DELAWARE
|
----
|
|
(State
of Incorporation)
|
(Primary
Standard
Classification
Code)
|
(IRS
Employer ID No.)
|
Class
Of
Securities
to be Registered
|
Amount
to be Registered
|
Proposed
Maximum
Aggregate
Offering
Price
per
share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of Title of Each Registration fee
|
|
|
|
|
|
Common
Stock, par value $0.001
|
6,059,000
|
$0.30
|
$1,817,700
|
$55.80
|
ABOUT
OUR COMPANY
|
1
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HOW
OUR COMPANY IS ORGANIZED
|
1
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SUMMARY
FINANCIAL DATA
|
2
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|
WHERE
YOU CAN FIND US .
|
3
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RISK
FACTORS
|
3
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|
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SPECIAL
INFORMATION REGARDING FORWARD LOOKING STATEMENTS
|
6
|
|
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USE
OF PROCEEDS
|
6
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PENNY
STOCK CONSIDERATIONS
|
6
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MANAGEMENT’S
DISCUSSION AND ANALYSIS
|
7
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DISCRIPTION
OF BUSINESS
|
9
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DESCRIPTION
OF PROPERTY
|
15
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MANAGEMENT
|
15
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PRINCIPAL
STOCKHOLDERS
|
16
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|
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SELLING
STOCKHOLDERS
|
20
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PLAN
OF DISTRIBUTION
|
21
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
|
22
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|
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DESCRIPTION
OF SECURITIES
|
22
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INDEMNIFICATION
OF DIRECTORS AND OFFICERS
|
23
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TRANSFER
AGENT
|
24
|
|
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LEGAL
MATTERS
|
24
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|
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EXPERTS
|
24
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|
|
INDEX
TO FINANCIAL STATEMENTS
|
F-1
|
Statement
of Operations Data:
|
From
Inception (April 11, 2006)
Through
March
31, 2007
|
From
Inception (April 11, 2006)
Through
December
31, 2006
|
|||||
|
|
|
|||||
REVENUE
|
$
|
0
|
0
|
||||
|
|||||||
GROSS
PROFIT OR (LOSS)
|
$
|
0
|
0
|
||||
|
|||||||
GENERAL
AND ADMINISTRATIVE EXPENSES
|
$
|
13,130
|
12,607
|
||||
|
|||||||
GENERAL
EXPLORATION
|
$
|
75,000
|
75,000
|
||||
|
|||||||
OPERATING
LOSS
|
$
|
(88,130
|
)
|
(88,130
|
)
|
|
As
of
December
31, 2006(Audited)
|
As
of
March
31, 2007(unaudited)
|
|||||
|
|
|
|||||
Balance
Sheet Data:
|
|
|
|||||
|
|
|
|||||
Cash
|
$
|
4,893
|
22,570
|
||||
Receivables
|
$
|
0
|
0
|
||||
Property
and Equipment
|
$
|
0
|
0
|
||||
|
|||||||
Total
Assets
|
$
|
4,893
|
22,570
|
||||
|
|||||||
Accounts
Payable
|
$
|
20,000
|
20,000
|
||||
Accrued
Expenses
|
$
|
2,500
|
3,000
|
||||
|
|||||||
Stockholders
Equity
|
$
|
(17,607
|
)
|
(430
|
)
|
||
|
|||||||
Total
Liabilities and Equity
|
$
|
4,893
|
22,570
|
-
|
our
ability to locate a profitable mineral property
|
-
|
our
ability to generate revenues by developing and marketing the minerals
that
may be found in such property.
|
-
|
our
ability to raise the capital necessary to continue exploration
of the
property.
|
•
|
B.C.
Mineral potential is good
|
•
|
B.C.
Has untapped reserves of metals
|
•
|
Competitive
taxes
|
•
|
Streamlined
regulatory requirements
|
•
|
Electricity
rates are among the lowest in North America
|
•
|
Highly
skilled work force
|
•
|
Well
developed infrastructure
|
Item
Description
|
Cost
Estimate
|
Helicopter
support (6 hrs x $1,000/hr)
|
$6,000
|
Labour
(2 tech. x 7 days @ $350/day)
|
$4,900
|
Sample
Analyses (100 soil + 50 rock @ $30/sample)
|
$4,500
|
Room
and board
|
$2,000
|
Mob./Demob.
