of the
directors’ claims for indemnification under such provisions. If we are forced to
bear the costs for indemnification, the value of our stock may be adversely
affected.
Insofar
as indemnification for
liabilities arising under the Securities Act of 1933 (the “Act”) may be
permitted to our directors, officers and controlling persons pursuant to the
foregoing provisions, 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 Act and is, therefore, unenforceable.
LEGAL
MATTERS
Dill
Dill Carr Stonbraker &
Hutchings, P.C., 455 Sherman Street, Suite 300, Denver, CO80203 will pass
upon certain matters relating to the legality of the common stock offered hereby
for us.
EXPERTS
Our
financial statements as of July 31,2007 and 2006 included in this prospectus, have been audited by Moore &
Associates, Chartered, an independent registered public accounting firm, as
set
forth in its report. The financial statements have been included in
reliance upon the authority of Moore & Associates, Chartered as an expert in
accounting and auditing.
23
AVAILABLE
INFORMATION
We
have not previously been subject to
the reporting requirements of the Securities and Exchange
Commission. We have filed with the Commission a registration
statement on Form SB-1 under the Securities Act with respect to the shares
offered hereby. This prospectus does not contain all of the information set
forth in the registration statement and the exhibits and schedules
thereto. For further information with respect to our securities and
us you should review the registration statement and the exhibits and schedules
thereto. Statements made in this prospectus regarding the contents of
any contract or document filed as an exhibit to the registration statement
are
not necessarily complete. You should review the copy of such contract
or document so filed.
You
may
inspect a copy of the registration statement and the accompanying exhibits
and
schedules without charge at the SEC’s public reference facility, 100 F Street,
NE, Washington, D.C. 20549, and you may obtain copies of all or any part of
the
registration statement from this office for a fee. You may obtain
information on the operation of the public reference facility by calling the
SEC
at 1-800-SEC-0330. The SEC maintains a web site that contains
reports, proxy and information statements, and other information regarding
registrants that file electronically. The address of the site is
http://www.sec.gov.
REPORTS
TO STOCKHOLDERS
As
a result of filing the registration
statement, we are subject to the reporting requirements of the federal
securities laws, and are required to file periodic reports and other information
with the SEC. We will furnish our shareholders with annual reports
containing audited financial statements certified by independent public
accountants following the end of each fiscal year and quarterly reports
containing unaudited financial information for the first three quarters of
each
fiscal year following the end of such fiscal quarter.
24
HOMELAND
RESOURCES LTD.
(An
Exploration Stage Company)
INDEX
TO FINANCIAL STATEMENTS
Page
Report
of Independent Registered Public Accounting Firm
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
Homeland
Resources Ltd.
(A
Exploration Stage Company)
We
have
audited the accompanying balance sheet of Homeland Resources Ltd. (A Exploration
Stage Company) as of July 31, 2007 and 2006, and the related statements of
operations, stockholders’ equity and cash flows through July 31, 2007 and 2006,
and Inception on July 8, 2003 through July 31, 2007. These financial statements
are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audits.
We
conducted 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 Homeland Resources Ltd. (A
Exploration Stage Company) as of July 31, 2007 and 2006 and the results of
its
operations and its cash flows through July 31, 2007 and 2006, and Inception
on
July 8, 2003 through July 31, 2007, 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 1 to the
financial statements, the Company has incurred accumulated losses of $34,351
through July 31, 2007 and has a working capital deficit of $5,227, which raises
substantial doubt about its ability to continue as a going
concern. Management’s plans concerning these matters are also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
ORGANIZATION
Homeland
Resources Ltd. (the Company) was incorporated under the laws of the State of
Nevada on July 8, 2003 and is considered a development stage company as defined
by Statement of Financial Accounting Standards No. 7 (SFAS 7) and a mining
company in the exploration stage. The Company’s principal activities since
inception have been the acquisition of a mineral property in the State of New
Mexico.
CONTINUANCE
OF OPERATIONS
The
financial statements have been prepared in conformity with generally accepted
accounting principles in the United States of America applicable for a going
concern which assumes that the Company will realize its assets and discharge
its
liabilities in the ordinary course of business. As at July 31, 2007,
the Company has working capital deficiency of $5,227 and has accumulated losses
of $34,351 since its commencement. Its ability to continue as a going concern
is
dependent upon the ability of the Company to obtain the necessary financing
to
meet its obligations and pay its liabilities arising from normal business
operations when they come due.
