Stonebridge Resources Exploration (SRCX)

[Billiam_2]

Owners of SBRX
CHELSEA MANAGEMENT GROUP, INC.
INFORMATION STATEMENT PURSUANT TO RULE 15c2-11 OF THE
SECURITIES EXCHANGE ACT OF 1934
Information required to conform with the provisions of Subparagraph (a)(5) of Rule 15c2-l I
promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934.
Item I: The Exact Name of the issuer and its Predecessors (if any):
Issuer: Chelsea Management Group, Inc.
Item 2: The Address of its Principal Executive Offices:
2727 West 92nd Ave.
Suite 200B
Denver, CO 80250
USA
Tel. [phone]
Fax [phone]
www.chelseamanagementgroup.com
Item 3: The State and Date of Incorporation:
Nevada (incorporated April 9 2001).
Item 4: The Exact Title and Class of Each Class of Securities Outstanding:
Common Stock - 50,000,000 shares authorized, $001 par value (Symbol: CLMP. CUSIP:
163294 10 1 ISIN US1632941019 COM)
Item 5: The Par or Stated Value of the Security:
Common Shares : par value is $001 per share
Item 6: The Number of Shares or Total Amount of the Securities Outstanding as of March 31,
2005 and September 30, 2005:
As of March 31, 2005:
Authorized Common Stock: 25.000 common shares
Issued: 100 common shares
Public Float: No public float
Shareholders: 2
As of September 30, 2005:
Authorized Common Stock: 50,000.000 common shares
Issued: 7,259,000 common shares
Public Float: 7,259,000 common shares
Shareholders: 14
On June 14, 2005 Chelsea increased the authorized common shares in the company from 25,000 to
50,000,000.
On September 21, 2005 Chelsea Management Group Inc. (the “Company” or ‘Chelsea”) acquired a
controlling interest in Stonebridge Resources Explorations Ltd. exchange for common shares in the
company. The acquisition was a private transaction for an undisclosed amount.
Item 7: Name and Address of the Transfer Agent:
Select Fidelity Transfer Services Ltd.
335 Bay St., Suite #600
Toronto, Ontario
M5H 2R3
Tel: [phone]
Fax: [phone]
Website: http://www.selectfidelity.com
(SEC-Registered Transfer Agent)
Item 8: The Nature of the Issuer’s Business:
A. BUSINESS DEVELOPMENT
1. Form of organization of the issuer:
Nevada corporation
2. Year that the issuer (or any predecessor) was organized:
Incorporated April 9,2001
3. Issuer’s fiscal year end date:
December 31
4. Any bankruptcy, receivership or any similar proceeding of the Issuer (and/or any
predecessor)?
None.
S. Any material reclassification, merger, consolidation, or purchase or sale of a significant
amount of assets not in the ordinary course of business:
On September 16 2005 Chelsea Management Group Inc. acquired 40 % of TGC Ventures International
Inc. (formerly National Detection Clinics) an early detection diagnostic technology company using infrared
Thermal Imaging techniques.
On September 21, 2005 Chelsea Management Group Inc. (the “Company” or ‘Chelsea”) acquired a
controlling interest in Stonebridge Resources Explorations Ltd. exchange for common shares in the
company. The acquisition was a private transaction for an undisclosed amount.
6. Any default of the terms of any note, loan, lease, or other indebtedness or financing
arrangement requiring the issuer to make payments:
The Company and its affiliate are not in default of any note, loan, lease or other indebtedness or
financing arrangements to make payments.
7. Any change of control:
None
8. Any increase in 10% or more of the same class of outstanding equity securities:
On June 14, 2005 Chelsea increased the authorized common shares in the company from 25,000 to
50,000,000.
9. Any past, pending or anticipated stock split, stock dividend, recapitalization, merger,
acquisition, spin-off or reorganization:
None to date or immediately pending.
10. Any delisting of the issuer’s securities by any securities exchange or NASDAQ:
None
11. Any current, past, pending or threatened legal proceedings or administrative actions
either by or against the issuer that could have a material effect on the issuer’s business,
financial condition, or operations:
None
B. BUSINESS OF ISSUER
1. Issuer ~c primary and secondary SIC Codes:
SIC Code: Primary - 8000 — Secondary -8090
2. Chelsea Management Group is a start-up and early-venture capital firm focused on the health and life sciences
industry. Chelsea helps entrepreneurs accelerate their business development by investing early in a company’s
development and taking an active role it’s day to day operations by acting as collaborative partners with the
companies that we bring on board. Although Chelsea’s primary mandate is the health and life sciences sector the
company’s mandate will allow it to look at all investments the increase shareholder value.