+ truck + fuel
|
$3,000
|
Report
and drafting
|
$5,000
|
10%
contingency
|
$2,500
|
Total
|
$27,900
|
|
ROUNDED
= $30,000
|
Option
Payments
|
||
|
|
|
Payment
|
Amount
|
Status/Date
Due
|
Initial
|
$55,000
|
Paid
|
Final
|
$20,000
|
May
15, 2008
|
Total
|
$75,000
|
|
Name
|
Record
Number
|
Units
|
WILLOW
|
530309
|
183.83
|
Annual
Assessment Work and Filing Fees
|
|||
|
|
|
|
Date
|
Assessment
per ha
|
Filing
Fee per ha
|
Total
Cdn$
|
|
$4.00
|
$0.40
|
$1966.80
|
•
|
B.C.
Mineral potential is good
|
•
|
B.C.
Has untapped reserves of metals
|
•
|
Competitive
taxes
|
•
|
Streamlined
regulatory requirements
|
•
|
Electricity
rates are among the lowest in North America
|
•
|
Highly
skilled work force
|
•
|
Well
developed infrastructure
|
Item
Description
|
Cost
Estimate
|
Helicopter
support (6 hrs x $1,000/hr)
|
$6,000
|
Labour
(2 tech. x 7 days @ $350/day)
|
$4,900
|
Sample
Analyses (100 soil + 50 rock @ $30/sample)
|
$4,500
|
Room
and board
|
$2,000
|
Mob./Demob.
+ truck + fuel
|
$3,000
|
Report
and drafting
|
$5,000
|
10%
contingency
|
$2,500
|
Total
|
$27,900
|
|
ROUNDED
= $30,000
|
Item
Description
|
Cost
Estimate
|
Helicopter
support (6 hrs x $1,000/hr)
|
$6,000
|
Labour
(2 tech. x 7 days @ $350/day)
|
$4,900
|
Sample
Analyses (100 soil + 50 rock @ $30/sample)
|
$4,500
|
Room
and board
|
$2,000
|
Mob./Demob.
+ truck + fuel
|
$3,000
|
Report
and drafting
|
$5,000
|
10%
contingency
|
$2,500
|
Total
|
$27,900
|
|
ROUNDED
= $30,000
|
Option
Payments
|
||
|
|
|
Payment
|
Amount
|
Status/Date
Due
|
Initial
|
$
55,000
|
Paid
|
Final
|
$
20,000
|
May
15, 2008
|
Total
|
$
75,000
|
|
|
1.
|
Charges
for treatment in the smelting and refining processes (including
handling,
processing, interest and provisional settlement fees, sampling,
assaying
and representation costs; penalties and other processor deductions);
|
|
2.
|
Actual
costs of transportation (including freight, insurance, security,
transaction taxes, handling, port, demurrage, delay and forwarding
expenses incurred by reason of or in the course of such transportation)
of
Minerals concentrates or dore metal from the Property to the place
of
treatment, including any costs incurred by Grantee for transportation
of
such Minerals concentrates and dore metal from the Property to
the place
of sale;
|
|
3.
|
Actual
sales and brokerage costs on Minerals for which the Net Smelter
Returns
royalty is payable; and
|
|
4.
|
Sales
and use taxes applicable under local, Province and federal law
assessed on
the sale of the Minerals on which the Net Smelter Returns Royalty
is
payable (other than taxes based upon income).
|
Name
|
Record
Number
|
Units
|
WILLOW
|
530309
|
183.83
|
Name
|
Age
|
Position
|
Terry
Hughes
|
|
President/Chief
Executive Officer, Chief Financial Officer, Secretary,
Treasurer/Director
|
(i)
|
the
preparation of our annual financial statements in collaboration
with our
independent accountants;
|
(ii)
|
annual
review of our financial statements and annual report;
and
|
(ii)
|
all
contracts between us and our officer, Director and other affiliates.
