INFORMATION
CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT
RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE COMMISSION. THESE
SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME
THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
PROSPECTUS
10,000,000
SHARES OF COMMON STOCK
ROSE
EXPLORATIONS INC.
We
are
offering up a total of 10,000,000 shares of our common stock on a
self-underwritten basis, at an initial public offering price of $0.01 per share.
No fractional shares may be purchased. There is no minimum number of shares
which we must sell in this offering. We will commence the offering on the
effective date of this prospectus and continue for a period of 120 days, unless
we extend for an additional 90 days, or until we complete the offering,
whichever occurs sooner.
The
purchase of shares in this offering is highly risky and you should very
carefully and thoroughly read the Risk Factors section of this prospectus,
beginning on Page
.
These
securities have not been approved or disapproved by the Securities and Exchange
Commission or the securities division of any state, nor has the Commission
or
any state passed upon the accuracy or adequacy of this prospectus. Any
representation to the contrary is a criminal offense.
Prior
to
this offering, there has been no public market for our common stock and there
is
no assurance that a public market will result following the sale of the shares
being offered in this prospectus, or that any shares purchased in this offering
can be sold at or near the offering price, or at all.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Commission
is effective. This prospectus is not an offer to sell the shares and it is
not a
solicitation of an offer to buy the shares in any state where the offer or
sale
is not permitted.
|
|
Price
Per Share
|
Aggregate
Offering Price
|
Underwriting
Commissions
|
Proceeds
to Us (1)(2)
|
|
Common
Stock
|
$
0.001
|
$100,000
|
-0-
|
$
100,000
|
1.
Mr.
Greg Cowan our President and a director will act as our sales agent in this
offering, but he will receive no commissions for any shares he sells. He will
not register as a broker-dealer pursuant to Section 15 of the Securities
Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those
conditions under which a person associated with an Issuer may participate in
the
offering of the Issuer's securities and not be deemed to be a
broker-dealer.
2.
We
estimate the net proceeds we will receive from this offering will be
approximately $85,000, after deducting $15,000 as the estimated costs of filing,
printing, legal, accounting and other miscellaneous expenses relating to the
offering, which we intend to pay out of the proceeds.
Subject
to Completion, Dated: February 21, 2007.
TABLE
OF CONTENTS
SUMMARY
OF
PROSPECTUS...................................................................................................................................6
Information
about Our
Company.................................................................................................................................6
The
Offering....................................................................................................................................................................6
Summary
Financial
Data................................................................................................................................................6
RISK
FACTORS.............................................................................................................................................................
7
Risk
Factors Associated with Our
Company..............................................................................................................7
We
Lack
an Operating
History.....................................................................................................................................7
We
are
Dependent on Additional Financing which May Not be Availability and May Result
in
Additional
Dilution....................................................................................................................................................7
The
Mineral Exploration Industry is Highly
Speculative.........................................................................................7
Our
Mining Claims Have No Known Ore
Reserves..................................................................................................7
Our
Mining Claims May Be
Invalid.............................................................................................................................8
Our
Company’s Dependence Upon the Price of Precious Metals and
Ores.........................................................8
We
May Be
Delayed by or Unable to Comply with Government and Environmental
Laws...............................8
Supplies
Needed for Exploration May Not Always be
Available...........................................................................8
We
are
Dependent on Key
Personnel.........................................................................................................................8
Risk
Factors of the
Offering..........................................................................................................................................8
Penny
Stock Rules; Possible Inability to Sell in the Secondary
Market................................................................8
We
Cannot
Assure a Public Market for the Shares; Volatility of Stock
Prices.....................................................9
We
are
Selling the Offering Without an Underwriter and May be Unable to Sell any
Shares...........................9
You
will
Incur Immediate and Substantial
Dilution...................................................................................................9
Control
of our
Company...............................................................................................................................................
9
Issuance
of Additional
Shares....................................................................................................................................9
Potential
Future Sales Pursuant to Rule
144.............................................................................................................9
No
Cash
Dividends Paid
............................................................................................................................................10
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS...................................10
AVAILABLE
INFORMATION..................................................................................................................................11
USE
OF
PROCEEDS.....................................................................................................................................................11
DETERMINATION
OF OFFERING
PRICE..............................................................................................................11
CAPITALIZATION.....................................................................................................................................................12
DILUTION
OF THE PRICE YOU PAID FOR YOUR
SHARES..............................................................................12
PLAN
OF
DISTRIBUTION AND TERMS OF THE
OFFERING............................................................................13
Offering
Being Made by
Officer/Director.................................................................................................................13
Offering
Period and Expiration
Date..........................................................................................................................13
Procedures
for
Subscribing........................................................................................................................................14
Right
to
Reject
Subscriptions....................................................................................................................................14
BUSINESS
OF THE
COMPANY...............................................................................................................................14
General...........................................................................................................................................................................14
Description
of our Properties and Mining
Claims..................................................................................................14
Environmental
Regulations........................................................................................................................................18
Government
Regulations............................................................................................................................................18
Competition..................................................................................................................................................................18
Employees
and Employment
Agreements...............................................................................................................18
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS
OF
OPERATIONS....................................................................................................................................18
Selected
Financial
Data..............................................................................................................................................18
Balance
Sheet
Data.....................................................................................................................................................19
Statements
of Operations
Data.................................................................................................................................19
Plan
of
Operation........................................................................................................................................................19
Limited
Operating History; Need for Additional
Capital......................................................................................19
Results
of Operations Since
Inception...................................................................................................................20
Liquidity
and Capital
Resources..............................................................................................................................20
MANAGEMENT........................................................................................................................................................20
Executive
Officers and
Directors.............................................................................................................................20
Background
of Officer and
Directors......................................................................................................................21
EXECUTIVE
COMPENSATION..............................................................................................................................21
PRINCIPAL
STOCKHOLDERS...............................................................................................................................21
RESRICTED
SHARES ELIGIBLE FOR FUTURE
SALE.......................................................................................22
DESCRIPTION
OF
SECURITIES.............................................................................................................................22
Common
Stock...........................................................................................................................................................22
Non-cumulative
Voting............................................................................................................................................22
Annual
Reports.........................................................................................................................................................22
Dividend
Policy.........................................................................................................................................................23
Stock
Transfer
Agen................................................................................................................................................23
CERTAIN
TRANSACTIONS..................................................................................................................................23
CONFLICTS
OF
INTEREST....................................................................................................................................23
LITIGATION..............................................................................................................................................................23
ADDITIONAL
INFORMATION.............................................................................................................................23
EXPERTS....................................................................................................................................................................24
LEGAL
MATTERS...................................................................................................................................................24
FINANCIAL
STATEMENTS..................................................................................................................................24
SUMMARY
OF PROSPECTUS
Information
about Our Company
Our
company was incorporated in the State of Nevada on December 5, 2003 under the
name Computer Maid, Inc. The company was inactive until this February 2006,
when
we changed our name to Rose Explorations Inc. and engaged in the exploration
of
mining properties.
In
February 2006, we acquired the Rose Prospect Lode Mining Claim in the Yellow
Pine Mining District, Clark County, Nevada and commissioned a Geological
Evaluation Report. In June 2006 we completed Phase I of the exploration program
recommended in the Geological Evaluation Report and following completion of
this
offering, we intend to complete Phase II and Phase III. Presently, we are only
in the exploration stage and there is no assurances that any commercially viable
mineralized deposits exist, or will be found, on this property until such time
as appropriate exploration work can be done on the property and a comprehensive
economic evaluation based upon such work is concluded.
Our
administrative offices are located in Vancouver, BC, Canada and our fiscal
year
end is September 30.
The
Offering
Following
is a brief summary of this offering. Please see the “
Plan
of
Distribution and Terms of the Offering
”
section
on page
for
a
more detailed description of the terms of the offering.
|
Securities
Being Offered:
|
Up
to 10,000,000 Shares of common stock, par value $.001
|
|
|
|
|
Offering
Price per Share:
|
$
0.01
|
|
|
|
|
Offering
Period:
|
The
shares are being offered for a period not to exceed 120 days, unless
extended by our Board of Directors for an additional 90
days.
|
|
|
|
|
Net
Proceeds to Our Company:
|
Approximately
$85,000
|
|
|
|
|
Use
of Proceeds:
|
We
intend to use the proceeds to pay for offering expenses and exploration
of
our mineral property and to generally expand our business
operations.
|
|
|
|
|
Number
of Shares Outstanding
Before
the Offering:
|
10,000,000
|
|
|
|
|
Number
of Shares Outstanding
After
the Offering:
|
20,000,000
|
|
|
|
Summary
Financial Data
The
following table provides selected financial data about our Company for the
year
ended September 30, 2006. For detailed financial information, see the Financial
Statements included in this prospectus starting on page
.
Balance
Sheet Data as at September 30, 2006:
Cash
and
cash
equivalents
$
3,000
Total
assets
$
3,000
Current
liabilities
$
9,940
Shareholder’s
equity
$(
6,940)
RISK
FACTORS
THE
SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE IN NATURE AND INVOLVE AN EXTREMELY
HIGH DEGREE OF RISK. THEY SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD
TO
LOSE THEIR ENTIRE INVESTMENT. THEREFORE, EACH PROSPECTIVE INVESTOR SHOULD,
PRIOR
TO PURCHASE, CONSIDER VERY CAREFULLY THE FOLLOWING RISK FACTORS, AS WELL AS
ALL
OF THE OTHER INFORMATION SET FORTH ELSEWHERE IN THIS OFFERING
DOCUMENT.
Risk
Factors Associated with Our Company
:
We
are in
the organizational and development stages and any investment in our securities
involves a high degree of risk. A prospective investor should, therefore, be
aware that in the event we are not successful in our business plans, any
investment in the Shares offered herein may be lost and we may be faced with
the
possibility of liquidation. In the event of liquidation, existing stockholders
will, to the extent that assets are available for distribution, receive a
disproportionately greater share of the assets in relation to their cash
investment in our securities, than will the investors in this Offering, in
that
holders of common stock are entitled to share on a pro rata basis in the assets,
if any, of our Company that would be available for distribution. See
“
Business
of the Company
”.
We
Lack an Operating History
Our
Company was incorporated in December 2003 and has not yet realized any revenues.
We have no operating history upon which an evaluation of our future prospects
can be made. Such prospects must be considered in light of the substantial
risks, expenses and difficulties encountered by new entrants into the
competitive mining industry. The mining business is, by nature, extremely
speculative. Our ability to achieve and maintain profitability and positive
cash
flow will be highly dependent upon a number of factors, including our ability
to
locate profitable mineral properties and generate revenues, while reducing
exploration costs. Based upon current plans, we expect to incur operating losses
in future periods as we incur significant expenses associated with the
exploration of our mineral properties. We cannot guarantee that we will be
successful in realizing revenues or achieving or sustaining positive cash flow
in the future and any such failure could have a material adverse effect on
our
business, financial condition and results of operations.
We
anticipate being able to sustain operations for a period of at least twelve
(12)
months after receipt of the total net proceeds from this Offering without being
forced to seek additional financing to continue our business operations and
exploration of our properties; however, there is no assurance that we will
be
able to do so. See “
Business
of the Company
”
and
“
Use
of
Proceeds
”.
We
are Dependent on Additional Financing which May Not be Availability and May
Result in Additional Dilution
Assuming
completion of this Offering, our continued operations will be dependent upon
our
ability to generate revenues from operations and/or obtain further financing,
if
and when needed, through borrowing from banks or other lenders or equity
funding. There is no assurance that sufficient revenues can be generated or
that
additional financing will be available, if and when needed, or on terms
favorable to us. In addition, any future equity funding would most likely result
in a further dilution to the subscribers of Shares in this Offering. See
“
Dilution
of the Price You Paid for Your Shares
”.
