UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CAPITAL RESOURCE ALLIANCE, INC.
(Exact name of Registrant as specified in its charter)
Approximate date of proposed sale to the public: as soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box.
|X|
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
|__|
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |__|
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |__|
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following. |__|
1
CALCULATION OF REGISTRATION FEE
|
Title of each class of securities to be Registered |
Proposed amount to be registered |
Proposed offering Price per unit |
Proposed aggregate offering price |
Amount of Registration fee |
|
Common Stock |
4,000,000 |
$ 0.03 per share |
$ 120,000 |
$3.68 |
(1) Based on the last sales price on June 30, 2007
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.
No exchange or over-the-counter market exists for our shares. The offering price was established by management and does not reflect market value, assets or any established criteria of valuation.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION, Dated ___________, 2007
PROSPECTUS
CAPITAL RESOURCE ALLIANCE, INC.
4,000,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.
Our common stock is presently not traded on any market or securities exchange.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. SEE SECTION ENTITLED “RISK FACTORS” ON PAGES 4 - 6.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted .
The selling shareholders will sell our shares at $0.03 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
----------------
The Date of This Prospectus Is: ____________, 2007
TABLE OF CONTENTS
|
Summary…………………………………….…...……………………………………………………… |
3 |
|
Risk Factors………………………………………………………………………………………...…… |
5 |
|
Use of Proceeds…………………………………………………………………………………………. |
10 |
|
Determination of Offering Price………………………………………………………………………… |
15 |
|
Dilution………………………………………………………………………………………………….. |
15 |
|
Selling Shareholders…………………………………………………………………………………….. |
16 |
|
Plan of Distribution……………………………………………………………………………………... |
19 |
|
Legal Proceedings………………………………………………………………………………………. |
25 |
|
Directors, Executive Officers, Promoters and Control Persons…………………………………… |
25 |
|
Security Ownership of Certain Beneficial Owners and management…………………………….. |
27 |
|
Description of Securities………………………………………………………………………………... |
29 |
|
Interests of Named Experts and Counsel………………………………………………………..…… |
30 |
|
Disclosure of Commission Position of Indemnification for Securities Act Liabilities………..…… |
31 |
|
Organization Within Last Five Years………………………………………………………………… |
31 |
|
Description of Business………………………………………………………………………….……. |
32 |
|
Plan of Operation…………………………………………………………………………………..….. |
39 |
|
Description of Property……………………………………………………………………………..…. |
45 |
|
Certain Relationships and Related Transactions…………………………….……………………... |
45 |
|
Market for Common Equity and Related Stockholder Matters……………………………………… |
45 |
|
Executive Compensation……………………………………………………………………………….. |
47 |
|
Financial Statements……………………………………………………………………………………. |
49 |
|
Changes in and Disagreements with Accountants Disclosure………………………………….….. |
66 |
Summary
Prospective investors are urged to read this prospectus in its entirety.
We intend to be in the business of mineral property exploration. To date, we have not conducted any exploration on our sole mineral property, the Long Lake Gold Prospect, Abrey Township, Northwestern Ontario, Thunder Bay Mining District NTS 42E/10
We own a 100% interest in the mining claims comprising the Long Lake property. We purchased these claims from Mr. Donald Murdock of Calgary, Alberta for a cash payment of $ 10,000 and 500,000 shares of our common stock at a price of $0.03 per share ($1,500) for a total price of $11,500.
Our objective is to conduct mineral exploration activities on the Long Lake claims in order to assess whether it possesses economic reserves of gold, silver and/or copper. We have not yet identified any economic mineralization on the property. Our proposed exploration programs are designed to search for an economic mineral deposit.
We were incorporated in the State of Colorado on January 12, 2000. Our principal offices are located at 1013 1 st Avenue, NW, Calgary, Alberta. Our telephone number is 403.827.7936.
The Offering :
Securities Being Offered: Up to 4,000,000 shares of common stock.
Offering Price: The selling shareholders will sell our shares at $0.03 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors.
Terms of the Offering: The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.
Termination of the Offering: The offering will conclude when all of the 4,000,000 shares of common stock have been sold, the shares no longer need to be registered to be sold due to the operation of Rule 144(k) or we decide at any time to terminate the registration of the shares at our sole discretion. In any event, the offering shall be terminated no later than one year from the effective date of this registration statement.
Securities Issued and to be Issued: 5,100,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.
Use of Proceeds
We will not receive any proceeds from the sale of the common stock by the selling shareholders.
Summary Financial Information
|
Balance Sheet Data June 30, 2007 |
|
Cash $15,155 |
|
Total Assets
$15,155 |
|
Liabilities $ 2,655 |
|
Total Stockholders’ Equity $12,500 |
|
Statement of Loss and Deficit |
|
From Incorporation on |
|
January 12, 2000 to June 30, 2007 |
|
Revenue $ 0 |
|
Net Loss ($25,100) |
Risk Factors
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
Our current operating funds are less than necessary to complete all intended exploration of the Long Lake claims, and therefore we will need to obtain additional financing in order to complete our business plan. As of June 30, 2007 we had cash in the amount of $15,155. We currently do not have any operations and we have no income.
Our business plan calls for significant expenses in connection with the exploration of the Long Lake claims. We do not currently have sufficient funds to conduct initial exploration on the property and require additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the Long Lake claims are greater than anticipated.
We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for copper, silver and gold, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the Long Lake claims to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.
BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.
Although we are preparing to commence exploration on the Long Lake claims in the fall of 2004, we have not yet commenced exploration on the property. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on January 12, 2000 and have been involved primarily in organizational activities and the acquisition of our mineral property. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.
Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the Long Lake claims and the production of minerals from the claims, we will not be able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.
The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that our mineral claims contain economic mineralization or reserves of copper, silver or gold. Exploration for minerals is a speculative venture necessarily involving substantial risk. Our exploration of the Long Lake claims may not result in the discovery of commercial quantities of copper, silver or gold. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.
BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.
EVEN IF WE DISCOVER RESERVES OF PRECIOUS METALS ON THE LONG LAKE CLAIMS, WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP THE ELIZA CLAIMS.
The Long Lake claims do not contain any confirmed bodies of mineralization. If our exploration programs are successful in establishing minerals of commercial tonnage and grade, we will require additional funds in order to further develop the property. At this time, we cannot assure investors that we will be able to obtain such financing.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED.
Our independent accountant’s report to our audited financial statements for the period ended June 30, 2007, indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations and our dependence upon obtaining adequate financing to pay our liabilities. If we are not able to continue as a going concern, it is likely investors will lose their investments.
IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES, OUR BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral property exploration and development. Under British Columbia mining law, to engage in certain types of exploration will require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws do not affect our current exploration plans, if we proceed to commence drilling operations on the Long Lake claims, we will incur modest regulatory compliance costs.
In addition, the legal and regulatory environment that pertains to the exploration of ore is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
Our directors do not have any technical training in the field of geology. As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants. As well, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry. Their decisions and choices may not be well thought out and our operations and ultimate financial success may suffer irreparable harm as a result.
BECAUSE OUR DIRECTORS HAVE OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our president, Mr. Forzani intends to devote 10 hours per week to our business affairs. It is possible that the demands on Mr. Forzani from other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business. In addition, Mr. Forzani may not possess sufficient time for our business if the demands of managing our business increased substantially beyond current levels.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no assurance that a market will develop. We currently plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK.
The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
Forward-Looking Statements
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.
Use of Proceeds
We will not receive any proceeds from the sale of the common stock offered through this prospectus.
Determination of Offering Price
The selling shareholders will sell our shares at $0.03 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price, based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.
Dilution
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
Selling Shareholders
The selling shareholders named in this prospectus are offering all of the 4,000,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration
under Regulation S of the Securities Act of 1933. The shares include the following:
4,000,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and was completed on December 4, 2006; and 500,000 shares of our common stock completed June 27, 2007 that was exempt from registration under Regulation S of the Act.
The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon
completion of the offering; and
4.
the percentage owned by each upon completion of the offering.
|
Name of selling Shareholder |
Shares owned prior to this offering |
Total number of shares to be offered for selling shareholder’s account |
Total shares to be owned Upon completion of this offering |
Percent owned upon completion of this offering |
||||||
|
Dean Hood |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
W.D. Hood |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Don Thompson |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Marilyn Thompson |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Carley Thompson |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Colin Thompson |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Leana Oversby |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Stevie Forzani* |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Kelsea Forzani* |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
John Forzani* |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Lech Pierzchalski |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Cheryl Engel |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Shawn B. Engel |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Doug Kriekle |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Connor Kriekle |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Curtis Kloberdanz |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Kim RheuBottom |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Jamie RheuBottom |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Kelley RheuBottom |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Julie RheuBottom |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
James Watts |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Rosa Fishman |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Loren Forzani ** |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
George Spence |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Marvin Segal |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Steve Itscovitch |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
John Allen |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Katie Allen |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Bart Allen |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Lisa Fisher |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Corey Fisher |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Sheldon Fishman |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Sandra Pawluk |
100,000 |
100,000 |
-0- |
-0- |
||||||
|
Donald Murdock |
500,000 |
500,000 |
-0- |
-0- |
||||||
The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 5,100,000 shares of common stock outstanding on the date of this prospectus.
* Stevie, Kelsea and John Forzani are the adult nieces and nephew of our president, Joseph Forzani.
**Loren Forzani is the adult daughter of our president, Joseph Forzani.
Other than as described above, none of the selling shareholders:
(1) has had a material relationship with us other than as a shareholder at any time within the past three years; or
(2) has ever been one of our officers or directors.
Plan of Distribution
The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:
The selling shareholders will sell our shares at $0.03 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors. There is no assurance of when, if ever, our stock will be listed.
The shares may also be sold in compliance with the Securities and Exchange Commission's Regulation S and Rule 144.
The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser.
The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders.
Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. The selling shareholders and any broker-dealer who execute sales for the selling shareholders may be deemed to be an “underwriter” within the meaning of the Securities Act in connection with such sales.
None of the selling shareholders has any arrangement or agreement with any broker-dealer or underwriting firm to resell any shares on behalf of the selling shareholders.
If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required by Item 507 of Regulation S-B concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.
We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. These are estimated to be $ 27,512. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our common stock;
2. Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:
* 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's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements
* 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 price;
* contains a toll-free telephone number for inquiries on disciplinary actions;
* defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
* contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
* bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson in the transaction;
* the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
* monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those 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 acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
Legal Proceedings
We are not currently a party to any legal proceedings. Our address for service of process in Colorado is 150 Elm Street, Denver, CO 80220.
Directors, Executive Officers, Promoters and Control Persons
Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:
Name of Director
Age
Joseph Forzani
50
Frederick Fitzgerald
48
Executive Officers:
Name of Officer
Office
Joseph Forzani
President, Treasurer, Chief Executive Officer and Principal Accounting Officer
Fred Fitzgerald
Secretary
Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.
