As filed with the Securities and Exchange Commission on November 16, 2005.
An Exhibit List can be found on page II-4.
Registration No. 333-122862
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Revelstoke Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)
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NEVADA 1700 98-0441019
--------------------------------------------------------------------------------
(State of Incorporation) (Primary Standard Industrial (IRS Employer
Code No.) Identification No.)
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14977 - 21st Avenue
South Surrey, British Columbia, V4A 8G3
Canada
Phone # (604) 329-9593
----------------------
(Address and telephone number of principal executive offices)
3033 N.W. 63rd Street, Suite 200
Oklahoma City, Oklahoma 73116
Phone # (405) 848-1944
----------------------
(Name, address and telephone number of agent for service)
Copies to:
Mark A. Robertson, Esq.
Robertson & Williams.
3033 N.W. 63rd Street, Suite 200
Oklahoma City, Oklahoma 73116
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: X
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Title of each class of Amount to be Proposed Maximum Proposed Maximum Amount of
securities to be Registered Offering Price Per Aggregate Offering Registration Fee
registered Security (1) Price
===================================================================================================
Common Stock, $0.001
par value 100,000 $ 1.00 $ 100,000 $12.67
- ---------------------------------------------------------------------------------------------------
Common Stock, $0.001
par value (2) 162,500 $ 1.00 $162,500 $20.59
- ---------------------------------------------------------------------------------------------------
Total 262,500 $ 1.00 $ 262,500 $33.26
- ---------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(g) under the Securities Act of 1933.
(2) Selling Shareholders.
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.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED NOVEMBER 16, 2005
Revelstoke Industries, Inc.
100,000 Shares of Common Stock
162,500 Selling Shareholders Common Stock
The shares are being offered for sale on a best efforts basis for 100,000 Shares
at $1.00 per share by Revelstoke Industries, Inc. The offering of the shares
sold by the Company will end on the earlier of December 31, 2005 or when all
100,000 shares are sold. The selling shareholders may continue to sell their
shares as long as the registration statement remains effective. This offering is
being made on a self-underwritten basis, with no minimum purchase requirements
by us through our officers and directors. There is no arrangement to place the
funds raised by us in escrow, trust or similar account during the sale of our
shares. In addition, our selling shareholders are offering up to 162,500 shares
of our common stock. There is no firm commitment for the sale of any shares.
Since there is no firm commitment with respect to the sale of shares, which
means that there is no minimum number of shares that must be sold in order to
complete the offering, we cannot state how many, if any, shares will be sold.
Our shares of common stock are not listed on any stock exchange. There is no
assurance that our shares of common stock will be quoted on any stock exchange
in the future. There is no agreement between us and the selling shareholders
prohibiting them from selling their shares concurrent with our offering of
shares. The selling shareholders may sell their common stock in negotiated
transactions until our shares of common stock are quoted on the OTC Bulletin
Board. Thereafter, the selling shareholders may sell their shares by brokers at
prevailing market prices or at privately negotiated prices.
There are no commissions payable for sales of shares in this offering.
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.
Until _______________, all dealers that effect transactions in these securities,
whether or not participating in this offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Investing in our common stock involves substantial
risks. See "Risk Factors" beginning on page 5.
November ___, 2005
1
TABLE OF CONTENTS
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Page
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Prospectus Summary 3
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Risk Factors 4
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Use of Proceeds 8
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Determination of Offering Price 9
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Market for Common Equity and Related Stockholder Matters 9
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Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
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Description of Business 13
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Management 16
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Employment Agreements 18
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Executive Compensation 18
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Certain Relationships and Related Transactions 18
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Security Ownership of Certain Beneficial Owners and Management 18
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Dilution 19
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Selling Stockholders 19
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Plan of Distribution 21
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Description of Securities 24
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Indemnification for Securities Act Liabilities 25
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Legal Matters 25
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Experts 25
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Available Information 26
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Index to Financial Statements F-2
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2
PROSPECTUS SUMMARY
The following is a summary of certain information contained in this Prospectus
Summary. This summary is intended only for quick reference and is not intended
to be complete. Therefore, this summary is qualified in its entirety by the
detailed information found in the remainder of this Prospectus.
The Company
- -----------
Revelstoke Industries, Inc. was originally incorporated in the State of Nevada
on April 5, 2004.
We are engaged in the business of reclaiming and stabilizing land in preparation
for construction in the United States. We maintain offices at 14977 - 21st
Avenue, South Surrey, British Columbia, V4A 8G3, Canada and can be reached at
(604) 329-9593. Our Internet website address is www.revelstokeindustriesinc.com.
The Offering
- ------------
- ---------------------------------------------------------------------------------------------------------------------------
Shares Offered We are offering 100,000 shares of common stock, $0.001 par value, at $1.00 per share, for a
total offering of $100,000. The 100,000 newly-issued shares being sold by the Company will
have voting rights equal to all other outstanding common shares of our stock. In addition,
our selling shareholders are offering to sell up to 162,500 shares of common stock which may
be sold by them at the same time we are selling shares. We are not receiving any proceeds from
the sale of any common stock by selling shareholders. See "Description of the Securities."
- ---------------------------------------------------------------------------------------------------------------------------
Terms of the Offering Investors must pay the amount in cash or check at the time of subscription. See "Plan of
Distribution".
- ---------------------------------------------------------------------------------------------------------------------------
Who May Invest The Shares are being offered solely pursuant to this Prospectus.
- ---------------------------------------------------------------------------------------------------------------------------
Use of Proceeds Proceeds from the sale of newly-issued shares under this Offering will be used principally
for the purposes of current operating capital. This will allow us to develop our projects,
and thereby provide revenues and the ability to expand and implement our marketing strategy.
There is a risk that if we do not sell completely all the shares we are offering in this
best efforts offering that the shortfall will jeopardize our ability to implement our
business plan. See "Use of Proceeds".
- ---------------------------------------------------------------------------------------------------------------------------
Securities Outstanding We presently have 300,000 shares of voting common stock issued and outstanding. Upon
completion of this Offering at the Maximum amount, a total of 100,000 newly-issued shares
will have been issued and 400,000 shares will then be outstanding. If less than the Maximum
Offering is sold, then correspondingly fewer Shares will be issued at the conclusion of the
Offering. In addition, there are no options presently outstanding to purchase our common
stock. See "Description of Securities."
- ---------------------------------------------------------------------------------------------------------------------------
Risk Factors Although our principals and senior managers have significant experience in business and
management, we have a limited operating history and are, therefore, essentially a "start-up"
company. We do not anticipate profitability, even following a successful closing of this
Offering, for a period of approximately 12 months. There is, therefore, no assurance that
revenues will continue to be generated as currently anticipated or that we will become
profitable. Consequently, an investment in Revelstoke Industries, Inc. is highly
speculative. Investors will suffer substantial dilution in the book value per share of the
common stock compared to the purchase price. In seeking to continue our current operations
and business, we could incur additional substantial losses, and require further funding for
which we presently have no commitments. No person should invest in Revelstoke Industries,
Inc. who cannot afford to risk loss of the entire investment. See "Risk Factors."
- ---------------------------------------------------------------------------------------------------------------------------
Transfer Agent Transfer Online, Inc. has been selected to serve as transfer agent and registrar for our
outstanding securities upon completion of the Offering. Transfer Online, Inc. is located at
317 SW Alder Street, 2nd Floor, Portland, Oregon 97204, and can be reached at (503)
227-2950.
- ---------------------------------------------------------------------------------------------------------------------------
Sales Agents The shares are being offered for sale on a best efforts basis by the Company and our
officers and directors. No commissions are payable for the sales of shares offered.
- ---------------------------------------------------------------------------------------------------------------------------
3
RISK FACTORS
Risks Inherent in a New Start-Up Company
- ----------------------------------------
Lack of Profitability/Limited Operating History May Jeopardize Success of
Operations
We have a limited operating history. Businesses which are starting up or in
their initial stages of development present substantial business and financial
risks and may suffer significant losses from which they cannot recover. We will
face all of the challenges of a new business enterprise, including but not
limited to, locating suitable office space, engaging the services of qualified
support personnel and consultants, establishing budgets and implementing
appropriate financial controls and internal operating policies and procedures.
We will need to attract and retain a number of key employees and other service
personnel. Further, there is no assurance that we will be able, upon completion
of this Offering, to successfully continue our operations or that we will ever
operate profitably.
Limited Capital/Possible Need for Additional Capital to Continue Development
Revelstoke Industries, Inc. presently does not have sufficient operating capital
and is dependent upon this Offering to continue development and marketing. Upon
completion of the Offering, even if the entire Offering amount is raised, the
amount of capital available to us will be limited, and may not be sufficient to
enable us to fully continue our business operations without additional fund
raising. Additional financing may be required to meet our objectives and provide
more working capital for expanding our development capabilities and to achieve
our ultimate plan of expansion and full scale of operations. There can be no
assurance that we will be able to obtain such financing on attractive terms, if
at all. We have no commitments for additional cash funding beyond the proceeds
expected to be received from this Offering.
4
We Do Not Anticipate Paying Dividends
We do not currently intend to pay cash dividends on our common stock and do not
anticipate paying any dividends at any time in the foreseeable future. At
present, we will follow a policy of retaining all of our earnings, if any, to
finance development and expansion of our business. See "Dividend Policy."
Limited Liability of Officers and Directors Limits Investors' Rights
We have adopted provisions in our Articles of Incorporation and Bylaws which
limit the liability of our officers and directors and provide for
indemnification by us of our officers and directors to the full extent permitted
by Nevada corporate law. Our articles generally provide that our officers and
directors will have no personal liability to us or our stockholders for monetary
damages for breaches of their fiduciary duties as directors, except for breaches
of their duties of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of law, acts involving unlawful
payment of dividends or unlawful stock purchases or redemptions, or any
transaction from which a director derives an improper personal benefit. These
provisions substantially limit the shareholders' ability to hold officers and
directors liable for breaches of fiduciary duty, and may require us to indemnify
our officers and directors.
Insofar as indemnification for liability arising under the Securities Act may be
permitted to directors, officers and controlling persons of a company pursuant
to the foregoing provisions, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission this indemnification is
against public policy and is, therefore, unenforceable. If a claim for
indemnification against such liabilities (other than the payment by Revelstoke
Industries, Inc. of expenses incurred or paid by a director, officer or
controlling person of Revelstoke Industries, Inc. in the successful defense of
any action, suit or proceeding) is asserted by a director, officer or
controlling person in connection with the securities being offered, we will,
unless in the opinion of counsel, the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
indemnification is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of that issue.
Risks Related to the Nature of the Business
- -------------------------------------------
Adverse Economic Conditions Negatively Impact Our Business
In an economic slowdown or during periods of rising interest rates, new
construction typically declines, which means the demand for our services will
decline. The construction industry, in general, may be adversely affected by
slowdown in regional demand for new commercial and residential construction. If
demand for new construction declines in the region in which we do business, the
demand for our site reclamation services may decline. It is difficult, if not
impossible, to predict the demand for reclaiming and stabilizing land in
preparation for construction. Depressed demand for new construction would have a
material adverse effect on our operations.
5
We Face Competition from Larger Companies in Our Business
We will be competing against other construction site reclamation and excavation
companies such as Hayward Baker, Inc. in California and Case Foundation Company
in Arizona, some of which sell their services globally, and some of these
providers will have considerably greater resources and abilities than we do.
These competitors may have greater marketing and sales capacity, established
distribution networks, significant goodwill and global name recognition.
We Are Dependent on the Efforts of Management Which is Essential to Our Success
Our success will depend to a significant degree upon the involvement of our
management, who will be in charge of strategic planning and operations. The
officers, directors, management and advisors have experience in construction
site reclamation and preparation, which will be essential to our success.
However, we may need to attract and retain additional talented individuals in
order to carry out our business objectives. The competition for such persons
could be intense and there are no assurances that these individuals will be
available to us.
Until We Can Grow, We are Economically Dependent on Alantic Contractors Ltd.
Due to our limited resources and size, we currently subcontract all land
stabilization contracts to one supplier - Alantic Contractors Ltd. (see
"Description of Business"). Our ability to continue viable operations is
dependent upon these services until we can grow our business and develop the
ability to deliver the services internally.