The
Mineral Exploration Industry is Highly
Speculative
Gold,
silver and strategic metals exploration is highly speculative in nature,
involving many risks which even a combination of scientific knowledge and
experience cannot overcome, often resulting in unproductive efforts. We are
in
the very early exploration stage and are wholly dependent on the proceeds of
this Offering for the funds necessary to carry out our initial planned
exploration program. We cannot guarantee that our exploration work will be
successful or that any minerals will be found or that any production of minerals
will be realized, if found. Although we believe there is a sufficient basis
to
engage in exploration work on our properties, such work may not result in the
discovery of any known minerals or revenues, which could result in a total
loss
of any investment you make in the Shares offered herein.
Our
Mining Claims Have No Known Ore Reserves
We
do not
claim any known ore reserves on our properties and there is no guarantee that
any will be found or, if located, ever extracted or sold at a profit. Unless
we
discover reserves and are able to extract and sell them at a profit, you may
never be able to resell any Shares you purchase in this Offering at a profit,
or
at all.
Our
Mining Claims May Be Invali
d
The
validity of certain mining claims depends upon numerous circumstances and
factual matters, many of which are discoverable of record or by other available
means, and is subject to many uncertainties of existing law and its
applications. If the mining claims we have acquired are determined to be
invalid, our planned business operations would be delayed until we were able
to
locate and acquire additional valid claims. Such a discovery of invalidity
of
the claims or a delay in implementing our proposed operations could result
in a
total loss of your investment or an inability to sell any Shares you purchase
in
this Offering.
Our
Company’s Dependence Upon the Price of Precious Metals and
Ores
Our
continued existence and future profitability is highly dependent upon the price
of precious metals and ores. The economic viability of a mineral exploration
program is highly dependent on, among many other factors, political issues
and
general economic conditions. During periods of economic downturn or slow
economic growth, coupled with eroding consumer confidence or rising inflation,
the price and/or sale of precious metals could be severely impacted. Such
factors would likely have an immediate effect on our business operations and/or
profitability, which could result in a loss of your investment or ability to
liquidate any Shares you purchase in this Offering.
We
May Be Delayed by or Unable to Comply with Government and Environmental
Laws
We
may be
delayed by or unable to comply with government and environmental laws, rules
and
regulations related to our proposed operations which could severely impact
our
business operations. Our proposed mineral exploration programs will be subject
to extensive laws, rules and regulations. Various governmental permits will
be
required prior to implementation of proposed exploration operations. We are
not
assured of receiving such permits as and when needed for operations, or at
all.
There is no assurance environmental or safety standards more stringent than
those presently in effect may not be enacted, which could adversely affect
future exploration programs. Also, the industry often finds itself in conflict
with the interests of private environmental groups which often have an adverse
effect on the mining industry.
Supplies
Needed for Exploration May Not Always be
Available
Competition
and unforeseen limited sources of supplies needed for our proposed exploration
work could result in occasional spot shortages of supplies of certain products,
equipment or materials. There is no guarantee that we will be able to obtain
certain products, equipment and/or materials as and when needed, without
interruption, or on favorable terms. Such delays could affect our proposed
exploration plans, which could impact your ability to resell any Shares you
purchase in this Offering and could require you to hold them for a longer term
than expected.
We
are Dependent on Key Personnel
Our
future performance will be substantially dependent on the continued services
of
our senior management and other key personnel. We currently have two executive
officers, and the loss of the services of either of them could harm our
business. We do not have long-term employment agreements with our key personnel
and we do not maintain any "key person" life insurance policies. Our future
success also will depend on our ability to attract, train, retain and motivate
other highly skilled mining personnel, as and when needed. Competition for
these
personnel is intense and we may be unable to successfully attract, integrate
or
retain sufficiently qualified employees when needed, which could impact our
operations and profitability.
Risk
Factors of the Offering
:
Penny
Stock Rules; Possible Inability to Sell in the Secondary
Market
Rule
3a5-1 of the Securities Exchange Act of 1934 (the "Exchange Act") defines a
"penny stock" as an equity security that is not, among other things: a) a
reported security (i.e., listed on certain national securities exchanges);
b) a
security registered or approved for registration and traded on a national
securities exchange that meets certain guidelines, where the trade is effected
through the facilities of that national exchange; c) a security listed on
NASDAQ; d) a security of an issuer that meets certain minimum financial
requirements, i.e., "net tangible assets" in excess of $8,000,000 (if the issuer
has been continuously operating for less than three years) or $5,000,000 (if
the
issuer has been continuously operating for more than three years), or "average
revenue" of at least $6,000,000 for the last three years); or e) a security
with
a price of at least $5.00 per share for the transaction in question or that
has
a bid quotation (as defined in the Rule) of at least $5.00 per share. Under
Rule
3a5-1, our Company's Common Stock offered herein falls within the definition
of
a "penny stock."
Accordingly,
trading in our securities is subject to the requirements of Rule 15g-9 and
Section 15(g) under the Exchange Act. Rule 15g-9 imposes additional sales
practice requirements on broker-dealers who sell non-exempt securities to
persons other than established customers. For transactions covered by the rule,
the broker-dealer must make a special suitability determination for the
purchaser and receive the purchaser's written agreement to the transaction
prior
to the sale. Pursuant to Section 15(g) and related Rules, brokers and/or
dealers, prior to effecting a transaction in a penny stock, will be required
to
provide investors with written disclosure documents containing information
concerning various aspects involved in the market for penny stocks as well
as
specific information about the penny stock and the transaction involving the
purchase and sale of that stock (e.g., price quotes and broker-dealer and
associated person compensation). Subsequent to the transaction, the broker
will
be required to deliver monthly or quarterly statements containing specific
information about the penny stock. The foregoing requirements will most likely
negatively affect the ability of purchasers herein to sell their shares in
the
secondary market.
We
Cannot Assure a Public Market for the Shares; Volatility of Stock
Prices
There
is
currently no public trading market for our securities and there is no guarantee
that a regular and established market will develop for our common stock upon
completion of this Offering or that, if such a market does develop, it will
continue. There is also no assurance as to the depth of liquidity of any market
for common stock or the prices at which holders may be able to sell any Shares
they may purchase in this Offering. As a result, an investment in the Shares
may
be totally illiquid and investors may not be able to liquidate their investment
readily or at all. In the event that an established public market does develop
for our common stock, market prices will be influenced by many factors, and
will
be subject to significant fluctuation in response to variations in our operating
results and other factors such as investor perceptions of our Company, supply
and demand, interest rates, general economic conditions and those specific
to
the industry and developments regarding our activities, future financial
condition and management.
We
are Selling the Offering Without an Underwriter and May be Unable to Sell any
Shares
This
offering is self-underwritten, which means we are not going to engage the
services of an underwriter to sell the Shares; we intend to sell them through
our President and pay no commissions. We intend to hold investment meetings
with
friends, acquaintances and relatives in an effort to sell the shares to them,
using this Prospectus; however, there is no guarantee that we will
be
able
to sell any of the Shares and/or receive any of the proceeds of this Offering.
You
will Incur Immediate and Substantial Dilution
The
existing Stockholder acquired his shares at a price substantially less than
that
which the investors herein will pay for their Shares. Accordingly, an investment
in the Shares of our Company by investors herein will result in the immediate
and substantial dilution of the net tangible book value of their Shares (see
“
Dilution
of the Price You Paid for Your Shares
”).
Control
of our Company
Assuming
the sale of all Shares offered herein, of which there can be no assurance,
the
shares of Common Stock purchased will represent 50% of our Company’s outstanding
Common Stock and the existing Stockholder will own 50%. Our Articles of
Incorporation do not provide for cumulative voting. The existing Stockholder
will not purchase any Shares in this Offering.
Issuance
of Additional Shares
Assuming
the sale of all Shares offered herein, of which there can be no assurance,
there
will still be 55,000,000 additional shares of Common Stock which the Board
of
Directors will have authority to issue in the future for such consideration,
as
the Board of Directors may deem sufficient. The issuance of any such shares
to
persons other than the public investors herein will reduce the amount of control
held by the investors herein and may result in a dilution of the book value
of
their Shares. There are presently no commitments, contracts or intentions to
issue any additional shares to any persons, other than as set forth herein.
Potential
Future Sales Pursuant to Rule 144
Prior
to
this Offering, 10,000,000 shares of “restricted” Common Stock were issued as
consideration for proprietary rights, business plans, organizational services
and expenses and cash in the amount of $10,000 or $.001 per share. All of said
shares are held by our president who is also a director of our Company and
who
holds such shares as "restricted securities", as that term is defined in Rule
144 promulgated under the Securities Act of 1933, as amended. However, these
securities may only be sold in compliance with Rule 144 which provides, in
essence, that officers and directors and others holding restricted securities
(such as those described above) may each sell, in brokerage transactions, an
amount equal to 1% of our Company’s total outstanding Common Stock every three
(3) months. In addition, Rule 144 provides that shares must not be sold until
they have been held for a period of at least one (1) year from the date they
were fully paid for. The possible sale of these restricted securities under
Rule
144 may, in the future, have a depressive effect on the price of our Company’s
Common Stock in any public market which may develop, assuming there is such
a
market, of which there can be no assurance. Furthermore, persons holding
restricted securities for two (2) years who are not "affiliates" of our Company,
as that term is defined in Rule 144, may sell their securities pursuant to
Rule
144 without any restrictions and/or limitations on the number of shares sold,
assuming there is such a market, of which there can be no
assurance.
No
Cash Dividends Paid
No
cash
dividends have been declared or paid on the shares of our common stock to date,
nor is it anticipated that any such dividends will be declared or paid to
stockholders in the foreseeable future. It is currently anticipated that any
income received from operations will be reinvested and devoted to our future
operations and/or to expansion.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some
discussions in this prospectus may contain forward-looking statements that
involve risks and uncertainties. A number of important factors could cause
our
actual results to differ materially from those expressed in any forward-looking
statements made by us in this prospectus. Such factors include, but are not
limited to, those discussed in the "Risk Factors”, “
Managements
Discussion and Analysis of Financial Condition and Results of
Operations
"
"
Business
of the Company
"
sections, as well as those discussed elsewhere in this prospectus.
Forward-looking statements are often identified by words like: believe, expect,
estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events
AVAILABLE
INFORMATION
We
have
filed a registration statement on Form SB-2, of which this prospectus is a
part,
with the U.S. Securities and Exchange Commission (the "Commission"). Upon
completion of the registration statement and the offering, we will be subject
to
the informational requirements of the Exchange Act and, in accordance therewith,
will file all requisite reports,
such
as
Forms 10-KSB, 10-QSB and 8-K, proxy statements, under Sec.14 of the Exchange
Act, and other information with the Commission. Such reports, proxy statements,
this registration statement and other information, may be inspected and copied
at the public reference facilities maintained by the Commission at 200 F Street,
Washington, D.C. 20549. Copies of all materials may be obtained from the Public
Reference Section of the Commission's Washington, D.C. office at prescribed
rates. The Commission also maintains a Web site that contains reports, proxy
and
information statements and other information regarding registrants that file
electronically with the Commission at
http://www.sec.gov
.
USE
OF PROCEEDS
We
have
estimated the net proceeds from this offering to be approximately $85,000,
assuming all Shares are sold, which we can't guarantee, after deducting $15,000
for estimated offering expenses, including legal and accounting fees. The
following table sets forth the use of proceeds, assuming all Shares are sold,
of
which there can be no assurance, and management’s present estimate of the
allocation and prioritization of those proceeds. Actual receipts and
expenditures could vary slightly from these estimates. Pending use of the funds,
we may invest the net proceeds in short-term, interest bearing
accounts.