Joseph Forzani, President, Treasurer Chief Executive Officer and Principal Accounting Officer
1982 – Present
Founding member of the Forzani Group, a publicly trading Canadian company that owns and operates over 500 sporting goods stores throughout Canada. In 1982 Mr. Forzani started RnR, a specialized outdoor sports company as part of the Forzani Group and subsequently purchased 100% of RnR and remains the sole owner. He has retained his interest in the Forzani Group.
Mr. Forzani attended Utah State University (BA in Education and MA in Psychology ) on a football scholarship, was drafted by the Philadelphia Eagles and played professional football for 10 years ending his career with the Calgary Stampeders of the Canadian Football League.
Fred Fitzgerald, Secretary
Nov 2005- March 2007 Store Manager Dollar Giant Stores, Vancouver, B.C Maintained expenses, sales and store shrink within a budget and closely monitored all variables related to stores
budget performance.
Monitored product turnover, seasonality of product and any influencing variables such as special promotion of a
product or fierce competition and determined appropriate inventory.
Evaluated product base of a retail outlet and initiated changes that increased merchandise turnover and profitability
yet reduced store inventory.
January 2003-Nov. 2005 Bakery Manager - Tim Horton Donuts Ltd, Woodstock, Ontario
Monitored inventory on a regular basis and baked product as determined by sales and projected demand.
Maintained production control information as a tool for future production.
Chaired many large fund raising projects and held all executive positions with the Woodstock Kinsmen Club.
April 1999- January2003 Sales Representative
Husky Foods, Woodbridge, Ontario
Responsible for maintaining a regular call cycle to a large number of accounts in many different types of business
Developed and implemented sales presentations and marketing strategies that resulted in increased sales.
Term of Office
Our directors have been appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than the officers and directors described above.
Conflicts of Interest
We do not have any procedures in place to address conflicts of interest that may arise in our directors between our business and their other business activities.
Security Ownership of Certain Beneficial Owners And Management
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group as at July 21, 2004. Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
Common Stock Joseph Forzani 600,000 12
1013 1 st Avenue, NW
Calgary, AB T2N 0A8
Common Stock
Fred Fitzgerald
500,000
9.8
Common Stock
Donald Murdock
500,000
9.8
Common Stock
All Officers and Directors 1,100,000
21.8
as a Group.
The percent of class is based on 5,100,000 shares of common stock issued and outstanding as of the date of this prospectus.
Description of Securities
General
Our authorized capital stock consists of 110,000,000 shares of stock at a par value of $0.001 per share.
Common Stock
Our authorized common stock consists of 100,000,000 shares with a par value of $0.001 per share
As of June 30, 2007, there were 5,100,000 shares of our common stock issued and outstanding that are held by 38 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Preferred Stock
Our authorized preferred stock is 10,000,000 shares with a par value of $0.001. No preferred shares are issued and outstanding.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
Interests of Named Experts and Counsel
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Brant E. Hodyno, our legal counsel, has provided an opinion on the validity of our common stock.
The financial statements included in this prospectus and the registration statement have been audited by Madsen Bros. CPAs, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
Our directors and officers are indemnified as provided by the Colorado Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.
Organization within Last Five Years
We were incorporated on January 12, 2000 under the laws of the state of Colorado. On that date Joseph Forzani was appointed as our director. As well, Mr. Forzani was appointed as our President, Chief Executive Officer Secretary and Treasurer. On November 16, 2006 Fred Fitzgerald joined our board of directors as Secretary Treasurer.
Description of Business
In General
We intend to commence operations as an exploration stage mineral exploration company. As such, there is no assurance that a commercially viable mineral deposit exists on our sole mineral property interest, the Long Lake claims. Further exploration will be required before a final evaluation as to the economic and legal feasibility of the Long Lake claims is determined.
We will be engaged in the acquisition, and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility. We acquired a 100% undivided right, title and interest in and to several mineral claims located predominately under the lakebed of Long Lake, in the Beardmore-Geraldton Camp , Abrey Township, Northwestern Ontario, Canada Thunder Bay Mining District.
In order to acquire the claims, we paid $10,000 cash and 500,000 shares of our common stock to Mr. Donald Murdock, the vendor of the property in an arm’s length transaction.
Our plan of operation is to determine whether this Long Lake claims contains reserves of gold and/or silver that are economically recoverable. The recoverability of amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.
Even if we complete our proposed exploration programs on the Long Lake claims and they are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.
Long Lake Claims Purchase Agreement
On March 19, 2007, we entered into an agreement with Mr. Donald Murdock of Calgary, Alberta, Canada, whereby he agreed to sell us a total of 21 units comprising two large blocks of mineral claims located approximately 16 kilometers from the village of Long Lake, Ontario. We agreed to have Mr. Murdock hold these claims in trust on our behalf for the sum of $10,000 and 500,000 shares of our restricted stock for a 100% undivided right, title and interest in and to these claims.
Title to the Long Lake claims
The Long Lake claims consist of two blocks of mineral claims comprised of 15 and 6 units repectively. A “mineral claim” refers to a specific section of land over which a title holder owns rights to exploration to ground. Such rights may be transferred or held in trust. The claims comprising the Long Lake claims are registered 100% in the name of Luverne Hogg of Peachland, British Columbia. These claims will only be valid as long as we spend a minimum of $880 in exploration work on each one each year. The minimum expenditure on our group of claims must be made on or before April 16, 2009.
If Luverne Hogg, as trustee becomes bankrupt or transfers the claims to a third party, we may incur significant legal expenses in enforcing our interest in the claims in Ontario courts.
The registration of the claims in the name of a trustee does not impact a third party’s ability to commence an action against us respecting the Long Lake claims or to seize the claims after obtaining judgment.
Description, Location and Access
The Long Lake claims are located 8 kilometers (5 miles) south from the nearest town, Long Lac, Ontario which is situated at the north end of the lake. The claims are legally described as NTS 42E/10, Abrey Township,
Northwestern Ontario.
The Long Lake Prospect lies within the Beardmore-Geraldton “greenstone belt” that has a history of gold production spanning 50 years and has produced more than 4.1 million ounces of gold and ¼ million ounces of silver from 18 mines. The Beardmore-Geraldton gold Camp rates among the top five gold Camps in the Canadian Shield.
Mineralization and Exploration History
Gold produced from the Beardmore-Geraldton Camp is spatially related to iron formation lithology and occurs in veins, breccia and shear zones hosted in Archean iron formation, metasediments, intrusive rocks and metavolcanics.
The Long Lake Prospect is located on the west end of the Beardmore-Geraldton Camp. The project was chosen because of its on strike potential and close proximity (16 km west) to the largest gold mine in the Camp. The Hard Rock-McLeod-Cockshutt-Mosher deposit produced over 2 million oz gold (Figure 1). The geophysics, stratigraphy and
structures on the project area indicate a high potential to host gold mineralization
Geological Report: Long Lake claims
We have obtained a geological report on the Long Lake claims that was prepared by M.P. Mudry, BSc, P. Geologist of Calgary, Alberta. In his report, Mr. Mudry concludes that the Long Lake claims have two established anomalies identified by a previous magnetometer survey filed with the government of Ontario and a good chance of containing gold. Due to improved drilling techniques these zones should be drilled during the winter months through the ice. He also recommends a GPS satellite survey and optioning of adjacent claims, if possible.
We do not have an agreement with Mr. Mudry to provide further geological services for planned exploration work on the Long Lake claims.
Compliance with Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in the province of Ontario, specifically. Under these laws, prior to production, we have the right to explore the property, subject only to a notice of work. Wee would avoid having to post a bond required if we significantly disturb the surface of the land. Transportation and actual drilling will be done on and through he ice in the middle of winter.
In addition, production of minerals in the province of Ontario requires prior approval of applicable governmental regulatory agencies. This would almost certainly require a feasibility study and an environmental impact report. We can provide no assurance to investors that such approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known at this time.
We will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken. The amount of these costs is not known at this time as we do not know the extent of the program that will be undertaken beyond completion of the currently planned work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.
If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:
-
Water discharge will have to meet water standards;
-
Dust generation will have to be minimal or otherwise re-mediated;
-
Dumping of material on the surface will have to be re-contoured and re-vegetated;
-
An assessment of all material to be left on the surface will need to be environmentally benign;
-
Ground water will have to be monitored for any potential contaminants;
-
The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and
-
There will have to be an impact report of the work on the local fauna and flora.
During the initial phases of exploration, there will be no significant costs of compliance with government regulations.
Employees
We have no employees as of the date of this prospectus other than our sole director.
Research and Development Expenditures
We have not incurred any other research or development expenditures since our incorporation.
Subsidiaries
We do not have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Plan of Operation
• Reestablish the location of previous geophysical grids (1999) with GPS (global positioning system) survey equipment.
• Define drill targets by confirming known geophysical anomalies and determine the size of the open conductor (HLEM target 2, Figure 2). Today’s high resolution geophysical surveys are a cost effective method to precisely identify drill targets. When additional drilling is required quick and accurate positioning of previous drill holes and geophysical anomalies can be relocated by GPS.
• Negotiate an option for the offsetting claims to the west that are currently staked (Figure 3).
• Additional research and data acquisition of previous exploration to establish any known drill locations and mineralization in the immediate area of interest. This would avoid any duplication of exploration and can lead to additional staking.
• Due to the available short window of safe ice conditions logistical planning for the geophysics and drill contractors should be fast tracked.
Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. Our management is prepared to provide us with short-term loans, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing. Management feels that having our shares quoted on the OTC Bulletin Board quotation system may make attracting further capital easier.
We have not and do not intend to seek debt financing by way of bank loan, line of credit or otherwise. Financial institutions do not typically lend money to mineral exploration companies with no stable source of revenue.
If we do not secure additional funding for exploration expenditures, we may consider seeking an arrangement with a joint venture partner that would provide the required funding in exchange for receiving a part interest in the Long Lake claims. We have not undertaken any efforts to locate a joint venture partner. There is no guarantee that we will be able to locate a joint venture partner who will assist us in funding exploration expenditures upon acceptable terms. We may also pursue acquiring interests in alternate mineral properties in the future.
Results of Operations for Period Ending June 30, 2007
We did not earn any revenues during the period ending June 30, 2007. We have not commenced the exploration program that is part of our business plan and can provide no assurance that we will discover economic mineralization on the property.
We incurred operating expenses in the amount of $25,100 for the period from our inception on January 12, 2000 to June 30, 2007. These operating expenses were comprised of legal and organizational costs of $8,600, mineral exploration costs of $5,000 and mineral impairment costs of $11,500. We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
Description of Property
By a mineral property purchase agreement dated March 19, 2007, the Company acquired a 100% undivided right, title and interest in and to two mineral claims known collectively as the Long Lake claims. We do not own or lease any property other than the Long Lake claims.
Certain Relationships and Related Transactions
Except as described below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
* our promoters, Mr. Joseph Forzani and Mr. Fred Fitzgerald; and
* Any relative or spouse of any of the foregoing persons who has the same house as such person.
