FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
SILVER BAY RESOURCES INC.
(Exact name of Registrant as Specified in its Charter)
Nevada 1000 26-2801338
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
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4133 Stanford Ave.
Dallas, Texas 75225
Telephone 214-368-7746
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive Offices)
Corporate Services of Nevada
502 North Division Street
Carson City, Nevada, 89703
Telephone 775-684-5708
(Name, address, including zip code, and telephone number,
including area code of Agent for Service
Copies of all communication to:
Ms. Diane Dalmy, Attorney at Law,
8965 W. Cornell Place,
Lakewood, Colorado 80227
Telephone: 303-985-9324
Facsimile 303-988-6954
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions.
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. [ ]
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 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 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 box. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company," in Rule 12b-2 of the Exchange Act. (Check one.)
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if a smaller reporting company) |
Title of Each Proposed Proposed Class of Maximum Maximum Securities Offering Aggregate Amount of to be Amount to be Price Per Offering Registration Registered Registered Share (1) Price (1) Fee -------------------------------------------------------------------------------- Common Stock, $.001 par value(2) 10,000,000 $0.001 $10,000 $0.39* -------------------------------------------------------------------------------- |
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 JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED SEPTEMBER 16, 2008
PROSPECTUS
SILVER BAY RESOURCES INC.
10,000,000 SHARES OF COMMON STOCK
The selling stockholder named in this prospectus is offering 10,000,000 shares of common stock of Silver Bay Resources Inc. at a par value $0.001 per common share. We will not receive any of the proceeds from the sale of these shares. The shares were acquired by the selling stockholder directly from us in a private offering of our common stock that was exempt from registration under the securities laws. The selling stockholder has set an offering price for these securities of par value $0.001 per common share and an offering period of four months from the date of this prospectus. This is a fixed price for the duration of the offering. The Selling stockholder is an underwriter, within the meaning of Section 2(11) of the Securities Act. Any broker-dealers or agents that participate in the sale of the common stock or interests therein are also be deemed to be an "underwriter" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit earned on any resale of the shares may be underwriting discounts and commissions under the Securities Act. The Selling stockholder, who is an "underwriter" within the meaning of Section 2(11) of the Securities Act, is subject to the prospectus delivery requirements of the Securities Act. See "Security Ownership of Certain Beneficial Owners" for more information about the selling stockholder. Our common stock is presently not traded on any market or securities exchange. The offering price at a par value $0.001 per common share may not reflect the market price of our shares after the offering.
AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE REFER TO "RISK FACTORS" ON PAGE 5 OF THIS PROSPECTUS FOR DETAILS REGARDING THE RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL AS WELL AS RISKS GENERALLY ASSOCIATED WITH THE MINING EXPLORATION INDUSTRY.
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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REGISTRATION.
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 is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Proceeds to the selling stockholder do not include offering costs, including filing fees, printing costs, legal fees, accounting fees, and transfer agent fees estimated at $65,000. Silver Bay Resources Inc. will pay these expenses.
This Prospectus is dated September 16 2008.
TABLE OF CONTENTS
Page
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PROSPECTUS SUMMARY 3
RISK FACTORS 6
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 13
USE OF PROCEEDS 14
DETERMINATION OF OFFERING PRICE 14
DILUTION 14
SELLING SECURITY HOLDER 14
PLAN OF DISTRIBUTION 14
DESCRIPTION OF SECURITIES TO BE REGISTERED 16
INTERESTS OF NAMED EXPERTS AND COUNSEL 17
INFORMATION WITH RESPECT TO THE REGISTRANT 17
DESCRIPTION OF BUSINESS 17
MANAGEMENTS DISCUSSION AND ANALYSIS 21
DIRECTORS AND EXECUTIVE OFFICERS 22
EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE 23
FINANCIAL STATEMENTS F-1
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SUMMARY INFORMATION
The following summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To understand this offering fully, it is important that you read the entire prospectus carefully, including the "RISK FACTORS" and our financial statements and the notes accompanying the financial statements that appear elsewhere in this prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us" or "our" refers to Silver Bay Resources Inc.
CORPORATE BACKGROUND AND INFORMATION
SILVER BAY RESOURCES INC.
Silver Bay Resources Inc., also referred to herein as Silver Bay Resources, or Silver Bay, was organized under the laws of the State of Nevada on June 12, 2008 to explore mineral properties in North America.
Silver Bay Resources Inc., which is also referred to herein as Silver Bay Resources, or Silver Bay, is engaged in the exploration for silver and other minerals. The Company has staked one Mineral Titles Online (MTO) mineral claim containing 12 cell claim units totaling 248.686 hectares on the shore of Jervis Inlet on Deserted Bay, approximately 100 km northwest of Vancouver, BC, and 65 km north of Sechelt, BC. We refer to these mining claims as the Silver Bay Property.
We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." Our auditors have issued a going concern opinion, raising substantial doubt about Silver Bay's financial prospects and the Company's ability to continue as a going concern.
We are not a "blank check company," as we do not intend to participate in a reverse acquisition or merger transaction. Securities laws define a "blank check company" as a development stage company that has no specific business plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person.
Our offices are located 4133 Stanford Ave. Dallas, Texas 75225 USA. Our telephone number is 214-368-7746.
THE OFFERING
Securities offered 10,000,000 shares of common stock
Selling stockholder Donald Gardner
Offering price $0.001 per share
Shares outstanding prior to the
offering 22,000,000 shares of common stock
Shares to be outstanding after the
offering 22,000,000 shares of common stock
Use of proceeds Silver Bay Resources Inc. will not
receive any proceeds from the sale of the
common stock by the selling stockholder
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SUMMARY FINANCIAL INFORMATION
The following tables set forth the summary financial information for the Company. You should read this information together with the financial statements and the notes thereto appearing elsewhere in this prospectus and the information under "Plan of Operation."
CONSOLIDATED STATEMENTS OF INCOME
Period Ended
July 31, 2008
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Revenues $ 0
Operating expenses $ 81,440
Net loss from operations $ (81,440)
Net loss before taxes $ (81,440)
Loss per share - basic and diluted $ (0.004)
Weighted average shares
outstanding basic and diluted 22,000,000
BALANCE SHEET DATA
At July 31, 2008
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Cash and cash equivalents $ 0
Total current assets $ 0
Stockholders' deficiency $ 22,000
Additional paid-in capital $ (2,000)
Total assets $ 0
Total liabilities $ 61,440
Deficit accumulated during exploration period $ (81,440)
Total stockholders' equity $ 0
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RISK FACTORS
Investing in our securities involves a high degree of risk. In addition to the other information contained in this registration statement, prospective purchasers of the securities offered hereby should consider carefully the following factors in evaluating the Company and its business.
The securities we are offering through this registration statement are speculative by nature and involve an extremely high degree of risk and should be purchased only by persons who can afford to lose their entire investment. We also caution prospective investors that the following risk factors could cause our actual future operating results to differ materially from those expressed in any forward looking statements, oral, written, made by or on behalf of us. In assessing these risks, we suggest that you also refer to other information contained in this registration statement, including our financial statements and related notes.
RISKS RELATED TO OUR COMPANY AND OUR INDUSTRY
THE COMPANY HAS NEVER EARNED A PROFIT AND WE ARE CURRENTLY OPERATING UNDER A NET LOSS. THERE IS NO GUARANTEE THAT WE WILL EVER EARN A PROFIT.