The
proceeds are expected to be disbursed, in the priority set forth below, during
the first twelve (12) months after the successful completion of the
Offering:
|
Proceeds
to our Company
|
$
100,000
|
|
Less
offering expenses, legal, accounting, printing
|
15,000
|
|
Total
proceeds available for distribution
|
$
85,000
|
|
|
|
|
Professional
fees related to gathering samples
|
|
|
and
analyzing and preparing property reports
|
37,500
|
|
Legal
and accounting
|
18,000
|
|
Transfer
agent and filing fees
|
6,000
|
|
Other
professional and consulting fees to develop
|
|
|
business
|
5,500
|
|
Office
and administrative
|
12,000
|
|
Operating
capital
|
6,000
|
|
Total
use of net proceeds
|
$
85,000
|
DETERMINATION
OF OFFERING PRICE
The
public offering price of the Shares has been determined arbitrarily in order
to
raise a total of $100,000, which we feel will be required to complete the
proposed exploration activities on our properties. The price does not bear
any
relationship to our assets, book value, earnings or other established criteria
for valuing a privately-held company.
In
determining the number of Shares to be offered and the offering price, our
capital structure, financial condition, prospects for business operations,
the
mining industry in general and the overall condition of the securities market
were factors considered. Accordingly, the offering price should not be
considered an indication of the actual value of our securities.
DILUTION
OF THE PRICE YOU PAID FOR YOUR SHARES
"Dilution"
represents the difference between the Offering price and the net tangible book
value per Share immediately after completion of this Offering. "Net tangible
book value" is the amount that results from subtracting the total liabilities
and intangible assets from total assets. Dilution arises mainly from our
arbitrary decision as to the Offering price per share of the Shares offered
hereunder. Dilution of the value of the Shares purchased by the investors in
this Offering will also be due to the lower book value of the shares of common
stock presently outstanding.
As
of
September 30, 2006, the net tangible book value of our common stock (total
assets, excluding intangible assets, less total liabilities, excluding
contingent liabilities ($6,940) or approximately ($0.0007) per share (based
upon
10,000,000 shares outstanding).
Upon
completion of this Offering, but without taking into account any change in
the
net tangible book value after completion of this Offering, other than that
resulting from the sale of all the Shares and receipt of the net proceeds of
$100,000, less offering expenses of $15,000, the net tangible book value of
the
20,000,000 Shares to be outstanding will be approximately $63,060, or
approximately $0.003 per Share. Accordingly, the net tangible book value of
the
Shares held by the existing Stockholder of our Company (i.e., 10,000,000 shares)
will be increased by approximately $0.003 per Share, without any additional
investment on his part, and the purchasers of Shares in this Offering will
incur
immediate dilution (a reduction in net tangible book value per Share from the
Offering price of $0.01 per Share) of approximately $0.007 or 70% per
Share.
After
completion of this Offering, purchasers of the Shares in this Offering will
own
50% of the total number of shares then outstanding, for which they will have
made a cash investment of $100,000, or $0.01 per Share. The existing Stockholder
will own 50% of the total number of shares then outstanding, for which he
contributed cash in the amount of $10,000 or $0.001 per Share. The initial
$10,000 investment was used to acquire the Rose Prospect Lode Mining Claims,
commission the Geological Evaluation Report and initiate Phase I of the
exploration program.
The
existing Stockholder will not purchase any Shares in this Offering.
The
following table sets forth a comparison of the respective investments of the
existing stockholder and the investors herein, assuming a successful completion
of the Offering and sale of all Shares offered herein, of which there can be
no
assurance.
Existing
Stockholder:
|
Price
per Share
|
$
0.001
|
|
|
|
Net
tangible book value per
Share before Offering
|
$
(0.0007)
|
|
|
|
|
Net
tangible book value per
Share
After Offering
|
$
0.003
|
|
|
|
|
Increase
to present Stockholder i
n net tangible book value
Per Share
after Offering
|
$
0.003
|
|
|
|
|
Capital
contributions
|
$
10,000
|
|
|
|
|
Number
of Shares Outstanding before the Offering
|
10,000,000
|
|
|
|
|
Percentage
of ownership after Offering
|
50%
|
|
|
|
|
|
|
|
Public
Investors:
|
|
|
|
|
|
Price
per Share
|
$
0.01
|
|
|
|
|
Dilution
per Share
|
$
(0.007) or 70%
|
|
|
|
|
Capital
contributions
|
$
100,000
|
|
|
|
|
Number
of Shares after Offering held by Public Investors
|
10,000,000
|
|
|
|
|
Percentage
of ownership after Offering
|
50%
|
PLAN
OF DISTRIBUTION AND TERMS OF THE OFFERING
Offering
Being Made by
Officer
and Director
We
intend
to sell the Shares in this offering through Greg Cowan, our President, who
will
receive no commission from the sale of any shares. He will not register as
a
broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934,
in
reliance upon Rule 3a4-1, which sets forth those conditions under which a person
associated with an Issuer may participate in the offering of the Issuer's
securities and not be deemed to be a broker-dealer.
|
1.
|
None
of such persons are subject to a statutory disqualification, as that
term
is defined in Section 3(a)(39) of the Act, at the time of his
participation; and,
|
|
2.
|
None
of such persons are compensated in connection with his or her
participation by the payment of commissions or other remuneration
based
either directly or indirectly on transactions in securities;
and
|
|
3.
|
None
of such persons are, at the time of his participation, an associated
person of a broker-dealer; and
|
|
4.
|
All
of such persons meet the conditions of Paragraph (a)(4)(ii) of Rule
3a4-1
of the Exchange Act, in that they (A) primarily perform, or are intended
primarily to perform at the end of the offering, substantial duties
for or
on behalf of the Issuer otherwise than in connection with transactions
in
securities; and (B) are not a broker or dealer, or an associated
person of
a broker or dealer, within the preceding twelve months; and (C) do
not
participate in selling and offering of securities for any Issuer
more than
once every twelve months other than in reliance on Paragraphs (a)(4)(i)
or
(a)(4)(iii).
|
Since
the
offering is self-underwritten, we intend to advertise and hold investment
meetings in various states and non-US locations, where the offering will be
registered, and will distribute this prospectus to potential investors at the
meetings and to our friends and relatives who are interested in our company
and
a possible investment in the offering. We are offering the Shares subject to
prior sale and subject to approval of certain matters by our legal
counsel.
Offering
Period and Expiration Date
This
offering will commence on the date of this Prospectus and continue for a period
of 120 days, unless we extend the offering period for an additional 90 days,
or
unless the offering is completed or otherwise terminated by us.
Procedures
for Subscribing
Each
investor subscribing for any of the Shares offered hereby will be required
to
execute a Subscription Agreement and tender it, together with a check or
certified funds, payable to Rose Explorations Inc.. All subscriptions for Shares
received shall be final and no subscriptions will be refundable.
Right
to Reject
Subscriptions
We
will
have the right to accept or reject subscriptions in whole or in part, for any
reason or for no reason. All monies from rejected subscriptions shall be
returned immediately to the subscribers without interest or deduction.
Subscriptions will be accepted or rejected within 48 hours after
receipt.
BUSINESS
OF THE COMPANY
General
Rose
Explorations Inc. was incorporated under the laws of the State of Nevada on
December 3, 2003 under the name Computer Maid, Inc. In February 2006, we changed
our name to Rose Explorations Inc. and commenced business operations. We were
incorporated for the purpose to promote and carry on any lawful business for
which a corporation may be incorporated under the laws of the State of Nevada.
Our primary goal is to engage in the acquisition, exploration and development
of
natural resource properties, beginning with our current mining claims in the
State of Nevada.
In
February 2006, we acquired the Rose Prospect Lode Mining Claim in Clark County
Nevada and in June, 2006, we staked the Rose Prospect II Lode Mining Claim
adjacent to the west of the Rose Lode Claim to cover other indicated mineralized
zones observed in that area.
We
are a
relatively new company and, as such, are considered to be a junior mining
company. It is common practice in the mining industry for a junior mining
company to complete exploration activities on a property to determine if any
minerals exist. At such time as mineralization is located, a junior mining
company then attempts to recruit a major mining company, with ample cash
reserves and equipment, to assist in the development of a property. As a junior
mining company, we intend to conduct exploration activities on our properties
and, if warranted, will seek a major mining company to joint venture in any
development and/or production. However, since we are in the early stages of
exploration activities, there is no guarantee we will locate any mineralization
on our properties or, if mineralization is located in a quantity sufficient
to
warrant development, there is no guarantee we will be able to recruit a major
mining company to join us as a joint venture partner. In the event we are unable
to enter into a joint venture agreement with a major mining company to assist
in
the development of our properties, as a junior mining company with limited
cash
reserves, we will likely be required to raise additional monies, either through
sales of our equity securities or through loans from financial institutions
or
third parties, prior to commencement of any development activities on our
properties.
Description
of our Properties and Mining Claims
On
February 21, 2006 we acquired the Rose Prospect Lode Mining Claim (“Rose Lode
Claim”) in the Yellow Pine Mining District in Clark County, Nevada. In May 2006,
we commissioned a geological evaluation report of the claim and in June 2006,
we
commissioned the Phase I work program recommended by the evaluation report.
During the Phase I work program, we staked a claim "Rose Prospect II
Lode
Mining Claim" adjacent to the west of the Rose Lode Claim to cover other
indicated mineralized zones observed in that area.
The
Rose
Lode Claim is comprised of one located claim with an area of 20 acres located
in
the Goodsprings (Yellow Pine) Mining District situated within the southwestern
comer of the State of Nevada, U.S.A. The Rose Lode Claim covers some former
exploratory workings on a mineral showing.
The
Yellow Pine Mining District is located in the area of the Spring Mountains
of
southern Nevada. Although less famous than many of the other mining districts
of
the Great Basin it nevertheless
ranks
second only to Tonopah in total Nevada lead and zinc production. During World
War I this district was one of the most productive in the West, but by the
end
of World War II only a few mines remained in operation. The region is known
for
its historic production of lead, zinc, silver and gold.
The
Rose
Lode Claim is underlain by the Mississippian Monte Cristo Limestone Formation
with the mineralization possibly comprised of copper minerals hosted by a
breccia zone which may be up to 200 feet wide within the Anchor Limestone
Member.
A
program
of trenching, sampling, geophysical and geochemical surveys, and diamond
drilling is recommended to explore for, and delineate potentially economic
copper bearing mineral zones on the Rose Lode claim.
The
following information was extracted from our Geological Evaluation Report
commissioned in May 2006 and from the report on the Phase I work program
completed in June 2006.
PHYSIOGRAPHY,
CLIMATE, VEGETATION & WATER
:
The
Rose
Lode Claim is situated on and on the eastward facing slopes of a northerly
trending ridge. The topography is moderately steep sloping from near the valley
floor adjacent to the Sandy Valley Road at an elevation of 3,580 feet, to 4,040
feet at the northwest corner and on the ridge, of the Rose Lode Claim. The
area
is of a typically desert climate with relatively high temperatures and low
precipitation. Vegetation consists mainly of desert shrubs and cactus. Sources
of water would be available from valley wells.
HISTORY
:
The
history of the Yellow Pine Mining District stems from 1856 when Mormon
missionaries reported ore in the area. In 1857 the smelting of ore produced
9,000 pounds of lead and in 1898 a mill was built south of Goodsprings. As
a
result of the mill availability, exploration activity led to the discovery
of
many of the mines in the area.