MINERAL
PROPERTY
Undeveloped
mineral property consists of leases on unpatented lode mining claims located
in
New Mexico. Mineral exploration costs are expensed as incurred. When it has
been
determined that a mineral property can be economically developed, the costs
incurred to develop such property, including costs to further delineate the
ore
body and remove overburden to initially expose the ore body, are
capitalized. Such costs and estimated future development costs are
amortized using a unit-of-production basis over the estimated life of the ore
body. Ongoing development expenditures to maintain production are charged to
operations as incurred.
Significant
expenditures directly related to the acquisition of exploration interests are
capitalized. If a mineable ore body is discovered, such costs are amortized
using a unit-of-production method. If no mineable ore body is discovered, such
costs are expensed in the period in which it is determined the property has
no
future economic value.
IMPAIRMENT
OF LONG-LIVED ASSETS
The
Company has adopted SFAS 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets,” which requires that long-lived assets to be held be reviewed
for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. SFAS 144
establishes a single auditing model for long-lived assets to be disposed of
by
sale. The Company has determined that no impairment is required at July 31,2007.
INCOME
TAXES
The
Company has adopted the provisions of SFAS 109, “Accounting for Income
Taxes”. SFAS 109 requires recognition of deferred tax liabilities and
assets for the expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this
method, deferred tax liabilities and assets are determined based on the
difference between the financial statement and tax basis of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
USE
OF
ESTIMATES
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
(LOSS)
PER SHARE
(Loss)
per common share is computed based on the weighted average number of common
shares outstanding during the periods. All shares issued from inception are
considered outstanding for all periods presented.
CASH
EQUIVALENTS
For
purposes of reporting cash flows, the Company considers as cash equivalents
all
highly liquid investments with a maturity of three months or less at the time
of
purchase. On occasion, the Company may have cash balances in excess of federally
insured amounts.
SHARE
BASED COMPENSATION
In
October 1995, SFAS 123 "Accounting for Stock-Based Compensation" was
issued. This standard defines a fair value based method of accounting
for an employee stock option or similar equity instrument. This statement gives
entities a choice of recognizing related compensation expense to employees
by
adopting the fair value method or to continue to measure compensation using
the
intrinsic value approach under Accounting Principles Board (APB) Opinion No.
25. The Company has elected to utilize APB 25 for measurement; and
will, pursuant to SFAS 123, disclose on a supplemental basis the pro forma
effects on net income and earnings per share of using the fair value measurement
criteria.
RECENT
ACCOUNTING PRONOUNCEMENTS
In
November 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS
151, which revised ARB No.43, relating to inventory costs. This revision is
to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs and wasted material (spoilage). This Statement
requires that these items be recognized as a current period charge regardless
of
whether they meet the criterion specified in ARB 43. In addition,
this Statement requires the allocation of fixed production overheads to the
costs of conversion be based on normal capacity of the production facilities.
This Statement is effective for financial statements for fiscal years beginning
after June 15, 2005. Earlier application is permitted for inventory
costs incurred during fiscal years beginning after the date of this Statement
is
issued. Management believes this Statement will have no impact on the
financial statements of the Company once adopted.
In
December 2004, the FASB issued SFAS 152, which amends SFAS. 66, Accounting
for
Sales of Real Estate, to reference the financial accounting and reporting
guidance for real estate time-sharing transactions that is provided in AICPA
Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing
Transactions.
NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
RECENT
ACCOUNTING PRONOUNCEMENTS (continued)
This
Statement also amends SFAS 67, Accounting for Costs and Initial Rental
Operations of Real Estate Projects, to state that the guidance for (a)
incidental operations and (b) costs incurred to sell real estate projects does
not apply to real-estate time-sharing transactions. The accounting
for those operations and costs is subject to the guidance in SOP
04-2. This Statement is effective for financial statements for fiscal
years beginning after June 15, 2005. Management believes this
Statement will have no impact on the financial statements of the Company once
adopted.