The
Audit Committee, like most independent committees of public companies,
does not have explicit authority to veto any actions of the entire
Board
of Directors relating to the foregoing or other matters; however,
our
senior management, recognizing their own fiduciary duty to us and
our
stockholders, is committed not to take any action contrary to the
recommendation of the Audit Committee in any matter within the
scope of
its review.
|
ANNUAL
COMPENSATION
|
LONG
TERM COMPENSATION
|
|
|||||||||
NAME
|
TITLE
|
YEAR
|
SALARY
|
BONUS
|
OTHER
ANNUAL COMPENSATION
|
RESTRICTED
OPTION
STOCKS/
PAYOUTS
AWARDED
|
SARS
($)
|
LTIP
COMPENSATION
|
ALL
OTHER COMPENSATION
|
||
Terry
Hughes
|
President
CEO
and
Chairman
|
2006
|
$0
|
0
|
0
|
0
(1)
|
0
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Mr. Hughes
received 10,000,000 founders’ shares for services rendered to us. He will
not receive such compensation in the
future.
|
NAME
AND ADDRESS OF
BENEFICIAL
OWNER (1)
|
AMOUNT
AND NATURE OF
BENEFICIAL
OWNERSHIP
|
PERCENT
OF OUTSTANDING
SHARES
|
|
|
|
5%
STOCKHOLDERS, DIRECTOR AND NAMED EXECUTIVE OFFICER
|
|
|
|
|
|
TERRY
HUGHES
ADDRESS
|
10,000,000
|
62.3%
|
|
|
|
OFFICERS
AND DIRECTORS
AS
A GROUP (1 in number)
|
10,000,000
|
62.3%
|
Name
of Selling Stockholder
|
Shares
of Common Stock Owned Prior To Offering
|
Percent
of Common Stock Owned Prior to Offering (2)
|
Shares
of Common Stock To Be Sold(1)
|
Shares
of Common Stock Owned After Offering
|
Doug
Black
|
2,000
|
.012%
|
2,000
|
0
|
Michael
Stewart
|
2,000
|
.012%
|
2,000
|
0
|
Raymond
Griffith
|
2,000
|
.012%
|
2,000
|
0
|
Sherie
Casie Thiesen-Kennedy
|
2,000
|
.012%
|
2,000
|
0
|
Jodi
Blain
|
2,000
|
.012%
|
2,000
|
0
|
Kim
Blain
|
2,000
|
.012%
|
2,000
|
0
|
Jenny
Olinyk
|
2,000
|
.012%
|
2,000
|
0
|
Paul
Smedman
|
2,000
|
.012%
|
2,000
|
0
|
Drew
Parker
|
1,000
|
.006%
|
1,000
|
0
|
Shirley
Hawthorne
|
1,000
|
.006%
|
1,000
|
0
|
Krista
Hawthorne
|
1,000
|
.006%
|
1,000
|
0
|
Glenn
Chivers
|
1,000
|
.006%
|
1,000
|
0
|
William
McRorie
|
1,000
|
.006%
|
1,000
|
0
|
Cherith
Richardson
|
1,000
|
.006%
|
1,000
|
0
|
Jeffrey
Hennig
|
2,000
|
.012%
|
2,000
|
0
|
Jim
Bleasdale
|
2,000
|
.012%
|
2,000
|
0
|
Al
Johnston
|
2,000
|
.012%
|
2,000
|
0
|
Tracey
Stewart
|
2,000
|
.012%
|
2,000
|
0
|
Sherry
Powers
|
2,000
|
.012%
|
2,000
|
0
|
Dave
Swan
|
2,000
|
.012%
|
2,000
|
0
|
Guy
Brenner
|
2,000
|
.012%
|
2,000
|
0
|
Ronald
Mason
|
1,000
|
.006%
|
1,000
|
0
|
Christopher
Albrecht
|
2,000
|
.012%
|
2,000
|
0
|
Rosemary
Gallagher
|
1,000
|
.006%
|
1,000
|
0
|
William
Weeds
|
1,000
|
.006%
|
1,000
|
0
|
Bernice
Phemister
|
1,000
|
.006%
|
1,000
|
0
|
William
Phemister
|
1,000
|
.006%
|
1,000
|
0
|
Jeanette
Rawson
|
1,000
|
.006%
|
1,000
|
0
|
Denny
Taylor
|
1,000
|
.006%
|
1,000
|
0
|
Andrew
Mercer
|
1,000
|
.006%
|
1,000
|
0
|
Christina
Dwane
|
1,000
|
.006%
|
1,000
|
0
|
Rick
Van Poele
|
1,000
|
.006%
|
1,000
|
0
|
Mathew
Dwane
|
1,000
|
.006%
|
1,000
|
0
|
Stan
Obrien
|
1,000
|
.006%
|
1,000
|
0
|
Tara
Rice
|
1,000
|
.006%
|
1,000
|
0
|
Carol
Marks
|
1,000
|
.006%
|
1,000
|
0
|
Joan
Wright
|
1,000
|
.006%
|
1,000
|
0
|
Richard
Ryan
|
1,000
|
.006%
|
1,000
|
0
|
Kathleen
Landry
|
1,000
|
.006%
|
1,000
|
0
|
Gordon
Ford
|
1,000
|
.006%
|
1,000
|
0
|
Bruce
Wright
|