Our president, Mr. Joseph Forzani, provides management services and office premises to us free of charge.
Market for Common Equity and Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.
Stockholders of Our Common Shares
As of the date of this registration statement, we have 38 registered shareholders.
Rule 144 Shares
When this registration statement becomes affective a total of 51,000 share of our common stock will be eligible for trading in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:
1. 1% of the number of shares of the company's common stock then outstanding which, in our case, will equal 51,000 shares as of the date of this prospectus; or
2. the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of the 2,000,000 shares that may be sold pursuant to Rule 144.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Colorado Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual course of business; or
2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or
paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our inception on June 30, 2004 to June 30, 2004, and subsequent to that period to the date of this prospectus.
Annual Compensation
|
NAME |
TITLE |
YEAR |
SALARY |
BONUS |
OTHER COMPENSATION |
|
Joseph Forzani |
President |
2000 |
-0- |
-0- |
-0- |
|
2001 |
-0- |
-0- |
-0- |
||
|
2002 |
-0- |
-0- |
-0- |
||
|
2003 |
-0- |
-0- |
-0- |
||
|
2004 |
-0- |
-0- |
-0- |
||
|
2005 |
-0- |
-0- |
-0- |
||
|
2006 |
-0- |
-0- |
-0- |
||
|
2007 |
-0- |
-0- |
-0- |
||
|
-0- |
-0- |
-0- |
|||
|
Fred Fitzgerald |
Secretary/Treasurer |
2006 |
-0- |
-0- |
-0- |
|
2007 |
-0- |
-0- |
-0- |
Stock Option Grants
We have not granted any stock options to the executive officers since our inception.
Consulting Agreements
We do not have any employment or consulting agreement with Mr. Forzani and do not pay him any amount for acting as a director.
Financial Statements
TABLE OF CONTENTS
F1. Independent Auditor’s Report
F2. Balance Sheet as at June 30, 2007
F3. Statement of Operations for the year ended June 30, 2007
and for the period January 13, 2000 through June 30, 2007
F4. Statement of Cash Flows for the year ended June 30, 2007
and for the period January 13, 2000 through June 30,2007
F5. Statement of Stockholders' Equity as at June 30, 2007
F7. Notes to Financial Statements
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
Board of Directors
Capital Resource Alliance, Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Capital Resource Alliance, Inc. (An Exploration Stage Company) as of June 30, 2007 and the related statements of operations, shareholders’ equity and cash flows for the years ended June 30, 2007 and 2006 and for the period from January 12, 2000 (date of inception) to June 30, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Capital Resource Alliance, Inc. (An Exploration Stage Company) as of June 30, 2007 and the results of its operations and cash flows for the years ended June 30, 2007 and 2006 and for the period from January 12, 2000 (date of inception) to June 30, 2007 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company incurred a net loss of approximately $ 25,100 since inception, has not attained profitable operations and is dependent upon obtaining adequate financing to fulfill its exploration activities. These factors raise substantial doubt that the Company will be able to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Madsen & Associates CPA’s, Inc.
Madsen & Associates CPA’s, Inc.
Salt Lake City, Utah
August 31, 2007
F 1
|
CAPITAL RESOURCE ALLIANCE INC. (AN EXPLORATION STAGE COMPANY)
BALANCE SHEET FOR THE YEAR ENDED JUNE 30, 2007 |
|||
|
ASSETS |
|||
|
|
|||
|
|
|||
|
Cash |
$ 15,155 |
||
|
Total Assets |
$ 15,155 |
||
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|||
|
|
|||
|
Liabilites: |
- |
||
|
Due to related party |
2,655 |
||
|
Stockholders' Equity: |
|||
|
Preferred stock, $.001 par value; authorized 10,000,000, none issued |
- |
||
|
Common stock, $.001 par value; 100,000,000 shares authorized |
|
||
|
5,100,000 issued and outstanding |
5,100 |
||
|
|
|
||
|
Additional paid in capital |
32,500 |
||
|
Deficit accumulated during the exploration stage |
(25,100) |
||
|
Total Stockholders' Equity |
12,500 |
||
|
Total Liabilities and Stockholders' Equity |
$ 15,155 |
||
THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F 2
|
CAPITAL RESOURCE ALLIANCE INC. (AN EXPLORATION STAGE COMPANY) STATEMENT OF OPERATIONS FOR THE YEAR ENDED JUNE 30, 2007 AND FOR THE PERIOD JANUARY 13, 2000 THROUGH JUNE 30, 2007 |
|||||
|
From January 12, 2000 |
|||||
|
(Date of inception ) |
|||||
|
June 30, 2007 |
June 30, 2006 |
to June 30, 2007 |
|||
|
Revenue: |
$ - |
$ - |
$ - |
||
|
Total Revenue |
- |
||||
|
Operating Expenses: |
|||||
|
Mineral exploration costs |
5,000 |
- |
5,000 |
||
|
General & administrative |
8,600 |
- |
8,600 |
||
|
Impairment of mineral claims |
11,500 |
- |
11,500 |
||
|
Total Operating Expenses |
25,100 |
- |
25,100 |
||
|
NET LOSS |
$ (25,100) |
$ - |
$ (25,100) |
||
|
Weighted Average Shares |
|||||
|
Common Stock Outstanding |
4,262,500 |
- |
|||
|
Net Loss Per Share |
|||||
|
(Basic and Fully Dilutive) |
(0.00) |
$ - |
|||
THE ACCOMPANYING NOTES FORM AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F 3
|
CAPITAL RESOURCE ALLIANCE INC. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED JUNE 30, 2007 AND FOR THE PERIOD JANUARY 13, 2000 THROUGH JUNE 30,2007 |
||||
|
From January 12, 2000 |
||||
|
(Date of inception ) |
||||
|
June 30, 2007 |
June 30, 2006 |
to June 30, 2007 |
||
|
Cash Flows Used in Operating Activities: |
||||
|
Net Loss |
$ (25,100) |
|
$ (25,100) |
|
|
Adjustments to reconcile net (loss) to net cash provided |
||||
|
by operating activites: |
||||
|
Issuance of common stock for services |
1,100 |
1,100 |
||
|
Impairment of mineral claims |
11,500 |
|
11,500 |
|
|
|
- |
|
- |
|
|
Net Cash Used in Operating Activities |
(12,500) |
|
(12,500) |
|
|
Cash Flows Used In investing Activities: |
||||
|
Acquisition of mineral claims |
(10,000) |
|
(10,000) |
|
|
Net Cash Used In Investing Activities |
(10,000) |
(10,000) |
||
|
Cash Flows from Financing Activities: |
||||
|
Issuance of common stock for cash |
35,000 |
|
35,000 |
|
|
Due to related party |
2,655 |
|
2,655 |
|
|
Net Cash Provided by Financing Activities |
37,655 |
- |
37,655 |
|
|
Net Increase (Decrease) in Cash |
15,155 |
|
15,155 |
|
|
Cash at Beginning of Year |
- |
- |
- |
|
|
Cash at End of Year |
$ 15,155 |
|
$ 15,155 |
|
|
Non-Cash Investing & Financing Activities |
||||
|
Issuance of stock for services |
$ 1,100 |
|
$ 1,100 |
|
|
Issuance of stock for mineral claims |
1,500 |
|
1,500 |
|
THE ACCOMPANYING NOTES ARE AN INTEGRAL PERT OF THESE FINANCIAL STATEMENTS
F 4
|
CAPITAL RESOURCE ALLAINCE INC. (AN EXPLORATION STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY AS AT JUNE 30, 2007 |
||||||||||
|
|
|
|
|
Additional |
Deficit accumulated |
|||||
|
Shares |
Par Value |
Shares |
Par Value |
Paid-In |
during the exploration |
|||||
|
Issued |
$.001 per share |
Issued |
$.001 per share |
Capital |
stage |
Total |
||||
|
BALANCE- January 12, 2000 (inception) |
- |
$ - |
- |
$ - |
$ - |
$ - |
$ - |
|||
|
BALANCE- June 30, 2005 |
- |
- |
- |
- |
- |
- |
- |
|||
|
BALANCE- June 30, 2006 |
- |
- |
- |
- |
- |
- |
- |
|||
|
Issuance of common stock in exchange |
|
|
|
|
|
|
|
|||
|
for services - November 2006 |
|
|
500,000 |
500 |
|
|
500 |
|||
|
|
Issuance of common stock |
|
|
|
|
|
|
- |
||
|
for cash - December 2006 |
|
|
3,500,000 |
3,500 |
31,500 |
|
35,000 |
|||
|
Issuance of common stock in exchange |
|
|
|
|
|
|
|
|||
|
for services - January 2007 |
|
|
600,000 |
600 |
|
|
600 |
|||
|
Issuance of common stock in exchange |
|
|||||||||
|
for mineral cliams - Apirl 2007 |
500,000 |
500 |
1,000 |
1,500 |
||||||
|
Net (loss) for period ended June 30, 2007 |
(25,100) |
(25,100) |
||||||||
|
BALANCE- June 30, 2007 |
- |
$ - |
5,100,000 |
$ 5,100 |
$ 32,500 |
$ (25,100) |
$ 12,500 |
|||
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS
F 5
CAPITAL RESOURCE ALLIANCE, INC.
(AN EXPLORATION STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JUNE 30, 2007
NOTE 1 – NATURE AND PURPOSE OF BUSINESS
Capital Resource Alliance, Inc. (the “Company”) was incorporated under the laws of the State of Colorado on January 12, 2000. The Company’s activities to date have been limited to organization and capital formation. The Company is “an exploration stage company” and has acquired a series of mining claims for exploration and formulated a business plan to investigate the possibilities of a viable mineral deposit. The Company has adopted June 30 as its fiscal year end.
NOTE 2 – NATURE OF SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents.
REVENUE RECOGNITION
The Company considers revenue to be recognized at the time the service is performed.
USE OF ESTIMATES
The preparation of the Company’s financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company’s short-term financial instruments consist of cash and cash equivalents and accounts payable. The carrying amounts of these financial instruments approximate fair value because of their short-term maturities. Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash. During the year the Company did not maintain cash deposits at financial institution in excess of the $100,000 limit covered by the Federal Deposit Insurance Corporation. The Company does not hold or issue financial instruments for trading purposes nor does it hold or issue interest rate or leveraged derivative financial instruments.
EARNINGS PER SHARE
Basic Earnings per Share (“EPS”) is computed by dividing net income available to common stockholders by the weighted average number of common stock shares outstanding during the year. Diluted EPS is computed by dividing net income available to common stockholders by the weighted-average number of common stock shares outstanding during the year plus potential dilutive instruments such as stock options and warrant. The effect of stock options on diluted EPS is determined through the application of the treasury stock method, whereby proceeds received by the Company based on assumed exercises are hypothetically used to repurchase the Company’s common stock at the average market price during the period. Loss per share is unchanged on a diluted basis since the assumed exercise of common stock equivalents would have an anti-dilutive effect.