From our inception on June 12, 2008 to the audited period ended on July 31, 2008 the Company has not generated any revenue. Rather, the Company incurred a net loss of $81,440 as of the audited period ended July 31, 2008. The Company does not currently have any revenue producing operations. The Company is not currently operating profitably, and it should be anticipated that it will operate at a loss at least until such time when the production stage is achieved, if production is, in fact, ever achieved.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
We will need to obtain additional financing in order to complete our business plan. We currently do not have any operations and we have no income. We are an exploration stage company and we have not realized any revenues to date. We do not have sufficient capital to enable us to commence and complete our exploration program and based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next twelve months. We will require financing in order to conduct the exploration program described in the section entitled, "Business of the Issuer." We need to raise $29,925 to complete the first phase of our exploration program and $334,925 to complete all three phases of our program. We do not have any arrangements for financing and we may not be able to find such financing if required. We will need to obtain additional financing to operate our business for the next twelve months, and if we do not our business will fail. We will raise the capital necessary to fund our business through a Prospectus and public offering of our common stock. Obtaining additional financing would be subject to a number of factors, including investor acceptance of mineral claims and investor sentiment. These factors may adversely affect the timing, amount, terms, or conditions of any financing that we may obtain or make any additional financing unavailable to us.
OUR COMPANY WAS RECENTLY FORMED, AND WE HAVE NOT PROVEN THAT WE CAN GENERATE A PROFIT. IF WE FAIL TO GENERATE INCOME AND ACHIEVE PROFITABILITY AND INVESTMENT IN OUR SECURITIES MAY BE WORTHLESS.
We have no operating history and have not proved we can operate successfully. We face all of the risks inherent in a new business. If we fail, your investment in our common stock will become worthless. From inception of June 12, 2008 to the audited period ended on July 31, 2008, we incurred a net loss of $81,440 and did
not earn any revenue. The Company does not currently have any revenue producing operations.
WE HAVE NO OPERATING HISTORY. THERE CAN BE NO ASSURANCE THAT WE WILL BE SUCCESSFUL IN OUR GOLD AND COPPER MINERAL EXPLORATION ACTIVITIES.
The Company has no history of operations. As a result of our brief operating history, there can be no assurance that that we will be successful exploring for silver or other minerals. Our future performance will depend upon our management and its ability to locate and negotiate additional exploration opportunities in which we can participate. There can be no assurance that we will be successful in these efforts. Our inability to locate additional opportunities, to hire additional management and other personnel, or to enhance our management systems, could have a material adverse effect on our results of operations. There can be no assurance that the Company's operations will be profitable.
THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL BECAUSE MR. DONALD R. GARDNER, OUR SOLE OFFICER AND DIRECTOR, DOES NOT HAVE FORMAL TRAINING SPECIFIC TO THE TECHNICALITIES OF MINERAL EXPLORATION.
Mr. Donald R. Gardner, our President and a Director of the Company, does not have formal training as a geologist or in the technical aspects of management of a mineral exploration company. He lacks technical training and experience with exploring for, starting, and operating a mine. With no direct training or experience in these areas, he may not be fully aware of the specific requirements related to working within this industry. His decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.
WE ARE CONTROLLED BY MR. DONALD R. GARDNER, OUR SOLE EXECUTIVE OFFICER AND DIRECTOR, AND, AS SUCH, YOU MAY HAVE NO EFFECTIVE VOICE IN OUR MANAGEMENT.
Upon the completion of this offering, Mr. Donald R. Gardner, our sole Executive Officer and Director, will beneficially own approximately 55% of our issued and outstanding common stock. Mr. Gardner will exercise control over all matters requiring stockholder approval, including the possible election of additional directors and approval of significant corporate transactions. If you purchase shares of our common stock, you may have no effective voice in our management.
WE ARE SOLELY GOVERNED BY MR. DONALD R. GARDNER, OUR SOLE EXECUTIVE OFFICER AND DIRECTOR, AND, AS SUCH, THERE MAY BE SIGNIFICANT RISK TO THE COMPANY OF A CONFLICT OF INTEREST.
Mr. Donald R. Gardner, our sole Executive Officer and Director, makes decisions such as the approval of related party transactions, the compensation of Executive Officers, and the oversight of the accounting function. There will be no segregation of executive duties and there may not be effective disclosure and accounting controls to comply with applicable laws and regulations, which could result in fines, penalties and assessments against us. Accordingly, the inherent controls that arise from the segregation of executive duties may not prevail. In addition, Mr. Gardner will exercise full control over all matters that typically require the approval of a Board of Directors. Mr. Gardner's actions are not subject to the review and approval of a Board of Directors and, as such, there may be significant risk to the Company of a conflict of interest.
Our sole Executive Officer and Director exercises control over all matters requiring stockholder approval including the election of Directors and the approval of significant corporate transactions. Insofar as Mr. Donald R. Gardner makes all decisions as to which projects the Company undertakes, there is a risk of a conflict of interest arising between the duties of Mr. Gardner in his role as our sole Executive Officer and his own personal financial and business interests in other business ventures distinct and separate from the interests of the Company. His personal interests may not, during the ordinary course of business, coincide with the interests of the stockholders and, in the absence of the effective segregation of such duties, there is a risk of a conflict of interest. We have not voluntarily implemented various corporate governance measures. As such, stockholders have limited protections against the transactions implemented by Mr. Gardner, conflicts of interest and similar matters.
We have not adopted corporate governance measures such as an audit or other independent committees as we presently only have one independent director. Stockholders should bear in mind our current lack of corporate governance measures in formulating their investment decisions.
WE ARE CONTROLLED BY MR. DONALD R. GARDNER, OUR SOLE EXECUTIVE OFFICER AND DIRECTOR, AND, AS SUCH, THE COMPANY MAY LACK THE ABILITY TO SUCCESSFULLY IMPLEMENT ITS GROWTH PLANS.
Mr. Donald R. Gardner, our sole Executive Officer and Director, has no career experience related to mining and mineral exploration. Accordingly, Mr. Gardner may be unable to successfully operate and develop our business. We cannot guarantee that we will overcome this obstacle. There may be additional risk to the Company in that Mr. Gardner may lack the ability to successfully implement growth plans given that the absence of an executive management team, and that all plans rely exclusively on the ability and management of Mr. Gardner, our Executive Officer and Director.
BECAUSE DONALD R. GARDNER, OUR SOLE EXECUTIVE OFFICER AND DIRECTOR, HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO FAIL.
It is possible that the demands on Mr. Donald R. Gardner, our sole Executive Officer and Director, 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. Mr. Gardner will devote fewer than 12-15 hours per month or 3-4 per week to the affairs of the Company. In addition, Mr. Gardner may not possess sufficient time to manage our business if the demands of managing our business increased substantially.
THE IMPRECISION OF MINERAL DEPOSIT ESTIMATES MAY PROVE ANY RESOURCE CALCULATIONS THAT WE MAKE TO BE UNRELIABLE.
Mineral deposit estimates and related databases are expressions of judgment based on knowledge, mining experience, and analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. By their nature, mineral deposit estimates are imprecise and depend upon statistical inferences, which may ultimately prove unreliable. Mineral deposit estimates included here, if any, have not been adjusted in consideration of these risks and, therefore, no assurances can be given that any mineral deposit estimate will ultimately be reclassified as reserves. If the Company's exploration program locates a mineral deposit, there can be no assurances that any of such deposits will ever be classified as reserves.
