UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) OCTOBER 23, 2003
________________
ANGLOTAJIK MINERALS INC.
__________________________________________________________
(Exact name of small business as specified in its charter)
NEVADA 000-28481 86-0891931
________________________________________________________________________________
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
11400 WEST OLYMPIC BOULEVARD SUITE 200, LOS ANGELES, CA 90064
_____________________________________________________________
(Address of principal executive offices)
(310) 445-8819
_______________________________
(Registrant's telephone number)
ICONET, INC.
_____________________________________________________________
(Former name or former address, if changed since last report)
ITEM 5 - OTHER EVENTS AND REGULATION FD DISCLOSURE
On October 23, 2003 we filed a Current Report on Form 8-K respecting
certain developments in the business of the Company. This second amendment to
that Current Report is to provide additional detail as to those developments.
BACKGROUND OF THE COMPANY
Anglotajik Minerals, Inc. was originally incorporated August 1, 1997 in
Nevada as MexiMed Industries to develop and produce a non-reusable medical
syringe. We later abandoned that business, as we lacked sufficient capital
resources. In 1999 we changed our name to Digital Video Display Technology Corp.
and obtained a license to market a patented audio video jukebox technology in
Canada and in five U.S. states. However, disagreements arising out of
contractual relationships impeded the development of the business. In July of
2001 we changed our name to Iconet, Inc. in connection with a proposal to build
the jukeboxes and sell them back to the licensor of the technology, but owing to
changing technology and to disagreements among our board as to the future
direction the company should take, we eventually abandoned that business as
well.
In June of 2002 we resolved to investigate some possible opportunities
in mineral exploration. We optioned a property in Ontario, Canada, but after our
due diligence investigation we elected not to proceed and mutually rescinded the
agreement.
In June of 2003 our board appointed Mr. Matthew Markin as president and
as a director to replace Randy Miller. Mr. Miller also resigned as director, so
that Mr. Markin became the sole executive officer and director of the Company.
Mr. Miller's resignation was voluntary to pursue other interests, and not as a
result of any dispute with the Company.
In July of 2003, we adopted a plan of reorganization whereby our common
stock was reverse split by a ratio of 1-for-143. Shortly thereafter, we effected
a 2-for-1 forward split. (See "Changes in Securities" below.) For the reader's
convenience, references to stock transactions throughout this Current Report are
expressed in terms of their post-split equivalents.
BUSINESS OF THE COMPANY
We are currently pursuing what we perceive to be promising
opportunities in mineral exploration. We are in negotiation with officials of
the Republic of Tajikistan to acquire interests in certain properties that have
known occurrences of valuable minerals, including gold, silver, aluminum, and
perhaps others. We do not currently have a producing mine, ore reserves, or
rights to extract minerals from any property.
Tajikistan, in central Asia, was formerly part of the U.S.S.R., gaining
its independence in 1991. Tajikistan adopted a new constitution in 1994, which
restored the office of President, transformed the Soviet-era "Supreme Soviet"
into the Supreme Assembly, recognized civil liberties and property rights, and
provided for a judiciary. However, factionalism led to a five-year civil war,
which ended in a peace agreement in 1997 and a new republican government, with
executive and legislative branches and a judiciary, implemented in 2000.
Attention in the wake of the war in Afghanistan has brought increased economic
development assistance, which analysts believe could create jobs and increase
stability in the long term. The country is seeking World Trade Organization
membership and has joined NATO's Partnership for Peace.
Tajikistan is known to have significant natural resources, including
hydropower, uranium, some petroleum, mercury, brown coal, lead, zinc, antimony,
tungsten, silver, and gold. The civil war (1992-1997) severely damaged the
already weak economic infrastructure and caused a sharp decline in industrial
and agricultural production. Since the war, however, economic growth has been
steady, with a rate of 5% for the year 2002 (estimated). A debt restructuring
agreement was reached with Russia in December 2002, which included an interest
rate of 4%, a 3-year grace period, and a US$49.8 million credit to the Central
Bank of Tajikistan.