INCOME TAXES:
The Company uses the asset and liability method of accounting for income taxes as required by SFAS No. 109 “Accounting for Income Taxes”. SFAS 109 requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of certain assets and liabilities. Deferred income tax assets and liabilities are computed annually for the difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period, plus or minus the change during the period in deferred tax assets and liabilities.
Deferred income taxes may arise from temporary differences resulting from income and expanse items reported for financial accounting and tax purposes in different periods. Deferred taxes are
classified as current or non-current, depending on the classification of the assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The Company had no significant deferred tax items arise during any of the periods presented.
CONCENTRATION OF CREDIT RISK:
The Company does not have any concentration of related financial credit risk.
RECENT ACCOUNTING PRONOUNCEMENTS:
The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact to its financial statements.
NOTE 3 – MINERAL CLAIMS
The Company entered into a mineral claims purchase agreement on April 25 th , 2007, whereby the Company purchased certain mineral claims located in the Abrey Township, Northwestern Ontario, Thunder Bay Mining District. These mineral claims were acquired from an individual for cash in the amount of $10,000 and the issuance of 500,000 shares of the Company’s common stock valued at $ .003 per share for a total purchase price of $11,500. After the acquisition of these mineral claims, management performed an impairment test to determine the carrying value of these claims. Management determined that there was no reasonable method to value the claims and have impaired the cost of these claims and recorded the expense during the year ended June 30, 2007.
NOTE 4 – COMMON STOCK
The Company issued 600,000 shares of its common stock in January 2000 in exchange for services rendered valued at $600.
The Company issued 500,000 shares of its common stock in November 2006 in exchange for services rendered valued at $500.
During the year ended June 30, 2007 the Company issued 3,500,000 shares of its common stock in exchange for cash. The shares were valued at $.01 per share for an aggregate value of $35,000.
The Company issued 500,000 shares of its common stock in April 2007 as a partial payment for the acquisition of mineral claims (see Note 3). These shares were valued at $.003 per share for an aggregate value of $1,500.
NOTE 5 – GOING CONCERN
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has no sales and has incurred a net loss of $ 25,100 since inception. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classifications of recorded assets, or the amounts of and the classification of liabilities that might be necessary in the event the Company cannot continue in existence.
Changes In and Disagreements With Accountants
We have had no changes in or disagreements with our accountants.
Available Information
We have filed a registration statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.
UNTIL_____________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
Part II
Information Not Required In the Prospectus
Indemnification of Directors and Officers
Our officers and directors are indemnified as provided by the Colorado Revised Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:
(1)
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
(2)
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3)
a transaction from which the director derived an improper personal profit; and
(4)
willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Colorado law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
(1)
such indemnification is expressly required to be made by law;
(2)
the proceeding was authorized by our Board of Directors;
(3)
such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Colorado law; or
(4)
such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to 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, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.
Other Expenses of Issuance and Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 12.39
Transfer Agent Fees $ 500.00
Accounting fees and expenses $ 4,000.00
Legal fees and expenses $ 20,000.00
Edgar filing fees
$ 1,000.00
TOTAL
$ 25,512.39
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
Recent Sales of Unregistered Securities
On January 13, 2000 we issued 600,000 shares of our common stock to Mr. Joseph Forzani and in November 2006 we issued 500,000 shares of our common stock to Mr. Fred Fitzgerald. Mr. Forzani is our president and Chief Executive Officer, our Treasurer and Principal Accounting Officer and director and Mr. Fitzgerald is our Secretary
and Director. Mr. Forzani and Mr. Fitzgerald acquired these shares at a deemed price of $0.001 per share for total amount $1,100.00 for the time, effort and expense of organizing the company. These shares were issued pursuant to Section 4(2) and Regulations S of Rule 506 of the Securities Act of 1933 (the "Securities Act") and are restricted shares as defined in the Securities Act.
We completed an offering of 3,500,000 shares of our common stock at a price of $0.01 per share to the following 35 purchasers on December 4, 2006:
Name of Subscriber
Number of Shares
The total amount received from this offering was $35,000. We completed this offering pursuant to Regulation S of Rule 506 of the Securities Act.
We issued 500,000 shares of our common stock to Mr. Donald Murdock at a price of $0.03 on March 16, 2007 as partial payment for our Long Lake claims.
The total amount received from this offering was $1,500. We completed this offering pursuant to Regulation S of the Securities Act.
Regulation S Compliance
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates nor any person on behalf of any of the foregoing made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act;
The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.
Exhibits
Exhibit
Number Description
|
3.1 Articles of Incorporation |
|
3.2 Bylaws |
|
5.1 Legal opinion of Brant E. Hodyno, with consent to use |
|
10.1 Mineral Property Purchase Agreement |
|
23.1 Consent of Independent Auditors. |
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;
2. To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
3.
To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;
4. Notwithstanding the forgoing, 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 or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective registration statement.
5. To include any material information with respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in the registration statement.
6. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
7. To remove from registration by means of a post-effective amendment any of the securities being registered
hereby which remain unsold at the termination of the offering;
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
Signatures
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Calgary, Province of Alberta, on September 5. 2007.
Capital Alliance Resources, Inc.
By: /s/ Joseph Forzani
By: /s/ Fred Fitzgerald
Joseph Forzani, President Fred Fitzgerald, Secretary/Treasurer and
Chief Executive Officer
Principal Accounting Officer
Power of Attorney
ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Fred Fitzgerald 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 pre- or 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 attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
SIGNATURES CAPACITY IN WHICH SIGNED
DATE
/s/ Joseph Forzani
September 5, 2007
Joseph Forzani
President and Chief Executive Officer
/s/ Fred Fitzgerald
Fred Fitzgerald, Secretary
September 5, 2007
ARTICLES OF INCORPORATION
OF
CAPITAL RESOURCE ALLIANCE INC.
**************************************************************
The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Colorado relating to private corporations, hereby adopts the following Articles of Incorporation:
ARTICLE ONE. (NAME)
The name of the corporation is: CAPITAL RESOURCE ALLIANCE INC.
The address of the corporation is: 1031 1 st Avenue, NW, Calgary, AB T2N 0A8
ARTICLE TWO. (RESIDENT AGENT)
The agent for service of process Brian J. O’Shaughnessy
Mailing address: 150 Elm Street, Denver, CO 80220
ARTICLE THREE. (PURPOSES)
The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Colorado or of the United States of America, and without limiting the generality of the foregoing, specifically:
I. (OMNIBUS). To have to exercise all the powers now or hereafter conferred by the laws of the State of Colorado upon corporations organized pursuant to the laws under which the corporation is organized and any and all acts amendatory thereof and supplemental thereto.
II. (CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.
III. (PURPOSES TO BE CONSTRUED AS POWERS). The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.
ARTICLE FOUR. (CAPITAL STOCK)
The corporation shall have authority to issue an aggregate of ONE HUNDRED AND TEN MILLION (110,000,000) shares of stock, par value ONE MILL ($0.001) per share divided into two (2) classes of stock as follows for a total capitalization of ONE HUNDRED THOUSAND DOLLARS ($100,000).
a)
Non-Assessable Common Stock: One hundred Million (100,000,000) shares of Common stock, Par Value One Mill ($0.001) per share, and
b)
Preferred Stock: Ten Million (10,000,000) shares of Preferred stock, Par Value One Mill ($0.001) per share.
All capital stock when issued shall be fully paid and non-assessable. No holder of shares of capital stock of the corporation shall be entitled as such to any pre-emptive or preferential rights to subscribe to any un-issued stock, or any other securities, which the corporation may now or hereafter be authorized to issue.
The corporation’s capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration so fixed is not less than par value.
Holders of the corporations Common Stock shall not possess cumulative voting rights at any shareholders meetings called for the purpose of electing a Board of Directors or on other matters brought before stockholders meetings, whether they be annual or special.
ARTICLE FIVE. (DIRECTORS).
The affairs of the corporation shall be governed by a Board of Directors of not more than fifteen (15) or less than one (1) person. The name and address of the first Board of Directors is:
NAME ADDRESS
Joseph Forzani
1031 1 st Avenue, NW, Calgary, AB T2N 0A8
Inge Kerster
1630 York Avenue, New York, NY 10028
ARTICLE SIX. (ASSESSMENT OF STOCK).
The capital stock of the corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid up stock and no stock issued as fully paid up shall ever be assessable or assessed.
ARTICLE SEVEN. (INCORPORATOR).
The name and address of the incorporator of the corporation is as follows: Brant J. Hodyno, 1628 Second Avenue, Suite 2C, New York, NY 10028
ARTICLE EIGHT. (PERIOD OF EXISTENCE).
The period of existence of the Corporation shall be perpetual.
ARTICLE NINE. (BY-LAWS).
The Board of Directors shall adopt the initial Bylaws of the corporation. The power to alter, amend, or repeal the By-laws, or to adopt new Bylaws, shall be vested in the Board of Directors, except as otherwise may be specifically provided in the Bylaws.
ARTICLE TEN. (STOCKHOLDERS’ MEETINGS).
Meetings of stockholders shall be held at such place within or without the State of Colorado as may be provided by the Bylaws of the corporation. The President or any other executive officer of the corporation, the Board of Directors, or any member may call special meetings of the stockholders thereof, or by the record holder or holders of at least ten percent (10%) of all shares entitled to vote at the meeting. Any action otherwise required to be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power.
ARTICLE ELEVEN. (CONTRACTS OF CORPORATION).
No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall be any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation, or a majority thereof; and any director of this corporation who is also a director or officer of such other corporation, or who is so interested, may e counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were no such director or officer of such other corporation or not so interested.
ARTICLE TWELVE. (LIABILITY OF DIRECTORS AND OFFICERS).
No director or officer shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article Twelve 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 law, or (ii) the payment of dividends in violation of the Colorado Revised Statutes.
IN WITNESS WHEREOF, The undersigned has hereunto affixed his/her signature at New York, NY, this 21 st day of November, 2006.
_______________________________
Inge Kerster
BYLAWS OF
CAPITAL RESOURCE ALLIANCE INC.