3. Any parent, subsidiary, or affiliate of the issuer:
The company has 40 % ownership of TGC Ventures International Inc.
The company has a controlling interest in Stonebridge Resources Explorations Ltd.
4. Effect of existing or probable governmental regulations on the business:
Chelsea does not anticipate any adverse effect from existing or probable governmental regulation of its business.
5. Amount spent during each of the last two fiscal years on research and development
activities:
None
6. Costs and effects of compliance with environmental laws (federal, state and local):
None
7. Number of total employees and number of full time employees:
Five full-time total employees
C. INVESTMENT POLICIES
On September 16 2005 Chelsea Management Group Inc. acquired 40 % of TGC Ventures International
Inc. (formerly National Detection Clinics) an early detection diagnostic technology company using infrared
Thermal Imaging techniques
On September 21, 2005 Chelsea Management Group Inc. (the “Company” or ‘Chelsea”) acquired a
controlling interest in Stonebridge Resources Explorations Ltd. exchange for common shares in the
company. The acquisition was a private transaction for an undisclosed amount.
The investments are accounted for under the equity method, by which the Company records its pro rata share of
income or loss of the investment as part of Chelsea’s net income, with a corresponding adjustment to the carrying
value of the investment.
There no limitations of the percentage of assets that may be invested in any one investment or type of instrument.
However, such policy may he changed without a vote of security holders. The Company’s policy is to acquire
assets primarily for income, and secondarily for possible long-term capital gains.
1. Investments in real estate or interests in real estate:
The Company has not invested nor does it have plans to invest in real estate.
2. Investments in real estate mortgages:
The Company has not invested or plans to invest in real estate mortgages.
3. Securities of or interests in persons primarily engaged in real estate activities:
the Company has not invested and does not plan to invest in the securities of, or interests in persons or
companies primarily engaged in real estate activities.
Item 9: The Nature of products or services offered:
I. Principal products and services, and their markets:
Chelsea is looking for investment opportunities primarily in the health and life sciences sector.Sweeping structural
changes scientific breakthroughs as well as changing demographics are driving demand for new products and
services that enhance patient care and improve operational and administrative efficiencies.
Chelsea is looking to invest in companies that provide improved efficiency of drug discovery and development
novel therapeutics and diagnostics and non invasive interventional approaches.to diagnosis and treatments.. The
company is also mandated to look at any investment that provides novel technologies and new approaches to
doing business that improves efficiencies and adds to shareholder value.
Chelsea has invested in Stonebridge Resources a mining venture employing leading edge technology in the
extraction of precious metals.
On September 16 2005 Chelsea Management Group Inc. acquired 40 % of TGC Ventures International
Inc. (formerly National Detection Clinics) an early detection diagnostic technology company using infrared
Thermal Imaging techniques
Chelsea has also just recently entered into an agreement to distribute and market Anxius™ a revolutionary all
natural antidepressant alternative to drugs like Prozac, Paxil, and Zoloft.
2. Distribution methods of the products or services:
The Company utilizes distribution networks to facilitate the marketing effort in the most cost-efficient manner.
The company internds to distribute it’s Anxius™ product primarily by the estaglishment of cyber stores which
will be independently owned and operated. The company is also looking at multi level marketing approaches as
new products are introduced and if it makes fits our business model at the time.
3. Status of any publicly announced new product or service:
None.
4. Competitive business conditions, the issuer’s competitive position in the industry, and
methods of competition:
Ansius™ is an all natural herbal supplement to antidepressant drugs it is affordably priced and available
without precription. An overwhelming 90 % have report4ed major improvements in their depression,
anxiety and overall mood disorders within days. There are more than 45 million taking antidepressant
drugs and millions more are considering them. This is one of the fastest growing areas of the health and
sciences sector with opportunities for other natural products as an alternative to prescription drugs. The
Company therefore has the opportunity to operate within an expanding market niche that demographics
and social norms show as growing.