The
completion of the San Pedro, Los Angeles and Salt Lake railroad in 1905 and
recognition of oxidized zinc minerals in the ore in 1906 stimulated development
of the mines and the region has been subject to intermittent activity up
to
1964,
particularly during the World War I and II years.
Production
from the mines of the Yellow Pine Mining District from 1902 to 1929 was 477,717
tons. Bullion recovery from 7,656 tons of this ore by amalgamation and
cyanidation was 9,497 ounces of gold and 2,445 ounces of silver. The
concentrator treated 230,452 tons of ore which yielded 58,641 tons of lead-zinc
concentrate and 32,742 tons of lead concentrate. Crude ore shipped to 1929
was
227,952 tons from which recovery amounted to 3,196 ounces gold, 422,379 ounces
silver, 3,085,675 pounds copper, 34,655,460 pounds lead and 110,833,051 pounds
zinc. Although the mines of this district have been worked primarily for their
lead-zinc-silver values, an estimated 91,000 ounces of gold has been recovered
as a by-product of copper-lead-silver mining.
REGIONAL
GEOLOGY
:
The
spring Mountain Range consists mainly of Paleozoic sediments which have
undergone intense folding accompanied by faulting. At the Yellow pine District
a
series of Carboniferous sediments consist largely of siliceous limestones and
include strata of pure crystalline limestone and dolomite with occasional
intercalated beds of fine grained sandstone. These strata have a general west
to
southwest dip of from 15 to 45 degrees which is occasionally disturbed by local
folds. Igneous rocks are scarce and are represented chiefly by quartz-monzonite
porphyry dikes and sills. The quartz-monzonite porphyry is intruded into these
strata and is of post-Jurassic age, perhaps Tertiary.
Stratigraphy-The
sedimentary rocks in the district range in age from Upper Cambrian to Recent.
The Paleozoic section includes the Cambrian Bonanza King and Nopah Formations,
the Devonian Sultan, Mississippian Monte Cristo Limestone,
Pennsylvanian/Mississippian Bird Spring Formation and Permian Kaibab Limestone
(Carr, 1987). The Mesozoic section is comprised only of the Triassic Moenkopi
and Chide Formations and an upper Mesozoic unit of uncertain age termed the
Lavinia Wash Formation. The Paleozoic rocks are dominantly carbonates while
the
Mesozoic units are continental elastics. Tertiary rocks include gravels and
minor volcanic tuffs.
Only
two
varieties of intrusive rocks are known in the district. The most abundant is
granite porphyry which forms three large sill-like masses (Hewett, 1931). The
sills generally lie near major thrust faults and are thought to have been
emplaced along breccia zones at the base of the upper plate of the thrust fault.
Locally, small dikes of basaltic composition and uncertain age have been
encountered in some of the mine workings.
Structure-The
region reveals an amazing record of folding, thrust faulting and normal
faulting. Folding began in the early Jurassic, resulting in broad flexures
in
the more massive units and tight folds in the thinly bedded rocks. The thrust
faults in the district are part of a belt of thrust faulted rocks, the Foreland
Fold and Thrust Belt that stretches from southern Canada to southern California.
Deformation within this belt began in the Jurassic and continued until
Cretaceous time. Within the Goodsprings District thrust faulting appears to
post-date much of the folding, but despite intensive study the actual age of
thrusting continues to be the subject of contentious debate. Three major thrusts
have been mapped; from west to east, the Green Monster, Keystone and Contact
thrusts. Of these, the Keystone is the most persistent along strike having
been
mapped for a distance of over 50 kilometers. The stratigraphic relationships
along the Keystone fault are similar to those for all the major thrusts in
the
area, Cambrian Bonanza King Formation has been thrust eastward over younger
Paleozoic rocks. Normal faulting has received much less study, despite its
close
association with many ore deposits in the district. Hewett (1931) suggested
normal faulting began in the early Cretaceous and continued through the
Tertiary. Albritton, et al (1954) adopted the more recent theory that all normal
faulting is related to Basin and Range extension and thus is no older than
Miocene. Burchfiel and Davis (1988) also restrict normal faulting to the
Tertiary, but concede some of the thrust faults may have been reactivated as
low
angle normal faults during early Tertiary.
LOCAL
GEOLOGY
:
At
the
Whale
claim group,
within
one mile west of the Rose Lode Claim, the ridge on which the mine is situated
range from the Ironside dolomite to the top of the Monte Cristo limestone.
The
trend is about N.70 W. with a dip of 35 to 45 SW. The mine workings explore
a
breccia zone trending at N.65 E. and dipping at 65 E that includes the cherty
Anchor limestone above and the Crystal Pass limestone below, but the ore is
largely in the Anchor limestone. The Anchor, as well as the beds as low as
the
Ironside dolomite, is largely dolomitized on this ridge; locally, parts of
the
Crystal Pass limestone are unaltered. The principal faults on the ridge trend
northeast.
PROPERTY
GEOLOGY
:
The
Rose
Lode Claim
is
indicated to be underlain by the Anchor Limestone Member of the Monte Cristo
Limestone Formation. Although the stratigraphy trends west-northwest in this
area, the structures (breccia zones), as at the Whale Mine, trend northeasterly.
REGIONAL
MINERALIZATION
:
Ore
Mineralogy and Alteration-
It
is
reported (Albritton, 1954) that ore deposits in the Goodsprings (Yellow Pine)
district can at best be characterized as enigmatic. They appear to fall into
two
distinct types, which may or may not be related, gold-copper deposits and
lead-zinc deposits. Gold-copper deposits are clearly related to sill-like masses
of granite porphyry. All existing mines worked the contact between the intrusive
and surrounding sedimentary rocks. Gold occurred in both the intrusive and
the
carbonate wall rocks. It appears any carbonate unit was a suitable host.
The
lead-zinc deposits are often distant from intrusives and occur as veins or
replacements of brecciated rocks along fault zones, either thrust faults or
normal faults. Unlike the gold deposits, the productive lead-zinc deposits
are
restricted to the Monte Cristo Formation.
Mineralogy
of gold-copper deposits consists of native gold, pyrite, limonite, cinnabar,
malachite, azurite and chrysocolla. Lead-zinc deposits are comprised of
hydrozincite, calamine, smithsonite, cerrusite, anglesite, galena and iron
oxides. The rather unusual mineralogy of the district is due to the great depth
of surface oxidation, exceeding 200 meters. Typical sulfides such as
chalcopyrite, sphalerite and pyrite have been partially or completely altered
to
more stable hydrated carbonates and sulfates. Only the highly insoluble lead
sulfide, galena has successfully resisted surface oxidation.
Primary
alteration is difficult to characterize due to the supergene overprint, but
again appears to differ for gold-copper deposits and lead-zinc deposits.
Gold-copper ores have been extensively sericitized and kaolinized, altering
the
host pluton to a rock that can be mined through simple excavation with little
or
no blasting. The rock is so thoroughly altered it decrepitates on exposure
to
the atmosphere. On
the
other
hand, lead-zinc deposits appear to be characterized by dolomitization and minor
silicification.
LOCAL
MINERALIZATION
:
On
the
Whale claim group the mineralization at the main underground workings is of
calamine replacing dolomitized Anchor limestone breccia near layers of chert
which is largely white and slightly decomposed. The eastern workings expose
small veins that contain cuprodescloizite and a little galena, calamine and
wulfenite.
PROPERTY
MINERALIZATION
:
The
structure, or favorable host rock for the mineralization on the Rose Lode Claim,
appears to be up to 200 feet wide. The workings reportedly expose a 40 foot
wide
zone of breccia within two winzes dipping at 20 to 30 degrees. The breccia
zone
hosts an unidentified copper mineral, which, as indicated from the reddish
alteration is possibly cuprodescloizite.
Five
grab
samples were taken from the trenches and submitted for assay at the Assayers
Canada laboratory in Vancouver, Canada. The samples were analyzed by a
Multi-Element ICP-AES Analysis with results as reported on the attached assay
sheet. Particulars of the samples are as follows:
Sample
No./Location/Description/Assay
Rose
Prospect 1/Trench I/Light brown altered limestone/16.5% Zn
Rose
Prospect 2/Rose Workings/Reddish limestone stained with malachite and
azurite/10.3% Cu
Rose
Prospect 3/Trench II/Reddish-brown altered limestone and stained with a white
oxide/8.1% Zn
Rose
Prospect 4/Rose Workings/Reddish, coarse-grained limestone/0.14% Zn
Rose
Prospect 5/Trench III/Reddish, heavy, blocky compact flat vein/0.1 1 % Zn
CONCLUSIONS
AND RECOMMENDATIONS
:
The
Rose
Lode Claim incorporates a breccia zone that is indicated up to 40 feet wide
and
which hosts indicated copper mineralization of possibly cuprodescloizite. The
zone of mineralization appears to be within a favorable host structure that
is
indicated up to 200 feet wide. This zone is reported to have been observed
for
up to one and one-half miles to the west-northwest and the same distance to
the
east-southeast.
The
geological evaluation report recommended a claim be staked adjacent to the
west
of the Rose Lode Claim to cover other indicated mineralized zones observed
in
that area and that a three phase exploration program be initiated. With Phase
I
of the program consisting of trenching and sampling be completed over the known
mineral zone on the Rose Lode Claim to determine geological controls to the
mineralization and to determine the nature of the mineralization. In June 2006
our Company commissioned the Phase I work program and staked a claim "Rose
Prospect II
Lode
Mining Claim" adjacent to the west of the Rose Lode Claim to cover other
indicated mineralized zones observed in that area.
As
a
follow-up to the initial investigation of the mineralized structure, a VLF-EM
survey is recommended to be completed along the extensions of the known mineral
zones to determine the possibility of any parallel structures that may host
potentially economic mineral zones. Sampling and geological mapping would be
completed within anomalous areas. As a third phase to the exploration program,
diamond drilling of the prime correlative anomalous zones should be completed.
Our
Proposed Exploration Program
The
results of the Phase I exploration program on the Rose Claim Group in that
the
mineralization and the sampling results from the Rose workings and from the
Trenches I and II on the Rose Lode Claim indicate potential economic zones
of
mineralization. The sample from Trench III returned barely anomalous zinc assay,
however, the site will be further examined in the second phase of exploration.
The fracture trend is northeasterly correlating with the trend of the heavily
mineralized breccia zones in the immediate area; as at the Whale Mine. Thus
the
control to the mineralization on the Rose Lode Claim is structural. Based on
our
evaluations to date, we have concluded that Phase II of the exploration program
on the Rose Lode Claim should be initiated and completed. This program of
localized VLF-EM surveys, soil sampling and geological mapping should define
the
structural trend to the extensions of the known mineral zones and provide more
geological information as to the location of heavily mineralized surficial
or
near sub-surface zones.
Exploration
work on our properties has indicated that mineral occurrences exist in the
area
of our properties; however, further exploration is needed to determine what
amount of minerals, if any, exist and if any minerals which are found can be
economically extracted and profitably processed.
The
exploration program on our Rose Lode Claim has been designed to economically
explore and evaluate this claim which, in our opinion, may merit
development.
We
do not
claim to have any mineralization or reserves whatsoever at this time on any
of
our properties; however, based on preliminary research and geological reports
on
our properties and the surrounding area, we believe there is a sufficient basis
to engage in exploration activities.
