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<B><P ALIGN="CENTER">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</P>
<FONT FACE="Arial" SIZE=4><P ALIGN="CENTER">FORM S-8</P>
</FONT><P ALIGN="CENTER">REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</P>
<U><P ALIGN="CENTER">Altus Explorations Inc.<BR>
</B></U><FONT SIZE=2>(Exact name of registrant as specified in its charter)</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="50%" VALIGN="TOP">
<B><U><P ALIGN="CENTER">Nevada</B></U><FONT SIZE=2><BR>
(State or other jurisdiction of incorporation or organization)</FONT></TD>
<TD WIDTH="50%" VALIGN="TOP">
<B><U><P ALIGN="CENTER">98-0361119</B></U><FONT SIZE=2><BR>
(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>

<B><U><P ALIGN="CENTER">Suite 100-8900 Germantown Road, Olive Branch, Mississippi 38654<FONT SIZE=2><BR>
</B></U>(Address of Principal Executive Offices and Zip Code)</P>
</FONT><B><U><P ALIGN="CENTER">2004 Stock Option Plan<FONT SIZE=2><BR>
</B></U>(Full title of the plan)</P>
</FONT><B><P ALIGN="CENTER">Milton Cox, President<BR>
Altus Explorations Inc.<BR>
Suite 100-8900 Germantown Road<BR>
<U>Olive Branch, Mississippi 38654<FONT SIZE=2><BR>
</B></U>(Name and address of agent for service)</P>
</FONT><B><U><P ALIGN="CENTER">662-893-7376<FONT SIZE=2><BR>
</B></U>(Telephone number, including area code, of agent for service)</P>
<P ALIGN="CENTER">Copies of all communications, including all communications sent to the agent for service, should be sent to:</P>
</FONT><B><P ALIGN="CENTER">Bernard Pinsky<BR>
Clark, Wilson, Barristers and Solicitors<BR>
#800 - 885 West Georgia Street<BR>
Vancouver, British Columbia, V6C 3H1<BR>
Telephone: 604.687.5700<BR>
Facsimile: 604.687.6314</P>
<FONT SIZE=2><P ALIGN="CENTER">CALCULATION OF REGISTRATION FEE</P></B></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=630>
<TR><TD WIDTH="23%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Title of Securities to<BR>
be Registered</B></FONT></TD>
<TD WIDTH="19%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Amount to be<BR>
Registered</B></FONT></TD>
<TD WIDTH="20%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Offering<BR>
Price Per Share</B></FONT></TD>
<TD WIDTH="21%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Proposed<BR>
Maximum<BR>
Aggregate<BR>
Offering Price</B></FONT></TD>
<TD WIDTH="17%" VALIGN="BOTTOM" HEIGHT=55>
<B><FONT SIZE=2><P ALIGN="CENTER">Amount of <BR>
Registration<BR>
Fee</B></FONT></TD>
</TR>
<TR><TD WIDTH="23%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">Common Stock</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">5,483,040</FONT><SUP>(1)(2)</SUP></TD>
<TD WIDTH="20%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">$1.00<SUP>(3)</SUP></FONT></TD>
<TD WIDTH="21%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">$5,483,040<SUP>(3)</SUP></FONT></TD>
<TD WIDTH="17%" VALIGN="TOP" HEIGHT=36>
<FONT SIZE=2><P ALIGN="CENTER">$694.70<SUP>2)</SUP></FONT></TD>
</TR>
</TABLE>
<DIR>

<SUP><FONT SIZE=4><P ALIGN="CENTER">-2-</P>
</FONT><FONT SIZE=2><P>(1)</SUP>&#9;The 2004 Stock Option Plan authorizes the issuance of a maximum of 5,483,040 shares of our common stock (after a 4 to 1 forward split which was effected by the Nevada Secretary of State on February 5, 2004) pursuant to incentive awards granted to eligible employees, directors, officers and consultants of our company or any of our subsidiaries who are resident in the United States and/or subject to taxation in the United States, and to eligible employees, directors, officers and consultants of our company or any of our subsidiaries, regardless of where they may be resident or where they may be subject to taxation. All of the shares issuable under the Stock Option Plan are being registered under this registration statement on Form S-8.</P>
<SUP><P>(2)</SUP>&#9;This figure is based on 14.2% of the issued and outstanding shares on the date of this document.</P>
<SUP><P>(3)</SUP>&#9;The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the bid and asked price ($0.95 bid; $1.05 ask) of the common stock of Altus Explorations Inc. as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on February 25, 2004.</P></DIR>

<B><P ALIGN="CENTER">EXPLANATORY NOTE</P>
</B><P>We prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register an aggregate of 5,483,040 shares of our common stock which may be issued pursuant to our 2004 Stock Option Plan. The purpose of the 2004 Stock Option Plan is to secure for our company and our shareholders the benefits arising from capital stock ownership by employees, directors or officers of, and consultants or advisors to, our company and subsidiary corporations who have contributed to our company in the past and who are expected to contribute to our company's future growth and success.</P>
<P>Under cover of this Form S-8 is our reoffer prospectus prepared in accordance with Part I of Form S-3 under the 1933 Act. Our reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance with the requirements of Part I of Form S-3, and may be used for reofferings and resales on a continuous or delayed basis in the future of up to an aggregate of 5,483,040 of our shares of common stock which will be issued directly under the 2004 Stock Option Plan or pursuant to the exercise of options or other awards granted under the 2004 Stock Option Plan.</P>
<B><P ALIGN="CENTER">Part I</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</P>
<P>Item 1.&#9;Plan Information</P>
</B><P>We will send or give the documents containing the information specified in Part I of Form S-8 to individuals who participate in our 2004 Stock Option Plan, and who, in the case of an award of stock options, consent to and execute the required form of Stock Option Agreement. A copy of the 2004 Stock Option Plan is attached as exhibit 4.1 to this Form S-8; the form of Stock Option Agreement for use under the 2004 Stock Option Plan is attached as exhibit 4.2 to this Form S-8.</P>
<P>This registration statement relates to a maximum of 5,483,040 common shares in the capital of Altus Explorations Inc. issuable directly under the 2004 Stock Option Plan or pursuant to the exercise of options or other awards granted under the 2004 Stock Option Plan.</P>
<B><P ALIGN="JUSTIFY">Item 2.&#9;Registrant Information and Employee Plan Annual Information</P>
</B><P>We will provide, without charge, to each person to whom a copy of this 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the 10(a) prospectus). Requests should be directed to the President, Altus Explorations Inc., Suite 100-8900 Germantown Road, Olive Branch, Mississippi, 38654. Our telephone number is 662.893.7376.</P>
<B><P ALIGN="CENTER">&nbsp;</P>
</B></FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-3-</P>
</SUP></FONT><B><P ALIGN="CENTER">REOFFER PROSPECTUS</P>
</B><FONT SIZE=2><P ALIGN="CENTER">The date of this prospectus is February 25, 2004</P>
<B><P ALIGN="CENTER">Altus Explorations Inc.<BR>
Suite 100-8900 Germantown Road<BR>
Olive Branch, Mississippi 38654</P>
</B><P ALIGN="CENTER">5,483,040 Shares of Common Stock</P>
<P ALIGN="JUSTIFY">This reoffer prospectus relates to 5,483,040</FONT><FONT FACE="Courier New" SIZE=2> </FONT><FONT SIZE=2>shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will receive no part of the proceeds from sales made under this reoffer prospectus. The selling stockholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with this registration statement and offering and not borne by the selling stockholders will be borne by us.</P>
<P>The selling stockholders and any brokers executing selling orders on his behalf may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities Act of 1933.</P>
<P>Our common stock is traded on the OTC Bulletin Board under the symbol "ATUX". On February 25, 2004, the last reported closing bid price of our common stock on such market was $0.95 per share.</P>
<P>Our principal executive offices are located at Suite 100-8900 Germantown Road, Olive Branch, Mississippi 38654 and our telephone number is 662.893.7376.</P>
<B><P>THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 7 OF THIS REOFFER PROSPECTUS. THESE ARE SPECULATIVE SECURITIES.</P>
</B><P>NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.</P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-4-</SUP></FONT><FONT FACE="Courier New" SIZE=2>&nbsp;</P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=637>
<TR><TD VALIGN="TOP" COLSPAN=2>
<B><FONT SIZE=2><P ALIGN="CENTER">TABLE OF CONTENTS</B></FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="15%" VALIGN="TOP">
<B><FONT SIZE=2><P>Page Number</B></FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Reoffer Prospectus</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">3</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Prospectus Summary</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">6</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Forward-Looking Statements</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">6</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Risk Factors</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">6</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>We do not own any resource properties. We own 9 mineral claims which have not shown any commercial value and have acquired working interests in certain oil and gas leases only one of which has commercial production.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>We have limited operating history and losses that we expect to continue into the future.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>If we do not raise enough money for exploration, we will have to delay exploration or go out of business.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>We do not have enough money to complete the explorations proposed in properties and consequently may have to cease or suspend our operations unless we are able to raise additional financing.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">7</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Because of the early stage of development and the nature of our business, our securities are considered highly speculative.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>The potential profitability of oil and gas ventures depends upon factors beyond the control of our company</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">8</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">9</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Our officers and directors own a total of 12,200,000 shares of our company. They may sell some of their shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">10</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>We do not expect to declare or pay any dividends.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Anti-Takeover Provisions</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP"><DIR>
<DIR>