1,000
|
.006%
|
1,000
|
0
|
Brian
Lee
|
1,000
|
.006%
|
1,000
|
0
|
Brigitte
Rice
|
1,000
|
.006%
|
1,000
|
0
|
Ashley
Rawson
|
750,000
|
4.7%
|
750,000
|
0
|
Barbara
Mathews
|
500,000
|
3.1%
|
500,000
|
0
|
Rick
Blain
|
200,000
|
1.2%
|
200,000
|
0
|
Angela
Jones
|
200,000
|
1.2%
|
200,000
|
0
|
Remo
Faedo
|
200,000
|
1.2%
|
200,000
|
0
|
Leslie
Walker
|
250,000
|
1.6%
|
250,000
|
0
|
Robert
Suzukovich
|
750,000
|
4.7%
|
750,000
|
0
|
Jim
McInally
|
750,000
|
4.7%
|
750,000
|
0
|
Margaret
Hassler
|
500,000
|
3.1%
|
500,000
|
0
|
Jack
Cliffe
|
500,000
|
3.1%
|
500,000
|
0
|
Valerie
Parker
|
400,000
|
2.5%
|
400,000
|
0
|
David
Perterson
|
750,000
|
4.7%
|
750,000
|
0
|
(1)
|
Assumes
that all of the shares of common stock offered in this prospectus
are sold
and no other shares of common stock are sold or issued during the
offering
period.
|
(2)
|
Based
on 16,059,000 shares outstanding as of May 23,
2007
|
-
|
has
had a material relationship with us other than as a shareholder
at any
time within the past three years; or
|
|
|
-
|
has
ever been one of our Officers or Directors or an officer or director
of
our predecessors or affiliates
|
|
|
-
|
are
broker-dealers or affiliated with
broker-dealers.
|
o
|
ordinary
brokers transactions, which may include long or short
sales,
|
|
|
o
|
transactions
involving cross or block trades on any securities or market where
our
common stock is trading,
|
|
|
o
|
purchases
by brokers or dealers as principal and resale by such purchasers
for their
own accounts pursuant to this
prospectus,
|
o
|
in
other ways not involving market makers or established trading
markets,
including direct sales to purchasers or sales effected through
agents,
|
|
|
o
|
through
transactions in options, swaps or other derivatives (whether
exchange
listed or otherwise), or
|
|
|
o
|
any
combination of the foregoing.
|
o
|
for
any breach of a director’s duty of loyalty to the corporation of its
stockholders,
|
|
|
o
|
for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
|
|
|
o
|
pursuant
to Section 174 of the DGCL (providing for liability of directors
for
unlawful payment of dividends or unlawful stock purchases or redemptions),
or
|
|
|
o
|
for
any transaction from which a director derived an improper personal
benefit.
|
PAGE | |
Financial
Statements As of March 31, 2007
|
F-1
|
Balance
Sheet As of March 31, 2007
|
F-3
|
Statement
of
Operations For the Three
months ended March 31, 2007 and From
inception (April 11, 2006) through March 31,
2007
|
F-4
|
Statement
of
Stockholders' Equity As
of March 31, 2007
|
F-5
|
Statement
of
Cash Flows For the Three
months ended March 31, 2007 and From
inception (April 11, 2006) through March 31,
2007
|
F-6
|
Footnotes
to
Financial Statements As of March 31, 2007
|
F-7
- F-11
|
Financial
Statements As of December 31, 2006
|
F-12
|
Independent Auditors Report |
F-13
|
Balance Sheet As of December 31, 2006 |
F-14
|
Statement of Operations From inception (April 11, 2006) through December 31, 2006 |
F-15
|
Statement of Stockholders' Equity As of December 31, 2006 |
F-16
|
Statement of Cash Flows From inception (April 11, 2006) through December 31, 2006 |
F-17
|
Footnotes to Financial Statements As of December 31, 2006 |
F-18
- F-22
|
SUSTUT
EXPLORATION, INC.