We have been engaged in discussions with officials of the government of
Tajikistan regarding the acquisition of exploration rights to certain properties
where mineral deposits are known to exist. We cannot be certain, however, that
we will be successful in obtaining such rights, or that if we do, we will be
able to establish the existence of commercially mineable reserves. Currently, a
number of foreign corporations are active in Tajikistan in the exploration,
development, and production stages.
We have entered into key-employee contracts with two Tajik nationals
who will assist us in business development there, to include establishing our
offices and corporate infrastructure, liaison with the appropriate ministers and
other federal and local governmental authorities, translation, and various other
functions which may be important or essential to the establishment and
continuation of our proposed exploration activities (see "Employees" below). At
an appropriate future date, we intend to either employ or contract appropriate
experts in the field of mineral exploration.
We currently have no cash or sources of financing. Our President has
advanced funds to us for our business planning activities, but is under no
obligation to continue to do so. We are attempting to obtain equity financing in
the form of a private placement of our stock so that we can commence exploration
operations if and when we reach a satisfactory agreement with the government of
Tajikistan.
FACILITIES
We currently occupy office space provided to us at no cost by our
President, Matthew Markin. Mr. Markin is under no obligation to continue to
provide us free office space for any period of time in the future. Our offices
are located at 11400 West Olympic Boulevard Suite 200, Los Angeles, California
90064. Our telephone number is (310) 445-8819.
Contingent upon completing an adequate financing arrangement, we expect
to open an office in Dushanbe, Tajikistan, in December of 2003. The Dushanbe
office will serve as our local base for our operations in Tajikistan.
EMPLOYEES
We currently have three employees, our sole executive officer, and our
two contract employees in Tajikistan. Once the office in Dushanbe is opened, we
expect to recruit two or three additional office staff. If and when we reach an
exploration agreement with the government of Tajikistan, we expect to either
hire or contract one or more professionals in the fields of geology and mineral
exploration.
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS
The following are our director, executive officer and key personnel.
================================================================================
NAME AGE POSITION(S) SERVICE BEGAN
________________________________________________________________________________
Matthew Markin President, CEO, CFO June 2003
Director
George Al-Zein Executive Director in Tajikistan October 2003
Gulia Muradova Public Relations Officer October 2003
================================================================================
MATTHEW MARKIN is currently our sole executive officer and director. He holds
graduate degrees in science from Capilano College and the University of British
Columbia, both in Vancouver. Since 1999 Mr Markin has served as president of The
Markin Group of Companies in Los Angeles, California, consultants to large and
small businesses in the areas of strategic planning, business development,
capital formation, mergers and acquisitions, and related matters. From 1992 to
1999 he served as vice president of Canyon Financial Group, and investment
banking firm. Previously, he founded and operated a successful real estate
development company specializing in commercial and apartment buildings. Mr.
Markin currently devotes about 90% of working hours to our affairs.
GEORGE AL-ZEIN is Executive Director of Operations in the Republic of
Tajikistan. Mr. Al-Zein has an extensive background consulting in international
business operations and government liaison, including such activities in
Tajikistan. He will oversee the Company's operations in Tajikistan and serve as
our liaison with the various ministries of the federal government and local
authorities.
GULIA MURADOVA is Public Relations Officer for the Company. She is an
internationally registered translator, regularly serving in that capacity for
international conferences. Ms. Muradova was the official translator for the
President of Tajkistan during a recent conference in Dushanbe, and has been
working with the Asian Development Bank offices in Dushanbe.
We know of no existing agreements or arrangements which might result in
a change of control.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following are all of the individuals or groups known to us to be
the beneficial owner of more than five percent of any class of our equity
securities.
===============================================================================================
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
_______________________________________________________________________________________________
Common Stock $.001 par value Matthew Markin 566,434 3.1%
11400 W. Olympic Blvd. (direct)
Suite 200
Los Angeles, CA 90064
===============================================================================================
The following table shows the beneficial ownership of our equity
securities by each officer and director who is a shareholder.