WE ARE SENSITIVE TO FLUCTUATIONS IN THE PRICE OF GOLD AND COPPER, WHICH IS BEYOND OUR CONTROL. THE PRICE OF GOLD AND COPPER IS VOLATILE AND PRICE CHANGES ARE BEYOND OUR CONTROL.
The price of silver and other minerals can fluctuate. The prices of silver and other minerals have been and will continue to be affected by numerous factors beyond the Company's control. Factors that affect the price of silver include the demand from consumers for products that use silver, economic conditions, over supply from secondary sources and costs of production. Price volatility and downward price pressure, which can lead to lower prices, could have a material adverse effect on the costs or the viability of our projects.
MINERAL EXPLORATION AND PROSPECTING IS A HIGHLY COMPETITIVE AND SPECULATIVE BUSINESS AND WE MAY NOT BE SUCCESSFUL IN SEEKING AVAILABLE OPPORTUNITIES.
The process of mineral exploration and prospecting is a highly competitive and speculative business. Individuals are not subject to onerous accreditation and licensing requirements prior to beginning mineral exploration and prospecting activities. As such, the company, in seeking available opportunities, will compete with a numerous individuals and companies, including established, multi-national companies that have more experience and resources than the Company. The exact number of active competitors at any one time is heavily dependant on current economic conditions; however, statistics provided by the AEBC (The Association for Mineral Exploration, British Columbia), state that approximately 1000 mining companies operate in BC. Each one of these companies can be considered to be in competition with our company for mineral resources in British Columbia. Moreover, the Government of Canada at, http://mmsd1.mms.nrcan.gc.ca/mmsd/exploration/default_e.asp, reports that in 2006, CDN $140.6 billion was spent in mineral exploration activities in British Columbia.
Because we may not have the financial and managerial resources to compete with other companies, we may not be successful in our efforts to acquire projects of value, which may, ultimately, become productive. However, while we compete with other exploration companies for the rights to explore other claims, there is no competition for the exploration or removal of mineral from our claims from other companies, as we have no agreements or obligations that limit our right to explore or remove minerals from our claims.
COMPLIANCE WITH ENVIRONMENTAL CONSIDERATIONS AND PERMITTING COULD HAVE A MATERIAL ADVERSE EFFECT ON THE COSTS OR THE VIABILITY OF OUR PROJECTS. THE HISTORICAL TREND TOWARD STRICTER ENVIRONMENTAL REGULATION MAY CONTINUE, AND, AS SUCH, REPRESENTS AN UNKNOWN FACTOR IN OUR PLANNING PROCESSES.
All mining is regulated by the government agencies at the Federal and Provincial levels of government in Canada. Compliance with such regulation has a material effect on the economics of our operations and the timing of project development. Our primary regulatory costs have been related to obtaining licenses and permits from government agencies before the commencement of mining activities. An environmental impact study that must be obtained on each property in order to obtain governmental approval to mine on the properties is also a part of the overall operating costs of a mining company.
The possibility of more stringent regulations exists in the areas of worker health and safety, the dispositions of wastes, the decommissioning and reclamation of mining and milling sites and other environmental matters, each of which could have an adverse material effect on the costs or the viability of a
particular project. Compliance with environmental considerations and permitting could have a material adverse effect on the costs or the viability of our projects.
MINING AND EXPLORATION ACTIVITIES ARE SUBJECT TO EXTENSIVE REGULATION BY FEDERAL AND PROVINCIAL GOVERNMENTS IN CANADA. ANY FUTURE CHANGES IN GOVERNMENTS, REGULATIONS AND POLICIES, COULD ADVERSELY AFFECT THE COMPANY'S RESULTS OF OPERATIONS FOR A PARTICULAR PERIOD AND ITS LONG-TERM BUSINESS PROSPECTS.
Mining and exploration activities are subject to extensive regulation by government. Such regulation relates to production, development, exploration, exports, taxes and royalties, labor standards, occupational health, waste disposal, protection and remediation of the environment, mine and mill reclamation, mine and mill safety, toxic substances and other matters. Compliance with such laws and regulations has increased the costs of exploring, drilling, developing, constructing, operating mines and other facilities. Furthermore, future changes in governments, regulations and policies, could adversely affect the Company's results of operations in a particular period and its long-term business prospects.
The development of mines and related facilities is contingent upon governmental approvals, which are complex and time consuming to obtain and which, depending upon the location of the project, involve various governmental agencies. The duration and success of such approvals are subject to many variables outside the Company's control.
RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL
THE COMPANY HAS NOT PAID ANY CASH DIVIDENDS ON ITS SHARES OF COMMON STOCK AND DOES NOT ANTICIPATE PAYING ANY SUCH DIVIDENDS IN THE FORESEEABLE FUTURE. ACCORDINGLY, INVESTORS WILL ONLY SEE A RETURN ON THEIR INVESTMENTS IF THE VALUE OF THE SHARES APPRECIATES.
Payment of future dividends, if any, will depend on earnings and capital requirements of the Company, the Company's debt facilities and other factors considered appropriate by the Company's Board of Directors. To date, the Company has not paid any cash dividends on the Company's Common Stock and does not anticipate paying any such dividends in the foreseeable future. Accordingly, investors will only see a return on their investments if the value of the Company's shares appreciates.
IF WE DO NOT CONDUCT MINERAL EXPLORATION ON OUR MINERAL CLAIMS AND KEEP THE CLAIMS IN GOOD STANDING, THEN OUR RIGHT TO THE MINERAL CLAIMS WILL LAPSE AND WE WILL LOSE EVERYTHING THAT WE HAVE INVESTED AND EXPENDED TOWARDS THESE CLAIMS.
We must complete mineral exploration work on our mineral claims and keep the claims in good standing. If we do not fulfill our work commitment requirements on our claims or pay the fee to keep the claims in good standing, then our right to the claims will lapse and we will lose all interest that we have in these mineral claims. We are obligated to pay close to $1,300 in lieu of work to the British Columbia Provincial government on an annual basis to keep our claims in good standing.
BECAUSE OF OUR LIMITED RESOURCES AND THE SPECULATIVE NATURE OF OUR BUSINESS, THERE IS A SUBSTANTIAL DOUBT AS TO OUR ABILITY TO OPERATE AS A GOING CONCERN.
The report of our independent auditors, on our audited financial statements for the audited period ended July 31, 2008 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Our continued operations are dependent on our ability to obtain financing and upon our ability to achieve future profitable operations from the development of our mineral properties. If we are not able to continue as a going concern, it is likely investors will lose their investment.
RISKS RELATED TO THIS OFFERING AND OUR STOCK
WE WILL NEED TO RAISE ADDITIONAL CAPITAL, IN ADDITION TO THE FINANCING AS REPORTED IN THIS REGISTRATION STATEMENT. IN SO DOING, WE WILL FURTHER DILUTE THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING. THERE CAN BE NO ASSURANCE THAT THIS ADDITIONAL CAPITAL WILL BE AVAILABLE OR ACCESSIBLE BY US.
Silver Bay Resources will need to raise additional capital, in addition to the financing as reported in this registration statement, by issuing additional shares of common stock and will, thereby, increase the number of common shares outstanding. There can be no assurance that this additional capital will be available to meet these continuing exploration and development costs or, if the capital is available, that it will be available on terms acceptable to the Company. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the business and future success of the Company will almost certainly be adversely affected. If we are able to raise additional capital, we cannot be assured that it will be on terms that enhance the value of our common shares.