Changing Regulatory Compliance Can Present Impediments to Our Business
As many of our planned activities will be subject to federal, state and local
regulation, and as these rules are subject to constant change or amendment,
there can be no assurance that our operations will not be adversely affected by
new or different government regulations, laws or court decisions applicable to
our operations.
Risks Related to the Offering
- -----------------------------
The Sale by the Company and the Selling Shareholders at the Same Time May
Present a Conflict
Our officers and directors may be selling our shares at the same time our
selling shareholders are trying to sell shares. Our shares will be sold at $1.00
per share, but the selling shareholders may sell their shares at whatever
negotiated price they can get which presents a conflict between us and our
selling shareholders. If the selling shareholders sell their shares at less than
$1.00 per share it may make it more difficult for us to sell our shares at $1.00
per shares. There is no agreement between us and the selling shareholders
prohibiting them from selling their shares concurrent with our offering of
shares.
No Assurance that Our "Best Efforts"/No Firm Commitment Offering Will Raise
Sufficient Funds
The Shares are being offered by us on a "Best Efforts" basis, meaning that there
is no assurance that any or all of the Offering will be sold. Because there is
no minimum closing amount, there is an increased risk to investors who
participate in the Offering if less than the Maximum amount is raised, since the
remainder of the funds will not be forthcoming and that shortfall may jeopardize
our ability to perform under our business plan. The Offering may not raise the
full $100,000 of new funds for us, because the market may not support the sale
of all of the newly-issued common stock.
6
Uncertain Public Market for the Shares May Make the Resale of Shares Difficult
At present, we are a private company. Following closing of this Offering, there
will be a limited marketplace for the Shares of purchasers buying their Shares
from us pursuant to the terms and conditions of this Offering and those
registered selling shareholders. There is no assurance as to the depth or
liquidity of any market or the prices at which holders may be able to sell the
securities. An investment in the Shares may be totally illiquid and investors
may not be able to liquidate their investment readily or at all when the need or
desire to sell arises. Furthermore, the Shares are not marginable, will not be
marginable in the near future and it is unlikely that a lending institution
would accept Revelstoke's common stock as collateral for a loan. (See "Market
for Common Equity and Related Stockholder Matters").
Arbitrary Offering Price for Shares Bears No Relationship to Value or Possible
Trading Price
The Offering price of the Shares was arbitrarily determined by us. The Offering
price bears no relationship to our assets, earnings to date, book value, net
worth or other recognized economic criteria for valuing Shares. In no event
should the Offering price be regarded as an indicator of any future market price
of our securities.
Volatility of Price of Shares Likely
If a public market does develop for the Shares, many factors will influence the
market prices. The Shares will be subject to significant fluctuation in response
to variations in our operating results, investor perceptions of us, supply and
demand, interest rates, general economic conditions and those conditions
specific to the industry, unusual developments with regard to our activities,
future financial condition and successful management.
We Have Broad Discretion as to Use of Proceeds
We will have wide discretion as to the exact allocation and priority and timing
of the allocation of funds raised from the Offering. The allocation of the
proceeds of the Offering may vary significantly depending upon numerous factors,
including the success that we have in the marketing of our services and
products. Accordingly, we will have broad discretion with respect to the
expenditure of the net proceeds of the Offering. Investors purchasing the Shares
offered here will be entrusting their funds to our management, upon whose
judgment the subscribers must depend. (See "Use of Proceeds").
Investors in the Offering Will Contribute to Our Capital a Disproportionately
Greater Share than the Ownership Percentage That They Receive
Collectively, the existing shareholders own 300,000 shares of our presently
outstanding common stock, and as at May 31, 2005 we had total tangible assets of
$2,494. If the Maximum number of newly-issued shares offered by this Offering
are sold, then upon completion of the Offering, pre-existing stockholders will
represent 75% of the then-outstanding common stock, and investors purchasing
newly-issued shares in the Offering will own the other 25%, for which they will
have paid $100,000 cash. Therefore, investors in the Offering will contribute to
our capital a disproportionately greater share than the ownership percentage
that they receive. Present stockholders will benefit from a greater share of
Revelstoke Industries, Inc. if successful, while investors in the Offering risk
a greater loss of cash invested we are not successful.
7
Investors Who Purchase the Shares in the Offering Will Experience Dilution in
the Book Value of Shares Which They Acquire.
Our present shareholders purchased their common stock at an average cost of
approximately $0.247 per share, lower than the $1.00 per share to be paid by
investors in this Offering. Dilution may also occur if we issue additional
shares at a price lower than the Offering price stated in this document. A
substantial portion of our 50,000,000 authorized shares of common stock will
remain unissued if all shares offered by this prospectus are sold. Our Board of
Directors has, however, the power to issue shares without shareholder approval.
Following the Offering, any additional issuances of shares by us from our
authorized but unissued shares could have the effect of further diluting the
book value of shares and the percentage ownership interest of investors in this
Offering. (See "Dilution").
Existing Shareholders May Continue to Control the Company
There are no pre-emptive rights in connection with our common stock. Cumulative
voting is allowed during the election of directors. However, after the
completion of the Offering, the existing shareholders may continue to control a
majority of the issued and outstanding shares and may therefore be able to
control the election of a majority of the directors, and generally control our
affairs.
Applicability of Low-Priced Stock Risk Disclosure Requirements May Reduce the
Value and Affect its Liquidity
Our securities will be considered low-priced or "designated" securities under
rules in effect under the Exchange Act. Under these rules, broker/dealers
participating in transactions in low-priced securities must first deliver a risk
disclosure document which describes the risks associated with such stocks, the
broker/dealer's duties, the customer's rights and remedies, certain market and
other information, and make a suitability determination approving the customer
for low-priced stock transactions based on the customer's financial situation,
investment experience and objectives. Broker/dealers must also disclose these
restrictions in writing to the customer and obtain specific written consent of
the customer, and provide monthly account statements to the customer. The likely
effect of these restrictions will be a decrease in the willingness of
broker/dealers to make a market in the stock, decreased liquidity of the stock
and increased transaction costs for sales and purchases of the stock as compared
to other securities.
USE OF PROCEEDS
The proceeds to be realized by us from the sale of newly-issued shares offered
in this Offering will vary depending on the total number of shares sold. The
following chart shows the estimated use of proceeds where the maximum offering
is raised.
8
Description Maximum Offering
- ----------- ----------------
Total Proceed $ 100,000
Offering Expenses $ 10,000
----------
Net proceeds $ 90,000
----------
Marketing $ 25,000
Operations $ 50,000
Working Capital $ 15,000
----------
Total Expenditure $ 90,000
----------
Proceeds to be used for marketing expenses are expected to include advertising
in trade publications and entertainment expenses. Operations expenses are
expected to include fees to Alantic Contractors Ltd. (see "Description of
Business"), rent, accounting and legal fees relating to the compliance with
regulatory reporting requirements, salaries and similar administrative expenses.
Working capital represents an unallocated reserve for unanticipated costs and
cash flow requirements.
If we do not sell all of the newly-issued shares offered in the Offering, we
will first reduce unallocated working capital, and if necessary funds available
for marketing. A shortfall could jeopardize our ability to implement our
business plan.
DETERMINATION OF OFFERING PRICE
The initial public offering price of the shares of our common stock has been
determined arbitrarily by us and does not necessarily bear any relationship to
our book value, assets, past operating results, financial condition or any other
established criteria of value. Although our common stock is not listed on a
public exchange, we will be filing to obtain a quotation on the OTC Bulletin
Board following the sale of the Company shares. There is no assurance that our
shares of common stock will be quoted on the OTC Bulletin Board. In addition,
however, there is no assurance that our common stock, once it becomes publicly
quoted or listed, will trade at market prices in excess of the initial public
offering price as prices for the common stock in any public market which may
develop will be determined by the market and may be influenced by many factors,
including the depth and liquidity of the market for the common stock, investor
perception of us, and general economic and market conditions.
MARKET FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
Market Information
- ------------------
Prior to this Offering, we have been privately held and no market existed for
transactions related to our common stock. Private sales or transfers are
permitted under the respective state and Federal securities laws, subject to
compliance with exemptions under the respective statutory guidelines. After this
Offering, there will be a limited public marketplace for our common stock. No
estimate can be made of the viability of this secondary market.
9
Dividends
- ---------
Holders of our common stock are entitled to receive dividends when declared by
our Board of Directors out of funds legally available for distribution. Any
dividends may be paid in cash, property or shares of our common stock. We have
not paid any dividends since our inception, and it is not likely that any
dividends on our common stock will be declared at any time in the foreseeable
future. Any dividends will be subject to the discretion of our Board of
Directors, and will depend upon, among other things, our operating and financial
condition, our capital requirements and general business conditions. Therefore,
there can be no assurance that any dividends on our common stock will be paid in
the future.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Plan of Operations
- ------------------
Over the next twelve months, we expect to open an office in the United States
and begin contacting residential and commercial land developers to establish the
demand for our services (see "Description of Business"). With the assistance of
Alantic Contractors Ltd., we will locate geotechnical engineers knowledgeable
about unstable soils and local soil conditions, and qualified excavation
subcontractors. We also expect to negotiate contracts with land developers and
to begin providing land reclamation and stabilization services.
Results of Operations
- ---------------------
The following table sets forth, as a percentage of revenue for the year, our
statement of operations data for the period from June 1, 2004 until May 31,
2005.
--------------------------------------------------------------------------------
Revenue 100.0%
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Direct costs 120.2
-----
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Gross loss (20.2)
-----
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Administrative expenses
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Bank charges and interest 0.5
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Consulting fees 37.5
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Management fees 10.6
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Office and miscellaneous 9.2
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Professional fees 43.8
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Promotion 2.1
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Rent 8.0
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Telephone 1.4
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Transfer agent 6.5
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Travel 4.4
-----
--------------------------------------------------------------------------------
Total administrative expenses 124.0
-----
--------------------------------------------------------------------------------
Other income
--------------------------------------------------------------------------------
Gain on foreign exchange 3.2
-----
--------------------------------------------------------------------------------
Loss for the year (141.0%)
-----
--------------------------------------------------------------------------------
10
During the year from June 1, 2004 until May 31, 2005, we experienced a net loss
of $66,246. We are in the development stage, and therefore have not commenced
producing significant consistent revenue. During the year, we earned $46,974 of
revenue from site reclamation and incurred $56,481 of costs directly relating to
that revenue. As we begin to implement our business plan, we expect the number
of site reclamation jobs and revenue to increase, and direct costs as a
percentage of that revenue to fall over the next 12 months. Our administrative
expenses totaled $58,253 for the year, and consisted primarily of consulting
fees of $17,632 relating to investigating the opportunities in the construction
site reclamation and stabilization business in the United States and preparation
of this prospectus. In addition, professional fees of $20,574 were incurred in
respect of accounting and audit fees and legal fees.
During the three-month period ended August 31, 2005, we suffered a net loss of
$16,444. We earned no revenue and our administrative expenses totaled $16,414.
These expenses consisted mainly of professional fees of $12,539 for legal and
accounting services, and consulting fees of $3,052 relating to the preparation
of this prospectus.
We expect administrative expenses to decrease as a percentage of revenue as
revenue increases over the next 12 months.
The residential and commercial real estate market in the United States is
presently active, so we expect the demand for our services will remain stable or
increase in the foreseeable future.
Liquidity and Capital Resources
- -------------------------------
At May 31, 2005, our principal source of liquidity was cash of $63,704 and we
had working capital of $2,494. At August 31, 2005, our principal source of
liquidity was cash of $12,722 and we had a working capital deficiency of
$13,950. Our ability to continue and expand our operations is dependent upon
achieving profitable operations and upon obtaining additional financing. The
outcome of these matters cannot be predicted at this time.
For the year ended May 31, 2005, $591 of cash was provided by our operations and
we used $45,000 of cash to repay two unsecured promissory notes. To finance our
cash needs since our inception, we borrowed $45,000 during the preceding fiscal
period by way of two unsecured promissory notes. As discussed above, we repaid
these loans in full in October 2004. In addition, we raised $65,000 in November
2004 by the issuance of 162,500 shares of our common stock at $0.40 per share.