=========================================================================================================
TITLE OF CLASS AMOUNT AND
NAME AND ADDRESS OF NATURE OF
BENEFICIAL OWNER POSITION BENEFICIAL PERCENT
OWNERSHIP OF CLASS
_________________________________________________________________________________________________________
Common Stock $.001 Matthew Markin President, Chief Executive 566,434 3.1%
11400 W. Olympic Blvd. Officer, Acting Chief
par value Suite 200 Financial Officer, Director
Los Angeles, CA 90064 (direct)
=========================================================================================================
CHANGES IN SECURITIES
The following securities were sold by officers of the Company without the
use of an underwriter. In effecting the sales, we relied on the exemption
authority provided by Section 4(2) of the Securities Act of 1933, as amended,
relating to sales not involving any public offering, and on Regulation D. We
believe that all such sales were made by our executive officers in private,
negotiated transactions without any advertising, public announcements or general
solicitation. The purchasers of the shares represented themselves in writing to
be, and the company believes them to be, members of one or more of the following
classes:
a. Officers, directors, promoters or control persons of the issuer; or
b. Individuals or entities who are accredited investors as defined in
Rule 501 of Regulation D under the Securities Act of 1933; or
c. Individuals who:
i. Are knowledgeable and sophisticated in investment matters;
ii. Are able to assess the risks of an investment such as in our
securities;
iii. Are financially able to bear the risk of a loss of their entire
investment; and
iv. Have access to pertinent information regarding the issuer and
its operations.
The shares are subject to the resale provisions of Rule 144 and may not be sold
or transferred without registration except in accordance with Rule 144.
Certificates representing the securities bear a legend to that effect. The share
amounts in the chart are adjusted for a 143-for-1 reverse split effective July
30, 2003 and a 2-for-1 forward split effective September 15, 2003.
===============================================================================================
Date Class Amount Price($) # of Purchasers
_______________________________________________________________________________________________
May 2003 $.001 par value common stock 16,783 (1) 1
_______________________________________________________________________________________________
June 2003 $.001 par value common stock 20,797 (2) 1
_______________________________________________________________________________________________
July 20, 2003 $.001 par value common stock 566,434 (3) 1
_______________________________________________________________________________________________
August 1, 2003 $.001 par value common stock 16,999,984 (4) 19
===============================================================================================
(1) Valued at $113, 500, or an average price of $.148 per share. Issued to
the former president of the Company as settlement for consulting fees
and expenses.
(2) Valued at $75,000, or an average price of $.277 per share. Issued to the former
president of the Company as settlement for consulting fees.
(3) Issued to the current president of the Company as settlement for amounts owed him.
See Note 3 to the Financial Statements.
(4) Valued at $150,519, or approximately $.009 per share. Issued to 19
individuals in settlement of principle and interest on cash loans to
the Company. These shares may be eligible for resale (see "MARKET FOR
OUR SECURITIES" following).
We also issued to our former president an option to purchase 699,301
common shares at $.21 per share until July 2011.
MARKET FOR OUR SECURITIES
We have one class of equity security designated as common stock, $.001
par value, of which 18,118,965 shares are outstanding. Our common stock is
quoted on the Over-the-Counter Bulletin Board ("OTC-BB").
We have outstanding an option to purchase 699,301 common shares at $.21
per share until July 2011.
On August 1, 2003 we issued to 19 individuals a total of 16,999,984
restricted shares in settlement of principal and interest due on cash loans made
to the company in 2001. In accordance with an opinion of counsel, the shares
were deemed issued as of the dates of the original loans. Accordingly, the
shares may currently be eligible for resale pursuant to Rule 144(k) under the
Securities Act of 1933, as amended. To our knowledge, each of the 19 individuals
exercises sole voting and dispositive control over his or her shares, and there
is no voting agreement or other arrangement respecting the stock between or
among any of the individuals.
We have paid no dividends to date. The Board of Directors has the
authority declare and pay dividends from available Company funds.
The transfer agent and registrar for our common stock is Pacwest
Transfer LLC, Vancouver, Washington.
RISK FACTORS
An investment in our securities involves certain risks, including those
enumerated below. You should consider the following specific risks before making
an investment in our securities.
EXPLORATION FOR ECONOMIC DEPOSITS OF MINERALS IS SPECULATIVE.