<FONT SIZE=2><P>Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.</DIR>
</DIR>
</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Use of Proceeds</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">11</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Selling Stockholders</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">12</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Plan of Distribution</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">13</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Experts</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">14</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Legal Matters</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">14</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Material Changes</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">15</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Incorporation of Documents by Reference</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">15</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Available Information</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">15</FONT></TD>
</TR>
<TR><TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>Disclosure of Commission Position</FONT></TD>
<TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">15</FONT></TD>
</TR>
</TABLE>

<SUP><FONT SIZE=4><P ALIGN="CENTER">-6-</P>
</SUP></FONT><B><FONT SIZE=2><P>Prospectus Summary</P>
</B><P>The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this reoffer prospectus. Consequently, this summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the "Risk Factors" section, and the documents and information incorporated by reference into this reoffer prospectus.</P>
<P>This reoffer prospectus relates to 5,483,040 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the sales of common stock by the selling shareholders under this reoffer prospectus. The selling stockholders will pay for the cost of all sales commissions and similar expenses. We will however pay for all of the costs associated with the filing of this registration statement.</P>
<P ALIGN="JUSTIFY">We are an exploration stage resource company, and are primarily engaged in the exploration and development of the properties in which we have acquired interests. We were incorporated in the State of Nevada on November 2, 2001. As of October 15, 2003 the address of our principal executive office has changed to Suite 100 - 8900 Germantown Road, Olive Branch, Mississippi 38654. Our telephone number changed to 662.893.7376 and our fax number changed to 662.893.7883.</P>
<B><P ALIGN="JUSTIFY">Forward Looking Statement</B>s</P>
<P>This reoffer prospectus contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.</P>
<P>Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.</P>
<P>As used in this reoffer prospectus, the terms "we", "us", "our" and "Altus" mean Altus Explorations Inc., unless otherwise indicated.</P>
<B><P ALIGN="JUSTIFY">Risk Factors</P>
</B><P>Much of the information included in this registration statement includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.</P>
<P>Those forward-looking statements also involve certain risks and uncertainties. Factors, risks and uncertainties that could cause or contribute to such differences include those specific risks and uncertainties discussed below and those discussed in our Form 10-KSB Annual Report for the year ended December 31, 2002. The cautionary </P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-7-</P>
</SUP></FONT><FONT SIZE=2><P>statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document.</P>
<P>Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.</P>
<I><P>We do not own any resource properties. We own 9 mineral claims which have not shown any commercial value and have acquired working interests in certain oil and gas leases only one of which has commercial production. </P>
</I><P>We do not own any resource properties. We own nine mineral claims in British Columbia. Title to our mineral claims is not registered in our name but is registered in the name of Mr. Blake Becher, a free miner and prospector in British Columbia who conveyed title to the claims to us by an unrecorded deed, dated December 13, 2002. We have also entered into two letters of intent in respect of certain oil and gas leases. These letters of intent may not become formal agreements unless we can finalize the terms with all parties. Even if the letters of intent are finalized into formal agreements, we will have to pay costs associated with those agreements and we may have insufficient funds. </P>
<P>We have a working interests in three oil and gas leases only one of which has commercial production. Unless we are able to pay our proportionate share of costs associated with our working interests we will lose our interests.</P>
<I><P>We have limited operating history and losses that we expect to continue into the future. </P>
</I><P>We have not yet realized any revenues. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception to September 30, 2003 is $71,342. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:</P><DIR>
<DIR>

<P>-&#9;Our ability to locate a profitable resource property;</P>
<P>-&#9;Our ability to generate revenues; and </P>
<P>-&#9;Our ability to reduce exploration costs. </P></DIR>
</DIR>