During the preceding fiscal period, we raised $9,167 by the issuance of 137,500
shares of our common stock at $0.0667 per share. For the three month period
ended August 31, 2005, we used $50,982 of cash for our operations. In
particular, we used $16,444 of cash for the loss for the period and applied
$41,873 of cash to pay our accounts payable. We raised no funds during the
period.
Our administrative expenses averaged approximately $5,000 per month during the
preceding 12 months and are expected to continue at this rate until we begin
generating sustainable revenue. Management anticipates that if we sell all of
the stock offered by the Company, it should fund the capital requirements over
the next 12 months. If we are unable to sell our shares, we will need to obtain
additional financing for our capital requirements. Such additional financing
will come from additional capital from management or bank financing.
11
Off Balance Sheet Arrangements and Commitments
- ----------------------------------------------
As of August 31, 2005, we had no off-balance sheet arrangements. The following
table summarizes our contractual obligations at August 31, 2005 and the effect
those obligations are expected to have on our liquidity and cash flow in future
periods.
- ------------------------------------------------------------------------------------------------------
Payments Due by Period
- ------------------------------------------------------------------------------------------------------
Contractual Obligations Total Less Than 1 Year 1 to 3 Years 3 to 5 Years More Than 5
Years
======================================================================================================
Current liabilities $34,997 $34,997 $ - $ - $ -
- ------------------------------------------------------------------------------------------------------
Long-term debt - - - - -
------- ------- ---- ---- ----
- ------------------------------------------------------------------------------------------------------
Total $34,997 $34,997 $ - $ - $ -
------- ---- ---- ----
- ------------------------------------------------------------------------------------------------------
Critical Accounting Policies
- ----------------------------
Development stage company
We are considered to be in the development stage as defined in Statement of
Financial Accounting Standards No. 7.
Revenue Recognition
We recognize revenue from land stablization contracts on the percentage of
completion basis. Revenue is measured by the proportion of construction costs
incurred to date as a percentage of estimated total construction costs. We
record provisions for estimated losses on uncompleted contracts the period in
which those losses are determined.
Foreign currency translation
Monetary assets and liabilities are translated at year-end exchange rates; other
assets and liabilities are translated at the rates prevailing at the date of
transaction. We translate revenue and expense items, except for amortization, at
the average rate of exchange for the year. Amortization is converted using rates
prevailing at dates of acquisition. Gains and losses from foreign currency
translation are included in the statements of operations.
Loss per share
We use the treasury stock method of calculating fully diluted per share amounts
whereby any proceeds from the exercise of stock options or other dilutive
instruments are assumed to be used to purchase common shares at the average
market price during the period.
Financial instruments
All our significant financial assets, financial liabilities and equity
instruments are either recognized or disclosed in the financial statements
together with other information relevant for making a reasonable assessment of
future cash flows, interest rate risk and credit risk. Where practicable the
fair values of financial assets and financial liabilities have been determined
and disclosed; otherwise only available information pertinent to fair value has
been disclosed.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires us to make estimates and assumptions that affect
the reported amount of our assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements, and the reported amounts of
our revenues and expenditures during the reporting period. Actual results could
differ from those reported.
12
Income taxes
We provide for income taxes using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes." A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities. Tax benefits, which may arise as a result of applying losses to
taxable income, have been reduced to zero by a valuation allowance due to
uncertainty regarding their use.
DESCRIPTION OF BUSINESS
History and Development of the Company
- --------------------------------------
Revelstoke Industries, Inc. was incorporated in Nevada on April 5, 2004, for the
purpose of building on the expertise of Alantic Contractors Ltd. in reclaiming
and stabilizing land in preparation for construction in Canada. With this
expertise, we intend to enter the United States market.
Using Alantic's management and expertise developed over the last 30 years, we
intend to enter the U.S. market for construction site reclamation and
preparation. There are significant parcels of land in the United States --
including largely peat-bearing lands -- currently not viable for development
because they are unstable, and traditional techniques and costs to develop them
would render the land worthless.
It is our intention that until we have established enough of a client base to
justify hiring full-time staff, we will act essentially as a marketing and
contracting company, with any land reclamation contracts we enter into being
subcontracted to Alantic (see "Expertise" below). As we gain clients and as
revenue increases, we intend to hire experienced staff to manage our land
reclamation contracts ourselves.
Expertise
- ---------
Alantic and its management have over 30 years of expertise and excavation
experience, and have specialized in soft-ground development almost exclusively
for the last 15 years.
Alantic is owned and managed by Mr. Russell J. Shiels of Langley, British
Columbia, Canada, who is also a stockholder in Revelstoke Industries, Inc. Mr.
Shiels will provide guidance in launching our operations in the United States,
advise on operational matters and will assist us in promoting our business
through associates of his Canadian customers. We and Alantic have entered into
an agreement where Alantic, acting as contractor, will assist us with:
* Establishing initial budgets
* Supervision and procuring of engineering services
13
* Obtaining state and local approvals
* Periodic project budget reviews
* Implementation of systems to conform to local and state regulations
* Supervision of construction team, including site engineering by Alantic's
staff engineer
* Acquisition of equipment or services of local subcontractors
* Selection and sourcing of potential fill materials
* Setting up and directing day-to-day operations
For these services, we will pay Alantic their costs plus 15%. In addition, we
will pay Alantic $2,500 plus travel expenses to review the viability of
prospective projects.
An expertise in the field of soft-ground development is necessary to minimize
the risk of damage to adjacent buildings and nearby infrastructure, unexpected
on-site soil structure damage, and future damage to newly constructed buildings.
Experienced management and staff and geotechnical preparation reduces this risk
to a manageable level.
Expertise is also necessary for the proper management of structural fill
inventories and availabilities. Costs can increase markedly when large volumes
of structural fill must be transported over great distances. Economies can be
had when fill can be removed from one site and moved a short distance to provide
the fill for another site. Proper management of structural fill is a function of
management experience.
Site Reclamation and Stabilization
- ----------------------------------
Peat, silt and other organic soils present an unstable base for construction.
Buildings, parking lots and other improvements on such unprepared soils will
settle unevenly, thereby causing structural instability and, eventually, costly
site remediation or loss of the foundation. Unstable soils must be either
preloaded, excavated and replaced, or pilings must be installed to provide a
stable base for foundation. Depending upon the depth of the unstable soils,
removal of undesirable materials and replacement with structural fill, or the
installation of pilings may be uneconomical alternatives. Proper staged
preloading may be the only viable alternative in relatively deep, unstable
soils.
In Canada, Alantic has developed an expertise in preloading and stabilizing
fragile land unable to support the weight of commercial buildings, and
reclaiming it for profitable development. Preloading is a process whereby
unstable soils are consolidated and settled by loading the site in stages with
structural fill -- sometimes yards deep and weighing thousands of tons -- in a
predetermined manner. This compacts and consolidates the underlying soils over a
period of months and possibly years. When the short term settlement has been
exhausted, the preload -- that is, the amount of material above finished grade
- -- is removed, leaving the site with a stable foundation for construction.
14
Preloading is not a new technology; in fact, it has been in use for many years.
In recent years, however, a niche has developed where contractors like Alantic
have capitalized on the need for sites (landfills) to receive excess structural
fill generated as a consequence of multilevel underground developments. Through
the relocation of this structural fill, and with the revenue generated by
tipping fees charged, sites which were once not economically viable to develop
are afforded the opportunity to proceed.
With our ability to contract Alantic's management and senior staff, and with
outside geotechnical engineers, we intend to assist owners of unstable lands to
prepare and reclaim their lands for development. The process for us will
typically begin with a review of the particular site's soils by a geotechnical
engineer, including soil composition, depth and other characteristics that will
describe its behavior and viability for its intended use.
Along with the geotechnical consultant, we will develop a staged plan to fill
and preload prospective sites. Next, the subject site would be cleared and
instrumentation installed in preparation for monitoring the site elevation
changes and any possible effects on surrounding properties or structures.
Structural landfill materials would be sourced through local projects and
excavation contractors, with tipping fees being negotiated. Initial fill depths
would be designed to allow for broad access over the site, while inducing some
of the dramatic, primary settlement. Over a period of months and even years,
additional layers of structural fill will be added as fill, and ultimately a
preload to prepare the location of any structures to be built.
The rate of settlement will be monitored over the ensuing months using surveyors
to gather data from the instrumentation installed prior to preloading. The
geotechnical consultant is responsible for determining the array of
instrumentation to be installed, the frequency of data collection, and
interpretation of the data. The rate of settling or lateral movement is
typically greatest in the early months, and declines over time. The performance
of the site as proven in the data will determine adjustments to the proposed
plan of site filling and preloading. This will be done in consultation with the
geotechnical engineer.
We will not provide reclamation services relating to contaminated soils.
Market and Industry Analysis
- ----------------------------
Alternatives to preloading for preparing unstable-soil sites for construction
include soil removal and replacement, and installation of pilings. The removal
of unstable soils and replacement with structurally suitable fill may be
appropriate for shallow soil depths, however the volume of soil required to be
removed from sites with deeper soils could make excavation, hauling and disposal
uneconomical.
Pilings are a traditional solution for long term stabilization. This is
typically an expensive solution, and may be particularly uneconomical in deep
soils.
Our competitors in site preparation and reclamation by preloading range from
contractors with similar background and experience such as Hayward Baker, Inc.
in California and Case Foundation Company in Arizona, to small contractors with
little or no experience in other than general excavation services. We intend to
build on the experience and reputation of Alantic to develop our clientele in
the United States.
15
Regulation
- ----------
We will conduct business in the United States under the regulation of U.S.
corporate law; environmental laws, such as those administered by the U.S.
Environmental Protection Agency; state building codes, such as the regulations
administered by the California Building Standards Commission, local zoning laws,
such as those contained in the Los Angeles Municipal Code; construction and
workers' compensation regulations, and pertinent business and professional
codes.
These regulations will impact on our business by guiding how and when we
undertake our operations, the type and frequency of regulatory reporting, and
the payment of related taxes. Our clientele will be responsible for the cost of
all zoning prior to the commencement of our work on particular construction
sites.
Liquidity and Capital Resources
- -------------------------------
We intend to use the proceeds from this Offering for the development of our
market and establishment in the United States. Additional financing will be
required to fund the commencement of operations. Following commencement of
operations, revenue billings are expected to fund ongoing operations.
Absent funds raised in this Offering, we will rely on funds committed by the
principals and a moderation of our growth prospects for the next 12 months.
Facilities
- ----------
Our executive and administrative offices are in approximately 400 square feet of
facilities located at 14977 - 21st Avenue, South Surrey, British Columbia, V4A
8G3, Canada. We intend to relocate our principal offices in 2,000 square feet at
another location in California or elsewhere in the western United States.
Considerations in selecting an appropriate location include proximity to our
clientele and construction sites, and the cost of suitable industrial
facilities.
Legal Proceedings
- -----------------
To the knowledge of our officers and directors, neither we nor any of our
officers or directors is a party to any material legal proceeding or litigation
and those persons know of no material legal proceeding or litigation
contemplated or threatened. There are no judgments against us or our officers or
directors. None of the officers or directors has been convicted of a felony or
misdemeanor relating to securities or performance in corporate office.
MANAGEMENT
Officers and Directors
- ----------------------
The following table sets forth the names and ages of the members of our Board of
Directors and our executive officers and the positions held by each.