The
following table summarizes the recommended exploration program and estimated
costs:
Phase
II
VLF-EM
and soil geochemical surveys, sampling and
geological
mapping of the veins within anomalous
zones
$
7,500
Phase
III
Test
diamond drilling of the prime targets
$30,000
Total
Estimated Exploration
Costs
$37,500
Environmental
Regulations
Environmental
laws and regulations relating to public lands are expected to be tightly
enforced. We intend to explore and, when required, develop all of our properties
in strict compliance with all environmental requirements applicable to the
mineral processing and mining industry. We will secure all the necessary permits
for exploration and, if development is warranted, will file final Plans of
Operation prior to the commencement of any mining operations. We anticipate
no
discharge of water into any active stream, creek, river, lake or any other
body
of water regulated by environmental law or regulation. No significant endangered
species will be disturbed. Re-contouring and re-vegetation of disturbed surface
areas will be completed pursuant to all legal requirements. Any portals, adits
or shafts will be sealed should the property be abandoned.
It
is
difficult to estimate the cost of compliance with environmental laws at this
time, since the full nature and extent of our proposed activities cannot be
determined until we receive the proceeds of this Offering and commence our
operations. At that time, we will determine what that will involve from an
environmental standpoint and will begin our compliance efforts.
Government
Regulations
We
will
be subject to all the laws, rules and regulations which govern the mineral
processing and mining industry in the State of Nevada and intend to fully comply
with all environmental, health and safety laws, rules, regulations and
statutes.
Specifically,
the proposed exploration of the property will be governed by the State of Nevada
Mining laws, rules and regulations. We will determine and comply with all rules
and regulations governing operations prior to commencement of any exploration
activities subject to permitting and/or licensing.
Competition
The
mining industry is highly fragmented and competitive. We are competing with
many
other exploration companies looking for gold and other minerals. Our Company
is
among the smallest exploration companies in existence and is an infinitely
small
participant in the exploration business, which is the foundation of the mining
industry. While we generally compete with other exploration companies, there
is
no competition for the exploration or removal of minerals from its current
claims or properties. Readily available commodities markets exist around the
world for the sale of minerals. Therefore, if we discover mineralization on
our
properties, we would likely be able to sell the minerals in the market.
Employees
and Employment Agreements
At
present, we have no employees. Our President is also the Secretary and Treasurer
and Director. Our Company also has a Vice President of Exploration, who is
also
a Director. Both our officers and directors devote their time as required to
our
business operations. The President and our Vice President Exploration are not
presently compensated for their services and do not have an employment
agreements with us. Once the Exploration Program begins, we expect to hire
independent contractors to fulfill the roles of Project Geologist and Field
Assistant; however, we have not yet placed any ads or interviewed for these
positions. We presently do not have pension, health, annuity, insurance, stock
options, profit sharing or similar benefit plans; however, may adopt such plans
in the future. There are presently no personal benefits available to any
officers, directors or employees.
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This
registration statement contains forward-looking statements that involve risks
and uncertainties. The statements contained in this registration statement
that
are not purely historical are forward-looking statements, including without
limitation statements regarding our expectations, projections, beliefs,
intentions or strategies regarding the future. All forward-looking statements
included in this document are based on information available to us on the date
hereof, and we assume no obligation to update any such forward-looking
statements. Our actual results may differ materially as a result of certain
factors, including those set forth in the Risk Factors section of this
registration statement. Potential investors should consider carefully the
following factors, as well as the more detailed information contained elsewhere
in this registration statement, before making a decision to invest in our
shares. The following discussion and analysis should be read in conjunction
with
our “
Financial
Statements
”
included in this prospectus.
Plan
of Operation
Assuming
sale of all the Shares in this Offering and receipt of all the proceeds, of
which there is no guarantee, we estimate that we will use most of the funds
received during the next 12 months to complete Phase II and Phase III of our
exploration program. We intend to subcontract these programs to companies with
the crews and equipment to locate and extract mineral samples on our properties.
All samples will then be sent to an assay lab for analysis and a geological
report will be prepared.
In
the
event less than all the Shares are sold in this Offering, we would strictly
manage all administrative, legal and accounting costs in an effort to keep
them
to a minimum, while still ensuring compliance with all regulatory requirements
and take maximum advantage of the skills of our officers and directors. Only
after minimizing these non exploration costs, would we consider reducing the
scope of our proposed exploration work.
Limited
Operating History; Need for Additional Capital
There
is
little to no historical financial information about our Company upon which
to
base an evaluation of our performance or to make a decision regarding an
investment in the Shares. We are still in the organizational stages and have
not
yet generated or realized any revenues from operations. We cannot guarantee
we
will be successful in our business operations or will achieve significant levels
of market acceptance for our proposed business. Our business could be subject
to
any or all of the problems, expenses, delays and risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration and/or development of our properties,
possible cost overruns due to price and cost increases in services we require
and the absence of an operating history. Therefore, we cannot guarantee we
will
be able to achieve or maintain profitable operations. Further, there is no
assurance that we will not encounter unforeseen difficulties that may deplete
our capital resources more rapidly than anticipated.
Upon
successful completion of this Offering, we intend to complete our exploration
activities to determine if viable mineralization exists on any of our properties
that warrant further exploration or development. Until we commence exploration
activities on our properties, we estimate our monthly expenses will be minimal,
(less than $1,500 per month) and these monies will be used only in background
data research efforts on our properties and the surrounding claims and to ensure
that we comply will all regulatory requirement to maintain our mineral claims.
Once
we
have established that our properties warrant further exploration or development,
we will likely be required to make significant investments into further
exploration before we would be able to commence production of any minerals
we
may find. At that time, our Management will need to asses the merits of seeking
additional financing to provide the capital we will require to implement
additional exploration program or seek a joint venture partner in the mining
industry with experience, cash reserves and equipment to undertake any
additional exploration that may be required before mine development can be
considered. It is not possible to estimate how long our current cash reserves
and funds raised in this offering will last.
The
timing and total amount of capital requirements cannot be predicted at this
time
and we have no assurance that any financing will be available to us on
acceptable terms, as and when we need it, if at all. If such financing is not
available on satisfactory terms, as and when needed, we may be unable to
continue our exploration activities or expand our operations and our operating
results may be adversely affected. Equity financing could also result in
additional dilution to then existing shareholders.
We
do not
plan to purchase any significant equipment in the next 12 months.
Results
of Operations Since Inception
We
are an
exploration stage company and have not generated or realized any revenues since
inception.
For
the
period from the date of inception on December 3, 2003, we have incurred a net
loss of $40,940, all consisting of operating costs and expenses. To date, we
have spent $6,375 on acquisition of our mineral claims; $6,125 in exploration
costs; $3,040 in legal and accounting fees; $1,100 in licenses and permits;
$6,000 in rent, contributed by our President/
Director,
Greg Cowan; $300 in corporate registration/ filing fees; and $18,000 in
management fees, contributed by our President/Director, Greg Cowan.
Liquidity
and Capital Resources
As
of the
date of this registration statement, we have yet to generate any revenues from
our business operations due to the preliminary nature of our operations, ongoing
investment in exploration efforts, and expenditures incurred to build the
appropriate
infrastructure to support our proposed operations. Consequently, we have been
substantially dependent on private placement sales of our equity securities.
Since
inception, we have used our common stock to raise $10,000 in cash by issuing
10,000,000 shares of Common Stock to our President at $0.001 per share in
January 2006.
As
of 30
September 2006, our total assets were $3,000 and our total liabilities were
$9,940. Our President has agreed to advance the funds necessary to continue
business operations until completion of this Offering, on an as-needed basis.
Any such loans will be interest-free and will have no specific terms of
repayment.
During
the coming year, we expect to incur additional costs for exploration of our
properties and for subcontractors, professional and legal fees. Significant
additional funding will be required to meet any additional operating and/or
expansion requirements.
We
are
taking steps to raise equity capital; however, we cannot guarantee that any
new
capital will be available to us or that adequate funds for operations, whether
from our revenues, financial markets, collaborative or other arrangements with
corporate partners or from other sources, will be available as or when needed,
or on terms satisfactory to us. Our failure to obtain adequate additional
financing may require us to delay, curtail or scale back some or all of our
exploration programs, and, potentially, to cease our operations. Any additional
equity financing may involve substantial dilution to our then-existing
shareholders.
MANAGEMENT
Executive
Officers and Directors
The
following table sets forth the directors, executive officers and other
significant employees of our Company, their ages, and all offices and positions
with our Company. Directors are elected for a period of one year and serve
until
the next annual meeting at which their successors are duly elected by the
stockholders and qualified. Annual meetings are to be scheduled by the Board
of
Directors each year. Officers and other employees serve at the will of the
Board
of Directors.
|
|
|
|
|
Name
of Director/Officer
|
Age
|
Positions
|
|
|
|
|
|
Greg
Cowan
|
40
|
President,
Secretary,
|
|
32839
Bakerview Ave
|
|
Treasurer,
Director
|
|
Mission,
BC, V2V 2P8
|
|
|
|
Canada
|
|
|
|
|
|
|
|
Rex
Pegg
|
54
|
Vice
President Exploration
|
|
1
-
410 Mahon Avenue
|
|
Director
|
|
North
Vancouver, BC, V7M 2R5
|
|
|
|
Canada
|
|
|
|
|
|
|
Background
of Officer and Directors
Greg
Cowan
has been
the President, Secretary, Treasurer and a Director of our Company since
inception. Since 2005, Mr. Cowan has also been General Manager of Unicity
International in Langley, British Columbia, Canada, where he is responsible
for
all aspects of operation including budgets, projections and overall
profitability. Greg was also involved in the opening Unicity’s offices in China
and Belgium in 2005. Prior to Joining Unicity, Mr. Cowan was Vice President
of
Sales and Marketing at Larrea BioScience Inc. in Vancouver, British Columbia,
where he designed concepts for product labels, packaging, literature, handled
trademark registration of items internationally, directed regulatory matters
with Health Canada and US FDA, Australia, EU, Korea, hired and trained sales
brokers and distributors across USA, Canada, Asia, EU and administered budgets.
While with Larrea he was involved in taking company public on NASDAQ and raising
capital. He has also held the following positions: Director Sales and Marketing
- Royal Numico; President and CEO - Natures Essence Inc.,; and President and
CEO
Puresource Inc. Mr. Cowan is currently enrolled in the Ivey School of Business
Executive MBA program and will graduate in the fall of
2008.
Mr.
Cowan is an enthusiastic team player with good leadership ability, is self
motivated , is an analytical problem solver able to work independently and
has
excellent negotiation and sales skills. Mr. Cowan will devote his time as
required to the business of our Company.
Rex
S. Pegg, BASc., P.Eng.
joined
our Company in September 2006 as a Director and Vice President Exploration.
Mr.
Pegg graduated from the University of Toronto in 1976 with a Bachelor of Applied
Science in Geological Engineering (exploration option). Prior to graduation,
Mr.
Pegg gained nine summers of mineral exploration experience in Canada.
Subsequently he has continuously worked throughout Canada, as well as in
Zimbabwe, China, Mexico, Kyrghyzstan, Philippines, the United States and
Venezuela on mineral exploration and underground operations for Keewatin
Engineering Inc., BP Resources Canada Ltd., Selco Inc., Kennco Explorations
Limited, Lac Minerals Ltd. and various private and public junior mining
companies. Mr. Pegg's experience encompasses exploration for
epithermal/mesothermal/shear-related gold, volcanogenic massive sulphide, sedex,
PGM, alkaline Cu-Au, placer diamond-gold and industrial mineral deposits. This
work included the organization and management of projects ranging from small
to
large scale surface and underground programs and property evaluations, ore
reserve estimations and due diligence. Mr. Pegg will devote his time as required
to the business of our Company.