|
|||||||
(an
exploration stage company)
|
|||||||
BALANCE
SHEET
|
|||||||
As
of March 31, 2007
|
|||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
3/31/2007
|
12/31/2006
|
|||||
Cash
|
$
|
22,570
|
$
|
4,893
|
|||
Total
Current Assets
|
22,570
|
4,893
|
|||||
TOTAL
ASSETS
|
$
|
22,570
|
$
|
4,893
|
|||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accrued
Expenses
|
$
|
3,000
|
$
|
2,500
|
|||
Total
Current Liabilities
|
3,000
|
2,500
|
|||||
LONG-TERM
LIABILITIES
|
|||||||
Payable
agreement for claim rights
|
20,000
|
20,000
|
|||||
TOTAL
LIABILITIES
|
$
|
23,000
|
$
|
22,500
|
|||
STOCKHOLDERS'
EQUITY
|
|||||||
Common
Stock, $.001 par value
|
|||||||
Authorized: 200,000,000
|
|||||||
Issued: 16,059,000
|
16,059
|
16,000
|
|||||
Additional
paid in capital
|
71,641
|
54,000
|
|||||
Accumulated
deficit during development stage
|
(88,130
|
)
|
(87,607
|
)
|
|||
Total
Stockholders' Equity
|
(430
|
)
|
(17,607
|
)
|
|||
TOTAL
LIABILITIES AND EQUITY
|
$
|
22,570
|
$
|
4,893
|
|||
SUSTUT
EXPLORATION, INC.
|
|||||||
(an
exploration stage company)
|
|||||||
STATEMENT
OF OPERATIONS
|
|||||||
Three
months ended March 31, 2007
|
|||||||
From
inception (April 11, 2006) through March 31, 2007
|
|||||||
AS
OF
|
FROM
|
||||||
MARCH
2007
|
INCEPTION
|
||||||
REVENUE
|
$
|
-
|
$
|
-
|
|||
COST
OF SERVICES
|
-
|
-
|
|||||
GROSS
PROFIT OR (LOSS)
|
-
|
-
|
|||||
GENERAL
AND ADMINISTRATIVE EXPENSES
|
523
|
13,130
|
|||||
GENERAL
EXPLORATION
|
-
|
75,000
|
|||||
OPERATING
INCOME
|
(523
|
)
|
(88,130
|
)
|
|||
ACCUMULATED
DEFICIT, BEGINNING
|
(87,607
|
)
|
-
|
||||
ACCUMULATED
DEFICIT, ENDING
|
$
|
(88,130
|
)
|
$
|
(88,130
|
)
|
|
Earnings
(loss) per share, basic
|
$
|
(0.00
|
)
|
||||
Weighted
average number of common shares
|
16,049,200
|
||||||
SUSTUT
EXPLORATION, INC.
|
||||||||||||||||
(an
exploration stage company)
|
||||||||||||||||
STATEMENT
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||
As
of March 31, 2007
|
||||||||||||||||
ADDITIONAL
|
||||||||||||||||
COMMON
|
PAR
|
PAID
IN
|
ACCUM.