IF WE COMPLETE A FINANCING THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK IN THE FUTURE, THEN OUR STOCKHOLDERS WILL EXPERIENCE DILUTION.
The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to stockholders. This means that if we sell shares of our common stock, more shares will be outstanding and each stockholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of stockholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.
THERE IS NO MARKET FOR OUR COMMON STOCK, WHICH LIMITS OUR STOCKHOLDERS ABILITY TO RESELL THEIR SHARES OR PLEDGE THEM AS COLLATERAL.
There is currently no public market for our shares, and we cannot assure you that a market for our stock will develop. Consequently, investors may not be able to use their shares for collateral or loans and may not be able to liquidate at a suitable price in the event of an emergency. In addition, investors may not be able to resell their shares at or above the price they paid for them or may not be able to sell their shares at all.
IF A PUBLIC MARKET FOR OUR STOCK IS DEVELOPED, FUTURE SALES OF SHARES COULD NEGATIVELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
If a public market for our stock is developed, then sales of Common Stock in the public market could adversely affect the market price of our Common Stock. There are at present 22,000,000 shares of Common Stock issued and outstanding.
OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND THE NASD'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.
The Company's common shares may be deemed to be "penny stock" as that term is
defined in Regulation Section "240.3a51-1" of the Securities and Exchange
Commission (the "SEC"). Penny stocks are stocks: (a) with a price of less than
U.S. $5.00 per share; (b) that are not traded on a "recognized" national
exchange; (c) whose prices are not quoted on the NASDAQ automated quotation
system (NASDAQ - where listed stocks must still meet requirement (a) above); or
(d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the
issuer has been in continuous operation for at least three years) or U.S.
$5,000,000 (if in continuous operation for less than three years), or with
average revenues of less than U.S. $6,000,000 for the last three years.
Section "15(g)" of the United States Securities Exchange Act of 1934, as amended, and Regulation Section "240.15g(c)2" of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor's account. Potential investors in the Company's common shares are urged to obtain and read such disclosure carefully before purchasing any common shares that are deemed to be "penny stock".
Moreover, Regulation Section "240.15g-9" of the SEC requires broker dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker dealer to: (a) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (b)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (c) provide the investor with a written statement
setting forth the basis on which the broker dealer made the determination in
(ii) above; and (d) receive a signed and dated copy of such statement from the
investor confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in the Company's
common shares to resell their common shares to third parties or to otherwise
dispose of them. Stockholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:
(i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer
(ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases
(iii)boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons
(iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers
(v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this prospectus include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. These forward-looking statements address, among others, such issues as:
* the amount and nature of future exploration, development and other
capital expenditures,
* mining claims to be drilled,
* future earnings and cash flow,
* development projects,
* exploration prospects,
* drilling prospects,
* development and drilling potential,
* business strategy,
* expansion and growth of our business and operations, and
* our estimated financial information.
In evaluating these statements, you we believe that it is important that you consider various factors, including the assumptions, risks and uncertainties outlined in this prospectus under "Risk Factors". These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this prospectus. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this prospectus are made as of the date of this prospectus and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.
USE OF PROCEEDS TO ISSUER
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling stockholder.
DETERMINATION OF OFFERING PRICE
The prices at which the shares of common stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of common stock or by negotiations in private transactions.
DILUTION
The common stock to be sold by the selling stockholder is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to stockholders.
SELLING SECURITY HOLDER
Donald R. Gardner Chief Executive Officer, Chief Financial
Officer, President, Secretary, Treasurer
and Director (Principal Executive Officer
and Principal Accounting Officer)
Securities offered 10,000,000 shares of common stock
Selling stockholder Donald Gardner
Offering price $0.001 per share
Shares outstanding prior to the
offering 22,000,000 shares of common stock
Shares to be outstanding after the
offering 22,000,000 shares of common stock
Use of proceeds Silver Bay Resources Inc. will not
receive any proceeds from the sale of the
common stock by the selling stockholder
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PLAN OF DISTRIBUTION
The selling stockholder or their donees, pledges, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge, distribution or otherwise, may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales will be at par value $0.001. The selling stockholder may use any one or more of the following methods when selling shares:
* ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
* block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
* purchases by a broker-dealer as principal and resale by the
broker-dealer for its own account;
* an exchange distribution following the rules of the applicable
exchange;
* privately negotiated transactions;
* short sales that are not violations of the laws and regulations of any
state of the United States;
* through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
* broker-dealers may agree with the selling stockholder to sell a
specified number of such shares at par value $0.001; and
* a combination of any such methods of sale or any other lawful method.
The selling stockholder may, from time to time, pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of common stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholder to include the pledgee, transferee or other successors-in-interest as selling stockholder under this prospectus. The selling stockholder also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors-in-interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our common stock or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume. The selling stockholder also may sell shares of our common stock short and deliver these securities to close out their short positions, or loan or pledge the common stock to broker-dealers that in turn may sell these securities. The selling stockholder also may enter into option or other transactions with broker-dealers or other financial institutions for the creation of one or more derivative securities which require the delivery to the broker-dealer or other financial institution of shares offered by this prospectus, which shares the broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect the transaction).
The aggregate proceeds to the selling stockholder from the sale of the common stock offered by them will be the purchase price of the common stock less discounts or commissions, if any. A selling stockholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of common stock to be made directly or through agents. We will not receive any of the proceeds from this offering.
The selling stockholder and any underwriters, broker-dealers or agents that participate in the sale of the common stock or interests therein may be "underwriters" within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. A selling stockholder that is an "underwriter" within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
To the extent required, the shares of our common stock to be sold, the names of the selling stockholder, the respective purchase prices and public offering prices, the names of any agents, dealers or underwriters, and any applicable commissions or discounts with respect to a particular offer, will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
SALES PURSUANT TO RULE 144
Any shares of common stock covered by this prospectus, which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.
REGULATION M
We plan to advise the selling stockholder that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Accordingly, the selling stockholder are not permitted to cover short sales by purchasing shares while the distribution it taking place. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. In addition, we will make copies of this prospectus available to the selling stockholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act.
STATE SECURITIES LAWS
Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the common shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.
EXPENSES OF REGISTRATION
We are bearing substantially all costs relating to the registration of the shares of common stock offered hereby. These expenses are estimated to be $65,000, including, but not limited to, legal, accounting, printing and mailing fees. The selling stockholder, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of such shares common stock.
DESCRIPTION OF SECURITIES TO BE REGISTERED
The authorized capital stock of the Company at the end of the audited period on July 31, 2008, consists of 75,000,000 shares of common stock, par value $0.001 per share, of which there are 22,000,000 shares issued and outstanding. The following summarizes provisions of the Company's capital stock.
COMMON STOCK
Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders; have no preemptive rights; have no conversion or redemption rights or sinking fund; do not have cumulative voting rights; and share ratably in dividends, if any, as may be declared from time to time by the Board of Directors in its discretion from funds legally available therefore. In the event of a liquidation, dissolution or winding up of the company, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. All of the outstanding shares of common stock are fully paid and non-assessable.
DIVIDENDS
Dividends, if any, will be contingent upon the Company's revenues and earnings, if any, and capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of the Company's Board of Directors. The Company presently intends to retain all earnings, if any, and accordingly the Board of Directors does not anticipate declaring any dividends.