CONTENTS OF INITIAL BYLAWS
ARTICLE
PAGE
1.00
CORPORATE CHARTER AND BYLAWS
1.01
Corporate Charter Provisions
4
1.02
Registered Agent or Office–Requirement
of Filing Changes with Secretary of State
4
1.03
Initial Business Office
4
1.04
Amendment of Bylaws
4
2.00
DIRECTORS AND DIRECTORS’ MEETINGS
2.01
Action Without Meeting
5
2.02
Telephone Meetings
5
2.03
Place of Meetings
5
2.04
Regular Meetings
5
2.05
Call of Special Meeting
5
2.06
Quorum
6
2.07
Adjournment–Notice of Adjourned Meetings
6
2.08
Conduct of Meetings
6
2.09
Powers of the Board of Directors
6
2.10
Board Committees–Authority to Appoint
7
2.11
Transactions with Interested Directors
7
2.12
Number of Directors
7
2.13
Term of Office
7
2.14
Removal of Directors
8
2.15
Vacancies
8
2.15(a)
Declaration of Vacancy
8
2.15(b)
Filling Vacancies by Directors
8
2.15(c)
Filling Vacancies by Shareholders
8
2.16
Compensation
9
2.17
Indemnification of Directors and Officers
9
2.18
Insuring Directors, Officers, and Employees
9
ARTICLE
PAGE
3.00
SHAREHOLDERS’ MEETINGS
3.01
Action Without Meeting
9
3.02
Telephone Meetings
10
3.03
Place of Meetings
10
3.04
Notice of Meetings
10
3.04
Voting List
10
3.05
Votes per Share
11
3.07
Cumulative Voting
11
3.08
Proxies
11
3.09
Quorum
12
3.09(a)
Quorum of Shareholders
12
3.09(b)
Adjourn for Lack or Loss of Quorum
12
3.10
Voting by Voice or Ballot
12
3.11
Conduct of Meetings
12
3.12
Annual Meetings
12
3.13
Failure to Hold Annual Meeting
13
3.14
Special Meetings
13
4.00
OFFICERS
4.01
Title and Appointment
13
4.01(a)
Chairman
13
4.01(b)
President
14
4.01(c)
Vice President
14
4.01(d)
Secretary
14
4.01(e)
Treasurer
15
4.01(f)
Assistant Secretary or
Assistant Treasurer
15
4.02
Removal and Resignation
15
4.03
Vacancies
16
4.04
Compensation
16
5.00
AUTHORITY TO EXECUTE INSTRUMENTS
5.01
No Authority Absent Specific Authorization
16
5.02
Execution of Certain Instruments
16
6.00
ISSUANCE AND TRANSFER OF SHARES
6.01
Classes and Series of Shares
17
6.02
Certificates for Fully Paid Shares
17
ARTICLE
PAGE
6.03
Consideration for Shares
17
6.04
Replacement of Certificates
17
6.05
Signing Certificates–Facsimile Signatures
18
6.06
Transfer Agents and Registrars
18
6.07
Conditions of Transfer
18
6.08
Reasonable Doubts as to Right to Transfer
18
7.00
CORPORATE RECORDS AND ADMINISTRATION
7.01
Minutes of Corporate Meetings
18
7.02
Share Register
19
7.03
Corporate Seal
19
7.04
Books of Account
19
7.05
Inspection of Corporate Records
20
7.06
Fiscal Year
20
7.07
Waiver of Notice
20
8.00
ADOPTION OF INITIAL BYLAWS
20
BYLAWS, PAGE 1
ARTICLE ONE–CORPORATE CHARTER AND BYLAWS
1.01
CORPORATE CHARTER PROVISIONS
The Corporation’s Charter authorizes one hundred million (100,000,000) shares of common stock (par value $ .001) and ten million (10,000,000) shares of Preferred stock (par value $ .001) to be issued. The officers and transfer agents issuing shares of the Corporation shall ensure that the total number of shares outstanding at any given time does not exceed this number. Such officers and agents shall advise the Board at least annually of the authorized shares remaining available to be issued. No shares shall be issued for less than the par value stated in the Charter. Each Charter provision shall be observed until amended by Restated Articles or Articles of Amendment duly filed with the Secretary of State.
1.02
REGISTERED AGENT AND OFFICE–REQUIREMENT OF FILING CHANGES WITH SECRETARY OF STATE
The address of the Registered Office provided in the Articles of Incorporation, as duly filed with the Secretary of State for the State of Colorado, is: 150 Elm Street, Denver, Colorado 80220.
The name of the Registered Agent of the Corporation at such address, as set forth in its Articles of Incorporation, is: Brian O’Shaughnessy.
The Registered Agent or Office may be changed by filing a Statement of Change of Registered Agent or Office or Both with the Secretary of State, and not otherwise. Such filing shall be made promptly with each change. Arrangements for each change in Registered Agent or Office shall ensure that the Corporation is not exposed to the possibility of a default judgment. Each successive Registered Agent shall be of reliable character and well informed of the necessity of immediately furnishing the papers of any lawsuit against the Corporation to its attorneys.
1.03
INITIAL BUSINESS OFFICE
The address of the initial principal business office of the Corporation is hereby established as: 1031 1 st Avenue, NW, Calgary, AB T2N 0A8.
The Corporation may have additional business offices within the State of Colorado and where it may be duly qualified to do business outside of Colorado, as the Board of Directors may from time to time designate or the business of the Corporation may require.
1.04
AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject to any limits imposed by the Shareholders, may amend or repeal these Bylaws and adopt new Bylaws. All amendments shall be upon advice of counsel as to legality, except in emergency. Bylaw changes shall take effect upon adoption unless otherwise specified. Notice of Bylaws changes shall be given in or before notice given of the first Shareholders’ meeting following their adoption.
ARTICLE TWO – DIRECTORS AND DIRECTORS’ MEETINGS
2.01
ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, and shall have the same force and effect as a unanimous vote of Directors, if all members of the Board consent in writing to the action. Such consent may be given individually or collectively.
2.02
TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by the Business Corporation Act, Directors may participate in and hold a meeting by means of conference call or similar communication by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
2.03
PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the business office of the Corporation or at such other place within or without the State of Nevada as may be designated by the Board.
2.04
REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held, without call or notice, immediately following each annual Shareholders’ meeting, and at such other regularly repeating times as the Directors may determine.
2.05
CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any purpose may be called at any time by the President or, if the President is absent or unable or refuses to act, by any Vice President or any two Directors. Written notices of the special meetings, stating the time and place of the meeting shall be mailed ten days before, or telegraphed or personally delivered so as to be received by each Director not later than two days before, the day appointed for the meeting. Notice of meetings need not indicate an agenda. Generally, a tentative agenda will be included, but the meeting shall not be confined to any agenda included with the notice.
Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting and do not object to the notice given. Consent may be given either before or after the meeting.
Upon providing notice, the Secretary or other officer sending notice shall sign and file in the Corporate Record Book a statement of the details of the notice given to each Director. If such statement should later not be found in the Corporate Record Book, due notice shall be presumed.
2.06
QUORUM
The presence throughout any Directors’ meeting, or adjournment thereof, of a majority of the authorized number of Directors shall be necessary to constitute a quorum to transact any business, except to adjourn. If a quorum is present, every act done or resolution passed by a majority of the Directors present and voting shall be the act of the Board of Directors.
2.07
ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors’ meeting to meet again at a stated hour on a stated day. Notice of the time and place where an adjourned meeting will be held need not be given to absent Directors if the time and place is fixed at the adjourned meeting. In the absence of a quorum, a majority of the Directors present may adjourn to a set time and place if notice is duly given to the absent members, or until the time of the next regular meeting of the Board.
2.08
CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the Chairman of the Board, if there is such an officer, and if not, the President, or in the President’s absence, a Vice President designated by the President, or in the absence of such designation, a Chairman chosen by a majority of the Directors present, shall preside. The Secretary of the Corporation shall act as Secretary of the Board of Directors’ meetings. When the Secretary is absent from any meeting, the Chairman may appoint any person to act as Secretary of that meeting.
2.09
POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all corporate powers shall be exercised by or under authority of the Board of Directors, subject to limitations imposed by law, the Articles of Incorporation, any applicable Shareholders’ agreement, and these Bylaws.
2.10
BOARD COMMITTEES–AUTHORITY TO APPOINT
The Board of Directors may designate an executive committee and one or more other committees to conduct the business and affairs of the Corporation to the extent authorized. The Board shall have the power at any time to change the powers and membership of, fill vacancies in, and dissolve any committee. Members of any committee shall receive such compensation as the Board of Directors may from time to time provide. The designation of any committee and the delegation of authority thereto shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
2.11
TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the Corporation and any of its Directors (or any corporation or firm in which any of its Directors are directly or indirectly interested) shall be valid for all purposes notwithstanding the presence of that Director at the meeting during which the contract or transaction was authorized, and notwithstanding the Directors’ participation in that meeting. This section shall apply only if the contract or transaction is just and reasonable to the Corporation at the time it is authorized and ratified, the interest of each Director is known or disclosed to the Board of Directors, and the Board nevertheless authorizes or ratifies the contract or transaction by a majority of the disinterested Directors present. Each interested Director is to be counted in determining whether a quorum is present, but shall not vote and shall not be counted in calculating the majority necessary to carry the vote. This section shall not be construed to invalidate contracts or transactions that would be valid in its absence.
2.12
NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be not less than one or more than fifteen. No Director need be a resident of Nevada or a Shareholder. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws. Any decrease in the number of Directors shall not have the effect of shortening the tenure that any incumbent Director would otherwise enjoy.
2.13
TERM OF OFFICE
Directors shall be entitled to hold office until their successors are elected and qualified. Election for all Director positions, vacant or not vacant, shall occur at each annual meeting of the Shareholders and may be held at any special meeting of Shareholders called specifically for that purpose.
2.14
REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be removed from office by a vote of Shareholders holding a majority of the outstanding shares entitled to vote at an election of Directors. However, if less than the entire Board is to be removed, no one of the Directors may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. No director may be so removed except at an election of the class of Directors of which he is a part. If any or all Directors are so removed, new Directors may be elected at the same meeting. Whenever a class or series of shares is entitled to elect one or more Directors under authority granted by the Articles of Incorporation, the provisions of this Paragraph apply to the vote of that class or series and not to the vote of the outstanding shares as a whole.
2.15
VACANCIES
Vacancies on the Board of Directors shall exist upon the occurrence of any of the following events: (a) the death, resignation, or removal of any Director; (b) an increase in the authorized number of Directors; or (c) the failure of the Shareholders to elect the full authorized number of Directors to be voted for at any annual, regular, or special Shareholders’ meeting at which any Director is to be elected.
2.15(a)
DECLARATION OF VACANCY
A majority of the Board of Directors may declare vacant the office of a Director if the Director: (a) is adjudged incompetent by a court order; (b) is convicted of a crime involving moral turpitude; (c) or fails to accept the office of Director, in writing or by attending a meeting of the Board of Directors, within thirty (30) days of notice of election.
2.15(b)
FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number of Directors may be filled temporarily by majority vote of the remaining Directors, though less than a quorum, or by a sole remaining Director. Each Director so elected shall hold office until a qualified successor is elected at a Shareholders’ meeting.
2.15(c)
FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors, including those caused by an increase in the number of Directors shall be filled by the Shareholders at the next annual meeting or at a special meeting called for that purpose. Upon the resignation of a Director tendered to take effect at a future time, the Board or the Shareholders may elect a successor to take office when the resignation becomes effective.
2.16
COMPENSATION
Directors shall receive such compensation for their services as Directors as shall be determined from time to time by resolution of the Board. Any Director may serve the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receive compensation therefore.