EXECUTIVE
COMPENSATION
There
are
currently no plans to compensate our Officers and Directors until we commence
operations and become profitable. We will reimburse officers and directors
for
any out-of-pocket expenses incurred on our behalf. We do not have employment
agreements or key-man life insurance.
PRINCIPAL
STOCKHOLDERS
The
following table sets forth as of September 30, 2006, certain information
regarding the beneficial ownership of our common stock by (i) each person who
is
known by us to be the beneficial owner of more than 5% of our outstanding shares
of Common Stock, (ii) each director , (iii) each executive officer of our
Company and (iv) all executive officers and directors of our Company as a group.
The table also reflects what such ownership will be assuming completion of
the
sale of all shares in this offering, which we can't guarantee. The stockholder
listed below has direct ownership of his shares and possesses sole voting and
dispositive power with respect to the
shares.
|
|
|
|
Percentage
of Outstanding
|
|
Name
and Address
|
Position(s)
Held
|
Number
of Shares
|
Before
Offering
|
After
Offering
|
|
|
|
|
|
|
|
Greg
Cowan
32839
Bakerview Avenue
Mission,
BC, Canada V2V 2P8
|
President,
Secretary, Treasurer and Director
|
10,000,000
|
100%
|
50%
|
Restricted
Shares Eligible for Future Sale
All
10,000,000 of the currently issued and outstanding shares of common stock are
"restricted securities" which, in the future, may be sold pursuant to Rule
144
under the Securities Act of 1933, as amended, if available. Rule 144 currently
provides, in essence, that persons holding restricted securities for a period
of
one (1) year may each sell, every three months, in brokerage transactions,
a
number of shares equal to one percent (1%) of the aggregate number of our
Company's outstanding shares, and after one (1) year, persons other than
"affiliates" of our Company, as that term is defined in Rule 144, may sell
shares without any volume restrictions.
Sales
of
shares held by the existing stockholder (after applicable restrictions expire)
and/or the sale of Shares purchased in this Offering (which would be immediately
resalable after the offering), may have a depressive effect on the price of
our
securities in any market that may develop, of which there can be no assurance.
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 Company’s Articles of
Incorporation and Bylaws, copies of which will be furnished to an investor
upon
written request.
Common
Stock
Our
Company is presently authorized to issue 75,000,000 shares of common stock,
par
value $0.001. As of the date of this Prospectus, there is a total of 10,000,000
shares of common stock issued and outstanding. We are offering a total of
10,000,000 shares of our common stock for sale pursuant to the terms of this
Offering. We have reserved from our authorized but unissued shares a sufficient
number of shares of common stock for issuance of the Shares offered hereby,
if
sold. The Shares of common stock issuable upon completion of the Offering will
be, when issued in accordance with the terms of this Offering, validly issued,
fully paid and non-assessable.
The
holders of common stock, including the Shares offered hereby, are entitled
to
equal dividends and distributions per share, with respect to the common stock
when, as and if declared by the Board of Directors from funds legally available
therefore. No holder of any shares of common stock has a preemptive right to
subscribe for any securities of our Company nor are any shares of common stock
subject to redemption or convertible into other securities of our Company.
Upon
liquidation, dissolution or winding up of our Company, and after payment of
creditors and preferred stockholders, if any, any assets of our would be divided
pro-rata on a share-for-share basis among the holders of the shares of common
stock. All shares of common stock now outstanding are fully paid, validity
issued and non-assessable. Each share of common stock is entitled to one vote
with respect to the election of any director or any other matter upon which
shareholders are required or permitted to vote.
Non-cumulative
Voting
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they
so
choose, and, in such event, the holders of the remaining shares will not be
able
to elect any of our directors. After this offering is completed, assuming all
shares are sold, which we can't guarantee, the present stockholders will own
50%
of our outstanding shares.
Annual
Reports
We
intend
to furnish annual reports to shareholders which will contain audited financial
statements examined by independent certified public accountants and such other
interim reports as we may deem necessary to keep the public informed of our
business operations.
Dividend
Policy
As
of the
date of this Prospectus, we have not paid any cash dividends to stockholders.
The declaration of any future cash dividend will be at the discretion of our
Board of Directors and will depend upon our earnings, if any, our capital
requirements and financial position, our general economic conditions, and other
pertinent conditions. It is our present intention not to pay any cash dividends
in the foreseeable future, but rather to reinvest earnings, if any, in our
business operations
Stock
Transfer Agent
We
have
appointed Transfer Online, 317 S.W. Alder Street, 2
nd
Floor,
Portland, Oregon 97204; telephone (503) 227-2940, as the stock transfer agent
for our securities.
CERTAIN
TRANSACTIONS
We
maintains our current offices at the office of our Company’s President at no
charge to us; our mailing address is 32839 Bakerview Ave, Mission, BC, V2V
2P8,
Canada.
In
February 2006, we sold 10,000,000 shares of restricted common stock to Greg
Cowan, the President, Secretary and Treasurer of our Company, in exchange for
cash in the amount of $10,000 or $0.001 per share, which was used to acquire
the
Rose Prospect Lode Mining Claims, commission the Geological Evaluation Report
and initiate Phase I of the exploration program.
CONFLICTS
OF INTEREST
Other
than as described herein, we do not expected to have significant further
dealings with affiliates. However, if any such dealings arise, the parties
will
attempt to settle any such conflict of interest on terms competitive in the
market and on the same terms that either party would deal with a third person.
Presently, our officers and directors have no transactions which they
contemplate entering into with our Company, aside from the matters described
herein.
Management
will attempt to resolve any conflicts of interest that may arise in favor of
our
Company, as failure to do so could result in fiduciary liability to our
Management.
The
General Corporation Law of Nevada limits liability of officers and directors
for
breach of fiduciary duty to certain specified circumstances, and also empowers
us to indemnify our officers, directors, employees and others from liability
in
certain circumstances such as when the person successfully defends himself
on
the merits or acted in good faith in a manner reasonably believed to be in
the
best interests of the Company.
Our
Articles of Incorporation, with certain exceptions, eliminate any personal
liability of an officer or director for monetary damages for the breach of
a
director’s fiduciary duty, meaning a director cannot be held personally liable
for damages to our Company or its shareholders for gross negligence or lack
of
due care in carrying out his fiduciary duties as a director, except in certain
specified instances. We have also adopted bylaws which provide for
indemnification to the fullest extent permitted under the laws of the State
of
Nevada, which includes all liability, damages and costs or expenses arising
from
or in connections with service for, employment by, or other affiliation with
our
Company, to the maximum extent and under all circumstances permitted by law.
Insofar
as indemnification, for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of our Company
pursuant to the foregoing provisions or otherwise, we have been advised that
in
the opinion of the Securities and Exchange Commission, such indemnification
is
against public policy as expressed in the Act and is, therefore,
unenforceable.
EXPERTS
Our
consolidated financial statement for the years ended September 30, 2006 and
September 30, 2005, included in this Prospectus have been audited by James
Stafford, Chartered Accountants, Suite 350 - 1111 Melville Street, Vancouver,
British Columbia, Canada V6E 3V6. We include the financial statements in
reliance on the report of James Stafford, Chartered Accountants, given upon
their authority as experts in accounting and auditing.
LEGAL
MATTERS
Certain
legal matters with respect to the sale and issuance of the Shares described
in
this Prospectus have been passed upon by our Company’s legal counsel, Michael M.
Kessler, Esq., Sacramento, CA. To the best of our knowledge, there is no
material litigation pending or threatened against us.
FINANCIAL
STATEMENTS
Our
fiscal year end is September 30. The audited financial statements for the period
from inception to September 30, 2006 and 2005 immediately follow. These
financial statements were prepared by Management and audited by James Stafford,
Chartered Accountants of Vancouver, British Columbia, Canada, an independent
certified public accountant.
Rose
Explorations Inc.
(A
Development Stage Company)
Financial
Statements
(Expressed
in U.S. Dollars)
30
September 2006
James
Stafford
James
Stafford
Chartered
Accountants*
Suite
350
- 1111 Melville Street
Vancouver,
British Columbia
Canada
V6E 3V6
Telephone
+1 604 669 0711
Facsimile
+1 604 669 0754
*
Incorporated professional
Report
of Independent Registered Public Accounting Firm
To
the Board of Directors and Stockholders of
Rose
Explorations Inc.
(A
Development Stage Company)
We
have
audited the balance sheets of
Rose
Explorations Inc.
as
at 30
September 2006 and 2005, and the related statements of operations and deficit,
changes in shareholder’s deficiency and cash flows for the period from 5
December 2003 (Date of Inception) to 30 September 2006 and for each of the
years
in the three-year period ended 30 September 2006. 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 standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of 30 September
2006
and 2005 and the results of its operations, changes in shareholder’s equity and
cash flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note
to
the
financial statements, conditions exist which raise substantial doubt about
the
Company’s ability to continue as a going concern unless it is able to generate
sufficient cash flows to meet its obligations and sustain its operations.
Management’s plans in regard to these matters are also described in Note
.
The
financial statements do not include any adjustments that might result from
the
outcome of this uncertainty.