16
--------------------------------------------------------------------------------
Position
Name Age Position Held Since
================================================================================
Gordon C. McDougall 49 Chief Executive Officer, Since Inception
Chief Financial Officer
President, Treasurer and Director
--------------------------------------------------------------------------------
Alan Sedgwick 52 Secretary, Director Since Inception
--------------------------------------------------------------------------------
Chief Executive Officer/Chief Financial Officer/President/Treasurer/Director:
Gordon C. McDougall
1994 to Present: President, Campbell Capital Advisory Inc., a private investment
and management consulting company located in South Surrey, British Columbia,
Canada. March 2002 to June 2004: Director, Gamestate Entertainment Inc., a
public leisure and entertainment company listed on the NASD Over-the-Counter
Bulletin Board. June 1999 to June 2000: President, Luna Medical Technologies,
Inc., a public, medical device marketing company listed on the NASD
Over-the-Counter Bulletin Board. Gordon McDougall, was born in New Brunswick,
Canada. He completed the Canadian Securities Course in 1984 and became a
stockbroker with Nesbitt Thomson in 1984. In 1986 he became a director of Allure
Industries Inc. a research and development company, which eventually became a
waste management company and was sold. He then was the Chief Executive Officer
of Maple Technologies Inc., which was in targeted advertising, primarily focused
on the college and university markets and hotels. The company's main product was
called Target Vision. Mr. McDougall is well-versed in raising capital, managing
start-up companies and coaching companies through their initial growth.
Secretary/Director: Alan Sedgwick
1992 to Present: Automotive Lease Specialist, Ocean Park Ford Ltd., a motor
vehicle dealer located in White Rock, British Columbia, Canada. After graduating
from Southern Alberta Institute of Technology (Business Administration) in 1975,
Alan Sedgwick developed a diverse 30-year background in direct marketing and
sales. During the mid-seventies, he recognized the potential of the mini
computer and became one of the first to market them in western Canada for
Olivetti Canada. After moving to British Columbia, Mr. Sedgwick formed The Nova
Communication Group, which was active in all aspects of advertising and
promotion of small and mid-sized companies in the interior of the province. At
the same time, Mr. Sedgwick ventured into the food and beverage industry,
opening Jonathan Segal's Bar & Restaurant Ltd. For the past fifteen years, he
has been in the automotive leasing industry, focusing on niche markets such as
the British Columbia film industry.
Employees
---------
We currently have two employees - our two executive officers. Within the next 12
months, and as funds become available, we intend to hire one or two additional
employees, and additional consultants will be engaged on an as-needed contract
basis.
17
EMPLOYMENT AGREEMENTS
As of the date of this prospectus, there are no employment agreements in place
with any employee. As we receive funding and hire employees and engage
consultants, employment and consulting agreements will be executed.
EXECUTIVE COMPENSATION
We have no officers, directors or employees who receive more than $100,000 per
year as compensation. Mr. McDougall, the chief executive officer of the company
has not received any compensation from the company since inception. There are no
option, long term compensation, incentive or benefit plans in place as of the
date of this prospectus. We do not pay director fees at this time.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as described in this prospectus, none of our directors, executive
officers nor members of their immediate family have a direct or indirect
material interest in any transactions or proposed transactions which materially
affected or could materially affect us.
We entered into a letter agreement with Alantic Contractors Ltd. to assist us
with commencing our operations in the United States, and the promotion and
operation of our business for a fee (see "Description of Business"). Alantic is
owned and managed by Russell J. Shiels, who owns 75,000 shares of our common
stock, representing 25.0% of our issued capital. In addition, Mr. Shiels'
spouse, Janet Shiels, his daughter, Tara Shiels, and his step-daughter, Lindsay
White, also own, respectively, 50,000, 1,000 and 1,000 shares of our common
stock representing, respectively, 16.7%, 0.3% and 0.3% of our issued capital.
Since our inception, we have entered into no transactions with promoters.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth, as of November 15, 2005, the name and the
approximate number of shares of common stock of Revelstoke Industries, Inc.
owned of record or beneficially by each person who owns of record, or is known
by us to own beneficially, more than five percent (5%) of our common stock, and
the name and shareholdings of each officer and director, and of all officers and
directors as a group as of the date of this Memorandum and as adjusted to
reflect the sale of the securities offered hereby.
18
-------------------------------------------------------------------------------
Percentage Percentage
Number of Prior to Following
Principal Shareholders' Name Shares Owned Offering Offering
-------------------------------------------------------------------------------
Gordon C. McDougall 62,500 20.8% 15.6%
-------------------------------------------------------------------------------
Alan Sedgwick 0 0% 0%
-------------------------------------------------------------------------------
All Officers and Directors As a Group 62,500 20.8% 15.6%
-------------------------------------------------------------------------------
Russell J. Shiels 75,000 25.0% 18.8%
-------------------------------------------------------------------------------
Darlene Rodocker 62,500 20.8% 0%
-------------------------------------------------------------------------------
Janet Shiels 50,000 16.7% 0%
-------------------------------------------------------------------------------
DILUTION
We presently have 300,000 shares of common stock issued and outstanding and as
of August 31, 2005 a negative net tangible book value of $13,950, or
approximately ($0.047) per share. Directors and officers paid the sum of $0.067
per share to purchase a total of 62,500 shares.
The proceeds from this offering will vary depending on the total number of
shares sold. If all of the 100,000 newly-issued shares being offered are sold,
our net proceeds, after deducting the offering costs of $10,000, will be
$90,000. Adding the net proceeds to our net tangible book value results in a
total tangible book value of $76,050, with a total of 400,000 shares issued and
outstanding. Dividing our total tangible book value by the number of shares
then-outstanding discloses a post-offering per share net tangible book value of
approximately $0.190. Therefore, the investors who purchase shares in this
offering will suffer an immediate dilution in the book value of their shares of
approximately 81.0% or $0.810 per share, while the present shareholders will
experience an immediate increase in the net tangible book value of their shares
of approximately $0.237 per share.
SELLING STOCKHOLDERS
We are registering 162,500 shares of our common stock by our existing
shareholders. The following table sets forth the name of each selling
shareholder, the number of shares of common stock beneficially owned by the
selling shareholder as of November 15, 2005, and the number of shares being
offered by each selling shareholder. None of the selling shareholders listed
below are broker-dealers or affiliates of broker-dealers. Any changes to this
list of selling shareholders will be disclosed via an amendment to this form
SB-2.
19
------------------------------------------------------------------------------------------------------------
Shares of Common Number Shares of
Stock Beneficially of Common Stock
Owned Prior to Shares Beneficially
the Offering of Owned After the
Common Offering
Stock to
be Sold
in the
Offering
------------------------------------------------------------------------------------------------------------
Name and Address Number Percent Number Percent
------------------------------------------------------------------------------------------------------------
Larry Ainsworth 1,000 0.3% 1,000 0 0%
15487 93rd Avenue, Surrey, BC, V3R 9B6,
Canada
------------------------------------------------------------------------------------------------------------
Joseph W. Bayer 1,000 0.3% 1,000 0 0%
6321 - 132nd Street, Surrey, BC, V3X 1M7,
Canada
------------------------------------------------------------------------------------------------------------
Graeme Bruce 2,500 0.8% 2,500 0 0%
1339 - 227th Street, Langley, BC, V2Z 2W8,
Canada
------------------------------------------------------------------------------------------------------------
Louise Bruce 2,500 0.8% 2,500 0 0%
1339 - 227th Street, Langley, BC, V2Z 2W8,
Canada
------------------------------------------------------------------------------------------------------------
Neil Buker 1,000 0.3% 1,000 0 0%
3154 West 3rd Avenue, Vancouver, BC, V6K
1N3, Canada
------------------------------------------------------------------------------------------------------------
Gordon Caulder 5,000 1.7% 5,000 0 0%
5510 Cliffridge Place, North Vancouver, BC,
V7R 4S2, Canada
------------------------------------------------------------------------------------------------------------
Barry W. Chapman 1,000 0.3% 1,000 0 0%
5461 Grove Avenue, Ladner, BC, V4K 2A6,
Canada
------------------------------------------------------------------------------------------------------------
C. Jane Clements 1,000 0.3% 1,000 0 0%
4628 - 239th Street, Langley, BC, V2Z 2T1,
Canada
------------------------------------------------------------------------------------------------------------
Sheri Croskery 1,000 0.3% 1,000 0 0%
5262 - 238th Street, Langley, BC, V2Z 2N3,
Canada
------------------------------------------------------------------------------------------------------------
Tyler DeBoer 1,000 0.3% 1,000 0 0%
5715 - 182nd Street, Surrey, BC, V3S 4M5,
Canada
------------------------------------------------------------------------------------------------------------
Ralph Ettles 1,000 0.3% 1,000 0 0%
1905 - 169th Street, Surrey, BC, V3S 9X3,
Canada
------------------------------------------------------------------------------------------------------------
Tony Fiorino 1,000 0.3% 1,000 0 0%
111 - 7436 Stove Lake Street, Mission, BC,
V2V 5B9, Canada
------------------------------------------------------------------------------------------------------------
Harry Girgulis 1,000 0.3% 1,000 0 0%
15431 93rd Avenue, Surrey, BC, Canada
------------------------------------------------------------------------------------------------------------
Otis Hiltz 1,000 0.3% 1,000 0 0%
966 - 163rd Street, Surrey, BC, V4A 9T8,
Canada
------------------------------------------------------------------------------------------------------------
Brad Hofstad 1,000 0.3% 1,000 0 0%
6869 181st Street, Surrey, BC, V3S 9C2,
Canada
------------------------------------------------------------------------------------------------------------
Barrie Hunt 1,000 0.3% 1,000 0 0%
#203 - 1705 Martin Drive, Surrey, BC, V4A
9T5, Canada
------------------------------------------------------------------------------------------------------------
Helge Jensen 1,000 0.3% 1,000 0 0%
16711 18th Avenue, Surrey, BC, V3S 9X5,
Canada
------------------------------------------------------------------------------------------------------------
Firoz Jessa 1,000 0.3% 1,000 0 0%
1676 138th Street, Surrey, BC, V4A 8N3,
Canada
------------------------------------------------------------------------------------------------------------
John Kyle 1,000 0.3% 1,000 0 0%
6700 No. 7 Road, Richmond, BC, V6W 1E9,
Canada
------------------------------------------------------------------------------------------------------------
Melanie Lantz 1,000 0.3% 1,000 0 0%
22710 - 64th Avenue, Langley, BC, V2Y 2K8,
Canada
------------------------------------------------------------------------------------------------------------
Frederick R. Lloyd 1,000 0.3% 1,000 0 0%
19985 36th Avenue, Langley, BC, V3A 2R3,
Canada
------------------------------------------------------------------------------------------------------------
Bryan McFarlane 1,000 0.3% 1,000 0 0%
19785 - 8th Avenue, Langley, BC, V2Z 1W1, Canada
- -----------------------------------------------------------------------------------------------------------
Heather McFarlane 1,000 0.3% 1,000 0 0%
19785 - 8th Avenue, Langley, BC, V2Z 1W1, Canada
------------------------------------------------------------------------------------------------------------
Wendie Parrish 1,000 0.3% 1,000 0 0%
#15 - 21928 - 48th Avenue, Langley, BC, V3A 8H1,
Canada
------------------------------------------------------------------------------------------------------------
20
------------------------------------------------------------------------------------------------------------
Mike Penfold 1,000 0.3% 1,000 0 0%
11121 Hynes Street, RR 4, Maple Ridge, BC, V2W 1V9,
Canada
------------------------------------------------------------------------------------------------------------
Mike Pridie 1,000 0.3% 1,000 0 0%
33223 East View Place, Abbotsford, BC, Canada
------------------------------------------------------------------------------------------------------------
Darlene Rodocker 62,500 20.9% 62,500 0 0%
1081 Kent Street, White Rock, BC, V4B 4T2, Canada
------------------------------------------------------------------------------------------------------------
Elaine Rooney 1,000 0.3% 1,000 0 0%
#19 - 2575 McAdam Road, Abbotsford, BC, V2S 7G4,
Canada
------------------------------------------------------------------------------------------------------------
Adam Donald Sedgwick 1,000 0.3% 1,000 0 0%
819 - 4515 Varsity Drive, Calgary, AB, T3A 0Z8,
Canada
------------------------------------------------------------------------------------------------------------
Betty Louise Sedgwick 1,000 0.3% 1,000 0 0%
819 - 4515 Varsity Drive, Calgary, AB, T3A 0Z8,
Canada
------------------------------------------------------------------------------------------------------------
Gregory Bruce Sedgwick 1,000 0.3% 1,000 0 0%
52 Berwick Hill NW, Calgary, AB, T3K 1C5, Canada
------------------------------------------------------------------------------------------------------------
Roderick James Sedgwick 1,000 0.3% 1,000 0 0%
719 Maidstone Drive NE, Calgary, AB, T2A 4B6, Canada
------------------------------------------------------------------------------------------------------------
Patricia Senger 1,000 0.3% 1,000 0 0%
25900 - 67th Avenue, Aldergrove, BC, V4W 1V3, Canada
------------------------------------------------------------------------------------------------------------
Janet Shiels 50,000 16.7% 50,000 0 0%
6156 224th Street, Langley, BC, V2Y 2L5, Canada
------------------------------------------------------------------------------------------------------------
Tara Shiels 1,000 0.3% 1,000 0 0%
6156 - 224th Street, Langley, BC, V2Y 2L5, Canada
------------------------------------------------------------------------------------------------------------
Robert Smith 1,000 0.3% 1,000 0 0%
#202 - 1705 Martin Drive, Surrey, BC, V4A 9T5,
Canada
------------------------------------------------------------------------------------------------------------
Richard Smyth 1,000 0.3% 1,000 0 0%
381 56th Street, Delta, BC, Canada
------------------------------------------------------------------------------------------------------------
Yusuf Visram 1,000 0.3% 1,000 0 0%
21211 43A Avenue, Langley, BC, V3A 9S4, Canada
------------------------------------------------------------------------------------------------------------
Linda Weight 1,000 0.3% 1,000 0 0%
6281 192nd Street, Surrey, BC, V3S 8E1, Canada
------------------------------------------------------------------------------------------------------------
Lindsay White 1,000 0.3% 1,000 0 0%
6156 - 224th Street, Langley, BC, V2Y 2L5, Canada
------------------------------------------------------------------------------------------------------------
Phyllis Winship 2,000 0.7% 2,000 0 0%
P.O. Box 214, Fort Langley, BC, V1M 2R5, Canada
------------------------------------------------------------------------------------------------------------
Cheryl Wood 1,000 0.3% 1,000 0 0%
13276 20A Avenue, Surrey, BC, Canada
------------------------------------------------------------------------------------------------------------
Garry Wood 1,000 0.3% 1,000 0 0%
13276 20A Avenue, Surrey, BC, Canada
------------------------------------------------------------------------------------------------------------
Sidney Robert Zetterstrom 1,000 0.3% 1,000 0 0%
20628 - 39th Avenue, Langley, BC, V3A 2V6, Canada
------------------------------------------------------------------------------------------------------------
PLAN OF DISTRIBUTION
We are offering the shares of our common stock through our officers and
directors. Our officers and directors will be the only persons that will conduct
the direct public offering of our shares. They intend to offer and sell the
shares in the primary offering through their business and personal contacts. The
offering of the shares sold by the Company will end on the earlier of December
31, 2005 or when all 100,000 shares are sold. The selling shareholders may
continue to sell their shares as long as the registration statement remains
effective. There is no arrangement to place the funds raised by us in escrow,
trust or similar account during the sale of our shares. Our officers and
21
directors are the only persons that plan to sell our shares of common stock.