In
December 2004, the FASB issued SFAS 153. This Statement addresses the
measurement of exchanges of nonmonetary assets. The guidance in APB
No. 29, Accounting for Nonmonetary Transactions, is based on the
principle that exchanges of nonmonetary assets should be measured based on
the
fair value of the assets exchanged. The guidance in that Opinion,
however, included certain exceptions to that principle. This
Statement amends APB No. 29 to eliminate the exception for nonmonetary exchanges
of similar productive assets and replaces it with a general exception for
exchanges of nonmonetary assets that do not have commercial
substance. A nonmonetary exchange has commercial substance if the
future cash flows of the entity are expected to change significantly as a result
of the exchange. This Statement is effective for financial statements
for fiscal years beginning after June 15, 2005. Earlier application is permitted
for nonmonetary asset exchanges incurred during fiscal years beginning after
the
date of this Statement is issued. Management believes this Statement
will have no impact on the financial statements of the Company once
adopted.
In
December 2004, the FASB issued a revision to SFAS 123, Accounting for Stock
Based Compensation. This Statement supersedes APB No. 25, Accounting
for Stock Issued to Employees, and its related implementation
guidance. This Statement establishes standards for the accounting for
transactions in which an entity exchanges its equity instruments for goods
or
services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. This Statement focuses primarily on
accounting for transactions in which an entity obtains employee services in
share-based payment transactions. This Statement does not change the
accounting guidance for share-based payment transactions with parties other
than
employees provided in SFAS 123 as originally issued and EITF Issue No. 96-18,
"Accounting for Equity Instruments That Are Issued to Other Than Employees
for Acquiring, or in Conjunction with Selling, Goods or
Services." This Statement does not address the accounting for
employee share ownership plans, which are subject to AICPA Statement of Position
93-6, Employers' Accounting for Employee Stock Ownership
Plans.
A
nonpublic entity will measure the cost of employee services received in exchange
for an award of equity instruments based on the grant-date fair value of those
instruments, except in certain circumstances.
A
public
entity will initially measure the cost of employee services received in exchange
for an award of liability instruments based on its current fair value; the
fair
value of that award will be re-measured subsequently at each reporting date
through the settlement date. Changes in fair value during the
requisite service period will be recognized as compensation cost over that
period. A nonpublic entity may elect to measure its liability awards
at their intrinsic value through the date of settlement.
The
grant-date fair value of employee share options and similar instruments will
be
estimated using the option-pricing models adjusted for the unique
characteristics of those instruments (unless observable market prices for the
same or similar instruments are available).
NOTE
1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
RECENT
ACCOUNTING PRONOUNCEMENTS (continued)
Excess
tax benefits, as defined by this Statement, will be recognized as an addition
to
paid-in-capital. Cash retained as a result of those excess tax
benefits will be presented in the statement of cash flows as financing cash
inflows. The write-off of deferred tax assets relating to unrealized
tax benefits associated with recognized compensation cost will be recognized
as
income tax expense unless there are excess tax benefits from previous awards
remaining in paid-in capital to which it can be offset.
The
notes
to the financial statements of both public and nonpublic entities will disclose
information to assist users of financial information to understand the nature
of
share-based payment transactions and the effects of those transactions on the
financial statements.
The
effective date for public entities that do not file as small business issuers
will be as of the beginning of the first interim or annual reporting period
that
begins after June 15, 2005. For public entities that file as small
business issuers and nonpublic entities the effective date will be as of the
beginning of the first interim or annual reporting period that begins after
December 15, 2005. Management intends to comply with this Statement
at the scheduled effective date for the relevant financial statements of the
Company.
FAIR
VALUE
The
carrying amount reported in the balance sheet for cash and accounts payable
and
accrued expenses approximates fair value because of the immediate or short-term
maturity of these financial instruments.
CONCENTRATION
OF CREDIT RISK
Financial
instruments which potentially subject the Company to concentrations of credit
risk consist of cash. The Company maintains cash at one financial
institution. The Company periodically evaluates the credit worthiness of
financial institutions, and maintains cash accounts only in large high quality
financial institutions, thereby minimizing exposure for deposits in excess
of
federally insured amounts. The Company believes that credit risk
associated with cash is remote.
COMPREHENSIVE
INCOME
There
are
no adjustments necessary to net (loss) as presented in the accompanying
statements of operations to derive comprehensive income in accordance with
SFAS
130, “Reporting Comprehensive Income.”