“James
Stafford”
Vancouver,
Canada
Chartered
Accountants
26
October 2006
James
Stafford
James
Stafford
|
|
|
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Balance
Sheets
(Expressed
in U.S. Dollars)
|
|
|
As
at 30 September 2006
|
|
As
at 30 September 2005
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
Cash
and cash equivalents
|
|
3,000
|
|
1
|
|
|
|
|
|
|
|
|
|
3,000
|
|
1
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Current
|
|
|
|
|
|
Accounts
payable and accrued liabilities (Note
4
)
|
|
9,940
|
|
750
|
|
|
|
|
|
|
|
Stockholder’s
deficiency
|
|
|
|
|
|
Capital
stock
(Note
6
)
|
|
|
|
|
|
Authorized
|
|
|
|
|
|
75,000,000
of common shares, par value $0.001
|
|
|
|
|
|
Issued
and outstanding
|
|
|
|
|
|
2006
- 10,000,000 common shares, par value $0.001
|
|
|
|
|
|
2005
- 1 common share, par value $0.001
|
|
10,000
|
|
-
|
|
Additional
paid-in capital
|
|
24,000
|
|
1
|
|
Deficit,
accumulated during the development stage
|
|
(40,940)
|
|
(750)
|
|
|
|
|
|
|
|
|
|
(6,940)
|
|
(749)
|
|
|
|
|
|
|
|
|
|
3,000
|
|
1
|
Nature
and Continuance of Operations
(Note
1
)
On
behalf of the Board:
/s/
Greg Cowan
By:
Greg
Cowan, Director
The
accompanying notes are an integral part of these financial
statements
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Statements
of Operations
(Expressed
in U.S. Dollars)
|
|
For
the period from the date of inception on 5 December 2003 to 30 September
2006
|
|
For
the year ended 30 September 2006
|
|
For
the year ended 30 September 2005
|
|
For
the period from the date of inception on 5 December 2003 to 30 September
2004
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
Acquisition
of mineral property (Note
3
)
|
6,375
|
|
6,375
|
|
-
|
|
-
|
|
Exploration
and development (Note
3
)
|
6,125
|
|
6,125
|
|
|
|
|
|
Legal
and accounting
|
3,040
|
|
3,040
|
|
-
|
|
-
|
|
Licences
and permits
|
1,100
|
|
550
|
|
200
|
|
350
|
|
Management
fees (Notes
5
and
8
)
|
18,000
|
|
18,000
|
|
-
|
|
-
|
|
Registered
agent
|
300
|
|
100
|
|
100
|
|
100
|
|
Rent
(Notes
5
and
8
)
|
6,000
|
|
6,000
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
(40,940)
|
|
(40,190)
|
|
(300)
|
|
(450)
|
|
|
|
|
|
|
|
|
|
|
Basic
and diluted loss per common share
|
|
|
(0.006)
|
|
(300)
|
|
(450)
|
|
|
|
|
|
|
|
|
|
|
Weighted
average number of common shares used in per share
calculations
|
|
|
6,273,973
|
|
1
|
|
1
|
The
accompanying notes are an integral part of these financial
statements
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Statements
of Cash Flows
(Expressed
in U.S. Dollars)
|
|
|
For
the period from the date of inception on 5 December 2003 to 30 September
2006
|
|
For
the year ended 30 September 2006
|
|
For
the year ended 30 September 2005
|
|
For
the period from the date of inception on 5 December 2003 to 30 September
2004
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
Net
loss for the period
|
|
(40,940)
|
|
(40,190)
|
|
(300)
|
|
(450)
|
|
Adjustments
to reconcile loss to net cash used by operating activities
|
|
|
|
|
|
|
|
|
|
Contributions
to capital by related
parties
(Notes
5
and
8
)
|
|
24,000
|
|
24,000
|
|
-
|
|
-
|
|
Changes
in operating assets and liabilities
|
|
|
|
|
|
|
|
|
|
Increase
in accounts payable and accrued liabilities
|
|
9,940
|
|
9,190
|
|
300
|
|
450
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(7,000)
|
|
(7,000)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
Common
shares issued for cash
|
|
10,001
|
|
10,000
|
|
-
|
|
1
|
|
Common
shares redeemed
|
|
(1)
|
|
(1)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,000
|
|
9,999
|
|
-
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in cash and cash equivalents
|
|
3,000
|
|
2,999
|
|
-
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, beginning of period
|
|
-
|
|
1
|
|
1
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents, end of period
|
|
3,000
|
|
3,000
|
|
1
|
|
1
|
Supplemental
Disclosures with Respect to Cash Flows
(Note
8
)
The
accompanying notes are an integral part of these financial
statements
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Statements
of Changes in Stockholders’ Deficiency
(Expressed
in U.S. Dollars)
|
|
Number
of shares issued
|
Share
capital
|
Additional
paid in capital
|
Deficit,
accumulated during the development stage
|
Stockholder’s
deficiency
|
|
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 5 December 2003 (inception)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Common
share issued for cash ($1 per share) (Note
6
)
|
|
1
|
|
-
|
|
1
|
|
-
|
|
1
|
|
Net
loss for the period
|
|
-
|
|
-
|
|
-
|
|
(450)
|
|
(450)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 30 September 2004
|
|
1
|
|
-
|
|
1
|
|
(450)
|
|
(449)
|
|
Net
loss for the year
|
|
-
|
|
-
|
|
-
|
|
(300)
|
|
(300)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 30 September 2005
|
|
1
|
|
-
|
|
1
|
|
(750)
|
|
(749)
|
|
Common
shares issued for cash ($0.001 per share) (Note
6
)
|
|
10,000,000
|
|
10,000
|
|
-
|
|
-
|
|
10,000
|
|
Common
shares redeemed - cash ($1 per share) (Note
6
)
|
|
(1)
|
|
-
|
|
(1)
|
|
-
|
|
(1)
|
|
Contributions
to capital by related
Parties
- expenses (Notes
5
and
8
)
|
|
-
|
|
-
|
|
24,000
|
|
-
|
|
24,000
|
|
Net
loss for the year
|
|
-
|
|
-
|
|
-
|
|
(40,190)
|
|
(40,190)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at 30 September 2006
|
|
10,000,000
|
|
10,000
|
|
24,000
|
|
(40,940)
|
|
(6,940)
|
The
accompanying notes are an integral part of these financial
statements
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
30
September 2006
1.
Nature and Continuance of Operations
Rose
Explorations Inc. (the “Company”) was incorporated under the laws of the State
of Nevada on 5 December 2003. The Company changed its name to Rose Explorations
Inc. from Computer Maid, Inc. on 13 February 2006. The Company was incorporated
for the purpose to promote and carry on any lawful business for which a
corporation may be incorporated under the laws of the State of Nevada.
The
Company is a development stage enterprise, as defined in Financial Accounting
Standards Board No. 7. The Company is devoting all of its present efforts in
securing and establishing a new business, and its planned principle operations
have not commenced, and, accordingly, no revenue has been derived during the
organization period.
The
Company’s financial statements as at 30 September 2006 and for the year then
ended have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in
the
normal course of business. The Company has a loss of $40,190 for the year ended
30 September 2006 (2005 - $300, 2004 - $450) and has a working capital deficit
of $6,940 at 30 September 2006 (2005 - $749).
Management
cannot provide assurance that the Company will ultimately achieve profitable
operations or become cash flow positive, or raise additional debt and/or equity
capital. Management believes that the Company’s capital resources should be
adequate to continue operating and maintaining its business strategy during
the
fiscal year ending 30 September 2007. However, if the Company is unable to
raise
additional capital in the near future, due to the Company’s liquidity problems,
management expects that the Company will need to curtail operations, liquidate
assets, seek additional capital on less favourable terms and/or pursue other
remedial measures. These financial statements do not include any adjustments
related to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
At
30
September 2006, the Company had suffered losses from development stage
activities to date. Although management is currently attempting to implement
its
business plan, and is seeking additional sources of equity or debt financing,
there is no assurance these activities will be successful. Accordingly, the
Company must rely on its president to perform essential functions without
compensation until a business operation can be commenced. These factors raise
substantial doubt about the ability of the Company to continue as a going
concern. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
30
September 2006
2.
Significant Accounting Policies
The
following is a summary of significant accounting policies used in the
preparation of these financial statements.
Basis
of presentation
The
financial statements of the Company have been prepared in accordance with
accounting principles generally accepted in the United States of America
applicable to development stage enterprises, and are expressed in U.S. dollars.
The Company’s fiscal year end is 30 September.
Cash
and cash equivalents
Cash
and
cash equivalents include highly liquid investments with original maturities
of
three months or less.
Mineral
property costs
The
Company has been in the exploration stage since its formation on 5 December
2003
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are charged to operations
as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property, are capitalized. Such costs will
be
amortized using the units-of-production method over the estimated life of the
probable reserve.
Although
the Company has taken steps to verify title to mineral properties in which
it
has an interest, according to the usual industry standards for the stage of
exploration of such properties, these procedures do not guarantee the Company’s
title. Such properties may be subject to prior agreements or transfers and
title
may be affected by undetected defects.
Reclamation
costs
The
Company’s policy for recording reclamation costs is to record a liability for
the estimated costs to reclaim mined land by recording charges to production
costs for each tonne of ore mined over the life of the mine. The amount charged
is based on management’s estimation of reclamation costs to be incurred. The
accrued liability is reduced as reclamation expenditures are made. Certain
reclamation work is performed concurrently with mining and these expenditures
are charged to operations at that time.
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
30
September 2006
Long-lived
assets
In
accordance with SFAS No. 144,
Accounting
for Impairment or Disposal of Long-Lived Assets
,
the
carrying value of long-lived assets is reviewed on a regular basis for the
existence of facts or circumstance that may suggest impairment. The Company
recognized an impairment when the sum if the expected undiscounted future cash
flows is less than the carrying amount of the asset. Impairment losses, if
any,
are measured as the excess of the carrying amount of the asset over its
estimated fair value.
Financial
instruments
The
carrying value of cash, accounts payable and accrued liabilities, and due to
related parties approximates their fair value because of the short maturity
of
these instruments. The Company’s operations are in Canada and virtually all of
its assets and liabilities are giving rise to significant exposure to market
risks from changes in foreign currency rates. The Company’s financial risk is
the risk that arises from fluctuations in foreign exchange rates and the degree
of volatility of these rates. Currently, the Company does not use derivative
instruments to reduce its exposure to foreign currency risk.
Derivative
financial instruments
The
Company has not, to the date of these financial statements, entered into
derivative instruments to offset the impact of foreign currency
fluctuations.
Income
taxes
Deferred
income taxes are reported for timing differences between items of income or
expense reported in the financial statements and those reported for income
tax
purposes in accordance with SFAS No. 109,
Accounting
for Income Taxes
,
which
requires the use of the asset/liability method of accounting for income taxes.
Deferred income taxes and tax benefits are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases, and for tax loss and credit carry-forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The Company provides for deferred taxes for the estimated
future tax effects attributable to temporary differences and carry-forwards
when
realization is more likely than not.
Basic
and diluted net loss per share
The
Company computes net loss per share in accordance with SFAS No. 128,
Earnings
per Share
.
SFAS
No. 128 requires presentation of both basic and diluted earnings per share
(“EPS”) on the face of the income statement. Basic EPS is computed by dividing
net loss available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted EPS gives
effect to all potentially dilutive common shares outstanding during the period
using the treasury stock method and convertible preferred stock using the
if-converted method. In computing diluted EPS, the average stock price for
the
period is used in determining the number of shares assumed to be purchased
from
the exercise of stock options or warrants. Diluted EPS excludes all potentially
dilutive shares if their effect is anti-dilutive.
Comprehensive
loss
SFAS
No.
130,
Reporting
Comprehensive Income
,
establishes standards for the reporting and display of comprehensive loss and
its components in the financial statements. As at 30 September 2006, the Company
has no items that represent a comprehensive loss and, therefore, has not
included a schedule of comprehensive loss in the financial
statements.
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
30
September 2006
Segments
of an enterprise and related information
SFAS
No.
131,
Disclosures
about Segments of an Enterprise and Related Information
,
supersedes SFAS No. 14,
Financial
Reporting for Segments of a Business Enterprise
.
SFAS
131 establishes standards for the way that public companies report information
about operating segments in annual financial statements and requires reporting
of selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.
Start-up
expenses
The
Company has adopted Statement of Position No. 98-5,
Reporting
the Costs of Start-up Activities
,
which
requires that costs associated with start-up activities be expensed as
incurred. Accordingly, start-up costs associated with the Company's
formation have been included in the Company's general and administrative
expenses for the period from the date of inception on 14 August 2003 to 30
September 2006.
Foreign
currency translation
The
Company’s functional and reporting currency is in U.S. dollar. The financial
statements of the Company are translated to U.S. dollars in accordance with
SFAS
No. 52,
Foreign
Currency Translation
.
Monetary assets and liabilities denominated in foreign currencies are translated
using the exchange rate prevailing at the balance sheet date. Gains and losses
arising on translation or settlement of foreign currency denominated
transactions or balances are included in the determination of income. The
Company has not, to the date of these financial statements, entered into
derivative instruments to offset the impact of foreign currency fluctuations.
Use
of estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the amounts of assets and liabilities
and
disclosures of contingent assets and 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 these estimates.
Recent
accounting pronouncements
In
May
2005, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 154,
Accounting
Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS
No.
3
.
SFAS
No. 154 changes the requirements for the accounting for and reporting of a
change in accounting principle and applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. SFAS No. 154 requires retrospective application
to prior periods' financial statements of changes in accounting principle,
unless it is impracticable to determine either the period-specific effects
or
the cumulative effect of the change. The provisions of SFAS No. 154 are
effective for accounting changes and correction of errors made in fiscal years
beginning after 15 December 2005. The adoption of this standard is not expected
to have a material effect on the Company's results of operations or financial
position.
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
30
September 2006
In
March
2005, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 107 to give
guidance on the implementation of SFAS No. 123R. The Company will consider
SAB
No. 107 during implementation of SFAS No. 123R.
In
December 2004, the FASB issued SFAS No. 153,
Exchanges
of Nonmonetary Assets - An Amendment of APB Opinion No. 29
.