2.17
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the Corporation to pay or reimburse any present or former Director or officer of the Corporation any costs or expenses actually and necessarily incurred by that officer in any action, suit, or proceeding to which the officer is made a party by reason of holding that position, provided, however, that no officer shall receive such indemnification if finally adjudicated therein to be liable for negligence or misconduct in office. This indemnification shall extend to good-faith expenditures incurred in anticipation of threatened or proposed litigation. The Board of Directors may in proper cases, extend the indemnification to cover the good-faith settlement of any such action, suit, or proceeding, whether formally instituted or not.
2.18
INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance on behalf of any Director, officer, employee, or agent of the Corporation, or on behalf of any person 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 any liability asserted against that person and incurred by that person in any such corporation, whether or not the Corporation has the power to indemnify that person against liability for any of those acts.
ARTICLE THREE–SHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the Shareholders under any provision of the Nevada Business Corporation Act may be taken without a meeting if authorized by a consent or waiver filed with the Secretary of the Corporation and signed by all persons who would be entitled to vote on that action at a Shareholders' meeting. Each such signed consent or waiver, or a true copy thereof, shall be placed in the Corporate Record Book.
3.02
TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by the Business Corporation Act, Shareholders may participate in and hold a meeting by means of conference call or similar communication by which all persons participating can hear each other. Participation in such a meeting shall constitute presence in person at such meeting, except participation for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
3.03
PLACE OF MEETINGS
Shareholders' meetings shall be held at the business office of the Corporation, or at such other place within or without the State of Nevada as may be designated by the Board of Directors or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or persons calling a Shareholders' Meeting. shall give notice, or cause it to be given, in writing to each Director and to each Shareholder entitled to vote at the meeting at least ten (10) but not more than sixty (60) days before the date of the meeting. Such notice shall state the place, day, and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called. Such written notice may be given personally, by mail, or by other means. Such notice shall be addressed to each recipient at such address as appears on the Books of the Corporation or as the recipient has given to the Corporation for the purpose of notice. Meetings provided for in these Bylaws shall not be invalid for lack of notice if all persons entitled to notice consent to the meeting in writing or are present at the meeting in person or by proxy and do not object to the notice given, Consent may be given either before or after the meeting. Notice of the reconvening of an adjourned meeting is not necessary unless the meeting is adjourned more than thirty days past the date stated in the notice, in which case notice of the adjourned meeting shall be given as in the case of any special meeting. Notice may be waived by written waivers signed either before or after the meeting by all persons entitled to the notice.
3.05
VOTING LIST
At least ten (10), but not more than sixty (60), days before each Shareholders' meeting, the officer or agent having charge of the Corporation's share transfer books shall make a complete list of the Shareholders entitled to vote at that meeting or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. The list shall be kept on file at the Registered Office of the Corporation for at least ten (10) days prior to the meeting, and shall be subject to inspection by any Director, officer, or Shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject, during the whole time of the meeting, to the inspection of any Shareholder. The original share transfer books shall be prima facie evidence as to the Shareholders entitled to examine such list or transfer books or to vote at any meeting of Shareholders. However, failure to prepare and to make the list available in the manner provided above shall not affect the validity of any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of Shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied pursuant to the Articles of Incorporation. A Shareholder may vote in person or by proxy executed in writing by the Shareholder, or by the Shareholder's duly authorized attorney-in-fact.
3.07 CUMULATIVE VOTING
No shareholder shall have the right to cumulative voting.
3.08
PROXIES
A Shareholder may vote either in person or by proxy executed in writing by the Shareholder or his or her duly authorized attorney in fact. Unless otherwise provided in the proxy or by law, each proxy shall be revocable and shall not be valid after eleven (11) months from the date of its execution,
3.09
QUORUM
3.09(a)
QUORUM OF SHAREHOLDERS
As to each item of business to be voted on, the presence (in person or by proxy) of the persons who are entitled to vote a majority of the outstanding voting shares on that matter shall constitute the quorum necessary for the consideration of the matter at a Shareholders' meeting. The vote of the holders of a majority of the shares entitled to vote on the matter and represented at a meeting at which a quorum is present shall be the act of the Shareholders' meeting.
3.09(b)
ADJOURNMENT FOR LACK OR LOSS OF QUORUM
No business may be transacted in the absence of a quorum, or upon the withdrawal of enough Shareholders to leave less than a quorum, other than to adjourn the meeting from time to time by the vote of a majority of the shares represented at the meeting.
3.10
VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot unless a Shareholder demands election by ballot before the voting begins.
3.11
CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired by the President, or, in the President's absence, a Vice President designated by the President, or, in the absence of such designation, any other person chosen by a majority of the Shareholders of the Corporation present in person or by proxy and entitled to vote. The Secretary of the Corporation, or, in the Secretary's absence, an Assistant Secretary, shall act as Secretary of all meetings of the Shareholders. In the absence of the Secretary or Assistant Secretary, the Chairman shall appoint another person to act as Secretary of the meeting.
3.12
ANNUAL MEETINGS
The time, place, and date of the annual meeting of the Shareholders of the Corporation, for the purpose of electing Directors and for the transaction of any other business as may come before the meeting, shall be set from time to time by a majority vote of the Board of Directors. If the day fixed for the annual meeting shall be on a legal holiday in the State of Nevada, such meeting shall be held on the next succeeding business day. If the election of Directors is not held on the day thus designated for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Shareholders as soon thereafter as possible.
3.13
FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual Shareholders' Meeting is not held, any Shareholder may apply to a court of competent jurisdiction in the county in which the principal office of the Corporation is located for a summary order that an annual meeting be held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be called at any time by. (a) the President; (b) the Board of Directors; or (c) one or more Shareholders holding in the aggregate one-tenth or more of all the shares entitled to vote at the meeting. Such meeting may be called for any purpose. The party calling the meeting may do so only by written request sent by registered mail or delivered in person to the President or Secretary. The officer receiving the written request shall within ten (10) days from the date of its receipt cause notice of the meeting to be sent to all the Shareholders entitled to vote at such a meeting. If the officer does not give notice of the meeting within ten (10) days after the date of receipt of the written request, the person or persons calling the meeting may fix the time of the meeting and give the notice. The notice shall be sent pursuant to Section 3.04 of these Bylaws. The notice of a special Shareholders' meeting must state the purpose or purposes of the meeting and, absent consent of every Shareholder to the specific action taken, shall be limited to purposes plainly stated in the notice, notwithstanding other provisions herein.
ARTICLE FOUR–OFFICERS
4.01
TITLE AND APPOINTMENT
The officers of the Corporation shall be a President and a Secretary, as required by law. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Vice Presidents, a Treasurer, one or more Assistant Secretaries, and one or more Assistant Treasurers. Any two or more offices, including President and Secretary, may be held by one person. All officers shall be elected by and hold office at the pleasure of the Board of Directors, which shall fix the compensation and tenure of all officers.
4.01(a)
CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an officer, shall, if present, preside at the meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to the Chairman by the Board of Directors or prescribed by these Bylaws.
4.01(b)
PRESIDENT
Subject to such supervisory powers, if any, as may be given to the Chairman, if there is one, by the Board of Directors, the President shall be the chief executive officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and officers of the Corporation. The President shall have the general powers and duties of management usually vested in the office of President of a corporation; shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws; and shall be ex officio a member of all standing committees, including the executive committee, if any. In addition, the President shall preside at all meetings of the Shareholders and in the absence of the Chairman, or if there is no Chairman, at all meetings of the Board of Directors.
4.01(c)
VICE PRESIDENT
Any Vice President shall have such powers and perform such duties as from time to time may be prescribed by these Bylaws, by the Board of Directors, or by the President. In the absence or disability of the President, the senior or duly appointed Vice President, if any, shall perform all the duties of the President, pending action by the Board of Directors when so acting, such Vice President shall have all the powers of, and be subject to all the restrictions on, the President.
4.01(d)
SECRETARY
The Secretary shall:
(1)
See that all notices are duly given in accordance with the provisions of these Bylaws and as required by law. In case of the absence or disability of the Secretary. or the Secretary's refusal or neglect to act, notice may be given and served by an Assistant Secretary or by the Chairman, the President, any Vice President, or by the Board of Directors.
(2)
Keep the minutes of corporate meetings, and the Corporate Record Book, as set out in Section 7.01 hereof.
(3)
Maintain, in the Corporate Record Book, a record of all share certificates issued or canceled and all shares of the Corporation canceled or transferred.
(4)
Be custodian of the Corporation's records and of any seal which the Corporation may from time to time adopt. when the Corporation exercises its right to use a seal, the Secretary shall see that the seal is embossed on all share certificates prior to their issuance and on all documents authorized to be executed under seal in accordance with the provisions of these Bylaws.
(5)
In general, perform all duties incident to the office of Secretary, and such other duties as from time to time may be required by Sections 7.01, 7.02, and 7.03 of these Bylaws, by these Bylaws generally, by the Board of Directors, or by the President.
4.01(e)
TREASURER
The Treasurer shall:
(6)
Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all funds in the name of the Corporation in those banks, trust companies, or other depositories that shall be selected by the Board of Directors.
(7)
Receive, and give receipt for, monies due and payable to the Corporation.
(8)
Disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for those disbursements.
(9)
If required by the Board of Directors or the President, give to the Corporation a bond to assure the faithful performance of the duties of the Treasurer's office and the restoration to the Corporation of all corporate books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or control, in case of the Treasurer’s death, resignation, retirement, or removal from office. Any such bond shall be in a sum satisfactory to the Board of Directors, with one or more sureties or a surety company satisfactory to the Board of Directors.
(10)
In general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by Sections 7.O4 and 7.05 of these Bylaws, by these Bylaws generally, by the Board of Directors, or by the President.
4.01(f)
ASSISTANT SECRETARY AND ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall have such powers and perform such duties as the Secretary or Treasurer, respectively, or as the Board of Directors or President may prescribe. In case of the absence of the Secretary or Treasurer, the senior Assistant Secretary or Assistant Treasurer, respectively, may perform all of the functions of the Secretary or Treasurer.
4.02
REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by vote of a majority of the Directors at any regular or special meeting of the Board, or, except in case of an officer chosen by the Board of Directors, by any committee or officer upon whom that power of removal may be conferred by the Board of Directors. Such removal shall be without prejudice to the contract rights, if any, of the person removed. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary of the Corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of that resignation shall not be necessary to make it effective.
4.03
VACANCIES
Upon the occasion of any vacancy occurring in any office of the Corporation, by reason of death, resignation, removal, or otherwise, the Board of Directors may elect an acting successor to hold office for the unexpired term or until a permanent successor is elected.
4.04
COMPENSATION
The compensation of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving a salary by reason of the fact that the officer is also a Shareholder or a Director of the Corporation, or both.