<P>Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with exploration of our oil and gas lease interests and mineral properties. We may not be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business. </P>
<I><P>If we do not raise enough money for exploration, we will have to delay exploration or go out of business. </P>
</I><P>We are in the very early exploration stage and we need additional financing before we are able to continue our exploration efforts. We have not made any arrangements for financing and we may be unable to raise financing. If we are not able to raise any financing we will have to delay our exploration or go out of business.</P>
<I><P>We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations. </P>
</I><P>Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need. </P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-8-</P>
</SUP></FONT><I><FONT SIZE=2><P>We do not have enough money to complete the explorations proposed in properties and consequently may have to cease or suspend our operations unless we are able to raise additional financing. </P>
</I><P>We do not have enough money to commence first stages of the exploration of our projects. We will require additional funding to complete subsequent phases of exploration. Because we are conducting exploration on undeveloped projects, we do not know how much we will have to spend to find out if there is oil and gas on our property. It could cost as little as $1,000,000 and as much as $10,000,000 to find out. If it turns out that we are not able to raise enough money to complete our exploration program, we will try to raise additional funds from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. In we need additional money and cannot raise it, we will have to suspend or cease operations.</P>
<I><P>We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.</P>
</I><P>We have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and must be considered in the development stage. The success of the company is significantly dependent on a successful acquisition, drilling, completion and production program. Our company's operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.</P>
<I><P>Because of the early stage of development and the nature of our business, our securities are considered highly speculative.</P>
</I><P>Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage without certainty of known oil and gas reserves, or very early development stage with nominal revenue from a non-operating working interest. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.</P>
<I><P>As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.</P>
</I><P>Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil and/or gas wells. Our properties are in the exploration and development stage only and are without proven reserves of oil and gas. We may not establish commercial discoveries on any of our properties.</P>
<I><P>The potential profitability of oil and gas ventures depends upon factors beyond the control of our company</P>
</I><P>The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.</P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-9-</P>
</SUP></FONT><FONT SIZE=2><P>Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas which may be acquired or discovered will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.</P>
<I><P>Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.</P>
</I><P>The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. Our budget anticipates our acquisition of additional acreage. This acreage may not become available or if it is available for leasing, that we may not be successful in acquiring the leases. There are other competitors that have operations in same areas and the presence of these competitors could adversely affect our ability to acquire additional leases. </P>
<I><P>The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.</P>
</I><P>The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.</P>
<I><P>Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.</P>
</I><P>Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which it may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.</P>
<I><P>Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.</P>
</I><P>In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned </P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-10-</P>
</SUP></FONT><FONT SIZE=2><P>and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.</P>
<P>We believe that our operations comply, in all material respects, with all applicable environmental regulations.</P>
<P>Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.</P>
<I><P>Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.</P>
</I><P>Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labour, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.</P>
<I><P>Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.</P>
</I><P>The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.</P>
<P>The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.</P>
<I><P>Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.</P>
</I><P>Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers' duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline. </P>
<I><P>Our officers and directors own a total of 12,200,000 shares of our company. They may sell some of their shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares. </P>
</I><P>Our officers and directors own a total of 12,200,000 shares of stock, which is 31.64% of the issued and outstanding number of shares. Subject to all holding periods under applicable securities laws, they will likely sell a portion or all </P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-11-</P>
</SUP></FONT><FONT SIZE=2><P>of their stock in the future. If they do sell their stock into the market, the sales may cause the market price of the stock to drop.</P>
<I><P ALIGN="JUSTIFY">Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock. </P>
</I><P ALIGN="JUSTIFY">The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.</P>
<I><P ALIGN="JUSTIFY">We do not expect to declare or pay any dividends. </P>
</I><P ALIGN="JUSTIFY">We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.</P>
<I><P>Anti-Takeover Provisions</P>
</I><P ALIGN="JUSTIFY">We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.</P>
<I><P ALIGN="JUSTIFY">Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.</P>
</I><P>Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.</P>
<B><P ALIGN="JUSTIFY">Use of Proceeds</P>
</B><P>We will not receive any of the proceeds from the sale of any of the 5,483,040 shares of common stock by the selling stockholders who may be issued shares directly or upon exercise of options issued under our 2004 Stock Option Plan.</P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER"><A NAME="_Toc524755622">-12-</P>
</SUP></FONT><B><FONT SIZE=2><P>Selling Stoc</A>kholders</P>
</B><P>Our board of directors, as the administrator of the 2004 Stock Option Plan, may grant awards to officers, employees, directors and consultants of (a) our company or (b) any of the following entities: (i) any corporation which holds a majority of the voting shares of our company, (ii) any corporation which qualifies as a subsidiary of our company under British Columbia corporate law, or (iii) any business, corporation, partnership, limited liability company or other entity in which our company or any of the entities referred to in paragraph (b)(i) or (ii) holds a substantial ownership interest, directly or indirectly. As at the date hereof, we have not issued any options under the 2004 Stock Option Plan. If, subsequent to the date of this reoffer prospectus, we grant additional awards to any of our affiliates (as defined in Rule 405) under the 2004 Stock Option Plan, Instruction C of Form S-8 requires that we supplement this reoffer prospectus with the names of such affiliates and the amounts of securities to be reoffered by them.</P>
<P>The following table identifies the selling stockholders (some of whom are affiliates who may be granted options under the 2004 Stock Option Plan as "control securities", as defined in Instruction C of Form S-8) and indicates (i) the nature of any material relationship that such selling stockholder has had with us for the past three years, (ii) the number of shares held by the selling stockholders, (iii) the amount to be offered for each of the selling stockholder's account, and (iv) the number of shares and percentage of outstanding shares of the common shares in our capital to be owned by each selling stockholder after the sale of the shares offered by them pursuant to this offering. The selling stockholders are not obligated to sell the shares offered in this reoffer prospectus and may choose not to sell any of the shares or only a part of the shares. SEC rules require that we assume that the selling stockholders sell all of the shares offered with this reoffer prospectus.</P>
<P>Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.</P></FONT>
<TABLE BORDER CELLSPACING=1 CELLPADDING=7 WIDTH=637>
<TR><TD WIDTH="24%" VALIGN="BOTTOM" ROWSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P>Selling Stockholder</B></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" ROWSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of<BR>
Shares<BR>
Beneficially<BR>
Owned<SUP>(1)</B></SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" ROWSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Number of<BR>
Shares<BR>
Subject to<BR>
Options <SUP>(2)</B></SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="TOP" ROWSPAN=2 HEIGHT=32>
<B><FONT FACE="Courier New" SIZE=2><P ALIGN="CENTER"><BR>
</FONT><FONT SIZE=2>Shares<BR>
Being<BR>
Registered</B></FONT></TD>
<TD WIDTH="31%" VALIGN="TOP" COLSPAN=2 HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Percentage of Shares<BR>
Beneficially Owned<SUP>(3)</B></SUP></FONT></TD>
</TR>
<TR><TD WIDTH="15%" VALIGN="TOP" HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">Before<BR>
Offering</B></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=32>
<B><FONT SIZE=2><P ALIGN="CENTER">After<BR>
Offering</B></FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=2><P>Milton Cox<SUP>(4)</SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">6,000,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">15.56%</FONT></TD>
<TD WIDTH="16%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">15.56%</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=2><P>Bassam Nastat<SUP>(5)</SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">5,200,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">13.49%</FONT></TD>
<TD WIDTH="16%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">13.49%</FONT></TD>
</TR>
<TR><TD WIDTH="24%" VALIGN="MIDDLE">
<FONT SIZE=2><P>Donald Sytsma<SUP>(6)</SUP></FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">1,000,000</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">0</FONT></TD>
<TD WIDTH="15%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">2.59%</FONT></TD>
<TD WIDTH="16%" VALIGN="MIDDLE">
<FONT SIZE=2><P ALIGN="CENTER">2.59%</FONT></TD>
</TR>
</TABLE>

<SUP><FONT SIZE=2><P>(1)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Represents shares owned beneficially by each of the named selling stockholders. This figure includes shares that may be acquired under exercised stock options which are exercisable as of, or within 60 days of, the date of this reoffer prospectus, other than those stock options which have been granted under the 2004 Stock Option Plan. </P>
<SUP><P>(2)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Represents shares of our common stock underlying options granted to each of the named selling stockholders under the 2004 Stock Option Plan, whether or not exercisable as of, or within 60 days of, the date of this reoffer prospectus.</P>
<SUP><P>(3)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Based on 38,553,600 shares outstanding as of February 25, 2004.</P>
<SUP><P>(4)</SUP></FONT><FONT FACE="Courier New" SIZE=2>&#9;</FONT><FONT SIZE=2>Mr. Cox has been the President, CEO and a Director of our company since October 1, 2003.</P>
<SUP><P>(5)&#9;</SUP>Mr. Nastat has been a Director of our company since November 22, 2003.</P>
<SUP><P>(6)&#9;</SUP>Mr. Sytsma has been the CFO, Treasurer and a Director of our company since November 22, 2003.</P>
<P><A NAME="_Toc524755626">The information provided in the table above with respect to the selling stockholders has been obtained from each of the selling stockholders. Because the selling stockholders may sell all or some portion of the shares of common stock beneficially owned by them, only an estimate (assuming the selling stockholders sell all of the shares offered hereby) can be given as to the number of shares of common stock that will be beneficially owned by each selling stockholder after this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which he provided the information regarding the shares of common stock beneficially owned by them, all or a portion of the </P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-13-</P>
</SUP></FONT><FONT SIZE=2><P>shares of common stock beneficially owned by them in transactions exempt from the registration requirements of the Securities Act of 1933.</P>
<B><P>Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution. </P>
<P>Since our company does not currently meet the registrant requirements for use of Form S-3 or Form F-3, the amount of shares of our common stock which may be resold by means of this reoffer prospectus by each of the selling stockholders named herein, and any other person with whom he or she is acting in concert for the purpose of selling securities of our company, must not exceed, in any three month period, the amount specified in Rule 144(e) promulgated under the Securities Act of 1933. </P>
<P>In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.</P>
<P ALIGN="JUSTIFY"><A NAME="_Toc524755623">P</A>lan of Distribution</P>
</B><P>The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted (currently the OTC Bulletin Board), in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices. The shares of common stock being offered by this reoffer prospectus may be sold by the selling stockholder by one or more of the following methods, without limitation:</P><DIR>
<DIR>