|
TOTAL
|
||||||||||||
STOCK
|
VALUE
|
CAPITAL
|
DEFICIT
|
EQUITY
|
||||||||||||
Common
stock issued for compensation
|
||||||||||||||||
April 11, 2006 at $0.001 per share
|
10,000,000
|
10,000
|
-
|
-
|
10,000
|
|||||||||||
Common
stock issued for cash
|
||||||||||||||||
April 16, 2006 at $0.01
|
||||||||||||||||
per share on private placement
|
6,000,000
|
6,000
|
54,000
|
-
|
60,000
|
|||||||||||
Net
income (loss)
|
- | - | - |
(87,607
|
)
|
(87,607
|
)
|
|||||||||
Balance,
December 31, 2006
|
16,000,000
|
$
|
16,000
|
$
|
54,000
|
$
|
(87,607
|
)
|
$
|
(17,607
|
)
|
|||||
Common
stock issued for cash
|
59,000
|
59
|
17,641
|
17,700
|
||||||||||||
February 21, 2007 at $0.30
|
||||||||||||||||
per share on private placement
|
||||||||||||||||
Net
income (loss)
|
- | - | - |
(523
|
)
|
(523
|
)
|
|||||||||
Balance,
March 31, 2007
|
-
|
$
|
16,059
|
$
|
71,641
|
$
|
(88,130
|
)
|
$
|
(430
|
)
|
|||||
SUSTUT
EXPLORATION, INC.
|
|||||||
(an
exploration stage company)
|
|||||||
STATEMENTS
OF CASH FLOWS
|
|||||||
Three
months ended March 31, 2007
|
|||||||
From
inception (April 11, 2006) through March 31, 2007
|
|||||||
THREE
MONTHS
|
FROM
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
March
31, 2007
|
INCEPTION
|
|||||
Net
income (loss)
|
$
|
(523
|
)
|
$
|
(88,130
|
)
|
|
Adjustments
to reconcile net income to net cash
|
|||||||
provided
by (used in) operating activities:
|
|||||||
Stock
issued in the form of compensation
|
-
|
10,000
|
|||||
Increase
(Decrease) in Accrued Expenses
|
500
|
3,000
|
|||||
Increase
(Decrease) in claims payable
|
-
|
20,000
|
|||||
Total
adjustments to net income
|
500
|
33,000
|
|||||
Net
cash provided by (used in) operating activities
|
(23
|
)
|
(55,130
|
)
|
|||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|||||||
None
|
-
|
-
|
|||||
Net
cash flows provided by (used in) investing activities
|
-
|
-
|
|||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
Proceeds
from stock issuance
|
17,700
|
77,700
|
|||||
Net
cash provided by (used in) financing activities
|
17,700
|
77,700
|
|||||
CASH
RECONCILIATION
|
|||||||
Net
increase (decrease) in cash
|
17,677
|
22,570
|
|||||
Cash
- beginning balance
|
4,893
|
-
|
|||||
CASH
BALANCE END OF PERIOD
|
$
|
22,570
|
$
|
22,570
|
|||
SUSTUT
EXPLORATION, INC.
|
||||
(an
exploration stage company)
|
||||
BALANCE
SHEET
|
||||
As
of December 31, 2006
|
||||
ASSETS
|
||||
CURRENT
ASSETS
|
12/31/2006
|
|||
Cash
|
$
|
4,893
|
||
Total
Current Assets
|
4,893
|
|||
TOTAL
ASSETS
|
$
|
4,893
|
||
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||||
CURRENT
LIABILITIES
|
||||
Accrued
Expenses
|
$
|
2,500
|
||
Total
Current Liabilities
|
2,500
|
|||
LONG-TERM
LIABILITIES
|
||||
Payable
agreement for claim rights
|
20,000
|
|||
TOTAL
LIABILITIES
|
$
|
22,500
|
||
STOCKHOLDERS'
EQUITY
|
||||
Common
Stock, $.001 par value
|
||||
Authorized:
200,000,000
|
||||
Issued:
16,000,000
|
16,000
|
|||
Additional
paid in capital
|
54,000
|
|||
Accumulated
deficit during development stage
|
(87,607
|
)
|
||
Total
Stockholders' Equity
|
(17,607
|
)
|
||
TOTAL
LIABILITIES AND EQUITY
|
$
|
4,893
|
||
SUSTUT
EXPLORATION, INC.
|
||||
(an
exploration stage company)
|
||||
STATEMENT
OF OPERATIONS
|
||||
From
inception (April 11, 2006) through December 31,
2006
|
||||
FROM
|
||||
INCEPTION
|
||||
REVENUE
|
$
|
-
|
||
COST
OF SERVICES
|
-
|
|||
GROSS
PROFIT OR (LOSS)
|
-
|
|||
GENERAL
AND ADMINISTRATIVE EXPENSES
|
12,607
|
|||
GENERAL
EXPLORATION
|
75,000
|
|||
OPERATING
INCOME
|
(87,607
|
)
|
||
ACCUMULATED
DEFICIT, BEGINNING
|
-
|
|||
ACCUMULATED
DEFICIT, ENDING
|
$
|
(87,607
|
)
|
|
Earnings
(loss) per share, basic
|
$
|
(0.01
|
)
|
|
Weighted
average number of common shares
|
11,333,333
|
|||
SUSTUT
EXPLORATION, INC.