INTERESTS OF NAMED EXPERTS AND COUNSEL
Our audited financial statements as of July 31, 2008 have been audited by MOORE & ASSOCIATES, Chartered, as set forth in its report. The financial statements have been included in reliance upon the authority of MOORE & ASSOCIATES, Chartered as experts in accounting and auditing.
Our Geology Report, entitled SILVER BAY PROPERTY, Oct 1 2007 referenced this prospectus has been prepared by K W Geiger PhD, PEng., PGeol. and James Laird, of Laird Exploration Ltd.
COUNSEL
Ms. Diane Dalmy, Attorney at Law, 8965 W. Cornell Place, Lakewood, Colorado 80227, has provided an opinion upon certain matters relating to the legality of the common stock offered hereby for us.
INFORMATION WITH RESPECT TO THE REGISTRANT
We have not previously been subject to the reporting requirements of the Securities and Exchange Commission. We have filed with the Commission a registration statement on Form S-1 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our securities and us you should review the registration statement and the exhibits and schedules thereto. Statements made in this prospectus regarding the contents of any contract or document filed as an exhibit to the registration statement are not necessarily complete. You should review the copy of such contract or document so filed.
You can inspect the registration statement and the exhibits and the schedules thereto filed with the commission, without charge, at the office of the Commission at Judiciary Plaza, 100 F Street, NE, Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 100 F Street, NE, Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov
DESCRIPTION OF BUSINESS
Silver Bay Resources Inc. was incorporated in the State of Nevada on June 12, 2008. Silver Bay Resources Inc., which is also referred to herein as Silver Bay Resources, or Silver Bay, is engaged in the exploration for silver and other minerals. The Company has staked one MTO mineral claim containing 12 cell claim units totaling 248.686 hectares on the shore of Jervis Inlet on Deserted Bay,
approximately 100 km northwest of Vancouver, BC, and 65 km north of Sechelt, BC. We refer to these mining claims as the Silver Bay Property.
We are an exploration stage company and we cannot provide assurance to investors that our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on such work concludes economic feasibility.
PROPERTY ACQUISITION DETAILS
Silver Bay Resources purchased the Silver Bay Property for USD $20,000.
ACCESS
The Silver Bay Property is located approximately 100 km northwest of Vancouver, BC. Access is by helicopter or float plane from Vancouver or Sechelt, or by boat from Egmont or Pender Harbour on the Sechelt Peninsula.
LAND STATUS, LOCATION AND ACCESS, TOPOGRAPHY
Land Status: the Silver Bay Property comprises one MTO mineral claim containing 12 cell claim units totaling 248.686 hectares. The property was originally staked, February 14, 2007.
BC Tenure # Work Due Date Staking Date Total Area (Ha.) ----------- ------------- ------------ ---------------- 551979 Feb 14, 2009 Feb. 14, 2007 248.686 |
Location and Access: the Silver Bay Property is located on the shore of Jervis Inlet on Deserted Bay, approximately 100 km northwest of Vancouver, BC, and 65 km north of Sechelt, BC. The area is presently accessible by boat, helicopter or float plane from the Sechelt Peninsula or Powell River. Several campsite locations with good water supplies can be found on or near the property. Supplies and services are available in Egmont or Pender Harbour.
Topography: the topography along Jervis Inlet extends from sea level to mountain peaks in excess of 2000 metres elevation. The known showings and workings on the Silver Bay Property are located near sea level. The climate is typical of the West Coast of BC, generally mild and wet overall with significant snowfall in the winter months. The summers are usually warm with less rainfall. Vegetation is a dense growth of coniferous forest, with cedar, fir, spruce, hemlock, alder and maple trees.
GEOLOGY OF THE MINERAL CLAIMS
Regional Geology: The Upper Jervis Inlet area is underlain by a variety of Jurassic to Tertiary granitic intrusives of the Coast Plutonic Complex, which intrude and metamorphose Jurassic to Lower Cretaceous sediments and volcanics of the Gambier Group. The Gambier Group hosts the 60 million tonne Britannia volcanogenic massive sulphide (VMS) copper, zinc, lead, silver, gold deposit on Howe Sound about 80 km to the southeast. The Silver Bay Property is underlain by metasediments and volcanics of the Gambier Group with zinc, lead, silver and copper mineralization in a geological setting similar to the Britannia Mine.
Property Geology: The property is underlain by Lower Cretaceous Gambier Group metamorphosed sediments and volcanics comprised of black argillaceous slate, intermediate to felsic flows and tuffs, and basic dykes. Mineralization consists of massive and disseminated pyrite, pyrrhotite, marcasite, sphalerite, galena,
arsenopyrite and chalcopyrite associated with quartz-sericite alteration and intense silicification. Mineralization is exposed in a short adit on the shoreline and in a series of open-cuts nearby.
PREVIOUS WORK AND COST ESTIMATES OF EXPLORATION PROGRAMS
On the Silver Bay Property, prospectors explored two areas of mineralization by open-cuts and a short adit in the early 1900's. The Silver Bay Property was originally staked and explored in 1983 by James Laird and subsequently optioned to Newmont Exploration Ltd. A Newmont fieldwork program done in 1984 included prospecting, geological mapping, and soil geochemistry. No work has been done since this time.
The work by Newmont Exploration in 1984 included detailed geological mapping, which divided the Gambier Group rocks into six rock units. The units included green or black andesitic flows, phyllitic dacite, tuffaceous dacite, siliceous rhyodacite and black slate. Late basic dykes are also present. Mineralization is hosted within the siliceous rhyodacite and dacite units.
The Newmont soil geochemical survey showed corresponding silver, lead, zinc and copper anomalies persisting and strengthening uphill from the known showings. Maximum soil sample values were 1.7 ppm Ag, 783 ppm Pb, 1505 ppm Zn, and 165 ppm Cu. The geochemical anomalies are associated with the siliceous rhyodacite and dacite units, which continue to the northwest off of the property.
A proposed initial work program includes GPS-controlled geological mapping, blasting fresh rock samples of surface showings and trench workings, and prospecting. A geophysical grid survey (EM and magnetometer), additional soil geochemistry and staking more claims to the north and northwest should also be considered. Based on a compilation of these results, a diamond drill program will be designed to explore and define the potential resources. The anticipated costs of this development are presented in three results-contingent stages.
PHASE 1
Reconnaissance geological mapping, prospecting and rock sampling. Five days on site, two days travel, three days report preparation.
Senior Geologist - 10 days @ $750/day $ 7,500
Consultant/Project Manager - 10 days @ $500/day $ 5,000
Blaster/Geological Assistant - 7 days @ $350/day $ 2,450
Truck rental - 1000 km @ $ 0.75/km inclusive $ 750
Boat Rental with fuel - 7 days@ $150.00/day $ 1,050
Rock samples - 50 @ $50.00 per sample $ 2,500
BC Ferries $ 300
Per Diem (with camp rental) - 21 man-days @ $125.00/day $ 2,625
Misc. sampling and field supplies $ 750
Report and reproduction costs $ 1,000
Subtotal $ 23,925
--------
Management Fee @ 15% $ 3,600
Contingency @ 10% $ 2,400
--------
NET TOTAL $ 29,925
========
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PHASE 2
Construction of a 10 km cutline geophysical grid
(EM, Magnetometer), geochemical soil sampling,
staking additional claims. $ 75,000
PHASE 3
1000 metres of diamond drilling @ $100.00 per metre,
geological supervision, camp and supplies, transportation,
assays, report and other ancillary costs. $ 230,000
---------
TOTAL $ 334,925
=========
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COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to conduct all mineral exploration activities in accordance with government regulations. Such operations are subject to various laws governing land use, the protection of the environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource exploration companies, or more stringent implementation thereof, could have a materially adverse impact and cause increases in capital expenditures which could result in a cessation of operations.