The business of mineral exploration is very speculative, since there is
generally no way to recover any of the funds expended on exploration unless the
existence of mineable reserves can be established and the Company can exploit
those reserves by either commencing mining operations, selling or leasing its
interest in the property, or entering into a joint venture with a larger
resource company that can further develop the property to the production stage.
We expect to expend considerable funds before we are able to determine whether
there we have a commercially mineable ore body. Should we fail to find adequate
valuable minerals before our funds are exhausted, and if we cannot raise
additional capital, we will have to discontinue operations, which could make our
stock valueless.
OUR CURRENT MANAGEMENT LACKS EXPERIENCE IN THE BUSINESS OF MINERAL EXPLORATION.
Our Directors and Executive Officers lack significant experience or
technical training in exploring for precious mineral deposits and developing
mines. We intend to recruit management and advisory personnel who have such
experience, but until we do our management may not be fully aware of many of the
specific requirements related to working within this industry. Their decisions
and choices may not take into account standard engineering or managerial
approaches such as mineral exploration companies commonly use. Thus, our
operations, earnings, and ultimate financial success could suffer irreparable
harm due to management's lack of experience in the industry.
WE EXPECT TO ISSUE ADDITIONAL COMMON SHARES IN THE FUTURE WHICH WOULD DILUTE THE
OUTSTANDING SHARES
As of October 31, 2002, approximately 281,881,035 shares of our common
stock were authorized but unissued including 699,301 reserved for the possible
exercise of options. These shares may be issued in the future without
stockholder approval. The prices at which we sell these securities and other
terms and provisions will depend on prevailing market conditions and other
factors in effect at that time, all of which are beyond our control. Shares may
be issued at prices which are less than the then-current market price of our
common stock.
WE HAVE NO MINING OPERATIONS, AND DO NOT KNOW IF WE WILL EVER REACH THE
DEVELOPMENT STAGE
We currently have no revenues from operations, no mining operations,
and no reserves. We may never reach the development stage, and if we do
investors in our shares will face additional risks, hazards and uncertainties,
including gold bullion losses, environmental hazards, industrial accidents,
labor disputes, unusual or unexpected geological formations or other geological
or grade problems, unanticipated ground or water conditions, cave-ins, pit wall
failures, flooding, rock falls, periodic interruptions due to inclement or
hazardous weather conditions, other unfavorable operating conditions and other
acts of God. Such risks could result in damage to or destruction of mineral
properties or costs that make further activities prohibitively expensive.
WE MAY BE SUBJECT TO EXTRAORDINARY BUSINESS RISKS RELATED TO CONDUCTING BUSINESS
OPERATIONS IN A DEVELOPING COUNTRY
We propose to explore for valuable minerals in Tajikistan, a
newly-independent country that was part of the Former Soviet Union. We may face
additional risks and uncertainties there such as political instability, currency
exchange losses, limited infrastructure, security issues, cultural conflicts,
civil strife, government policy changes, and others. We intend to insure against
such risks to the extent practical; however, we may experience interruptions in
our activities, financial losses, or even cessation of our activities there as a
result of such risks.
FORWARD LOOKING STATEMENTS
This Current Report contains "forward-looking statements."
Forward-looking statements involve known and unknown risks and uncertainties
that may cause the company's actual results in future periods to differ
materially from forecasted results. These may include statements contained under
"Risk Factors," "Management's Discussion and Analysis" and "Business." The
following statements are or may constitute forward-looking statements:
o statements before, after or including the words "may," "will," "could,"
"should," "believe," "expect," "future," "potential," "anticipate,"
intend," "plan," estimate" or "continue" or the negative or other
variations of these words; and
o other statements about matters that are not historical facts.
We may be unable to achieve future results covered by the
forward-looking statements. The statements are subject to risks, uncertainties
and other factors that could cause actual results to differ materially from the
future results that the statements express or imply. Please do not put undue
reliance on these forward-looking statements, which speak only as of the date of
this Current Report. In particular, as an exploration stage company our future
is highly uncertain.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ANGLOTAJIK MINERALS, INC.
Dated: November 20, 2003 /s/ MATTHEW MARKIN
___________________________
Matthew Markin
President, CEO