ARTICLE FIVE–AUTHORITY TO EXECUTE INSTRUMENTS
5.01
NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the execution of instruments. The Board of Directors, except as otherwise provided in these Bylaws, may additionally authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless expressly authorized by these Bylaws or the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement nor to pledge its credit nor to render it pecuniarily liable for any purpose or in any amount.
5.02
EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory notes, deeds, deeds of trust, mortgages, pledges, and other evidences of indebtedness of the Corporation, other corporate documents, and certificates of ownership of liquid assets held by the Corporation shall be signed or endorsed by the President or any Vice President and by the Secretary or the Treasurer, unless otherwise specifically determined by the Board of Directors or otherwise required by law.
ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes or series of shares, or both. Any of these classes or series may have full, limited, or no voting rights, and may have such other preferences, rights, privileges, and restrictions as are stated or authorized in the Articles of Incorporation. All shares of any one class shall have the same voting, conversion, redemption, and other rights, preferences, privileges, and restrictions, unless the class is divided into series, If a class is divided into series, all the shares of any one series shall have the same voting, conversion, redemption, and other. rights, preferences, privileges, and restrictions. There shall always be a class or series of shares outstanding that has complete voting rights except as limited or restricted by voting rights conferred on some other class or series of outstanding shares.
6.02
CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing shares may be issued by the Corporation until the full amount of the consideration has been received when the consideration has been paid to the Corporation, the shares shall be deemed to have been issued and the certificate representing the shares shall be issued to the shareholder.
6.03
CONSIDERATION FOR SHARES
Shares may be issued for such consideration as may be fixed from time to time by the Board of Directors, but not less than the par value stated in the Articles of Incorporation. The consideration paid for the issuance of shares shall consist of money paid, labor done, or property actually received, and neither promissory notes nor the promise of future services shall constitute payment nor partial payment for shares of the Corporation.
6.04
REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be issued until the former certificate for the shares represented thereby shall have been surrendered and canceled, except that replacements for lost or destroyed certificates may be issued, upon such terms, conditions, and guarantees as the Board may see fit to impose, including the filing of sufficient indemnity.
6.05
SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by the officer(s) designated by the Board of Directors. The signatures of the foregoing officers may be facsimiles. If the officer who has signed or whose facsimile signature has been placed on the certificate has ceased to be such officer before the certificate issued, the certificate may be issued by the Corporation with the same effect as if he or she were such officer on the date of its issuance.
6.06
TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer agents or transfer clerks, and one or more registrars, at such times and places as the requirements of the Corporation may necessitate and the Board of Directors may designate. Each registrar appointed, if any, shall be an incorporated bank or trust company, either domestic or foreign.
6.07
CONDITIONS OF TRANSFER
The party in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof as regards the Corporation, provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, and prior written notice thereof shall be given to the Secretary of the Corporation, or to its transfer agent, if any, such fact shall be stated in the entry of the transfer.
6.08
REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the Corporation or its transfer agent, before recording the transfer of the shares on its books or issuing any certificate therefore, may require from the person seeking the transfer reasonable proof of that person's right to the transfer. If there remains a reasonable doubt of the right to the transfer, the Corporation may refuse a transfer unless the person gives adequate security or a bond of indemnity executed by a corporate surety or by two individual sureties satisfactory to the Corporation as to form, amount, and responsibility of sureties. The bond shall be conditioned to protect the Corporation, its officers, transfer agents, and registrars, or any of them, against any loss, damage, expense, or other liability for the transfer or the issuance of a new certificate for shares.
ARTICLE SEVEN–CORPORATE RECORDS AND ADMINISTRATION
7.01
MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal office, or such other place as the Board of Directors may order, a book recording the minutes of all meetings of its Shareholders and Directors, with the time and place of each meeting, whether such meeting was regular or special, a copy of the notice given of such meeting, or of the written waiver thereof, and, if it is a special meeting, how the meeting was authorized. The record book shall further show the number of shares present or represented at Shareholders' meetings, and the names of those present and the proceedings of all meetings.
7.02
SHARE REGISTER
The Corporation shall keep at the principal office, or at the office of the transfer agent, a share register showing the names of the Shareholders, their addresses, the number and class of shares issued to each, the number and date of issuance of each certificate issued for such shares, and the number and date of cancellation of every certificate surrendered for cancellation. The above information may be kept on an information storage device such as a computer, provided that the device is capable of reproducing the information in clearly legible form. If the Corporation is taxed under Internal Revenue Code Section 1244 or Subchapter S, the Officer issuing shares shall maintain the appropriate requirements regarding issuance.
7.03
CORPORATE SEAL
The Board of Directors may at any time adopt, prescribe the use of, or discontinue the use of, such corporate seal as it deems desirable, and the appropriate officers shall cause such seal to be affixed to such certificates and documents as the Board of Directors may direct.
7.04
BOOKS OF ACCOUNT
The Corporation shall maintain correct and adequate accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus, and shares. The corporate bookkeeping procedures shall conform to accepted accounting practices for the Corporation's business or businesses. subject to the foregoing, The chart of financial accounts shall be taken from, and designed to facilitate preparation of, current corporate tax returns. Any surplus, including earned surplus, paid-in surplus, and surplus arising from a reduction of stated capital, shall be classed by source and shown in a separate account. If the Corporation is taxed under Internal Revenue Code Section 1244 or Subchapter S, the officers and agents maintaining the books of account shall maintain the appropriate requirements.
7.05
INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to examine the Corporation's books or records may be required to first sign an affidavit that the demanding party will not directly or indirectly participate in reselling the information and will keep it confidential other than in use for proper purposes reasonably related to the Director's or Shareholder's role. A Director who insists on examining the records while refusing to sign this affidavit thereby resigns as a Director.
7.06
FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the Board of Directors and approved by the Internal Revenue Service. The Treasurer shall forthwith arrange a consultation with the Corporation's tax advisers to determine whether the Corporation is to have a fiscal year other than the calendar year. If so, the Treasurer shall file an election with the Internal Revenue Service as early as possible, and all correspondence with the IRS, including the application for the Corporation's Employer Identification Number, shall reflect such non-calendar year election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws may be waived by execution of a written waiver of notice executed by the person entitled to the notice. The waiver may be signed before or after the meeting.
ARTICLE EIGHT--ADOPTION OF INITIAL BYLAWS
The foregoing bylaws were adopted by the Board of Directors on November 21 st, 2006.
Attested to, and certified by: ___________________________________
Inge Kerster, Secretary/Treasurer and Director
BYLAWS, PAGE 2
EXHIBIT 5.1
OPINION AS TO LEGALITY
BRANT E. HODYNO
ATTORNEY AT LAW
200 East 57 th Street, Suite 15 F
New York, NY 10021
Telephone Facsimile
(646) 290-6647 (646) 415-9093
September 11, 2007
United States Securities and Exchange Commission
Washington, D.C. 20549
Re: Capital Resource Alliance Inc.
Ladies and Gentlemen:
I have acted as counsel for Capital Resource Alliance Inc., a Colorado corporation (the “Company”), in connection with the preparation of this registration statement on Form SB-2, (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the public offering (the “Offering”) of up to 4000,000 shares (the “Registered Shares”) by existing shareholders of the Company
In rendering the opinion set forth below, I have reviewed (a) the Registration Statement and the exhibits thereto; (b) the Company’s Articles of Incorporation; (c) the Company’s Bylaws; (d) certain records of the Company’s corporate proceedings as reflected in its minute books; (e) such statutes, records and other documents as I have deemed relevant and (f) certain representations made by the company, its counsel and its auditors; Colorado law including the statutory provisions, all applicable provisions of the Colorado law and reported judicial decisions interpreting those laws. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.
In addition, I opine upon Colorado law, including the statutory provisions, all applicable provisions of the Colorado Constitution and reported judicial decisions interpreting those laws.
Based on the foregoing, I am also of the opinion that:
1. The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Colorado, with corporate power to conduct its business as described in the Registration Statement.
2. I am of the opinion that all of the Registered Shares are validly issued, fully paid and non-assessable pursuant to the corporate law of the State of Colorado.
3. All the Treasury shares described in the Registration Statement are duly and validly authorized and, upon the issuance thereof, will be duly and validly issued as fully paid and non-assessable.
I am also of the further opinion that Mr. Joseph Forzani and Mr. Frederick Fitzgerald, the Company’s officers and directors, will not be deemed to be a broker or dealer in connection with the Offering of the Treasury Shares pursuant to the Registration Statement.
I hereby consent to the Company’s filing of this legal opinion with the Securities and Exchange Commission as Exhibit 5.1 to its registration statement on Form SB-2.
Very truly yours:
/s/ Brant E. Hodyno
Brant E. Hodyno
CLAIMS PURCHASE AGREEMENT
THIS AGREEMENT dated as of the 25day of April, 2007,
BETWEEN:
Donald Murdock, a businessman with an office at 5918 Third Street, S.W., Calgary, Alberta, T2H 0H8 (“Murdock”)
AND:
Capital Resource Alliance Inc., a Colorado corporation having its principal off ice at 1013 First Avenue, NW, Calgary, AB T2N 0A8 ( Capital ”)
WHEREAS:
A. Murdock is the beneficial owner of an undivided One Hundred Percent (100%) interest in and to those certain mineral claims (the “ Claims ”) more particularly described in Schedule “A” attached to and made part of this agreement;
B. Murdock has agreed to grant Capital the right to acquire an undivided 100% interest in and to the Claims on the terms and subject to the conditions set out in this agreement;
NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:
IN CONSIDERATION of the premises and the mutual promises, covenants, conditions, representations and warranties set out in this agreement, the parties hereto agree as follows:
1.
INTERPRETATION
1.1 For the purposes of this agreement, including the recitals and any schedules hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and phrases will have the following meanings, namely:
(a)
“Claims” mean the mineral claims described in Schedule “A” attached hereto, in the recitals hereto and all mining leases and other mining interests and rights derived therefrom. Any reference herein to
any mineral claim comprised in the Claims includes any mineral leases or other interests to which such mineral claim may have been converted
(b)
“Exploration and Development” means (i) any and all activities comprising or undertaken in connection with the exploration and development of the Claims, (ii) the construction of a mine and mining facilities on or in proximity to the Claims, (iii) placing the Claims into commercial production, and, without limiting the generality of the foregoing, includes:
(1)
Road work - seasonal maintenance of the access road to permit year round access to the Claims; and
(2)
Surveying - considering that the original corner markers have been obliterated, reestablishment of the corners of the Claims; and
(3)
Safety measures - bring the safety aspects of the Property into compliance with the Mineral Exploration Code, issued under the Mines Act .
(c)
“Intervening Event” will have the meaning attributed to it in Section 14.1.
(d)
“Offer” will have the meaning attributed to it in Section 13.2.