They are not registered broker-dealers. They intend to claim reliance on
Exchange Act Rule 3a4-1 which provides an exemption from the broker-dealer
registration requirements of the Exchange Act for persons associated with an
issuer. Specifically, each of them (i) at the time of sale, will not be subject
to a statutory disqualification as that term is defined in section 3(a)39 of the
Securities Act; (ii) will not be compensated in connection with his
participation in the offering by payment of commissions or other remuneration;
at the time of participation in the sale of shares, he will not be an associated
person of a broker or a dealer; (iii) at the time of participation, will not be
an associated person of a broker or dealer; and (iv) pursuant to Rule
3a4-1(a)(4)(ii), each of them will meet all of the following requirements: at
the end of the offering, they will perform substantial duties for us, other than
in connection with transactions in securities; each of them was not a broker or
dealer, or an associated person of a broker or dealer within the last 12 months;
and each of them has not participated in, or does not intend to participate in,
selling an offering of securities for any issuer more than once every 12 months
other than in reliance on paragraphs (a)(4)(i) or (iii) of Rule 3a4-1.
Our common stock is not quoted on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. We anticipate a
listing on the Over-the-Counter Bulletin Board to occur sometime subsequent to
the effective date of this offering but not until all 100,000 shares being
offered by the Company are sold.
We will offer 100,000 newly-issued company shares to the public at the maximum
offering price set out on the cover of this prospectus. There is no minimum
purchase requirement.
Selling Stockholders
---------------------
The selling stockholders may, from time to time, sell any or all of their shares
of common stock. These sales may be at fixed or negotiated prices. There is no
agreement between us and the selling shareholders prohibiting them from selling
their shares concurrent with our offering of shares. The selling stockholders
may sell their shares in a negotiated transaction at any time following this
offering being declared effective or may use any one or more of the following
methods when selling their shares after a listing is approved for the
Over-The-Counter Bulletin Board:
* ordinary brokerage transactions and transactions in which the broker-dealer
solicits the purchaser;
* block trades in which a broker-dealer will attempt to sell the shares as
agent but may position and resell a portion of the block as principal to
facilitate the transaction;
* purchases by a broker-dealer as principal and resale by a broker-dealer for
its account;
* an exchange distribution in accordance with the rules of the applicable
exchange;
* short sales that are not violations of the laws and regulations of any
state or the United States;
* broker-dealers may agree with the selling stockholders to sell a specified
number of such shares at a stipulated price per share;
22
* through the writing of options on the shares;
* a combination of any such methods of sale; and
* any other method permitted pursuant to applicable law.
We will notify the selling shareholders through a mailing as well as by press
release when our shares have been sold and when the listing is approved for the
Over-The-Counter Bulletin Board.The selling stockholders may also sell shares
under Rule 144 under the Securities Act, if available, rather than under this
prospectus. The selling stockholders shall have the sole and absolute discretion
not to accept any purchase offer or make any sale of shares if they deem the
purchase price to be unsatisfactory at any particular time.
The selling stockholders may also engage puts, calls and other transactions in
our securities or derivatives of our securities and may sell or deliver shares
in connection with these trades.
The selling stockholders or their respective pledgees, donees, transferees or
other successors in interest, may also sell the shares directly to market makers
acting as principals and/or broker-dealers acting as agents for themselves or
their customers. Such broker-dealers may receive compensation in the form of
discounts, concessions or commissions from us and/or the selling stockholders
and/or the purchasers of shares for whom such broker-dealers may act as agents
or to whom they sell as principal, which compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and
block purchasers purchasing the shares will do so for their own account and at
their own risk. It is possible that a selling stockholder will attempt to sell
shares of common stock in block transactions to market makers or other
purchasers at a price per share which may be below the then-market price. The
selling stockholders cannot assure that all or any of the shares offered in this
prospectus will be issued to, or sold by, the selling stockholders.
The selling stockholders, alternatively, may sell all or any part of the shares
offered in this prospectus through an underwriter. No selling stockholder has
entered into any agreement with a prospective underwriter and there is no
assurance that any such agreement will be entered into.
The selling stockholders may pledge their shares to their brokers under the
margin provisions of customer agreements. If a selling stockholder defaults on a
margin loan, the broker may, from time to time, offer and sell the pledged
shares. The selling stockholders and any other persons participating in the sale
or distribution of the shares will be subject to applicable provisions of the
Securities Exchange Act of 1934, as amended, and the rules and regulations under
such act, including, without limitation, Regulation M. These provisions may
restrict certain activities of, and limit the timing of purchases and sales of
any of the shares by the selling stockholders or any other such person. In the
event that the selling stockholders are deemed affiliated purchasers or
distribution participants within the meaning of Regulation M, then the selling
stockholders will not be permitted to engage in short sales of common stock.
Furthermore, under Regulation M, persons engaged in a distribution of securities
are prohibited from simultaneously engaging in market making and certain other
activities with respect to such securities for a specified period of time prior
to the commencement of such distributions, subject to specified exceptions or
exemptions. In regards to short sells, the selling stockholder can only cover
its short position with the securities they receive from us upon conversion. In
addition, if such short sale is deemed to be a stabilizing activity, then the
selling stockholder will not be permitted to engage in a short sale of our
common stock. All of these limitations may affect the marketability of the
shares.
23
If the selling stockholders notify us that they have a material arrangement with
a broker-dealer for the resale of the common stock, then we would be required to
amend the registration statement of which this prospectus is a part, and file a
prospectus supplement to describe the agreements between the selling
stockholders and the broker-dealer.
DESCRIPTION OF SECURITIES
The following statements do not purport to be complete and are qualified in
their entirety by reference to the detailed provisions of our Articles of
Incorporation and Bylaws, copies of which are provided as exhibits after this
document.
Common Stock
-------------
Our authorized capital stock consists of 50,000,000 shares of common stock with
a $0.001 par value. As of November 15, 2005, we had outstanding 300,000 shares
of common stock. We have reserved from our authorized but unissued shares, a
sufficient number of shares of common stock for issuance under this Offering.
The shares of common stock issuable upon completion of the Offering, when issued
in accordance with the terms of the Offering, will be fully paid and
non-assessable.
Outstanding Options to Purchase Common Stock
---------------------------------------------
There are no options held by any entity with respect to purchase of our common
stock.
Dividend Policy
----------------
Holders of our common stock are entitled to receive dividends when declared by
the Board of Directors out of funds legally available for distribution. Any such
dividends may be paid in cash, property or shares of our common stock. We have
not paid any dividends since inception, and it is not likely that any dividends
on our common stock will be declared at any time in the foreseeable future. Any
dividends will be subject to the discretion of our Board of Directors, and will
depend upon, among other things, our operating and financial condition, our
capital requirements and general business conditions. Therefore, there can be no
assurance that any dividends on our common stock will be paid in the future.
Shares Eligible for Future Sale
--------------------------------
Of the 300,000 shares of common stock currently outstanding, all are "restricted
securities" as that term is defined under Rule 144 of the Securities Act of
1933, as amended, in that these shares were issued and sold by us without
registration, as private transactions not involving a public offering, or are
securities held by affiliates. Although these restricted and affiliated
securities are not presently tradable in any public market which may develop for
the common stock, these securities may in the future be publicly sold into any
such market, if such a market should develop, in accordance with the provisions
of Rule 144. In general, under Rule 144 as currently in effect, a person (or
group of persons whose shares are aggregated), including our affiliates, can
sell within any three-month period, a number of shares of restricted securities
24
that does not exceed the greater of 1% of the total number of outstanding shares
of the same class, or (if our stock becomes quoted on NASDAQ or a stock
Transfer), the reported average weekly trading volume during the four calendar
weeks preceding the sale, provided that at least one year has elapsed since the
restricted securities being sold were purchased from us or any affiliate of
ours, and provided further that certain other conditions are also satisfied. If
at least two years have passed since the restricted securities were purchased
from us or an affiliate of ours, a person who has not been an affiliate of ours
for at least three months is entitled to sell those restricted shares under Rule
144 without regard to any limitations on the amount. Future sales by current
shareholders, especially of substantial amounts, could depress the market prices
of the common stock in any market that may develop.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Management will attempt to resolve any conflicts of interest that may arise in
our favor. Failure to do so could result in fiduciary liability to management.
The General Corporation Law of Nevada permits provisions in the articles,
by-laws or resolutions approved by shareholders which limit liability of
directors for breach of fiduciary duty to certain specified circumstances,
namely, breaches of their duties of loyalty, acts or omissions not in good faith
or which involve intentional misconduct or knowing violation of law, acts
involving unlawful payment of dividends or unlawful stock purchases or
redemptions, or any transaction from which a director derives an improper
personal benefit. The articles with these exceptions eliminate any personal
liability of a Director to us or our shareholders for monetary damages for the
breach of a Director's fiduciary duty and therefore a Director cannot be held
liable for damages to us or our shareholders for gross negligence or lack of due
care in carrying out his fiduciary duties as a Director. Our by-laws indemnify
our Officers and Directors to the full extent permitted by Nevada law. Nevada
law permits indemnification if a director or officer acts in good faith in a
manner reasonably believed to be in, or not opposed to, the best interests of
the corporation. A director or officer must be indemnified as to any matter in
which he successfully defends himself. Indemnification is prohibited as to any
matter in which the director or officer is adjudged liable to the corporation.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers, and controlling persons of Revelstoke
Industries, Inc. pursuant to these provisions or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission, this
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
LEGAL MATTERS
The validity of our common shares offered has been passed upon for us by
Dieterich & Associates, Los Angeles, California 90064.