<P>(a)&#9;block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;</P>
<P>(b)&#9;purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this reoffer prospectus;</P>
<P>(c)&#9;an exchange distribution in accordance with the rules of the applicable exchange;</P>
<P>(d)&#9;ordinary brokerage transactions and transactions in which the broker solicits purchasers;</P>
<P>(e)&#9;privately negotiated transactions;</P>
<P>(f)&#9;market sales (both long and short to the extent permitted under the federal securities laws);</P>
<P>(g)&#9;at the market to or through market makers or into an existing market for the shares;</P>
<P>(h)&#9;through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and</P>
<P>(i)&#9;a combination of any aforementioned methods of sale.</P></DIR>
</DIR>

<P>In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve </P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-14-</P>
</SUP></FONT><FONT SIZE=2><P>block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.</P>
<P>The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.</P>
<P>From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their respective brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholder intends to comply with the prospectus delivery requirements under the Securities Act of 1933 by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act of 1933 which may be required in the event the selling stockholder defaults under any customer agreement with brokers.</P>
<P>To the extent required under the Securities Act of 1933, a post-effective amendment to this registration statement will be filed, disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commission paid or discounts or concessions allowed to such broker-dealers, where applicable.</P>
<P>We and the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.</P>
<P>All expenses of the registration statement including, but not limited to, legal accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholder, the purchasers participating in such transaction, or both.</P>
<P>Any shares of common stock covered by this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this reoffer prospectus.</P>
<B><P>Experts</A></P>
</B><P>The financial statements as of December 31, 2002 and 2001 and the period from incorporation on November 2, 2001 to December 31, 2002 are incorporated by reference in this reoffer prospectus in reliance on the report of Malone &amp; Bailey, PLLC, which is also incorporated herein by reference, in reliance upon their authority as experts in accounting and auditing. The audit report covering the financial statements for the year ended December 31, 2002 includes additional comments for United States readers that states that conditions and events exist that cast substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.</P>
<B><P>Legal Matters</P>
</B><P>The validity of the common shares offered by this reoffer prospectus will be passed upon for us and the selling stockholders by Clark, Wilson, Vancouver, British Columbia, Canada.</P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-15-</P>
</SUP></FONT><B><FONT SIZE=2><P>Material Changes</P>
</B><P>There have been no material changes to the affairs of our company since December 31, 2002 which have not previously been described in a report on Form 10-QSB or Form 8-K.</P>
<B><P>Incorporation of Documents by Reference</P>
</B><P ALIGN="JUSTIFY">See Part II, Item 3 on page 16 herein for a list of documents filed by our company with the United States Securities and Exchange Commission (the "SEC") which are incorporated herein by reference.</P>
<B><P ALIGN="JUSTIFY">Available Information</P>
</B><P ALIGN="JUSTIFY">You should only rely on the information incorporated by reference or provided in this reoffer prospectus or any supplement. We have not authorized anyone else to provide you with different information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.</P>
<P>We file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission as is required by the Securities Exchange Act of 1934. You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.</P>
<B><P>Disclosure of Commission Position on Indemnification For Securities Act Liabilities</P>
</B><P>Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our business pursuant to the provision in the section entitled "Indemnification of Directors and Officers" (see below), we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.</P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-16-</P>
</SUP></FONT><B><FONT SIZE=2><P ALIGN="CENTER">Part II</P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P ALIGN="JUSTIFY">Item&nbsp;3.&#9;Incorporation of Documents by Reference.</P>
</B><P>The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.</P>
<P>The following documents filed by our company with the United States Securities and Exchange Commission (the "SEC") are incorporated herein by reference:</P>
<P>1.&#9;Our Annual Report on Form 10-KSB, filed on April 4, 2003 and amended on April 29, 2003;</P>
<P>2.&#9;Our Quarterly Report on Form 10-QSB, filed on August 13, 2003;</P>
<P>3.&#9;Our Current Report on Form 8-K, filed on August 14, 2003;</P>
<P>4.&#9;Our Current Report on Form 8-K, filed on October 1, 2003;</P>
<P>5.&#9;Our Current Report on Form 8-K, filed on November 6, 2003 and amended on November 26, 2003;</P>
<P>6.&#9;Our Quarterly Report on Form 10-QSB, filed on November 14, 2003;</P>
<P>7.&#9;Our Current Report on Form 8-K, filed on January 13, 2004; and</P>
<P>8.&#9;Our Current Report on Form 8-K, filed on January 28, 2004.</P>
<P>In addition to the foregoing, all documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this reoffer prospectus have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this reoffer prospectus or in any subsequently filed document that is also incorporated by reference in this reoffer prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.</P>
<P>You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http://www.sec.gov.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;4.&#9;Description of Securities.</P>
</B><P ALIGN="JUSTIFY">Not applicable.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;5.&#9;Interests of Named Experts and Counsel.</P>
</B><P>Not applicable.</P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-17-</P>
</SUP></FONT><B><FONT SIZE=2><P ALIGN="JUSTIFY">Item&nbsp;6.&#9;Indemnification of Directors and Officers.</P>
</B><P>Our Articles of Incorporation state that: </P>
<P>"The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada."</P>
<P>"A director or officer of the corporation shall not be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification."</P>
<P>and that</P>
<P>"Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officer and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article."</P>
<P>"Without limiting the application of the foregoing, the board of directors may adopt by-laws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director of officer."</P>
<P>Further, section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:</P>
<B><P>NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.</P>
</B><P>A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed </P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-18-</P>
</SUP></FONT><FONT SIZE=2><P>to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.</P>
<P>A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.</P>
<P>To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.</P>
<P>When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:</P>
<B><P>NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.</P>
</B><P>Any discretionary indemnification under <U>NRS 78.7502</U> unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:</P>
<P>(a) By the stockholders;</P>
<P>(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;</P>
<P>(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or</P>
<P>(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.</P>
<P>The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.</P>
<P>3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:</P>
<P>(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors </P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-19-</P>
</SUP></FONT><FONT SIZE=2><P>or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to <U>NRS 78.7502</U> or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.</P>
<P>(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.</P>
<P>Insofar as indemnification for liabilities arising under the Securities Act of 1933 might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;7.&#9;Exemption from Registration Claimed.</P>
</B><P ALIGN="JUSTIFY">Not Applicable.</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;8.&#9;Exhibits.</P>

</B><P ALIGN="JUSTIFY">4.1&#9;2004 Stock Option Plan, effective January 28, 2004 </P>
<P>4.2&#9;Form of Stock Option Agreement</P>
<P>5&#9;Opinion of Clark, Wilson </P>

<P>23.1&#9;Consent of Independent Auditor (Malone &amp; Bailey, PLLC)</P>
<P>23.2&#9;Consent of Clark, Wilson (included in Exhibit 5)</P>
<P>24&#9;Power of Attorney (included in signature page)</P>
<B><P ALIGN="JUSTIFY">Item&nbsp;9.&#9;Undertakings.</P>
</B><P><A NAME="_Ref476382056">(a)&#9;We hereby undertake:</P><DIR>
<DIR>