(e)
“ Property Expenditures ” means all reasonable and necessary monies expended on or in connection with Exploration and Development as determined in accordance with generally accepted accounting principles including, net of the Goods and Services Tax, without limiting the generality of the foregoing:
(i) the cost of entering upon, surveying, prospecting and drilling relating to the Claims;
(ii) the cost of any geophysical, geochemical and geological surveys relating to the Claims;
(iii) all filing and other fees and charges necessary or advisable to keep the Claims or any part or parts thereof in good standing with any regulatory authorities having jurisdiction;
(iv) all rentals, royalties, taxes (exclusive of all income taxes and mining taxes based on income and which are or may be assessed against the parties hereto) and any assessments whatsoever, whether the same constitute charges on the Claims or arise as a result of the operations thereon or incurred for the purpose of Exploration and Development;
(v) the cost, including rent and finance charges, of all buildings, machinery, tools, appliances and equipment and related capital items that may be erected, installed and used from time to time in connection with Exploration and Development;
(vi) the cost of construction, rental and maintenance of camps required for Exploration and Development;
(vii) the cost of transporting persons, supplies, machinery and equipment in connection with Exploration and Development;
(viii) all wages and salaries (including fringe benefits as are usually paid in Canadian mineral exploration business) of persons engaged in the Exploration and Development and any assessments or levies made under the authority of any regulatory body having jurisdiction with respect to such persons or supplying food, lodging and other reasonable needs for such persons;
(ix) all costs of consulting and other engineering services including report preparation;
(x) the cost of compliance with all statutes, orders and regulations respecting public safety, environmental reclamation, restoration and other like work required as a result of conducting Exploration and Development; and
(xi) all costs of searching for, digging, working, sampling, transporting, mining and procuring ores and minerals from and out of the Claims.
(f)
“Property Rights” means all licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this agreement and necessary for the development of the Claims, or for the purpose of placing the Claims into production or continuing production therefrom.
1.2 In this agreement, all dollar amounts are expressed in lawful currency of The United States of America, unless specifically provided to the contrary.
1.3 The titles to the respective Sections hereof will not be deemed to be a part of this agreement but will be regarded as having been used for convenience only.
1
Words used herein importing the singular number will include the plural, and vice-versa, and words importing the masculine gender will include the feminine and neuter genders, and vice-versa, and words importing persons will include firms, partnerships and corporations.
2
REPRESENTATIONS AND WARRANTIES OF MURDOCK
2.1
Murdock represents and warrants to Capital that:
1
(a)
Murdock has the full power and authority to enter into this agreement and the entering into of this agreement does not conflict with any applicable laws or or any contract or other commitment to which Murdock is party;
2
(b)
Murdock is legally entitled to hold the Claims and all mineral claims and leases therein and all Property Rights held by it and to option out its interest in the Claims, and will remain so entitled until all interests of Murdock in the Claims have been duly transferred to Capital as contemplated hereby;
3
(c)
Murdock is, and at the time of each transfer to Capital of mineral claims and leases comprising the Claims will be, the sole and exclusive beneficial owner of the Claims, free and clear of all liens, assignments, mortgages, actions, charges, and claims of any kind held by any person or persons, corporations, or government bodies against the Claims, and no taxes or rental are due in respect of any thereof;
4
(d)
the mineral claims and rights comprising the Claims have been duly and validly located and recorded in the name of Luverne Hogg and are in good standing on the date hereof and expire on the dates set out in this agreement;
5
(e)
all permits, licenses, consents and authorities necessary to carry on the drill testing on the Claims have been obtained or will be obtained prior to the drilling being conducted on the Claims;
6
(g)
there is no adverse claim or challenge against or to the ownership of or title to the Claims, nor to the knowledge of Murdock is there any basis therefor, and, except for this agreement, there are no outstanding agreements or options to acquire or purchase the Claims or any portion thereof, and no persons other than Murdock, pursuant to the provisions hereof, has any royalty in production from any of the mineral claims and rights comprising the Claims;
7
(h)
Murdock has complied with all the laws in effect in the jurisdiction in which the Claims are located with respect to the Claims and such Claims has been duly and properly staked and recorded in accordance with such laws and that Capital may enter in, under or upon the Claims for all purposes of this agreement without making any payment to, and without accounting to or obtaining the permission of, or any other person other that any payment required to be made under this agreement;
8
(i)
to the best of Murdock’s knowledge, there are no environmental damages or claims that have been made or threatened against the Claims; and
9
(j)
the recitals in this agreement are true and correct.
2.2 The representations and warranties contained in Section 2.1 are provided for the exclusive benefit of Capital, and a breach of any one or more thereof may be waived by Capital, in whole or in part at any time without prejudice to their rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in this Section will survive the execution hereof.
3.
REPRESENTATIONS AND WARRANTIES OF CAPITAL
3.1 Capital represents and warrants to Murdock that Capital has the full power and authority to enter into this agreement and the entering into of this agreement does not conflict with any applicable laws or any contract or other commitment to which Capital is party.
1
The representations and warranties contained in Section 3.1 are provided for the exclusive benefit of Murdock and a breach of any one or more thereof may be waived by Murdock in whole or in part at any time without prejudice to their rights in respect of any other breach of the same or any other representation or warranty; and the representations and warranties contained in this Section will survive the execution hereof.
4.
PURCHASE
4.1 Murdock grants to Capital the exclusive right to acquire an undivided 100% right, title and interest in and to the Claims for the consideration set forth in the following:
1
(a)
payment of US$ 10,000 to Murdock upon the signing of this agreement, which has been delivered to Murdock and which Murdock acknowledges receipt of; and
2
(b)
the issuance to Murdock of 500,000 shares of Capital’s common stock.
4.
TRANSFER OF TITLE
5.1 Murdock will deliver to Capital duly executed transfers for the transfer of a 100% interest in the Claims to Capital, including all right, title and interest in the commercial production of metal and minerals on the Claims.
5.2 Murdock acknowledges the right and privilege of Capital to file, register and/or to otherwise deposit a copy of this agreement at the applicable registration office, and any other governmental agencies to give third parties notice of this agreement, and agrees to do or cause to be done all acts or things reasonably necessary to effect such filing, registration and/or deposit.
1
Murdock declares that, as to any property or asset or interest in any property or asset of Murdock intended to be transferred, sold, granted, conveyed, assigned and set over to Capital pursuant to this agreement and title to which may not have passed to Capital by virtue of this agreement or any transfer or conveyance which from time to time may be executed and delivered in pursuance of the covenants contained in this agreement, Murdock holds the same in trust for Capital to transfer, sell, grant, convey, assign and set over the same as Capital from time to time may direct at no cost to Capital other than the cost of the actual fees paid or payable for the transfer of property to Capital.
4.
OPERATOR
1
Capital or his nominee will be the operator on the Claims during the term of this agreement.
7. RIGHT OF ENTRY
7.1 Throughout the Option Period, Capital and his employees, agents and independent contractors, will have the sole and exclusive right in respect of the Claims to:
1
(a)
have the right of access to and from, and to enter upon the Claims;
2
(b)
have exclusive and quiet possession thereof;
3
(c)
do such testing, prospecting, exploration, development and/or other mining work thereon and thereunder as Capital in his sole discretion may determine advisable for the purpose of incurring Property Expenditures;
4
(d)
bring upon and erect upon the Claims buildings, plant, machinery and equipment as Capital may deem advisable;
5
(e)
remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests; and
6
(f)
operate on the Claims as a mine and production and to remove mineral products therefrom.
8.
INDEMNIFICATION OF MURDOCK
8.1 Murdock will indemnify Capital from any and all debts or liabilities arising out of or from the Claims prior to the date of this agreement.
9.
OBLIGATIONS OF CAPITAL
9.1 Prior to the termination of this agreement, whether such termination is by exercise or otherwise, Capital will:
Until the title to the claims is duly transferred to Capital, Capital shall indemnify and save Murdock harmless in respect of any and all costs, claims, liabilities and expenses arising out of Capital’s activities on the Claims and that the workings on or improvements to the Claims made by Capital are left in a safe condition.
10.
FORCE MAJEURE
No party will be liable for its failure to perform any of their obligations under this agreement due to a cause beyond their reasonable control (except those caused by its own lack of funds) including, but not limited to acts of God, fire, flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority, or non-availability of materials or transportation (each an “ Intervening Event ”).
11.
FURTHER ASSURANCES
Each of the parties covenants and agrees, from time to time and at all times, to do all such further acts and execute and deliver all such further deeds and documents as will be reasonably required in order to fully perform and carry out the terms and intent of this agreement.
12.
TIME OF THE ESSENCE
Time will be of the essence in the performance of this agreement.
13.
SEVERABILITY
If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.
14.
COSTS
Each of the parties hereto agree to pay their own costs, expenses and fees (including, without limitation, legal counsel fees) incurred in connection with the preparation, execution and consummation of this agreement.
15.
ENTIRE AGREEMENT
This agreement will supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the subject matter of this agreement.
16.
GOVERNING LAW
This agreement and all provisions hereof will be governed by, and construed in accordance with, the laws of the Province of Alberta, Canada parties irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the Province of Alberta and Canada in Alberta (the “Alberta Courts”) for any litigation arising out of or relating to this agreement and the transactions contemplated hereby, consent to waive any objection to the laying of venue of any such litigation in theAlberta Courts, and agree not to plead or claim in any Nevada Court that such litigation brought therein has been brought in an inconvenient forum; provided that any judgment obtained in any such litigation may be enforced in any court having jurisdiction over a party or its assets
17.
WAIVERS
No consent or waiver expressed or implied by any party in respect of any breach or default by any other party will be deemed or construed to be a consent to, or a waiver of, any other breach or default whatsoever.
17.
BINDING EFFECT
This agreement will enure to the benefit of and be binding upon the parties hereto and their respective heirs, successors and permitted assigns.
IN WITNESS WHEREOF this agreement was executed by the parties hereto as of the day and year first above written.
/s/ Donald Murdock
Donald Murdock
Capital Resource Alliance Inc.
By: /s/ Joseph Forzani
Joseph Forzani, President
/s/ Frederick Fitzgerald
Frederick Fitzgerald, Secretary/Treasurer
)
SCHEDULE “A”
Schedule “A” to that certain Purchase Agreement
between Donald Murdock and Capital Resource Alliance Inc.
made as of the 25
th
day of April, 2007.
(number of pages including this one: 1)
MINERAL CLAIMS
The Long Lake claims consist of two blocks of mineral claims comprised of 15 and 6 units respectively. Such rights may be transferred or held in trust. The claims comprising the Long Lake claims are registered 100% and held in trust in the name of Luverne Hogg of Peachland, British Columbia. The legal description of these claims is: Abrey Township, Northwestern Ontario, Thunder Bay Mining District NTS 42E/10
CONSENT OF INDEPENDENT AUDITORS
September 12, 2007
We hereby consent to the inclusion in this Registration Statement on Form SB-2, , for Capital Resource Alliance Inc. of our report dated August 31, 2007, relating to financial statements for the period from inception (January 12, 2000) to June 30, 2007.
/S/ Madsen, & Associates