EMPLOYEES
At present, we have no employees. We anticipate that we will be conducting most of our business through agreements with consultants and third parties.
DESCRIPTION OF PROPERTY
Our offices are located at 4133 Stanford Avenue Dallas, Texas, 752245. Telephone 214-368-7746.
LEGAL PROCEEDINGS
The Company is not a party to any legal proceeding. No property of the Company is the subject of a pending legal proceeding.
MARKET PRICE OF DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS
DIVIDENDS
The Company has never paid cash dividends on common stock, and does not expect to pay such dividends in the foreseeable future.
MARKET INFORMATION
The Company's common shares do not trade and are not listed or quoted on any public market.
STOCKHOLDERS
There is one stockholder of the Company's common stock.
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the notes to those statements included elsewhere in this prospectus. In addition to the historical consolidated financial information, the following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.
PLAN OF OPERATIONS
Our business plan is to proceed with the exploration of the Silver Bay Property to determine whether there is any potential for copper, silver or other metals located on the properties that comprise the mineral claims. We have decided to proceed with the exploration program recommended by the geological report. We anticipate that the three phases of the recommended geological exploration program will cost approximately $29,925 $75,000 and $230,000 respectively. We had $Nil in cash reserves as of July 31, 2008.
The lack of cash
has kept us from conducting any exploration work on the property.
We anticipate that we will incur the following expenses over the next twelve months:
* $1,300 to be paid to the British Columbia Provincial Government to
keep the claims valid;
* $29,925 in connection with the completion of Phase 1 of our planned
geological work program;
* $75,000 in connection with the completion of Phase 2 of our planned
geological work program;
* $230,000 for Phase 3 of our planned geological work program; and
* $65,000 for operating expenses, including professional legal and
accounting expenses associated with compliance with the periodic
reporting requirements after we become a reporting issuer under the
Securities Exchange Act of 1934, but excluding expenses of the
offering.
If we determine not to proceed with further exploration of our mineral claims due to a determination that the results of our initial geological program do not warrant further exploration or due to an inability to finance further exploration, we plan to pursue the acquisition of an interest in other mineral claims. We anticipate that any future acquisition would involve the acquisition of an option to earn an interest in a mineral claim as we anticipate that we would not have sufficient cash to purchase a mineral claim of sufficient merit to warrant exploration. This means that we might offer shares of our stock to obtain an option on a property. Once we obtain an option, we would then pursue finding the funds necessary to explore the mineral claim by one or more of the following means: engaging in an offering of our stock; engaging in borrowing; or locating a joint venture partner or partners.
RESULTS OF OPERATIONS
We have not yet earned any revenues. We anticipate that we will not earn revenues until such time as we have entered into commercial production, if any, of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.
LIQUIDITY AND CAPITAL RESOURCES
The company has no cash as of July 31, 2008. The Company has incurred a net loss of $81,440 for the period from June 12, 2008 (inception) to July 31, 2008. Income represents all of the company's revenue less all its expenses in the period incurred. The Company has no revenues as of July 31, 2008 and has incurred expenses of $81,440 since inception.
Liabilities are made up of current and long term liabilities. Current liabilities include accounts payable of $1,440 as of July 31, 2008. Long term liabilities are made up of a loan of $60,000 as of July 31, 2008. The company issued to the founders 22,000,000 common shares of stock for $20,000. As of July 31, 2008, there are Twenty-two Million (22,000,000) shares issued and outstanding at a value of $0.001 per share. There are no preferred shares authorized. The Company has no stock option plan, warrants or other dilutive securities.
Based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for at least the next twelve months. In addition, we do not have sufficient cash and cash equivalents to execute our operations for at least the next twelve months. We will need to obtain additional financing to operate our business for the next twelve months. We will raise the capital necessary to fund our business through a private placement and public offering of our common stock. Additional financing, whether through public or private equity or debt financing, arrangements with stockholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
For the audited period ended July 31, 2008, we engaged Moore & Associates, Chartered Accountants and Advisors as our principal accountant for the purposes of auditing our financial statements. There are not and have not been any disagreements between the Company and our accountants on any matter of accounting principles, practices or financial statement disclosure.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company currently has no revenues. The Company's financial instruments are comprised of trade accounts receivables and payables which are subject to normal credit risks.
DIRECTORS AND EXECUTIVE OFFICERS
1. EXECUTIVE OFFICERS
The Company's Executive Officers are as follows:
Donald R. Gardner Chief Executive Officer, Chief Financial Officer,
President, Secretary, Treasurer and Director
(Principal Executive Officer and Principal
Accounting Officer)
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BIOGRAPHY OF DONALD R. GARDNER
Donald R. Gardner is a graduate of the University of North Texas, B.B.A in Business and Personnel Management. Mr. Gardner has spent the past thirty-two years as an entrepreneur in diverse areas of business both domestically in the US and internationally.
During Mr. Gardner's early career in the hospitality industry he personally owned and operated 33 restaurants and nightclubs. All restaurants were start-ups as opposed to acquisitions. The majority of Mr. Gardner's restaurant experience was in various segments of the "Casual Dining" restaurant niche. In conjunction with 25+ casual-themed restaurants Mr. Gardner has also owned and operated fast food outlets, catering operations and nightclubs.
Mr. Gardner transitioned from the restaurant industry to the gaming industry in the early 1990s. He began by investing in and operating small casinos in Blackhawk, Colorado and Eastern Europe. During this period Mr. Gardner was a licensed casino operator in the state of Colorado. Mr. Gardner was also involved in casino joint ventures with the Radisson Hotels in Sochi, Russia and Riga, Latvia. There was also a stand-alone casino in Bishkek, Kyrgyzstan.
Concurrent with maintaining interests in these operations Mr. Gardner acquired distributorships for code remediation from a San Francisco-based software company. Mr. Gardner marketed and sold the software services to Federal governments and large corporations throughout the US, Canada, France, England and Africa.
From 1999 - 2003 Mr. Gardner was a consultant for Caribe Gaming and Gaming Management Corporation, Inc. Mr. Gardner was responsible for the development, design and construction of two casino projects in Panama and one in Colombia along with numerous race and sports books in Mexico.
Mr. Gardner is currently involved in the construction business (specializing in restaurant construction) and software development. Mr. Gardner, along with his partner, has built over 400 restaurants in the US. Mr. Gardner is also involved in the early stage development of trading software with Trade Point Technologies. Mr. Gardner has served on numerous boards and committees of privately held corporations.
2. DIRECTORS
Name Position
---- --------
Donald R. Gardner sole Director
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See biography above.
EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE
Summary Compensation Table
(All figures are in US dollars)
The following table sets forth the overall compensation earned in the fiscal year that will end December 31, 2008 by (1) each person who served as the principal executive officer of the Company for fiscal year 2008; (2) the Company's most highly compensated executive officers with compensation of $100,000 or more during 2008 fiscal year; and (3) those individuals, if any, who
would have otherwise been in included in section (2) above but for the fact that they were not serving as an executive of the Company as of July 31, 2008.