<P>(1)&#9;To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:</P><DIR>
<DIR>

<P>(i)&#9;To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;</P>
<P>(ii)&#9;To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. 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 and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and</P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-20-</P>
</SUP></FONT><FONT SIZE=2><P>(iii)&#9;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 this registration statement;</P></DIR>
</DIR>
</DIR>
</DIR>

<P>PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by our company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.</P><DIR>
<DIR>

<P>(2)&#9;That, for the purpose of determining any liability under the Securities Act of 1933, 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 the time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(3)&#9;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.</P></DIR>
</DIR>

<P>(b)&#9;We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement 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.</P>
<P>(c)&#9;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company 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, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.</A></P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-21-</P>
</SUP></FONT><B><FONT SIZE=2><P>SIGNATURES</P>
</B><P>Pursuant to 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 S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Olive Branch, State of Mississippi on February 25, 2004.</P>
<B><P ALIGN="JUSTIFY">ALTUS EXPLORATIONS INC.</P>
</B><U><P>/s/ Milton Cox&#9;<BR>
</U>By: Milton Cox, President, CEO and Director (Principal Executive Officer)</P>
<U><P>/s/ Donald Sytsma&#9;</U><BR>
By: Donald Sytsma, Treasurer, CFO and Director<BR>
(Principal Financial Officer and Principal Accounting Officer)</P>
<U><P>/s/ Steve Bajic&#9;</U><BR>
By: Steve Bajic, Secretary</P>
<U><P>/s/ Bassam Nastat&#9;</U><BR>
By: Bassam Nastat, Director</P>
</FONT><SUP><FONT SIZE=4><P ALIGN="CENTER">-22-</P>
</SUP></FONT><B><FONT SIZE=2><P ALIGN="CENTER">POWER OF ATTORNEY</P>
</B><P>KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Milton Cox as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.</P>
<P>Pursuant to 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.</P>
<B><P ALIGN="JUSTIFY">SIGNATURES</P>
</B><U><P>/s/ Milton Cox&#9;<BR>
</U>By: Milton Cox, President, CEO and Director (Principal Executive Officer)<BR>
February 25, 2004</P>
<U><P>/s/ Donald Sytsma&#9;</U><BR>
By: Donald Sytsma, Treasurer, CFO and Director<BR>
(Principal Financial Officer and Principal Accounting Officer)<BR>
February 25, 2004</P>
<U><P>/s/ Steve Bajic&#9;</U><BR>
By: Steve Bajic, Secretary<BR>
February 25, 2004</P>
<U><P>/s/ Bassam Nastat&#9;</U><BR>
By: Bassam Nastat, Director<BR>
February 25, 2004</P></FONT></BODY>
</HTML>
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OMB APPROVAL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Altus Explorations Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
98-0361119
(I.R.S. Employer Identification No.)
Suite 100-8900 Germantown Road, Olive Branch, Mississippi 38654
(Address of Principal Executive Offices and Zip Code)
2004 Stock Option Plan
(Full title of the plan)
Milton Cox, President
Altus Explorations Inc.
Suite 100-8900 Germantown Road
Olive Branch, Mississippi 38654
(Name and address of agent for service)
662-893-7376
(Telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Bernard Pinsky
Clark, Wilson, Barristers and Solicitors
#800 - 885 West Georgia Street
Vancouver, British Columbia, V6C 3H1
Telephone: 604.687.5700
Facsimile: 604.687.6314
CALCULATION OF REGISTRATION FEE
Title of Securities to
be Registered
Amount to be
Registered
Proposed
Maximum
Offering
Price Per Share
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock
5,483,040
(1)(2)
$1.00
(3)
$5,483,040
(3)
$694.70
2)
-2-
(1)	The 2004 Stock Option Plan authorizes the issuance of a maximum of 5,483,040 shares of our common stock (after a 4 to 1 forward split which was effected by the Nevada Secretary of State on February 5, 2004) pursuant to incentive awards granted to eligible employees, directors, officers and consultants of our company or any of our subsidiaries who are resident in the United States and/or subject to taxation in the United States, and to eligible employees, directors, officers and consultants of our company or any of our subsidiaries, regardless of where they may be resident or where they may be subject to taxation. All of the shares issuable under the Stock Option Plan are being registered under this registration statement on Form S-8.
(2)	This figure is based on 14.2% of the issued and outstanding shares on the date of this document.
(3)	The price is estimated in accordance with Rule 457(h)(1) under the Securities Act of 1933, as amended, solely for the purpose of calculating the registration fee, based on the average of the bid and asked price ($0.95 bid; $1.05 ask) of the common stock of Altus Explorations Inc. as reported on the National Association of Securities Dealers Inc.'s OTC Bulletin Board on February 25, 2004.
EXPLANATORY NOTE
We prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act of 1933, to register an aggregate of 5,483,040 shares of our common stock which may be issued pursuant to our 2004 Stock Option Plan. The purpose of the 2004 Stock Option Plan is to secure for our company and our shareholders the benefits arising from capital stock ownership by employees, directors or officers of, and consultants or advisors to, our company and subsidiary corporations who have contributed to our company in the past and who are expected to contribute to our company's future growth and success.
Under cover of this Form S-8 is our reoffer prospectus prepared in accordance with Part I of Form S-3 under the 1933 Act. Our reoffer prospectus has been prepared pursuant to Instruction C of Form S-8, in accordance with the requirements of Part I of Form S-3, and may be used for reofferings and resales on a continuous or delayed basis in the future of up to an aggregate of 5,483,040 of our shares of common stock which will be issued directly under the 2004 Stock Option Plan or pursuant to the exercise of options or other awards granted under the 2004 Stock Option Plan.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.	Plan Information
We will send or give the documents containing the information specified in Part I of Form S-8 to individuals who participate in our 2004 Stock Option Plan, and who, in the case of an award of stock options, consent to and execute the required form of Stock Option Agreement. A copy of the 2004 Stock Option Plan is attached as exhibit 4.1 to this Form S-8; the form of Stock Option Agreement for use under the 2004 Stock Option Plan is attached as exhibit 4.2 to this Form S-8.
This registration statement relates to a maximum of 5,483,040 common shares in the capital of Altus Explorations Inc. issuable directly under the 2004 Stock Option Plan or pursuant to the exercise of options or other awards granted under the 2004 Stock Option Plan.
Item 2.	Registrant Information and Employee Plan Annual Information
We will provide, without charge, to each person to whom a copy of this 10(a) prospectus is delivered, upon oral or written request, a copy of any or all documents incorporated by reference in Item 3 of Part II of this registration statement (which documents are incorporated by reference in the 10(a) prospectus). Requests should be directed to the President, Altus Explorations Inc., Suite 100-8900 Germantown Road, Olive Branch, Mississippi, 38654. Our telephone number is 662.893.7376.
-3-
REOFFER PROSPECTUS
The date of this prospectus is February 25, 2004
Altus Explorations Inc.
Suite 100-8900 Germantown Road
Olive Branch, Mississippi 38654
5,483,040 Shares of Common Stock
This reoffer prospectus relates to 5,483,040
shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will receive no part of the proceeds from sales made under this reoffer prospectus. The selling stockholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection with this registration statement and offering and not borne by the selling stockholders will be borne by us.
The selling stockholders and any brokers executing selling orders on his behalf may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, in which event commissions received by such brokers may be deemed to be underwriting commissions under the Securities Act of 1933.
Our common stock is traded on the OTC Bulletin Board under the symbol "ATUX". On February 25, 2004, the last reported closing bid price of our common stock on such market was $0.95 per share.
Our principal executive offices are located at Suite 100-8900 Germantown Road, Olive Branch, Mississippi 38654 and our telephone number is 662.893.7376.
THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS" ON PAGE 7 OF THIS REOFFER PROSPECTUS. THESE ARE SPECULATIVE SECURITIES.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
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TABLE OF CONTENTS
Page Number
Reoffer Prospectus
3
Prospectus Summary
6
Forward-Looking Statements
6
Risk Factors
6
We do not own any resource properties. We own 9 mineral claims which have not shown any commercial value and have acquired working interests in certain oil and gas leases only one of which has commercial production.
7
We have limited operating history and losses that we expect to continue into the future.
7
If we do not raise enough money for exploration, we will have to delay exploration or go out of business.
7
We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.
7
We do not have enough money to complete the explorations proposed in properties and consequently may have to cease or suspend our operations unless we are able to raise additional financing.
7
We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.
8
Because of the early stage of development and the nature of our business, our securities are considered highly speculative.
8
As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.
8
The potential profitability of oil and gas ventures depends upon factors beyond the control of our company
8
Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.
9
The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.
9
Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.
9
Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.
9
Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.
10
Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.
10
Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.
10
Our officers and directors own a total of 12,200,000 shares of our company. They may sell some of their shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares.
10
Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.
11