EXPERTS
The financial statements included in this prospectus have been audited by
MacKay, LLP, registered independent chartered accountants, as stated in their
reports appearing herein and elsewhere in the registration statement (which
report expresses an unqualified opinion and includes an explanatory paragraph
referring to our recurring losses from operations which raise substantial doubt
about our ability to continue as a going concern), and have been so included in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
AVAILABLE INFORMATION
We have filed a registration statement on Form SB-2 under the Securities Act of
1933, as amended, relating to the shares of common stock being offered by this
prospectus, and reference is made to such registration statement.
This prospectus constitutes the prospectus of Revelstoke Industries, Inc.,
filed as part of the registration statement, and it does not contain all
information in the registration statement, as certain portions have been omitted
in accordance with the rules and regulations of the Securities and Exchange
Commission.
We are subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, which requires us to file reports, proxy statements and
other information with the Securities and Exchange Commission. Such reports,
proxy statements and other information may be inspected by public reference
facilities of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Because we file documents electronically with
the SEC, you may obtain this information by visiting the SEC's Internet website
at sec.gov.
25
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Financial Statements
(Expressed in US Dollars)
May 31, 2005
F-1
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Financial Statements
(Expressed in US Dollars)
May 31, 2005
Report of Registered Public Accounting Firm
F-3
Statements of Operations and Deficit
F-4
Balance Sheets
F-5
Statements of Stockholders' Equity
F-6
Statements of Cash Flows
F-7
Notes to the Financial Statements
F-8 - F-11
F-2
CHARTERED 1100 - 1177 West Hastings Street
mackay.ca
ACCOUNTANTS Vancouver, BC V6E 4T5
MacKay LLP Tel: 604-687-4511
Fax: 604-687-5805
Toll Free: 1-800-351-0426
www.MacKayLLP.ca
Report of Registered Public Accounting Firm
To the Shareholders of
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
We have audited the balance sheets of Revelstoke Industries, Inc., (a
development stage enterprise) as at May 31, 2005 and May 31, 2004 and the
statements of operations and deficit, stockholders' equity, and cash flows for
the year ended May 31, 2005 and for the periods from inception on April 5, 2004
to May 31, 2004 and May 31, 2005. 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 the generally accepted auditing
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform an audit to obtain reasonable
assurance whether the financial statements are free of material misstatements.
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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at May 31, 2005 and May 31,
2004 and the results of its operations and its cash flows for the year ended May
31, 2005 and the periods from inception on April 5, 2004 through May 31, 2004
and May 31, 2005, in accordance with generally accepted accounting principles in
the United States of America.
The accompanying financial statements referred to above have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company is in the development stage, and has
no permanently established source of revenue and is dependent on its ability to
raise capital from shareholders or other sources to sustain operations. These
factors, along with other matters as set forth in Note 1, raise substantial
doubt that the Company will be able to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Vancouver, Canada.
"MacKay LLP"
July 14, 2005
Chartered Accountants
F-3
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Statements of Operations and Deficit
(Expressed in US Dollars)
Cumulative,
from Inception
on April 5, 2004
to Year ended Period ended
May 31, 2005 May 31, 2005 May 31, 2004
------------ ------------ ------------
Revenue $ 46,974 $ 46,974 $ --
Direct costs 56,481 56,481 --
--------- --------- ---------
Gross loss (9,507) (9,507) --
--------- --------- ---------
Administrative expenses
Bank charges and interest 285 235 50
Consulting fees 20,932 17,632 3,300
Management fees 5,000 5,000 --
Office and miscellaneous 4,400 4,323 77
Promotion 978 978 --
Professional fees 22,574 20,574 2,000
Rent 3,750 3,750 --
Telephone 652 652 --
Transfer agent 3,055 3,055 --
Travel 2,054 2,054 --
--------- --------- ---------
63,680 58,253 5,427
--------- --------- ---------
Loss before other income (73,187) (67,760) (5,427)
--------- --------- ---------
Other income
Gain on foreign exchange 1,514 1,514 --
--------- --------- ---------
Loss for the period (71,673) (66,246) (5,427)
Deficit, beginning of period -- (5,427) --
--------- --------- ---------
Deficit accumulated during
the development stage $ (71,673) $ (71,673) $ (5,427)
========= ========= =========
Loss per share $ (0.337) $ (0.303) $ (0.039)
========= ========= =========
Weighted average shares outstanding 212,946 218,527 137,500
========= ========= =========
F-4
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Balance Sheets
(Expressed in US Dollars)
May 31,
2005 2004
---- ----
Assets
Current
Cash $ 63,704 $ 44,113
Due from related party (note 3) 7,285 --
Prepaid expenses 8,375 11,000
-------- --------
$ 79,364 $ 55,113
======== ========
Liabilities
Current
Accounts payable and accrued liabilities $ 76,797 $ 5,300
Due to shareholders (note 4) 73 1,073
Promissory notes payable (note 5) -- 45,000
-------- --------
76,870 51,373
-------- --------
Stockholders' Equity
Common stock, $0.001 par value
50,000,000 shares authorized
300,000 shares outstanding (2004 - 137,500) 300 138
Additional paid in capital 73,867 9,029
Deficit accumulated during
the development stage (71,673) (5,427)
-------- --------
2,494 3,740
-------- --------
$ 79,364 $ 55,113
======== ========
Approved by the Directors:
"Gordon C. McDougall" "Alan Sedgwick"
_________________________ Director ________________________ Director
F-5
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Statements of Stockholders' Equity
(Expressed in US Dollars)
For the period from Inception April 5, 2004 to May 31, 2005
Deficit
Accumulated
During
Additional the
Number of Paid in Development
shares Par value Capital Stage Total
-------- -------- -------- -------- --------
April 5, 2004 issue
common shares for cash 137,500 $ 138 $ 9,029 $ -- $ 9,167
Net loss for the period -- -- -- (5,427) (5,427)
-------- -------- -------- -------- --------
Balance May 31, 2004 137,500 138 9,029 (5,427) 3,740
November 30, 2004 issue
common shares for cash 162,500 162 64,838 -- 65,000
Net loss for the year -- -- -- (66,246) (66,246)
-------- -------- -------- -------- --------
Balance May 31, 2005 300,000 $ 300 $ 73,867 $(71,673) $ 2,494
======== ======== ======== ======== ========
F-6
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Statements of Cash Flows
(Expressed in US Dollars)
Cumulative,
from Inception
on April 5, 2004
to Year ended Period ended
May 31, 2005 May 31, 2005 May 31, 2004
------------ ------------ ------------
Cash provided by (used for)
Operating activities
Loss for the period $(71,673) $(66,246) $ (5,427)
Change in non-cash working capital items:
Due from related party (7,285) (7,285) --
Prepaid expenses (8,375) 2,625 (11,000)
Accounts payable and accrued liabilities 76,797 71,497 5,300
-------- -------- --------
(10,536) 591 (11,127)
-------- -------- --------
Financing activities
Promissory notes issued 45,000 -- 45,000
Promissory notes repaid (45,000) (45,000) --
Advances from (repayment to) shareholders 73 (1,000) 1,073
Issuance of shares 74,167 65,000 9,167
-------- -------- --------
74,240 19,000 55,240
-------- -------- --------
Increase in cash 63,704 19,591 44,113
Cash, beginning of period -- 44,113 --
-------- -------- --------
Cash, end of period $ 63,704 $ 63,704 $ 44,113
======== ======== ========
Supplemental cash flow information
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
======== ======== ========
F-7
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Notes to the Financial Statements
(Expressed in US Dollars)
May 31, 2005
1. Nature of operations
The company was incorporated in the State of Nevada on April 5, 2004. The
company is engaged in the business of reclaiming and stabilizing land in
preparation for construction in the United States of America. The company has
elected a fiscal year end of May 31.
The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a going concern. Accordingly, they do not
give effect to adjustment that would be necessary should the company be unable
to continue as a going concern and therefore be required to realize its assets
and retire its liabilities in other than the normal course of business and at
amounts different from those in the accompanying financial statements. The
company's ability to continue as a going concern is dependent upon achieving
profitable operations and/or upon obtaining additional financing. The outcome of
these matters can not be predicted at this time.
2. Significant accounting policies
a) Development stage company
The company is considered to be in the development stage as defined in Statement
of Financial Accounting Standards No. 7.
b) Revenue recognition
Revenue from land stabilization contracts is recognized on the percentage of
completion basis whereby revenue is measured by the proportion of construction
costs incurred to date as a percentage of estimated total construction costs.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined.
c) Foreign currency translation
Monetary assets and liabilities are translated at year-end exchange rates; other
assets and liabilities have been translated at the rates prevailing at the date
of transaction. Revenue and expense items, except for amortization, are
translated at the average rate of exchange for the year. Amortization is
converted using rates prevailing at dates of acquisition. Gains and losses from
foreign currency translation are included in the statements of operations.
d) Loss per share
The company uses the treasury stock method of calculating fully diluted per
share amounts whereby any proceeds from the exercise of stock options or other
dilutive instruments are assumed to be used to purchase common shares at the
average market price during the period.
e) Financial instruments
All significant financial assets, financial liabilities and equity instruments
of the company are either recognized or disclosed in the financial statements
together with other information relevant for making a reasonable assessment of
F-8
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Notes to the Financial Statements
(Expressed in US Dollars)
May 31, 2005
2. Significant accounting policies (continued)
e) Financial instruments (continued)
future cash flows, interest rate risk and credit risk. Where practicable the
fair values of financial assets and financial liabilities have been determined
and disclosed; otherwise only available information pertinent to fair value has
been disclosed.
f) Estimates
The preparation of financial statements in conformity with US generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements, and the reported
amounts of revenues and expenditures during the reporting period. Actual results
could differ from those reported.
g) Income taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109, "Accounting
for Income Taxes". A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets and
liabilities. Tax benefits, which may arise as a result of applying losses to
taxable income, have been reduced to nil by a valuation allowance due to
uncertainty regarding their utilization.
h) Recent accounting pronouncements
In May 2003, the FASB issued SFAS No. 150, "Accounting for certain Financial
Instruments with Characteristics of both Liabilities and Equity" ("SFAS No.
150"). SFAS 150 requires that certain financial instruments issued in the form
of shares that are mandatorily redeemable as well as certain other financial
instruments be classified as liabilities in the financial statements. SFAS No.
150 is effective for financial instruments entered into or modified after May
31, 2003.
In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based
Payments. For public companies, the cost of employee services received in
exchange for equity instruments generally should be measured at fair value at
the grant date. The cost of employee services received in exchange for an award
of liability instruments should be measured initially at fair value and
re-measured subsequently at each reporting date through the settlement date.
Public entities that file as small business issuers must comply as of the
beginning of the first interim or annual reporting period that begins after
December 15, 2005.
In addition, the FASB and Emerging Issues Task Force ("EITF") have issued a
variety of interpretations including the following interpretations with wide
applicability:
Financial Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest
Entities", which addresses the consolidation of variable interest entities
(formerly referred to as "Special purpose Entities"). The Interpretation is
generally in effect for interim or annual periods beginning after December 15,
2003.
F-9
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Notes to the Financial Statements
(Expressed in US Dollars)
May 31, 2005
2. Significant accounting policies (continued)
h) Recent accounting pronouncements (continued)
In November 2002, the EITF reached a consensus on Issue 00-21, "Revenue
Arrangements with Multiple Deliverables" ("EITF 00-21"). This consensus
addresses issues related to separating and allocating value to the individual
elements of a single customer arrangement involving obligations regarding
multiple products, services, or rights which may be fulfilled at different
points in time or over different periods of time. EITF 00-21 guidance is
applicable for arrangements entered into in fiscal periods beginning after June
15, 2003.