NOTE
2 - BASIS OF ACCOUNTING
The
accompanying financial statements have been prepared on the basis of accounting
principles applicable to a going concern, which contemplates the realization
of
assets and extinguishment of liabilities in the normal course of business.
As
shown in the accompanying balance sheet the Company has accumulated a deficit
of
$34,351 through July 31, 2007, current liabilities exceeded current assets
by
$5,227. As of July 31, 2007, the Company has not commenced principal operations.
These factors among others may indicate that the Company may be unable to
continue in existence. The Company's financial statements do not include any
adjustments related to the realization of the carrying value of assets or the
amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence. The Company's ability to establish
itself as a going concern is
dependent
upon its ability to obtain additional financing, in order to commence
exploration activities on its mining property and ultimately, to achieve
profitable operations. Management believes that they can be successful in
obtaining equity financing which will enable the Company to continue in
existence and establish itself as a going concern.
NOTE
3 – UNDEVELOPED MINERAL PROPERTY
During
the year ended July 31, 2004, the Company acquired six unpatented lode mining
claims. The Company must annual assessment work of $100 for each claim or pay
an
annual maintenance fee of $100 per claim. These claims are located in western
Luna County, New Mexico and are collectively known as the Home Ranch
Prospect.
No
exploration efforts have been conducted on the Company’s mineral property and,
accordingly, the ultimate recovery of the Company’s investment in mineral
property is dependent upon the discovery of commercially profitable ore reserves
through future exploration efforts and the subsequent development or sale of
such reserves.
NOTE
4 – OIL AND GAS PROPERTY
State
Red House #4 Project
The
Company had a 10% working interest in the Vector Exploration Corporation State
Red House #4 Project for a total buy-in cost of $833 plus dry hole costs in
Nobel County, Oklahoma. The Company’s working interest included leasehold
interest, well bores, geological expenses, brokerage costs and overhead. During
the year ended July 31, 2005, it sold its interest for $3,500 resulting in
a
$330 loss on the disposition which is recognized on the statements of
operation.
NOTE
5 - COMMON STOCK
In
August
2003, the Company issued 3,000,000 shares of common stock at $0.005 per share
for gross proceeds of $15,000.
During
the year ended July 31, 2005, the Company issued 3,000,000 shares of common
stock at $0.005 per share for gross proceeds of $15,000.
NOTE
6 – INCOME TAXES
At
July31, 2007, the Company had a net operating loss carryforward of approximately
$34,351 that may be offset against future taxable income through 2027. These
carryforwards are subject to review by the Internal Revenue
Service.
The
Company has fully reserved the $5,153 tax benefit of operating loss
carryforwards, by a valuation allowance of the same amount, because the
likelihood of realization of the tax benefit cannot be determined. Of the total
tax benefit, $3,283 is attributable to 2007.
Temporary
differences between the time of reporting certain items for financial and tax
reporting purposes consists primarily of exploration costs on undeveloped
mineral properties.
In
June
1997, SFAS 131, “Disclosure about Segments of an Enterprise and Related
Information,” was issued. Operating segments, as defined in the pronouncement,
are components of an enterprise about which separate financial information
is
available and that are evaluated regularly by the Company in deciding how to
allocate resources and in assessing performance. The financial information
is
required to be reported on the basis that is used internally for evaluating
segment performance and deciding how to allocate resources to
segments.
As
of
July 31, 2007, the Company had one operating segment, mineral property
exploration and development.
NOTE
8 – SUBSEQUENT EVENTS
The
Company has a loan commitment from Wellington Financial Corp (“Wellington”)
whereby Wellington commits to loan up to $125,000 to the Company at an interest
rate of 8% per annum, for a one-year period ending July 31, 2008, for purposes
of providing the Company with working capital in connection with its proposed
exploration programs. The Company will issue unsecured note(s) to Wellington
evidencing and in exchange for any funds advanced under the
commitment.
F-11
[Outside
Back Cover Page]
No
dealer, salesman or any other person
has been authorized to give any quotation or to make any representations in
connection with the offering described herein, other than those contained in
this prospectus. If given or made, such other information or
representation, must not be relied upon as having been authorized by Homeland
Resources Ltd. or by any underwriter. This prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy any securities
offered hereby in any jurisdiction to any person to whom it is unlawful to
make
such an offer or solicitation in such jurisdiction.