We do not expect to declare or pay any dividends.
11
Anti-Takeover Provisions
11
Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.
11
Use of Proceeds
11
Selling Stockholders
12
Plan of Distribution
13
Experts
14
Legal Matters
14
Material Changes
15
Incorporation of Documents by Reference
15
Available Information
15
Disclosure of Commission Position
15
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Prospectus Summary
The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto appearing elsewhere in this reoffer prospectus. Consequently, this summary does not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire prospectus, including the "Risk Factors" section, and the documents and information incorporated by reference into this reoffer prospectus.
This reoffer prospectus relates to 5,483,040 shares of our common stock which may be offered and resold from time to time by the selling stockholders identified in this prospectus. It is anticipated that the selling stockholders will offer shares for sale at prevailing prices on the OTC Bulletin Board on the date of sale. We will not receive any proceeds from the sales of common stock by the selling shareholders under this reoffer prospectus. The selling stockholders will pay for the cost of all sales commissions and similar expenses. We will however pay for all of the costs associated with the filing of this registration statement.
We are an exploration stage resource company, and are primarily engaged in the exploration and development of the properties in which we have acquired interests. We were incorporated in the State of Nevada on November 2, 2001. As of October 15, 2003 the address of our principal executive office has changed to Suite 100 - 8900 Germantown Road, Olive Branch, Mississippi 38654. Our telephone number changed to 662.893.7376 and our fax number changed to 662.893.7883.
Forward Looking Statement
s
This reoffer prospectus contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
As used in this reoffer prospectus, the terms "we", "us", "our" and "Altus" mean Altus Explorations Inc., unless otherwise indicated.
Risk Factors
Much of the information included in this registration statement includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
Those forward-looking statements also involve certain risks and uncertainties. Factors, risks and uncertainties that could cause or contribute to such differences include those specific risks and uncertainties discussed below and those discussed in our Form 10-KSB Annual Report for the year ended December 31, 2002. The cautionary
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statements made in this document should be read as being applicable to all related forward-looking statements wherever they appear in this document.
Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.
We do not own any resource properties. We own 9 mineral claims which have not shown any commercial value and have acquired working interests in certain oil and gas leases only one of which has commercial production.
We do not own any resource properties. We own nine mineral claims in British Columbia. Title to our mineral claims is not registered in our name but is registered in the name of Mr. Blake Becher, a free miner and prospector in British Columbia who conveyed title to the claims to us by an unrecorded deed, dated December 13, 2002. We have also entered into two letters of intent in respect of certain oil and gas leases. These letters of intent may not become formal agreements unless we can finalize the terms with all parties. Even if the letters of intent are finalized into formal agreements, we will have to pay costs associated with those agreements and we may have insufficient funds.
We have a working interests in three oil and gas leases only one of which has commercial production. Unless we are able to pay our proportionate share of costs associated with our working interests we will lose our interests.
We have limited operating history and losses that we expect to continue into the future.
We have not yet realized any revenues. We have limited operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception to September 30, 2003 is $71,342. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:
-	Our ability to locate a profitable resource property;
-	Our ability to generate revenues; and
-	Our ability to reduce exploration costs.
Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with exploration of our oil and gas lease interests and mineral properties. We may not be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.
If we do not raise enough money for exploration, we will have to delay exploration or go out of business.
We are in the very early exploration stage and we need additional financing before we are able to continue our exploration efforts. We have not made any arrangements for financing and we may be unable to raise financing. If we are not able to raise any financing we will have to delay our exploration or go out of business.
We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.
Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.
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We do not have enough money to complete the explorations proposed in properties and consequently may have to cease or suspend our operations unless we are able to raise additional financing.
We do not have enough money to commence first stages of the exploration of our projects. We will require additional funding to complete subsequent phases of exploration. Because we are conducting exploration on undeveloped projects, we do not know how much we will have to spend to find out if there is oil and gas on our property. It could cost as little as $1,000,000 and as much as $10,000,000 to find out. If it turns out that we are not able to raise enough money to complete our exploration program, we will try to raise additional funds from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. In we need additional money and cannot raise it, we will have to suspend or cease operations.
We have a limited operating history and if we are not successful in continuing to grow our business, then we may have to scale back or even cease our ongoing business operations.
We have no history of revenues from operations and have no significant tangible assets. We have yet to generate positive earnings and there can be no assurance that we will ever operate profitably. Our company has a limited operating history and must be considered in the development stage. The success of the company is significantly dependent on a successful acquisition, drilling, completion and production program. Our company's operations will be subject to all the risks inherent in the establishment of a developing enterprise and the uncertainties arising from the absence of a significant operating history. We may be unable to locate recoverable reserves or operate on a profitable basis. We are in the development stage and potential investors should be aware of the difficulties normally encountered by enterprises in the development stage. If our business plan is not successful, and we are not able to operate profitably, investors may lose some or all of their investment in our company.
Because of the early stage of development and the nature of our business, our securities are considered highly speculative.
Our securities must be considered highly speculative, generally because of the nature of our business and the early stage of its development. We are engaged in the business of exploring and, if warranted, developing commercial reserves of oil and gas. Our properties are in the exploration stage without certainty of known oil and gas reserves, or very early development stage with nominal revenue from a non-operating working interest. Accordingly, we have not generated any revenues nor have we realized a profit from our operations to date and there is little likelihood that we will generate any revenues or realize any profits in the short term. Any profitability in the future from our business will be dependent upon locating and developing economic reserves of oil and gas, which itself is subject to numerous risk factors as set forth herein. Since we have not generated any revenues, we will have to raise additional monies through the sale of our equity securities or debt in order to continue our business operations.
As our properties are in the exploration and development stage there can be no assurance that we will establish commercial discoveries on our properties.
Exploration for economic reserves of oil and gas is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing oil and/or gas wells. Our properties are in the exploration and development stage only and are without proven reserves of oil and gas. We may not establish commercial discoveries on any of our properties.
The potential profitability of oil and gas ventures depends upon factors beyond the control of our company
The potential profitability of oil and gas properties is dependent upon many factors beyond our control. For instance, world prices and markets for oil and gas are unpredictable, highly volatile, potentially subject to governmental fixing, pegging, controls, or any combination of these and other factors, and respond to changes in domestic, international, political, social, and economic environments. Additionally, due to worldwide economic uncertainty, the availability and cost of funds for production and other expenses have become increasingly difficult, if not impossible, to project. These changes and events may materially affect our financial performance.
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Adverse weather conditions can also hinder drilling operations. A productive well may become uneconomic in the event water or other deleterious substances are encountered which impair or prevent the production of oil and/or gas from the well. In addition, production from any well may be unmarketable if it is impregnated with water or other deleterious substances. The marketability of oil and gas which may be acquired or discovered will be affected by numerous factors beyond our control. These factors include the proximity and capacity of oil and gas pipelines and processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production and environmental protection. These factors cannot be accurately predicted and the combination of these factors may result in our company not receiving an adequate return on invested capital.
Competition in the oil and gas industry is highly competitive and there is no assurance that we will be successful in acquiring the leases.