The adoption of these new pronouncements is not expected to have a material
effect on the company's financial position or results of operations.
3. Related party transactions
Related party transactions are in the normal course of operations and have been
valued in these financial statements at the exchange amount which is the amount
of consideration established and agreed to by the related parties.
a) During the year ended May 31, 2005, the company entered into transactions
with related parties as follows:
Management fees paid to a corporation controlled by a director $5,000
Rent paid to a corporation controlled by a director $3,750
Equipment rental paid to a corporation controlled by a director $1,250
b) As at May 31, 2005, $7,285 included in "Due from related party" was owed by
a corporation controlled by a director of the company in respect of
advances on expenses. The amount due from the related party is unsecured,
without interest or stated terms of repayment. Accordingly, the fair value
can not be readily determined.
4. Due to shareholders
Amounts due to shareholders at May 31, 2005 of $73 (May 31, 2004 - $1,073) are
unsecured, do not bear interest and have no fixed terms of repayment.
Accordingly, fair value cannot be readily determined.
5. Promissory notes payable
On May 1, 2004, the company issued two non-interest-bearing promissory notes for
a total amount of $45,000. The two notes were repaid in full in October 2004.
6. Economic dependence
The company currently sub-contracts all land stabilization contracts to one
supplier. Accordingly the company is reliant on this relationship to provide
services.
F-10
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Notes to the Financial Statements
(Expressed in US Dollars)
May 31, 2005
7. Income taxes
A reconciliation of income taxes at statutory rates with the reported taxes is
as follows:
May 31, 2005 2004
-------- --------
Loss before income taxes for the period $(66,246) $ (5,427)
-------- --------
Income tax recovery at statutory rates $(23,186) $ (1,899)
Non-deductible items for tax purposes 171 --
Unrecognized benefit of non-capital loss carry-forwards 23,015 1,899
-------- --------
$ -- $ --
======== ========
The significant components of the company's income tax assets are as follows:
May 31, 2005 2004
-------- --------
Future income tax assets
Non-capital losses available for future periods $ 24,914 $ 1,899
-------- --------
Valuation allowance (24,914) (1,899)
-------- --------
$ -- $ --
======== ========
At May 31, 2005 the company has tax losses of approximately $71,200 (2004 -
$5,400) available for carry-forward to reduce future years' income taxes,
expiring up to 2015.
Tax benefits, which may arise as a result of applying these deductions to
taxable income, have not been recognized in these accounts.
8. Financial Instruments
Currency risk
Currency risk is the risk to the company's earnings that arises from
fluctuations of foreign exchange rates and the degree of volatility of these
rates. The company does not use derivative instruments to reduce its exposure to
foreign currency risk.
At May 31, 2005 the company had the following financial assets and liabilities:
CDN Dollars
Cash $69,084
Accounts payable $77,513
At May 31, 2005 Canadian dollar amounts were converted at a rate of $1.2552
Canadian dollars to $1.00 US dollar.
F-11
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Financial Statements
(Unaudited)
(Expressed in US Dollars)
August 31, 2005
F-12
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Financial Statements
(Unaudited)
(Expressed in US Dollars)
================================================================================
August 31, 2005
--------------------------------------------------------------------------------
Independent Certified Public Accountants Report F-14
Statements of Operations and Deficit F-15
Balance Sheets F-16
Statements of Stockholders' Equity F-17
Statements of Cash Flows F-18
Notes to the Financial Statements F-19 - F-22
F-13
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS REPORT
Revelstoke Industries, Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheet of Revelstoke Industries, Inc.
(a development stage company) as of August 31, 2005, and the related statement
of operations and statement of cash flows for the three months ended August 31,
2005 and 2004. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with standards established by the Public
Company Accounting Oversight Board. A review of interim financial information
consists principally of applying analytical procedures to financial data and
making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion. Based on our review, we are not aware of any
material modifications that should be made to the financial statements referred
to above for them to be in conformity with accounting principles generally
accepted in the United States of America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the balance sheet of Revelstoke
Industries, Inc. (a development stage company) as of May 31, 2005, and the
related statements of operations, cash flows, and stockholders' equity for the
year then ended (not presented herein); and in our report dated July 14, 2005,
we expressed an unqualified opinion on those financial statements. In our
opinion, the information set forth in the accompanying balance sheet as of May
31, 2005, is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
Note 1 of the Company's audited financial statements as of May 31, 2005, and for
the year then ended discloses that the Company has suffered recurring losses
from operations and has no established source of revenue at May 31, 2005. Our
auditors' report on those financial statements includes an explanatory paragraph
referring to the matters in Note 1 of those financial statements and indicating
that these matters raised substantial doubt about the Company's ability to
continue as a going concern. As indicated in Note 1 of the Company's unaudited
interim financial statements as of August 31, 2005, and for the three months
then ended, the Company has continued to suffer recurring losses from operations
and still has no established source of revenue at August 31, 2005. The
accompanying interim consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Respectfully Submitted,
\s\ MacKay LLP, Chartered Accountants
Vancouver, British Columbia, Canada
October 18, 2005
F-14
Revelstoke Industries, Inc. F-15
(a Development Stage Enterprise)
Statements of Operations and Deficit
(Unaudited)
(Expressed in US Dollars)
================================================================================================
Cumulative, from Inception 3 months ended 3 months ended
on April 5, 2004 to August 31, August 31,
August 31, 2005 2005 2004
-------------------------- -------------- --------------
Revenue $ 46,974 $ -- $ --
Direct costs 56,481 -- --
--------- --------- ---------
Gross loss (9,507) -- --
--------- --------- ---------
Administrative expenses
Bank charges and interest 439 154 73
Consulting fees 23,984 3,052 8,788
Management fees 5,244 244 5,000
Office and miscellaneous 4,600 200 2,960
Promotion 978 -- 978
Professional fees 35,113 12,539 7,643
Rent 3,750 -- 2,250
Telephone 677 25 349
Transfer agent 3,255 200 1,200
Travel 2,054 -- 1,789
--------- --------- ---------
80,094 16,414 31,030
Loss before other income (89,601) (16,414) (31,030)
--------- --------- ---------
Other income
Gain (loss) on foreign exchange 1,484 (30) 904
--------- --------- ---------
Loss for the period (88,117) (16,444) (30,126)
Deficit, beginning of period -- (71,673) (5,427)
--------- --------- ---------
Deficit accumulated during
the development stage $ (88,117) $ (88,117) $ (35,553)
========= ========= =========
Loss per share $ (0.393) $ (0.055) $ (0.219)
========= ========= =========
Weighted average shares outstanding 224,272 300,000 137,500
========= ========= =========
F-15
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Balance Sheets
(Unaudited)
(Expressed in US Dollars)
================================================================================
August 31, May 31,
2005 2005
-------- --------
Assets
Current
Cash $ 12,722 $ 63,704
Accounts receivable 740 --
Due from related party (note 3) 7,285 7,285
Prepaid expenses 300 8,375
-------- --------
$ 21,047 $ 79,364
======== ========
Liabilities
Current
Accounts payable and accrued liabilities $ 34,924 $ 76,797
Due to shareholders (note 4) 73 73
-------- --------
34,997 76,870
-------- --------
Stockholders' Equity
Common stock, $0.001 par value
50,000,000 shares authorized
300,000 shares outstanding (May 31, 2005 - 300,000) 300 300
Additional paid in capital 73,867 73,867
Deficit accumulated during
the development stage (88,117) (71,673)
-------- --------
(13,950) 2,494
-------- --------
$ 21,047 $ 79,364
======== ========
Approved by the Directors:
"Gordon C. McDougall" "Alan Sedgwick"
_________________________ Director ______________________ Director
F-16
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Statements of Stockholders' Equity
(Unaudited)
(Expressed in US Dollars)
==============================================================================================================
For the period from Inception April 5, 2004 to August 31, 2005
--------------------------------------------------------------------------------------------------------------
Deficit
Accumulated
Additional During the
Number of Paid in Development
shares Par value Capital Stage Total
-------- -------- -------- -------- --------
April 5, 2004 issue common shares
for cash 137,500 $ 138 $ 9,029 $ -- $ 9,167
Net loss for the period -- -- -- (5,427) (5,427)
-------- -------- -------- -------- --------
Balance May 31, 2004 137,500 138 9,029 (5,427) 3,740
November 30, 2004 issue common
shares for cash 162,500 162 64,838 -- 65,000
Net loss for the year -- -- -- (66,246) (66,246)
-------- -------- -------- -------- --------
Balance May 31,2005 300,000 300 73,867 (71,673) 2,494
Net loss for the period -- -- -- (16,444) (16,444)
-------- -------- -------- -------- --------
Balance August 31, 2005 300,000 $ 300 $ 73,867 $(88,117) $(13,950)
======== ======== ======== ======== ========
F-17
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Statements of Cash Flows
(Unaudited)
(Expressed in US Dollars)
===========================================================================================================
Cumulative, from Inception 3 months ended 3 months ended
on April 5, 2004 to August 31, August 31,
August 31, 2005 2005 2004
--------------- ---------- -----------
Cash provided by (used for)
Operating activities
Loss for the period $(88,117) $(16,444) $(30,126)
Change in non-cash working capital items:
Accounts receivable (740) (740) --
Due from related party (7,285) -- (7,285)
Prepaid expenses (300) 8,075 4,475
Accounts payable and accrued liabilities 34,924 (41,873) 4,600
-------- -------- --------
(61,518) (50,982) (28,336)
-------- -------- --------
Financing activities
Promissory notes issued 45,000 -- --
Promissory notes repaid (45,000) -- --
Advances from (repayment to) shareholders 73 -- (1,000)
Issuance of shares 74,167 -- --
-------- -------- --------
74,240 -- (1,000)
-------- -------- --------
Increase in cash 12,722 (50,982) (29,336)
Cash, beginning of period -- 63,704 44,113
-------- -------- --------
Cash, end of period $ 12,722 $ 12,722 $ 14,777
======== ======== ========
Supplemental cash flow information
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
======== ======== ========
F-18
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Notes to the Financial Statements
(Unaudited)
(Expressed in US Dollars)
================================================================================
August 31, 2005
--------------------------------------------------------------------------------
1. Nature of operations
The company was incorporated in the State of Nevada on April 5, 2004. The
company is engaged in the business of reclaiming and stabilizing land in
preparation for construction in the United States of America. The company
has elected a fiscal year end of May 31.
The accompanying financial statements have been prepared on the basis of
accounting principles applicable to a going concern. Accordingly, they do
not give effect to adjustment that would be necessary should the company be
unable to continue as a going concern and therefore be required to realize
its assets and retire its liabilities in other than the normal course of
business and at amounts different from those in the accompanying financial
statements. The company's ability to continue as a going concern is
dependent upon achieving profitable operations and/or upon obtaining
additional financing. The outcome of these matters can not be predicted at
this time.