Dealer
Prospectus Delivery Obligation
Until
____________________________
(90th day after
the later of (1) the effective date of the registration statement or (2) the
first date on which the securities are offered publicly), 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 dealers’ obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or
subscriptions.
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item
1. Indemnification
of Directors and Officers.
Section
78.7502 of the Nevada Revised Statutes, Article 12 of our Articles of
Incorporation and Article V of our Bylaws permit us to indemnify our officers
and directors and certain other persons against expenses in defense of a suit
to
which they are parties by reason of such office, so long as the persons
conducted themselves in good faith and the persons reasonably believed that
their conduct was in our best interests or not opposed to our best interests
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe their conduct was unlawful. See our Articles of
Incorporation and our Bylaws filed as Exhibits 2.1 and 2.2 to this registration
statement, respectively. Indemnification is not permitted in
connection with a proceeding by us or in our right in which the officer or
director was adjudged liable to us or in connection with any other proceeding
charging that the officer or director derived an improper personal benefit,
whether or not involving action in an official capacity.
Item
2.
Other
Expenses of Issuance and
Distribution.
The
expenses to be paid by us in
connection with the securities being registered are as follows:
Amount
Securities
and Exchange Commission Registration Fee
$
1
Accounting
Fees and Expenses
7,000
Legal
Fees and Expenses
15,000
Transfer
Agent and Registrar Fees and Expenses
1,000
Miscellaneous
Expenses
2,000
Total
$
25,000
*
______________
*Estimated
amount
Item
3. Undertakings.
Homeland
Resources Ltd. hereby
undertakes to:
1) File,
during any period in which it offers or sells securities, a post-effective
amendment to this registration statement to:
i) Include
any prospectus required by section 10(a)(3) of the Securities Act;
and
ii) Reflect
in the prospectus any facts or events which, individually or together, represent
a fundamental change in the information in the registration statement; and
notwithstanding the foregoing, 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
iii) Include
any additional or changed material information on the plan of
distribution.
2) For
determining liability under the Securities Act, treat each post-effective
amendment as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide
offering.
II-1
File
a
post-effective amendment to remove from registration any of the securities
that
remain unsold at the end of the offering.
Insofar
as indemnification for
liabilities arising under the Securities Act of 1933 (the “Act”) may be
permitted to directors, officers and controlling persons of the small business
issuer pursuant to the foregoing provisions, 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 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 a director, officer or controlling person of
Homeland Resources in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with
the securities being registered, we will, unless in the opinion of our counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by us is
against public policy as expressed in the Securities Act and will be governed
by
the final adjudication of such issue.
Item
4. Unregistered Securities Issued or
Sold Within One Year.
Notice
of Mining Claims HR #1-6, recorded by Luna County, New Mexico, on
March24, 2004
6.2
Confirmation
of Agreement with Leroy Halterman dated August 1, 2007
6.3
Loan
Commitment Letter from Wellington Financial Corporation dated August1,2007
6.4
Notice
of Intent to Hold the HR #1-6 Lode Mining Claims, filed with the
Bureau of
Land Management on August 15, 2007
6.5
Notice
of Intent to Hold the HR #1-6 Lode Mining Claims recorded by Luna
County,
New Mexico, on August 17, 2007.
10.1
Consent
of Dill Dill Carr Stonbraker & Hutchings, P.C. (incorporated by
reference to Exhibit 11.1)
10.2
Consent
of Moore & Associates, Chartered
11.1
Opinion
Regarding Legality
Item
6. Description of
Exhibits.
See
Item
5 above.
II-2
SIGNATURES
In
accordance with the requirements of
the Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements of filing on Form
SB-1
and authorized this registration statement to be signed on its behalf by the
undersigned, in the city of Albuquerque, New Mexico, on November 19,2007.
HOMELAND
RESOURCES
LTD.
By:
/s/
Armando Garcia
Armando
Garcia, President
In
accordance with the requirements of
the Securities Act of 1933, this registration statement was signed by the
following persons in the capacities and on the dates stated.
Signature
Title
Date
/s/
Armando
Garcia
President,
Secretary, Treasurer and director
(principal
executive, financial and accounting
officer)