The oil and gas industry is intensely competitive. We compete with numerous individuals and companies, including many major oil and gas companies, which have substantially greater technical, financial and operational resources and staffs. Accordingly, there is a high degree of competition for desirable oil and gas leases, suitable properties for drilling operations and necessary drilling equipment, as well as for access to funds. We cannot predict if the necessary funds can be raised or that any projected work will be completed. Our budget anticipates our acquisition of additional acreage. This acreage may not become available or if it is available for leasing, that we may not be successful in acquiring the leases. There are other competitors that have operations in same areas and the presence of these competitors could adversely affect our ability to acquire additional leases.
The marketability of natural resources will be affected by numerous factors beyond our control which may result in us not receiving an adequate return on invested capital to be profitable or viable.
The marketability of natural resources which may be acquired or discovered by us will be affected by numerous factors beyond our control. These factors include market fluctuations in oil and gas pricing and demand, the proximity and capacity of natural resource markets and processing equipment, governmental regulations, land tenure, land use, regulation concerning the importing and exporting of oil and gas and environmental protection regulations. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in us not receiving an adequate return on invested capital to be profitable or viable.
Oil and gas operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our company.
Oil and gas operations are subject to federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Oil and gas operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment. Various permits from government bodies are required for drilling operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, provincial, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which it may elect not to insure against due to prohibitive premium costs and other reasons. To date we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations.
Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations.
In general, our exploration and production activities are subject to certain federal, state and local laws and regulations relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations has not had a material effect on our operations or financial condition to date. Specifically, we are subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. In addition, legislation has been enacted which requires well and facility sites to be abandoned
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and reclaimed to the satisfaction of state authorities. However, such laws and regulations are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry.
We believe that our operations comply, in all material respects, with all applicable environmental regulations.
Our operating partners maintain insurance coverage customary to the industry; however, we are not fully insured against all possible environmental risks.
Exploratory drilling involves many risks and we may become liable for pollution or other liabilities which may have an adverse effect on our financial position.
Drilling operations generally involve a high degree of risk. Hazards such as unusual or unexpected geological formations, power outages, labor disruptions, blow-outs, sour gas leakage, fire, inability to obtain suitable or adequate machinery, equipment or labour, and other risks are involved. We may become subject to liability for pollution or hazards against which it cannot adequately insure or which it may elect not to insure. Incurring any such liability may have a material adverse effect on our financial position and operations.
Any change to government regulation/administrative practices may have a negative impact on our ability to operate and our profitability.
The laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States or any other jurisdiction, may be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business.
The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our ability to operate and/or our profitably.
Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.
Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers' duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.
Our officers and directors own a total of 12,200,000 shares of our company. They may sell some of their shares in the future, which could cause the price of our common stock to fall, which will reduce the value of your shares.
Our officers and directors own a total of 12,200,000 shares of stock, which is 31.64% of the issued and outstanding number of shares. Subject to all holding periods under applicable securities laws, they will likely sell a portion or all
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of their stock in the future. If they do sell their stock into the market, the sales may cause the market price of the stock to drop.
Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.
The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.
We do not expect to declare or pay any dividends.
We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.
Anti-Takeover Provisions
We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.
Our By-laws contain provisions indemnifying our officers and directors against all costs, charges and expenses incurred by them.
Our By-laws contain provisions with respect to the indemnification of our officers and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officers.
Use of Proceeds
We will not receive any of the proceeds from the sale of any of the 5,483,040 shares of common stock by the selling stockholders who may be issued shares directly or upon exercise of options issued under our 2004 Stock Option Plan.
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Selling Stoc
kholders
Our board of directors, as the administrator of the 2004 Stock Option Plan, may grant awards to officers, employees, directors and consultants of (a) our company or (b) any of the following entities: (i) any corporation which holds a majority of the voting shares of our company, (ii) any corporation which qualifies as a subsidiary of our company under British Columbia corporate law, or (iii) any business, corporation, partnership, limited liability company or other entity in which our company or any of the entities referred to in paragraph (b)(i) or (ii) holds a substantial ownership interest, directly or indirectly. As at the date hereof, we have not issued any options under the 2004 Stock Option Plan. If, subsequent to the date of this reoffer prospectus, we grant additional awards to any of our affiliates (as defined in Rule 405) under the 2004 Stock Option Plan, Instruction C of Form S-8 requires that we supplement this reoffer prospectus with the names of such affiliates and the amounts of securities to be reoffered by them.
The following table identifies the selling stockholders (some of whom are affiliates who may be granted options under the 2004 Stock Option Plan as "control securities", as defined in Instruction C of Form S-8) and indicates (i) the nature of any material relationship that such selling stockholder has had with us for the past three years, (ii) the number of shares held by the selling stockholders, (iii) the amount to be offered for each of the selling stockholder's account, and (iv) the number of shares and percentage of outstanding shares of the common shares in our capital to be owned by each selling stockholder after the sale of the shares offered by them pursuant to this offering. The selling stockholders are not obligated to sell the shares offered in this reoffer prospectus and may choose not to sell any of the shares or only a part of the shares. SEC rules require that we assume that the selling stockholders sell all of the shares offered with this reoffer prospectus.
Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.
Selling Stockholder
Number of
Shares
Beneficially
Owned
(1)
Number of
Shares
Subject to
Options
(2)
Shares
Being
Registered
Percentage of Shares
Beneficially Owned
(3)
Before
Offering
After
Offering
Milton Cox
(4)
6,000,000
0
0
15.56%
15.56%
Bassam Nastat
(5)
5,200,000
0
0
13.49%
13.49%
Donald Sytsma
(6)
1,000,000
0
0
2.59%
2.59%
(1)
Represents shares owned beneficially by each of the named selling stockholders. This figure includes shares that may be acquired under exercised stock options which are exercisable as of, or within 60 days of, the date of this reoffer prospectus, other than those stock options which have been granted under the 2004 Stock Option Plan.
(2)
Represents shares of our common stock underlying options granted to each of the named selling stockholders under the 2004 Stock Option Plan, whether or not exercisable as of, or within 60 days of, the date of this reoffer prospectus.
(3)
Based on 38,553,600 shares outstanding as of February 25, 2004.
(4)
Mr. Cox has been the President, CEO and a Director of our company since October 1, 2003.
(5)	Mr. Nastat has been a Director of our company since November 22, 2003.
(6)	Mr. Sytsma has been the CFO, Treasurer and a Director of our company since November 22, 2003.
The information provided in the table above with respect to the selling stockholders has been obtained from each of the selling stockholders. Because the selling stockholders may sell all or some portion of the shares of common stock beneficially owned by them, only an estimate (assuming the selling stockholders sell all of the shares offered hereby) can be given as to the number of shares of common stock that will be beneficially owned by each selling stockholder after this offering. In addition, the selling stockholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time or from time to time since the date on which he provided the information regarding the shares of common stock beneficially owned by them, all or a portion of the
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shares of common stock beneficially owned by them in transactions exempt from the registration requirements of the Securities Act of 1933.
Under the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this reoffer prospectus may not simultaneously engage in market making activities with respect to our common shares during the applicable "cooling off" periods prior to the commencement of such distribution.
Since our company does not currently meet the registrant requirements for use of Form S-3 or Form F-3, the amount of shares of our common stock which may be resold by means of this reoffer prospectus by each of the selling stockholders named herein, and any other person with whom he or she is acting in concert for the purpose of selling securities of our company, must not exceed, in any three month period, the amount specified in Rule 144(e) promulgated under the Securities Act of 1933.
In addition, and without limiting the foregoing, the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of purchases and sales of the shares by the selling stockholders.