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Fiscal Stock Option Plan Compensation All Other Total
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Compensation($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------------
Donald R. 2008 Nil Nil Nil Nil Nil Nil Nil --
Gardner
Chief Executive
Officer, Chief
Financial Officer,
President, Secretary,
Treasurer and
Director (Principal
Executive Officer
and Principal
Accounting Officer)
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of July 31, 2008, there were Twenty Two Million (22,000, 000) shares of
common stock issued and outstanding.
(1) This table is based on Twenty Two Million (22,000,000) shares of common
stock outstanding
|
As of the date of this prospectus, we had the following security holder holding greater than 5%:
Name & Address of Owner Amount and Nature of Percentage of Class
And Position if Applicable Beneficial Ownership Before Offering After Offering
-------------------------- -------------------- --------------- --------------
Donald R. Gardner 22,000,000 100% 55%
Chief Executive Officer, Chief Financial
Officer, President, Secretary, Treasurer
and Director (Principal Executive Officer
and Principal Accounting Officer)
Total Officers, Directors &
Significant Shareholders as a group 22,000,000 100% 55%
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TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS
As of the date of this statement, there are no, and have not been since inception, any material agreements or proposed transactions, whether direct or indirect, with any of the following:
* Any of our directors or officers;
* Any nominee for election as a director;
* The principal security holder(s) identified in the preceding Security
Ownership of Certain Beneficial Owners and Management " section; or
* Any relative or spouse, or relative of such spouse, of the above
referenced persons;
* Any promoters.
FINANCIAL STATEMENTS
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Silver Bay Resources Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Silver Bay Resources Inc. (An Exploration Stage Company) as of July 31, 2008, and the related statements of operations, stockholders' equity and cash flows for the period ended since inception on June 12, 2008 through July 31, 2008. 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 audits.
We conduct our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 Silver Bay Resources Inc. (An Exploration Stage Company) as of July 31, 2008, and the related statements of operations, stockholders' equity and cash flows for the period ended since inception on June 12, 2008 through July 31, 2008, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated deficit of $81,440 since inception June 12, 2008 through July 31, 2008, which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Moore & Associates, Chartered -------------------------------------- Moore & Associates Chartered Las Vegas, Nevada August 25, 2008 |
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501
SILVER BAY RESOURCES INC.
(An Exploration Stage Company)
Balance Sheets
(Stated in US Dollars)
As of
July 31,
2008
--------
(Audited)
Assets
Current assets
Cash $ --
--------
Total current assets --
Total Assets $ --
========
Liabilities
Current liabilities
Accounts payable $ 1,440
--------
Total current liabilities 1,440
Long Term Liabilities
Shareholder Loan 60,000
--------
Total Liabilities $ 61,440
--------
Stockholders' Deficiency
Common Stock, $0.001 par value
75,000,00 Common Shares Authorized
22,000,000 Shares Issued 22,000
Additional paid-in capital (2,000)
Deficit accumuated during exploration period (81,440)
--------
Total stockholders deficit (61,440)
--------
Total liabilites and stockholders equity $ --
========
|
The accompanying notes are an integral part of these financial statements.
SILVER BAY RESOURCES INC.
(An Exploration Stage Company)
Statement of Operations
(Stated in US Dollars)
From inception
(June 12, 2008) to
July 31,
2008
-----------
Revenue $ --
-----------
Expenses
Recognition of an Impairment Loss (Mineral Claims) 20,000
Accounting & Professional Fees 60,600
Filing Fees 840
-----------
Total Expenses 81,440
-----------
Provision for income tax --
Net Income (Loss) $ (81,440)
===========
Basic & Diluted (Loss) per Common Share (0.004)
-----------
Weighted Average Number of Common Shares 22,000,000
===========
|
The accompanying notes are an integral part of these financial statements.
SILVER BAY RESOURCES INC.
(An Exploration Stage Company)
Statements of Stockholder's Equity
From Inception (June 12, 2008) to July 31, 2008
(Stated in US Dollars)
Deficit
Accumulated
Common Stock During
---------------------- Paid in Exploration Total
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Shares issued to founders -
June 12, 2008 at $0.001 per share 22,000,000 $ 22,000 $ (2,000) $ -- $ 20,000
Net (Loss) for period (81,440) (81,440)
----------- -------- -------- --------- ---------
Balance, June 30, 2008 22,000,000 $ 22,000 $ (2,000) $ (81,440) $ (61,440)
=========== ======== ======== ========= =========
|
The accompanying notes are an integral part of these financial statements.
SILVER BAY RESOURCES INC.
(An Exploration Stage Company)
Statement of Cash Flows
(Stated in US Dollars)
OPERATING ACTIVITIES
Net income (loss) $(81,440)
Recognition of an Impairment Loss (Mineral Claims) 20,000
Accounts payable 1,440
--------
NET CASH USED IN OPERATING ACTIVITIES (60,000)
INVESTING ACTIVITES
Purchase of mineral claim (20,000)
--------
NET CASH USED IN INVESTING ACTIVITIES (20,000)
FINANCING ACTIVITIES
Shareholder Loan 60,000
Common shares issued to founders @ $0.001 per share 20,000
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 80,000
Cash at beginning of period --
--------
CASH AT END OF PERIOD $ --
========
CASH PAID FOR:
Interest $ --
========
Income Tax $ --
NON-CASH ACTIVITIES
Shares issued in Lieu of Payment for Service $ --
========
Stock issued for accounts payable $ --
========
Stock issued for notes payable and interest $ --
========
Stock issued for convertible debentures and interest $ --
========
Convertible debentures issued for services $ --
========
Warrants issued $ --
========
Stock issued for penalty on default of convertible debentures $ --
========
Note payable issued for finance charges $ --
========
Forgiveness of note payable and accrued interest $ --
========
|
The accompanying notes are an integral part of these financial statements.
SILVER BAY RESOURCES INC.
(An Exploration Stage Company)
Footnotes to the Financial Statements
From Inception (June 12, 2008 to July 31, 2008)
(Stated in US Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
The Company was incorporated under the laws of the State of Nevada on June 12, 2008.
The Company is engaged in the exploration of silver and other minerals. Efforts to date have focused on the Silver Bay Property located on Jervis Inlet, about 100km northwest of Vancouver Island.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Accounting Method
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.
Revenue Recognition
The Company recognizes revenue when persuasive evidence of an arrangement exists, goods delivered, the contract price is fixed or determinable, and collectibility is reasonably assured.
c. Income Taxes
The Company prepares its tax returns on the accrual basis. The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("Statement 109"). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
d. Use of Estimates
The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
SILVER BAY RESOURCES INC.
(An Exploration Stage Company)
Footnotes to the Financial Statements
From Inception (June 12, 2008 to July 31, 2008)
(Stated in US Dollars)
e. Assets
The company has no cash as of July 31, 2008.
f. Mineral Property
In 2008 the Company purchased mining claims located in the Jervis Inlet. About 100 km northwest of Vancouver, BC. Access is by helicopter or float plane from Vancouver or Sechelt, or by boat from Egmont or Pender Harbour on the Sechelt Peninsula. The Silver Bay Property comprises one MTO mineral claim containing 12 cell claim units totaling 248.686 hectares.