The investment in Stonebridge is an investment in new technology and extraction methods which will make
mining for precious minerals much more cost effective. This coupled with a general increase in the price of most
precious metals in general augers will for the investment made by the company, the price of the commodities
makes the application of certain technologies now feasible and should also bring the costs of using those
technologies down as efficiencies improve.
5.Sources and availability of raw materials and the names of principal suppliers:
Chelsea currently relies to a material extent on purchasing Anxius™ from a sole supplier as the company expands
it’s line of products however it will be actively involved with other suppliers of the natural products. The purpose
will be to give our Cyber Stores a variety of products. The Company may negotiate other sources of supply as
needs and requirements dictate.
6. Dependence on one or a few major customers:
The Company does not depend on one or a few customers and is well diversified in it’s investments.
7. Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor
contracts, including their duration:
The company has none of the above at the moment.
8. Need for any government approval of principal products or services:
Chelsea insures that all it proper government approvals are in place and regulatory requirements adhered to before
any investments are initiated.
Item 10. The nature and extent of the issuer’s facilities.
The Company leases its Denver principal executive office, which comprises 1,500 sq. ft. The lease term
is for 1 year, and monthly gross rent is $1,500. The premises are adequately covered by insurance.
The issuer owns all assets shown on the balance sheet.
The Issuer does not own any property or properties, for which the book value amounts to 10 percent or
more of the total assets of the Issuer and its consolidated subsidiaries for the last fiscal year.
Item 11. The Names of the Chief Executive Officers and Members of the Board of Directors.
A. Name Position
Peter Johansen President, Chief Executive Officer, Director
John Alden PhD Management Consultant, Project Development, Director
Gary Kelley Vice President, Director
Joseph Caldwell Vice President Sales and Marketing
Chief Executive Officers and Members of the Board of Directors
Peter Johansen, President, Chief Executive Officer, Director
Mr. Johansen has been involved in various executive, management and operational capacities in
various public and private companies for the last thirty years. He’s been the president of his own
successful management-consulting firm providing advisory and consulting services in strategic
planning, product and service development and the management of client organizations. Mr. Johansen
is anxious to work with Chelsea and will draw on his extensive background to assist Chelsea in
selecting and growing viable businesses.
John Alden PhD. Management Consultant, Project Development and Director
John Alden has fifteen years experience in the health sciences field .In recent years he has consulted to
biomedical companies and was involved as a consultant in life sciences and health issues for a number
of firms. His knowledge of the latest advances in the medical and health sciences area is an invaluable
asset to Chelsea as we advance to meet our corporate mandate. He is mandated to seek out
opportunities in alternative medical treatment technologies and diagnostic procedures, as well as
product identification and marketing for Chelsea’s health sciences acquisitions.
Gary Kelley Vice President and Director
Mr. Kelley has over twenty years of management experience and will act as an advisor and participant
in planning and organizing new corporate infrastructures for Chelsea’s acquisitions.
Mr. Kelley’s long experience at senior levels of management in various companies puts him in a unique
position to look at the larger picture as well as advise on day-to-day operations. His experience in
setting up and running administrative infrastructures will be critical to ensure effective internal controls
and reporting protocols.
Joseph Caldwell Vice President Sales and Marketing
Mr. Caldwell is Chelsea’s Vice President of Sales and Marketing. He has thirty years experience in the
sales and marketing field. Mr. Caldwell has experience in fund raising and has run his own independent
consulting firm, which has raised funds for both business and charitable causes. Mr. Caldwell will assist
in all aspects of the company’s private placement activities, as well as advise and be responsible for
ensuring the hiring, organizing and training of sales staff for our acquisitions various product lines.
General Partners — None
Investment Bunker — None
Promoters - None
Control Persons - Gary Kelley
Counsel - Peter Tuovi Attorney At Law
8 King Street West
Suite 300
Toronto, ON M5V 2K6
Telephone: [phone]
Fax: [phone]
Email: [e-mail]
Accountant or Auditor The Company has provided the unaudited accounting of the accompanying
balance sheets and the related statements of operations, changes in stockholders’ equity (deficit) and
cash flows, in Appendix B From the books and records of Chelsea Management Group Inc. and from
information supplied by management. The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America and present fairly. In all
material respects the financial position of the Company and the results of its operations and its cash
flows as at and for the dates and periods indicated. Management has not performed an audit or review
or otherwise attempted to verify the accuracy of the information provided
Public Relations Consultant - None
Any other advisor(s) that assisted, advised, prepared or provided information with respect to
this disclosure documentation - None
Security Ownership of Certain Beneficial Owners and Management:
The following table sets forth, as of November 30. 2005, certain information with respect to the
beneficial ownership of our common by (i) each director and officer of the Company, (ii) each person
known to the Company to be the beneficial owner of five percent (5%) or more of the outstanding
shares of common, with such person’s address, (iii) all of the directors and officers as a group, and (iv)
all legal counsel and accountants. Unless otherwise indicated, the person or entity listed in the table is
the beneficial owner of the shares and has sole voting and investment power with respect to the shares
indicated.