P
lan of Distribution
The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted (currently the OTC Bulletin Board), in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing at the time of sale, at prices related to the market prices or at negotiated prices. The shares of common stock being offered by this reoffer prospectus may be sold by the selling stockholder by one or more of the following methods, without limitation:
(a)	block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
(b)	purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this reoffer prospectus;
(c)	an exchange distribution in accordance with the rules of the applicable exchange;
(d)	ordinary brokerage transactions and transactions in which the broker solicits purchasers;
(e)	privately negotiated transactions;
(f)	market sales (both long and short to the extent permitted under the federal securities laws);
(g)	at the market to or through market makers or into an existing market for the shares;
(h)	through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); and
(i)	a combination of any aforementioned methods of sale.
In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of the shares of common stock at a stipulated price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholder. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve
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block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares commissions as described above.
The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act of 1933.
From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their respective brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholder intends to comply with the prospectus delivery requirements under the Securities Act of 1933 by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act of 1933 which may be required in the event the selling stockholder defaults under any customer agreement with brokers.
To the extent required under the Securities Act of 1933, a post-effective amendment to this registration statement will be filed, disclosing the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commission paid or discounts or concessions allowed to such broker-dealers, where applicable.
We and the selling stockholders will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are a distribution participant and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholder, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this reoffer prospectus which qualify for sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under Rule 144 rather than pursuant to this reoffer prospectus.
Experts
The financial statements as of December 31, 2002 and 2001 and the period from incorporation on November 2, 2001 to December 31, 2002 are incorporated by reference in this reoffer prospectus in reliance on the report of Malone & Bailey, PLLC, which is also incorporated herein by reference, in reliance upon their authority as experts in accounting and auditing. The audit report covering the financial statements for the year ended December 31, 2002 includes additional comments for United States readers that states that conditions and events exist that cast substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.
Legal Matters
The validity of the common shares offered by this reoffer prospectus will be passed upon for us and the selling stockholders by Clark, Wilson, Vancouver, British Columbia, Canada.
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Material Changes
There have been no material changes to the affairs of our company since December 31, 2002 which have not previously been described in a report on Form 10-QSB or Form 8-K.
Incorporation of Documents by Reference
See Part II, Item 3 on page 16 herein for a list of documents filed by our company with the United States Securities and Exchange Commission (the "SEC") which are incorporated herein by reference.
Available Information
You should only rely on the information incorporated by reference or provided in this reoffer prospectus or any supplement. We have not authorized anyone else to provide you with different information. The common stock is not being offered in any state where the offer is not permitted. You should not assume that the information in this reoffer prospectus or any supplement is accurate as of any date other than the date on the front of this reoffer prospectus.
We file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission as is required by the Securities Exchange Act of 1934. You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http:\\www.sec.gov.
Disclosure of Commission Position on Indemnification For Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our business pursuant to the provision in the section entitled "Indemnification of Directors and Officers" (see below), we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.	Incorporation of Documents by Reference.
The SEC allows us to "incorporate by reference" information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.
The following documents filed by our company with the United States Securities and Exchange Commission (the "SEC") are incorporated herein by reference:
1.	Our Annual Report on Form 10-KSB, filed on April 4, 2003 and amended on April 29, 2003;
2.	Our Quarterly Report on Form 10-QSB, filed on August 13, 2003;
3.	Our Current Report on Form 8-K, filed on August 14, 2003;
4.	Our Current Report on Form 8-K, filed on October 1, 2003;
5.	Our Current Report on Form 8-K, filed on November 6, 2003 and amended on November 26, 2003;
6.	Our Quarterly Report on Form 10-QSB, filed on November 14, 2003;
7.	Our Current Report on Form 8-K, filed on January 13, 2004; and
8.	Our Current Report on Form 8-K, filed on January 28, 2004.
In addition to the foregoing, all documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment indicating that all of the securities offered pursuant to this reoffer prospectus have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this reoffer prospectus or in any subsequently filed document that is also incorporated by reference in this reoffer prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
You may read and copy any reports, statements or other information we have filed at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC's website at http://www.sec.gov.
Item 4.	Description of Securities.
Not applicable.
Item 5.	Interests of Named Experts and Counsel.
Not applicable.
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Item 6.	Indemnification of Directors and Officers.
Our Articles of Incorporation state that:
"The Corporation shall indemnify its officers, directors, employees and agents to the full extent permitted by the laws of the State of Nevada."
"A director or officer of the corporation shall not be personally liable to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification."
and that
"Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorney's fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officer and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article."
"Without limiting the application of the foregoing, the board of directors may adopt by-laws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director of officer."
Further, section 78.7502 of Nevada Revised Statutes provides as follows with respect to indemnification of directors and officers:
NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed
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to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
When indemnification is discretionary, Section 78.751 of Nevada Revised Statutes provides as follows with respect to the authorization required to carry out the indemnification:
NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses.
Any discretionary indemnification under
NRS 78.7502
unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors
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or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to
NRS 78.7502
or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 might be permitted to directors, officers or persons controlling our company under the provisions described above, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.
Item 7.	Exemption from Registration Claimed.
Not Applicable.
Item 8.	Exhibits.
4.1	2004 Stock Option Plan, effective January 28, 2004
4.2	Form of Stock Option Agreement
5	Opinion of Clark, Wilson
23.1	Consent of Independent Auditor (Malone & Bailey, PLLC)
23.2	Consent of Clark, Wilson (included in Exhibit 5)
24	Power of Attorney (included in signature page)
Item 9.	Undertakings.
(a)	We hereby undertake:
(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 of 1933, as amended;
(ii)	To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. 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 and high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
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(iii)	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 this registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by our company pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
(2)	That, for the purpose of determining any liability under the Securities Act of 1933, 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 the 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)	We hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of our annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement 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.
(c)	Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and persons controlling our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by a director, officer or controlling person of our company 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, our company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to 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 S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Olive Branch, State of Mississippi on February 25, 2004.
ALTUS EXPLORATIONS INC.
/s/ Milton Cox
By: Milton Cox, President, CEO and Director (Principal Executive Officer)
/s/ Donald Sytsma
By: Donald Sytsma, Treasurer, CFO and Director
(Principal Financial Officer and Principal Accounting Officer)
/s/ Steve Bajic
By: Steve Bajic, Secretary
/s/ Bassam Nastat
By: Bassam Nastat, Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Milton Cox as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to 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.
SIGNATURES
/s/ Milton Cox
By: Milton Cox, President, CEO and Director (Principal Executive Officer)
February 25, 2004
/s/ Donald Sytsma
By: Donald Sytsma, Treasurer, CFO and Director
(Principal Financial Officer and Principal Accounting Officer)
February 25, 2004
/s/ Steve Bajic
By: Steve Bajic, Secretary
February 25, 2004
/s/ Bassam Nastat
By: Bassam Nastat, Director
February 25, 2004