2. Significant accounting policies
a) Development stage company
The company is considered to be in the development stage as defined in
Statement of Financial Accounting Standards No. 7.
b) Revenue recognition
Revenue from land stabilization contracts is recognized on the
percentage of completion basis whereby revenue is measured by the
proportion of construction costs incurred to date as a percentage of
estimated total construction costs. Provisions for estimated losses on
uncompleted contracts are made in the period in which such losses are
determined.
c) Foreign currency translation
Monetary assets and liabilities are translated at year-end exchange
rates; other assets and liabilities have been translated at the rates
prevailing at the date of transaction. Revenue and expense items,
except for amortization, are translated at the average rate of
exchange for the year. Amortization is converted using rates
prevailing at dates of acquisition. Gains and losses from foreign
currency translation are included in the statements of operations.
d) Loss per share
The company uses the treasury stock method of calculating fully
diluted per share amounts whereby any proceeds from the exercise of
stock options or other dilutive instruments are assumed to be used to
purchase common shares at the average market price during the period.
e) Financial instruments
All significant financial assets, financial liabilities and equity
F-19
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Notes to the Financial Statements
(Unaudited)
(Expressed in US Dollars)
================================================================================
August 31, 2005
--------------------------------------------------------------------------------
2. Significant accounting policies (continued)
e) Financial instruments (continued)
instruments of the company are either recognized or disclosed in the
financial statements together with other information relevant for
making a reasonable assessment of future cash flows, interest rate
risk and credit risk. Where practicable the fair values of financial
assets and financial liabilities have been determined and disclosed;
otherwise only available information pertinent to fair value has been
disclosed.
f) Estimates
The preparation of financial statements in conformity with US
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amount of assets
and liabilities and disclosure of contingent liabilities at the date
of the financial statements, and the reported amounts of revenues and
expenditures during the reporting period. Actual results could differ
from those reported.
g) Income taxes
Income taxes are provided for using the liability method of accounting
in accordance with Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes". A deferred tax asset or liability
is recorded for all temporary differences between financial and tax
reporting. Deferred tax expense (benefit) results from the net change
during the year of deferred tax assets and liabilities. Tax benefits,
which may arise as a result of applying losses to taxable income, have
been reduced to nil by a valuation allowance due to uncertainty
regarding their utilization.
h) Recent accounting pronouncements
In May 2003, the FASB issued SFAS No. 150, "Accounting for certain
Financial Instruments with Characteristics of both Liabilities and
Equity" ("SFAS No. 150"). SFAS 150 requires that certain financial
instruments issued in the form of shares that are mandatorily
redeemable as well as certain other financial instruments be
classified as liabilities in the financial statements. SFAS No. 150 is
effective for financial instruments entered into or modified after May
31, 2003.
In December 2004, the FASB issued SFAS No. 123 (revised 2004),
Share-Based Payments. For public companies, the cost of employee
services received in exchange for equity instruments generally should
be measured at fair value at the grant date. The cost of employee
services received in exchange for an award of liability instruments
should be measured initially at fair value and re-measured
subsequently at each reporting date through the settlement date.
Public entities that file as small business issuers must comply as of
the beginning of the first interim or annual reporting period that
begins after December 15, 2005.
In addition, the FASB and Emerging Issues Task Force ("EITF") have
issued a variety of interpretations including the following
interpretations with wide applicability:
F-20
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Notes to the Financial Statements
(Unaudited)
(Expressed in US Dollars)
================================================================================
August 31, 2005
--------------------------------------------------------------------------------
2. Significant accounting policies (continued)
h) Recent accounting pronouncements (continued)
Financial Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities", which addresses the consolidation of variable
interest entities (formerly referred to as "Special purpose
Entities"). The Interpretation is generally in effect for interim or
annual periods beginning after December 15, 2003.
In November 2002, the EITF reached a consensus on Issue 00-21,
"Revenue Arrangements with Multiple Deliverables" ("EITF 00-21"). This
consensus addresses issues related to separating and allocating value
to the individual elements of a single customer arrangement involving
obligations regarding multiple products, services, or rights which may
be fulfilled at different points in time or over different periods of
time. EITF 00-21 guidance is applicable for arrangements entered into
in fiscal periods beginning after June 15, 2003.
The adoption of these new pronouncements is not expected to have a
material effect on the company's financial position or results of
operations.
3. Related party transactions
Related party transactions are in the normal course of operations and have
been valued in these financial statements at the exchange amount which is
the amount of consideration established and agreed to by the related
parties.
As at August 31, 2005, $7,285 (May 31, 2005 - $7,285) included in "Due from
related party" was owed by a corporation controlled by a director of the
company in respect of advances on expenses. The amount due from the related
party is unsecured, without interest or stated terms of repayment.
Accordingly, the fair value can not be readily determined.
4. Due to shareholders
Amounts due to shareholders at August 31, 2005 of $73 (May 31, 2004 - $73)
are unsecured, do not bear interest and have no fixed terms of repayment.
Accordingly, fair value cannot be readily determined.
5. Promissory notes payable
On May 1, 2004, the company issued two non-interest-bearing promissory
notes for a total amount of $45,000. The two notes were repaid in full in
October 2004.
6. Economic dependence
The company currently sub-contracts all land stabilization contracts to one
supplier. Accordingly the company is reliant on this relationship to
provide services.
F-21
Revelstoke Industries, Inc.
(a Development Stage Enterprise)
Notes to the Financial Statements
(Unaudited)
(Expressed in US Dollars)
================================================================================
August 31, 2005
--------------------------------------------------------------------------------
7. Income taxes
A reconciliation of income taxes at statutory rates with the reported taxes
is as follows:
August 31, 2005 August 31, 2004
--------------- ---------------
Loss before income taxes for the period $(16,444) $(30,126)
-------- --------
Income tax recovery at statutory rates $ (5,755) $(10,544)
Non-deductible items for tax purposes -- 171
Unrecognized benefit of non-capital loss
carry-forwards 5,755 10,373
-------- --------
$ -- $ --
======== ========
The significant components of the company's income tax assets are as
follows:
August 31, 2005 May 31, 2005
--------------- ------------
Future income tax assets
Non-capital losses available for
future periods $ 30,669 $ 24,914
-------- --------
Valuation allowance (30,669) (24,914)
-------- --------
$ -- $ --
======== ========
At August 31, 2005 the company has tax losses of approximately $87,600 (May
31, 2005 - $71,200) available for carry-forward to reduce future years'
income taxes, expiring up to 2016. Tax benefits, which may arise as a
result of applying these deductions to taxable income, have not been
recognized in these accounts.
8. Financial Instruments
Currency risk
Currency risk is the risk to the company's earnings that arises from
fluctuations of foreign exchange rates and the degree of volatility of
these rates. The company does not use derivative instruments to reduce its
exposure to foreign currency risk. At August 31, 2005 the company had the
following financial assets and liabilities: CDN Dollars Cheques issued in
excess of cash $ 642 Accounts receivable $ 917 Accounts payable $ 21,549
At August 31, 2005 Canadian dollar amounts were converted at a rate of
$1.1871 Canadian dollars to $1.00 US dollar.
F-22
100,000
Shares of Common Stock
and
162,500 Shares of Selling Shareholder Common Stock
of
Revelstoke Industries, Inc.
PROSPECTUS
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE
HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON
STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
The date of this prospectus is November ____, 2005
48
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers.
Our Bylaws require that we indemnify any person who was or is a party to, or is
threatened to be made a party to, or is involved in any action, suit or
proceeding, whether civil, criminal, administrative, or investigative by reason
of the fact that he or a person of whom he is the legal representative is or was
our director or officer, or is or was serving at our request as a director or
officer of another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise against such costs and expenses, and to the
extent and in the manner provided under Nevada law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling us 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 Securities Act of 1933 and is,
therefore, unenforceable.
Item 25. Other Expenses of Issuance and Distribution.
The following table sets forth an itemization of all estimated expenses, all of
which we will pay, in connection with the issuance and distribution of the
securities being registered:
- -------------------------------------------------------------------
Nature of Expense Amount
===================================================================
SEC Registration fee $ 33.26
- -------------------------------------------------------------------
Accounting fees and expenses 5000.00
- -------------------------------------------------------------------
Legal fees and expenses 5000.00
----------
- -------------------------------------------------------------------
TOTAL $10,033.26
----------
- -------------------------------------------------------------------
* Estimated
Item 26. Recent Sales of Unregistered Securities.
The following information is given with regard to unregistered securities sold
by us during the past three years, including the dates and amounts of securities
sold, the persons to whom we sold the securities, the consideration received in
connection with such sales and, if the securities were issued or sold other than
for cash, the description of the transaction and the type and amount of
consideration received. The original incorporators contributed $9,167 for their
shares in April 2004. These shares were issued without registration in reliance
on the exemption provided by Rule 4(2) and Regulation S under the 1933 Act.
There was no advertising or solicitation involved in the sale of these shares.
49
--------------------------------------------------------------------------------
Date No. of Consideration Received
Purchaser Securities Sold
================================================================================
Amount Type
================================================================================
Apr. 5, 2004 Gordon C. McDougall 62500 $4,167 Cash
--------------------------------------------------------------------------------
Apr. 5, 2004 Russell J. Shiels 75000 $5,000 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Larry Ainsworth 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Joseph W. Bayer 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Graeme Bruce 2500 $1,000 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Louise Bruce 2500 $1,000 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Neil Buker 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Gordon Caulder 5000 $2,000 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Barry W. Chapman 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 C. Jane Clements 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Sheri Croskery 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Tyler DeBoer 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Ralph Ettles 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Tony Fiorino 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Harry Girgulis 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Otis Hiltz 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Brad Hofstad 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Barrie Hunt 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Helge Jensen 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Firoz Jessa 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 J John Kyle 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Melanie Lantz 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Frederick R. Lloyd 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Bryan McFarlane 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Heather McFarlane 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Wendie Parrish 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Mike Penfold 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Mike Pridie 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Darlene Rodocker 62500 $25,000 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Elaine Rooney 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Adam Donald Sedgwick 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Betty Louise Sedgwick 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Gregory Bruce Sedgwick 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Roderick James Sedgwick 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Patricia Senger 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Tara Shiels 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Robert Smith 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Richard Smyth 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Yusuf Visram 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Linda Weight 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Lindsay White 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Phyllis Winship 2000 $800 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Cheryl Wood 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Garry Wood 1000 $400 Cash
--------------------------------------------------------------------------------
Nov. 26, 2004 Sidney Robert Zetterstrom 1000 $400 Cash
--------------------------------------------------------------------------------
50
For each of the above issuances and sales, we relied upon Regulation S of the
Securities Act of 1933, as amended, as the basis for the exemption from
registration requirements and there was no public solicitation involved. The
shares of restricted common stock were sold to private investors, none of whom
reside in the U.S. or is a U.S. citizen. All recipients either received adequate
information about us or had access, through employment or other relationships,
including business and personal relationships with our management to such
information. A total of $65,000 was raised from 44 investors.
Item 27. Exhibits.
The following exhibits are included as part of this Form SB-2.
--------------------------------------------------------------------------------
Exhibit Number Description
--------------------------------------------------------------------------------
3.1 Articles of Incorporation*
--------------------------------------------------------------------------------
3.2 Bylaws*
--------------------------------------------------------------------------------
5.1 Opinion Re: Legality*
--------------------------------------------------------------------------------
10.1 Letter Agreement with Alantic Contractors Ltd.*
--------------------------------------------------------------------------------
23.1 Consent of Auditors
--------------------------------------------------------------------------------
23.2 Consent of Counsel*
--------------------------------------------------------------------------------
*previously filed with Form SB-2 on February 17, 2005
Item 28. Undertakings.
We hereby undertake to:
(1) file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933, as amended (the "Securities Act");
(ii) reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement; and notwithstanding the forgoing, any increase
or decrease in volume of securities offered (if the total dollar value
of the securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) under the Securities Act if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in 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;
51
(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;
(3) file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering;
(4) for purposes of determining any liability under the Securities Act, treat
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by us pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act as part of this registration statement as of the time it
was declared effective; and
(5) for determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.
Insofar as indemnification for liabilities arising under the Securities 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 this
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by one of our
directors, officers or controlling persons in the successful defense of any
action, suit or proceeding) is asserted by 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 our indemnification is against public policy as expressed
in the Securities Act and we will be governed by the final adjudication of
such issue.
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, we certify
that we have reasonable grounds to believe that we meet all of the requirements
of filing on SB-2 and authorized this registration statement to be signed on our
behalf by the undersigned, in Vancouver, British Columbia, Canada on November
16, 2005.
Revelstoke Industries, Inc.
By: /s/ Gordon C. McDougall
---------------------------
Gordon C. McDougall, Chief Executive Officer
(Principal Executive Officer), Chief Financial and
Principal Financial Officer, Principal Accounting
Officer, President, Treasurer and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statements was signed by the following persons in the capacities
and on the dates stated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gordon C. McDougall Chief Executive Officer November 16, 2005
----------------------- (Principal Executive Officer),
Gordon C. McDougall Chief Financial and Principal
Financial Officer, Principal
Accounting Officer, President,
Treasurer and Director
/s/ Alan Sedgwick Director November 16, 2005
-----------------
Alan Sedgwick
52