|
||||||||||||||||
(an
exploration stage company)
|
||||||||||||||||
STATEMENT
OF STOCKHOLDERS' EQUITY
|
||||||||||||||||
As
of December 31, 2006
|
||||||||||||||||
ADDITIONAL
|
||||||||||||||||
COMMON
|
PAR
|
PAID
IN
|
ACCUM.
|
TOTAL
|
||||||||||||
STOCK
|
VALUE
|
CAPITAL
|
DEFICIT
|
EQUITY
|
||||||||||||
Common
stock issued for compensation
|
||||||||||||||||
April 11, 2006 at $0.001 per share
|
10,000,000
|
10,000
|
-
|
-
|
10,000
|
|||||||||||
Common
stock issued for cash
|
||||||||||||||||
April 16, 2006 at $0.01
|
||||||||||||||||
per share on private placement
|
6,000,000
|
6,000
|
54,000
|
-
|
60,000
|
|||||||||||
Net
income (loss)
|
- | - | - |
(87,607
|
)
|
(87,607
|
)
|
|||||||||
Balance,
December 31, 2006
|
16,000,000
|
$
|
16,000
|
$
|
54,000
|
$
|
(87,607
|
)
|
$
|
(17,607
|
)
|
|||||
SUSTUT
EXPLORATION, INC.
|
||||
(an
exploration stage company)
|
||||
STATEMENTS
OF CASH FLOWS
|
||||
From
inception (April 11, 2006) through December 31,
2006
|
||||
FROM
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
INCEPTION
|
|||
Net
income (loss)
|
$
|
(87,607
|
)
|
|
Adjustments
to reconcile net income to net cash
|
||||
provided
by (used in) operating activities:
|
||||
Stock
issued in the form of compensation
|
10,000
|
|||
Increase
(Decrease) in Accrued Expenses
|
2,500
|
|||
Increase
(Decrease) in claims payable
|
20,000
|
|||
Total
adjustments to net income
|
32,500
|
|||
Net
cash provided by (used in) operating activities
|
(55,107
|
)
|
||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||
None
|
-
|
|||
Net
cash flows provided by (used in) investing activities
|
-
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
Proceeds
from stock issuance
|
60,000
|
|||
Net
cash provided by (used in) financing activities
|
60,000
|
|||
CASH
RECONCILIATION
|
||||
Net
increase (decrease) in cash
|
4,893
|
|||
Cash
- beginning balance
|
-
|
|||
CASH
BALANCE END OF PERIOD
|
$
|
4,893
|
||
Securities
and Exchange Commission registration fee
|
$
|
$55.80
|
||
Federal
Taxes
|
$
|
0.00
|
||
State
Taxes and Fees
|
$
|
0.00
|
||
Transfer
Agent Fees
|
$
|
0.00
|
||
Accounting
fees and expenses
|
$
|
5,000.00
|
||
Legal
fees and expenses
|
$
|
5,000.00
|
||
Blue
Sky fees and expenses
|
$
|
0.00
|
||
Miscellaneous
|
$
|
0.00
|
||
|
||||
Total
|
$
|
10,055.80
|
Ashley
Rawson
|
750,000
|
Barbara
Mathews
|
500,000
|
Rick
Blain
|
200,000
|
Angela
Jones
|
200,000
|
Remo
Faedo
|
200,000
|
Leslie
Walker
|
250,000
|
Robert
Suzukovich
|
750,000
|
Jim
McInally
|
750,000
|
Margaret
Hassler
|
500,000
|
Jack
Cliffe
|
500,000
|
Valerie
Parker
|
400,000
|
David
Perterson
|
750,000
|
Doug
Black
|
2,000
|
Michael
Stewart
|
2,000
|
Raymond
Griffith
|
2,000
|
Sherie
Casie Thiesen-Kennedy
|
2,000
|
Jodi
Blain
|
2,000
|
Kim
Blain
|
2,000
|
Jenny
Olinyk
|
2,000
|
Paul
Smedman
|
2,000
|
Drew
Parker
|
1,000
|
Shirley
Hawthorne
|
1,000
|
Krista
Hawthorne
|
1,000
|
Glenn
Chivers
|
1,000
|
William
McRorie
|
1,000
|
Cherith
Richardson
|
1,000
|
Jeffrey
Hennig
|
2,000
|
Jim
Bleasdale
|
2,000
|
Al
Johnston
|
2,000
|
Tracey
Stewart
|
2,000
|
Sherry
Powers
|
2,000
|
Dave
Swan
|
2,000
|
Guy
Brenner
|
2,000
|
Ronald
Mason
|
1,000
|
Christopher
Albrecht
|
2,000
|
Rosemary
Gallagher
|
1,000
|
William
Weeds
|
1,000
|
Bernice
Phemister
|
1,000
|
William