Common Stock
Number of % of shares
Name & Position Shares Owned Outstanding
Gary Kelly Vice President and Director 1.500.000 18.66%
Dr. John Alden Vice President 900,000 12.35%
Peter Johansen. Vice President 0 0%
Joseph Caldwell 0 0%
Total of all Directors and Officers 2,400,000 31.01%
Total of all 5% or greater shareholders 0 0.00%
Total of all legal and accounting advisors 0 0.00%
Total: 2,400,000 31.01%
B. Legal/Disciplinary History
None of the foregoing persons have, in the last 5 years, been the subject of
I. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding
(excluding traffic violations and other minor offenses);
2. The entry of an order, judgment or decree, not subsequently reversed, suspended or vacated, by
a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or
otherwise limited such person’s involvement in any type of business, securities, commodities or
banking activities;
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC. Or
a state securities regulator of a violation of federal or state securities or commodities law, which
finding or judgment has not been reversed, suspended or vacated; or
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred
suspended or otherwise limited such person’s involvement in any type of business or securities
activities.
C. Beneficial Owners
Except to the extent otherwise disclosed in response to the foregoing, there are no corporate or
individual shareholders beneficially owning more than 5% of any class of the Company’s equity
securities.
D. Disclosure of Certain Relationships
1) To the extent not otherwise disclosed describe any relationships existing among and between the issuer ‘s
officers, directors and shareholders
None
2) To the extent not otherwise disclosed, describe all relationships and affiliations among and between the
shareholders and the Company, its predecessors, its present and prior officers and directors, and a/her
shareholders.
None
Item 12. The Issuer’s Most Recent Balance Sheet, Statement of Operations and Statement of
Cash Flows
See attached financial information. The financial statement attached as an exhibit are certified by the
signing officer of the Company that they present fairly, in all material respects, the financial position,
results of operations and cash flows for the period presented, in conformity with United States General
Accounting Principles (GAP). In addition the Company will provide quarterly statements within 45 days
of the quarter end and will provide annual statements within 90 days of the fiscal year end. Such
statements shall he in conformity with United States General Accounting Principles (GAP) and shall
either be audited or obtain certification by the financial principle of the Company.
Item 13. Similar Financial Information For Such Part Of The Two Preceding Fiscal Years As That
Issuer Or Its Predecessor Has Been In Existence
See attached financial information. The financial statements attached as an exhibit are certified by the
signing officer of the Company that they present fairly, in all material respects, the financial position,
results of operations and cash flows for the period presented, in conformity with accounting principles
accepted in the United States, consistently applied.
Item 14: Is the Broker/Dealer or Associated Persons Affiliated Directly or Indirectly with the
Issuer:
Management if the Issuer is not aware of any Broker/Dealer or associated persons or entities that are
affiliated, either directly or indirectly, with the Issuer.
Item 15: Is the Quotation Being Published/Submitted on Behalf of any other Broker/Dealer, and if
so, the name of such broker or dealer?
Management of the Issuer is not aware of any Broker/Dealer submitting quotations with respect to the
Issuer’s common stock on behalf of any broker or dealer.
Item 16. Is The Quotation Being Submitted/Published Directly or Indirectly on Behalf of the
Issuer, or Any Director, Officer or Any Person Directly/Indirectly the Beneficial Owner of More
Than 10% of the Outstanding Shares of Any Security Of The Issuer?
Management of ’the Company is not aware of any quotation or quotations being submitted which are
submitted on behalf of the Issuer or any Director, Officer or Ten Percent (10%) shareholder of the
Company.
The above information has been undersigned on the date indicated.
/s/ Peter Johansen
Peter Johansen
President
December 4, 2005