The
guidance in APB Opinion No. 29,
Accounting
for Nonmonetary Transactions
,
is
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. The guidance in that Opinion,
however, included certain exceptions to that principle. SFAS No. 153 amends
Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar
productive assets and replaces it with a general exception for exchanges of
nonmonetary assets that do not have commercial substance. A nonmonetary exchange
has commercial substance if the future cash flows of the entity are expected
to
change significantly as a result of the exchange. The provisions of SFAS No.
153
are effective for nonmonetary asset exchanges occurring in fiscal periods
beginning after 15 June 2005. Early application is permitted and companies
must
apply the standard prospectively. The adoption of this standard is not expected
to have a material effect on the Company's results of operations or its
financial position.
In
December 2004, the FASB issued SFAS No. 123R,
Share
Based Payment
.
SFAS
No. 123R is a revision of SFAS No. 123,
Accounting
for Stock-Based Compensation
,
and
supersedes APB Opinion No. 25,
Accounting
for Stock Issued to Employees
and its
related implementation guidance. SFAS No. 123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. It also addresses transactions in which an entity incurs
liabilities in exchange for goods or services that are based on the fair value
of the entity's equity instruments or that may be settled by the issuance of
those equity instruments. SFAS No. 123R focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No. 123R requires a public entity to measure the cost of
employee services received in exchange for an award of equity instruments based
on the grant-date fair value of the award (with limited exceptions). That cost
will be recognized over the period during which an employee is required to
provide service in exchange for the award - the requisite service period
(usually the vesting period). SFAS No. 123R requires that the compensation
cost
relating to share-based payment transactions be recognized in the financial
statements. That cost will be measured based on the fair value of the equity
or
liability instruments issued. Public entities that file as small business
issuers will be required to apply SFAS No. 123R in the first interim or annual
reporting period that begins after 15 December 2005. The adoption of this
standard is not expected to have a material effect on the Company's results
of
operations or its financial position.
The
FASB
has also issued SFAS No. 151 and 152, but they will not have an effect of the
financial reporting of the Company.
On
21
February 2006 the Company acquired an interest in a mineral claim located in
Clark County, Nevada (the “Rose Prospect Lode Mining Claim”). In May 2006 the
Company commissioned a geological evaluation report of the Rose Prospect Lode
Mining Claim and in June 2006 commissioned a Phase I work program as recommended
by an evaluation report. During the Phase I work program the Company staked
a
second claim adjacent to the west of the Rose Lode Claim to cover other
indicated mineralized zones observed in that area (the “Rose Prospect II Lode
Mining Claim”).
Expenditures
related to the Rose Prospect Lode Mining Claim property for the year ended
30
September 2006 consist of acquisition costs of $6,375 (2005 - $Nil, 2004 -
$Nil,
cumulative - $6,375) and consulting fees of $6,125 (2005 - $Nil, 2004 - $Nil,
cumulative - $6,125).
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
30
September 2006
4.
Accounts
Payable and Accrued Liabilities
Accounts
payable and accrued liabilities are non-interest bearing, unsecured and have
settlement dates within one year.
During
the year ended 30 September 2006, an officer and director of the Company made
contributions to capital for management fees in the amount of $18,000 (2005
-
$Nil, 2004 - $Nil) and rent in the amount of $6,000 (2005 - $Nil, 2004 -
$Nil).
Authorized
capital stock consists of 75,000,000 common shares with a par value of $0.001
per common share. The total issued and outstanding capital stock is 10,000,000
common shares with a par value of $0.001 per common share.
|
i.
|
On
3 December 2003, 1 common share of the Company was issued for cash
proceeds of $1.
|
|
ii.
|
On
1 January 2006, 10,000,000 common shares were issued to an officer
and
director of the Company for cash proceeds of
$10,000.
|
|
iii.
|
On
1 January 2006, 1 common share of the Company was redeemed for proceeds
of
$1. This common share was cancelled on the same
date.
|
The
Company has losses carried forward for income tax purposes to 30 September
2006.
There are no current or deferred tax expenses for the year ended 30 September
2006 due to the Company’s loss position. The Company has fully reserved for any
benefits of these losses. The deferred tax consequences of temporary differences
in reporting items for financial statement and income tax purposes are
recognized, as appropriate. Realization of the future tax benefits related
to
the deferred tax assets is dependent on many factors, including the Company’s
ability to generate taxable income within the net operating loss carryforward
period. Management has considered these factors in reaching its conclusion
as to
the valuation allowance for financial reporting purposes.
The
provision for refundable federal income tax consists of the
following:
|
|
|
For
the year ended September 2006
|
|
For
the year ended September 2005
|
|
For
the period from the date of inception on 5 December 2003 to 30 September
2004
|
|
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
tax asset attributable to:
|
|
|
|
|
|
|
|
Current
operations
|
|
13,920
|
|
102
|
|
153
|
|
Contributions
to capital by related parties
|
|
(8,160)
|
|
-
|
|
-
|
|
Less:
Change in valuation allowance
|
|
(5,760)
|
|
(102)
|
|
(153)
|
|
|
|
|
|
|
|
|
|
Net
refundable amount
|
|
-
|
|
-
|
|
-
|
The
accompanying notes are an integral part of these financial
statements.
Rose
Explorations Inc.
(A
Development Stage Company)
Notes
to
Financial Statements
(Expressed
in U.S. Dollars)
30
September 2006
The
composition of the Company’s deferred tax assets as at 30 September 2006, 2005
and 2004 are as follows:
|
|
|
As
at 30 September 2006
|
|
As
at 30 September 2005
|
|
As
at 30 September 2004
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Net
income tax operating loss carryforward
|
|
40,940
|
|
300
|
|
450
|
|
|
|
|
|
|
|
|
|
Statutory
federal income tax rate
|
|
34%
|
|
34%
|
|
34%
|
|
Contributed
rent and services
|
|
-19.93%
|
|
0%
|
|
0%
|
|
Effective
income tax rate
|
|
0%
|
|
0%
|
|
0%
|
|
|
|
|
|
|
|
|
|
Deferred
tax assets
|
|
5,760
|
|
102
|
|
153
|
|
Less:
Valuation allowance
|
|
(5,760)
|
|
(102)
|
|
(153)
|
|
|
|
|
|
|
|
|
|
Net
deferred tax asset
|
|
-
|
|
-
|
|
-
|
The
potential income tax benefit of these losses has been offset by a full valuation
allowance.
As
at 30
September 2006, the Company has an unused net operating loss carry-forward
balance of approximately $16,940 that is available to offset future taxable
income. This unused net operating loss carry-forward balance expires between
2024 and 2026.
|
|
|
2006
|
|
2005
|
|
2004
|
|
|
|
$
|
|
$
|
|
$
|
|
|
|
|
|
|
|
|
|
Cash
paid during the year for interest
|
|
-
|
|
-
|
|
-
|
|
Cash
paid during the year for income taxes
|
|
-
|
|
-
|
|
-
|
During
the year ended 30 September 2006, an officer and director of the Company made
contributions to capital for management fees in the amount of $18,000 (2005
-
$Nil, 2004 - $Nil) and rent in the amount of $6,000 (2005 - $Nil, 2004 -
$Nil).
The
accompanying notes are an integral part of these financial
statements.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The
Registrant has authority under Nevada General Corporation Law to indemnify
its
directors and officers to the extent provided in such statute. The Registrant's
Articles of Incorporation, as amended, provide that the Registrant shall
indemnify its executive officers and directors to the fullest extent permitted
by law either now or hereafter.
At
present, there is no pending litigation or proceeding involving a director
or
officer of the Registrant as to which indemnification is being sought, nor
is
the Registrant aware of any threatened litigation that may result in claims
for
indemnification
by any officer or director.
ITEM
25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
Registrant estimates that expenses payable by the Registrant in connection
with
the offering described in this registration statement will be as
follows:
|
Securities
and Exchange Commission registration fee
|
$
10.70
|
|
Printing
expenses
|
500.00
|
|
Accounting
fees and expenses
|
5,000.00
|
|
Legal
fees and expenses
|
4,000.00
|
|
Fees
and expenses for qualification under state securities laws
|
2,500.00
|
|
Registrar
and Transfer Agent's fees and expenses
|
1,500.00
|
|
Miscellaneous
|
1,489.30
|
|
Total
|
$15,000.00
|
All
amounts except the Securities and Exchange Commission registration fee are
estimated.
The
Company is paying all of the expenses related to the offering of the securities
being registered in this registration statement.
ITEM
26. RECENT SALES OF UNREGISTERED SECURITIES.
In
January 2006, a total of 10,000,000 shares of our restricted common stock were
sold to Greg Cowan, an officer and director, in exchange for $.001 par per
share, for a total of $10,000 in cash. The transactions was conducted in
reliance upon an exemption from registration provided under Section 4(2) of
the
Securities Act of 1933, based upon the fact that the sales were made by the
Issuer in transactions not involving a public offering.
ITEM
27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
Exhibits:
<R>
The
exhibits listed below and required to be included in this filing can be found
in
their entirety in our original Form SB-2 registration statement, filed on
January 3, 2007, under our SEC File No. 333-140299, and are incorporated herein
by this reference. </R>
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EXHIBIT
|
DESCRIPTION
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3.1
|
Articles
of Incorporation
|
|
3.2
|
Bylaws
|
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5
(23)
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Opinion
and Consent of Legal Counsel
|
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10.1
|
Purchase
Agreement Rose Prospect Lode Claim
|
|
23
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Consent
of James Stafford, Chartered
Accountants
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ITEM
28. UNDERTAKINGS
I.
The
undersigned Registrant hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii)
To
reflect in the prospectus any facts or events which, individually or together,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii)
To
include any additional or changed material information with respect to the
plan
of distribution; and
(2)
That,
for the purpose of determining any liability under the Securities Act, each
such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b)
The
undersigned Registrant hereby undertakes to provide to the purchasers in this
offering certificates in such denominations and registered in such names as
required to permit prompt delivery to each purchaser.
(c)
Insofar as indemnification for liabilities arising under the Securities Act
of
1933 (the Act) may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
In
the
event that a claim for indemnification against such liabilities (other than
the
payment by the Registrant of expenses incurred or paid by a director, officer
or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the
Securities
Act and will be governed by the final adjudication of such issue.
(d)
The
undersigned Registrant hereby undertakes that:
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(1)
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For
purposes of determining any liability under the Securities Act, 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 the Registrant pursuant to Rule 424(b) (1),
or (4)
or 497(h) under the Securities Act shall be deemed to be part of
the
registration statement as of the time it was declared
effective.
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(2)
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For
the purpose of determining any liability under the Securities Act,
each
post-effective amendment that contains a form of prospectus shall
be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be
deemed to be the initial bona fide offering
thereof.
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The
accompanying notes are an integral part of these financial
statements.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this
registration statement to be signed on its behalf by the undersigned in the
City of Vancouver, Province of British Columbia, Canada, on the 10th day of
February, 2007.
Rose
Exploration Inc., a Nevada corporation, Registrant
/s/
Greg Cowan
By:
Greg Cowan,
President, Secretary, Treasurer, Principal Accounting Officer and
Chairman of the Board of Directors
In
accordance with the requirements of the Securities
Act of 1933, this registration statement has been signed by the following
persons in the capacities and on the dates stated.
/s/
Greg Cowan, President, Secretary,
Treasurer, Principal Accounting Officer and Director
February
10,
2007
By:
Greg Cowan
/s/
Rex S. Pegg, Vice President of Exploration and
Director
February 10, 2007
By:
Rex
S. Pegg