Phemister
|
1,000
|
Jeanette
Rawson
|
1,000
|
Denny
Taylor
|
1,000
|
Andrew
Mercer
|
1,000
|
Christina
Dwane
|
1,000
|
Rick
Van Poele
|
1,000
|
Mathew
Dwane
|
1,000
|
Stan
Obrien
|
1,000
|
Tara
Rice
|
1,000
|
Carol
Marks
|
1,000
|
Joan
Wright
|
1,000
|
Richard
Ryan
|
1,000
|
Kathleen
Landry
|
1,000
|
Gordon
Ford
|
1,000
|
Bruce
Wright
|
1,000
|
Brian
Lee
|
1,000
|
Brigitte
Rice
|
1,000
|
Exhibit
Number
|
Description
|
3.1
|
Articles
of Incorporation
|
3.2
|
By-Laws
|
5.1
|
Opinion
of Anslow & Jaclin, LLP
|
10.1
|
Sustut
Purchase Agreement
|
10.2
|
Trust
Agreement
|
10.3
|
Geological
Summary Report on the WILLOW Claims
|
10.4
|
Consent
of George Nicholson P.Geo.
|
23.1
|
Consent
of Gately & Associates
|
23.2
|
Consent
of Counsel, as in Exhibit 5.1
|
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:
|
|
|
|
|
(a)
To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
|
|
|
|
(b)
To reflect in the prospectus any facts or events arising after
the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in
this
registration statement; and Notwithstanding the foregoing, any
increase or
decrease in volume of securities offered (if the total dollar value
of
securities offered would not exceed that which was registered)
and any
deviation From the low or high end of the estimated maximum offering
range
may be reflected in the form of prospects filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement; and
|
|
|
|
(c)
To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or
any material change to such information in the registration
statement.
|
|
|
2.
That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a
new
registration statement relating to the securities offered herein,
and the
offering of such securities at that time shall be deemed to be
the initial
bona fide offering thereof.
|
|
|
|
3.
To remove from registration by means of a post-effective amendment
any of
the securities being registered hereby which remain unsold at the
termination of the offering.
|
|
|
|
Insofar
as indemnification for liabilities arising under the Securities
Act maybe
permitted to our directors, officers and controlling persons pursuant
to
the provisions above, or otherwise, we have been advised that in
the
opinion of the Securities and Exchange Commission such indemnification
is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities, other than the payment by us of expenses
incurred or paid by one of our directors, officers, or controlling
persons
in the successful defense of any action, suit or proceeding, is
asserted
by one of our directors, officers, or controlling persons in connection
with the securities being registered, we will, unless in the opinion
of
our counsel the matter has been settled by controlling precedent,
submit
to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities
Act, and we will be governed by the final adjudication of such
issue.
|
By:
|
/s/
TERRY
HUGHES
|
|
TERRY
HUGHES
|
|
President,
Chief Executive Officer,
|
|
Chief
Financial Officer,
|
|
Principal
Accounting Officer, and
|
|
Chairman
of the Board of Directors
|
By:
|
/s/TERRY
HUGHES
|
President,
Chief Executive Officer,
|
|
TERRY
HUGHES
|
Chief
Financial Officer,
|
|
Principal
Accounting Officer, and
|
|
|
Chairman
of the Board of Directors
|