In accordance with FASB No. 89 paragraph 14 "Additional Disclosure by Enterprises with Mineral Resources Assets" the Company since inception (June 12, 2008) has yet to establish proven or probable mining reserves and has no quantities of proved mineral reserves or probable mineral reserves. Moreover, the Company has not purchased or sold proved or probable minerals reserves since inception. Due to the fact that we have no proven or probable mining reserves the Company will record our exploration and development costs within operating expenses, as opposed to capitalizing those costs.
g. Income
Income represents all of the company's revenue less all its expenses in the period incurred. The Company has no revenues as of July 31, 2008 and has incurred expenses of $81,440 since inception.
In accordance with FASB/ FAS 142 option 12, paragraph 11 "Intangible Assets Subject to Amortization", a recognized intangible asset shall be amortized over its useful life to the reporting entity unless that life is determined to be indefinite. If an intangible asset has been has a finite useful life, but the precise length of that life is not known, that intangible asset shall be amortized over the best estimate of its useful life. The method of amortization shall reflect the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. If that pattern cannot be reliable determined, a straight-line amortization method shall be used. An intangible asset shall not be written down or off in the period of acquisition unless it becomes impaired during that period.
The Company has determined that its mineral properties are to be held and used for impairment, as per SFAS 144: "Accounting for the Impairment of Long-Live Assets." Impairment is the condition that exists when the carrying amount of a long-lived asset (asset group) exceeds its fair value. An impairment loss shall be recognized only if the carrying amount of a long- lived asset (asset group) is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the
SILVER BAY RESOURCES INC.
(An Exploration Stage Company)
Footnotes to the Financial Statements
From Inception (June 12, 2008 to July 31, 2008)
(Stated in US Dollars)
undisclosed cash flows expected to result from the use and eventual disposition of the asset (asset group). Our determination is based on the Company's current period operating loss combined with the Company's history of operating losses and our projection that demonstrates continuing losses associated with the mineral properties.
In accordance with FASB 144, 25, "An impairment loss recognized for a long-lived asset (asset group) to be held and used shall be included in income from continuing operations before income taxes in the income statement of a business enterprise and in income from continuing operations in the statement of activities of a not-for-profit organization. If a subtotal such as "income from operations" is presented, it shall include the amount of that loss." The Company has recognized the impairment of a long-lived asset by declaring that amount as a loss in income from operations in accordance with an interpretation of FASB 144.
From inception
(June 12, 2008) to
July 31,
2008
--------
Revenue $ --
--------
Expenses
Recognition of an Impairment Loss (Mineral Claims) 20,000
Accounting & Professional Fees 60,600
Filing Fees 840
--------
Total Expenses 81,440
--------
Provision for income tax --
--------
Net Income (Loss) $(81,440)
========
|
h. Basic Income (Loss) Per Share
In accordance with SFAS No. 128-"Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and
SILVER BAY RESOURCES INC.
(An Exploration Stage Company)
Footnotes to the Financial Statements
From Inception (June 12, 2008 to July 31, 2008)
(Stated in US Dollars)
if the additional common shares were dilutive. At July 31, 2008, the Company has no stock equivalents that were anti-dilutive and excluded in the earnings per share computation.
i. Cash and Cash Equivalents
For purposes of the statement of cash flows, the company considers all highly liquid investments purchased with maturity of three months or less to be cash equivalents.
j. Liabilities
Liabilities are made up of current liabilities. Current liabilities include accounts payable of $1,440 as of July 31, 2008 and a loan of $60,000. The loan is interest free and has no fixed term.
Share Capital
a) Authorized:
75,000,000 common shares with a par value of $0.001
b) Issued:
The company issued to the founders 22,000,000 common shares of stock for $20,000. As of July 31, 2008, there are Twenty-two Million (22,000,000) shares issued and outstanding at a value of $0.001 per share
There are no preferred shares authorized. The Company has issued no preferred shares.
The Company has no stock option plan, warrants or other dilutive securities.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and is new. This raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.
SILVER BAY RESOURCES INC.
(An Exploration Stage Company)
Footnotes to the Financial Statements
From Inception (June 12, 2008 to July 31, 2008)
(Stated in US Dollars)
As shown in the accompanying financial statements, the Company has incurred a net loss of $81,440 for the period from June 12, 2008 (inception) to July 31, 2008 and has not generated any revenues. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. 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 classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses to be paid by us in connection with the securities being registered are as follows:
Amount
----------
Securities and Exchange Commission Registration Fee........ $ 0.39*
Audit Fees and Expenses ................................... 3,500.00
Legal Fees and Expenses ................................... 60,600.00
Transfer Agent and Registrar Fees and Expenses ............ 400.00
Miscellaneous Expenses .................................... 840.00
----------
Total .................................................... $65,340.39*
==========
----------
|
* Estimated amount
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.7502 of the Nevada Revised Statutes and Article VII of our Articles of Incorporation permit us to indemnify our officers and directors and certain other persons against expenses in defense of a suit to which they are parties by reason of such office, so long as the persons conducted themselves in good faith and the persons reasonably believed that their conduct was in our best interests or not opposed to our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. See our Articles of Incorporation filed as Exhibit 2.1 to this registration statement.
Indemnification is not permitted in connection with a proceeding by us or in our right in which the officer or director was adjudged liable to us or in connection with any other proceeding charging that the officer or director derived an improper personal benefit, whether or not involving action in an official capacity.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The Company issued 22,000,000 shares of common stock to the founder, Donald R. Gardner, at a price of $0.001 per share, for total proceeds of $20,000. These shares were issued pursuant to Section 4(2) of the Securities Act. The 22,000,000 shares of common stock are restricted shares as defined in the Securities Act. This issuance was made to the Company's founders who are sophisticated investor. As promoters of our Company since our inception, the founders are in a position of access to relevant and material information regarding our operations.
II-1
ITEM 16. EXHIBITS
The following exhibits are included as part of this Form S-1 or are incorporated by reference to our previous filings:
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Legal Opinion of Diane Dalmy, Attorney, September 2008*
10.1 Asset Purchase Agreement*
23.1 Consent of Moore and Associates, August 2008*
----------
|
* Filed Herein
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement Form S-1 to be signed on its behalf by the undersigned, in the City of Dallas, Texas, on September 16, 2008.
SILVER BAY RESOURCES INC.
By: /s/ Donald R. Gardner
-------------------------------------------------
Donald R. Gardner,
Chief Executive Officer, Chief Financial Officer,
(Principal Executive Officer and
Principal Accounting Officer)
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person, in the capacity and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Donald R. Gardner Chief Executive Officer, September 16, 2008
------------------------------ Chief Financial Officer, President,
Donald R. Gardner Secretary, Treasurer and Director
(Principal Executive Officer and
Principal Accounting Officer)
|
II-3
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*
3.2 Bylaws*
5.1 Legal Opinion of Diane Dalmy, Attorney, September 2008*
10.1 Asset Purchase Agreement*
23.1 Consent of Moore and Associates, August 2008*
----------
|
* Filed Herein
Exhibit 3.1
ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4298
(775) 684-5708
Website: secretaryofstate.biz
Document Number
20080400676-23
Filing Date and Time
06/12/2008 7:02 AM
Entity Number
E0386682008-7
Filed in the office of
/s/ Ross Miller
Ross Miller
Secretary of State
State of Nevada
|
ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)
ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of
Corporation: SILVER BAY RESOURCES INC.
2. Resident Agent CORPORATE SERVICES OF NEVADA
Name and Street Name
Address:
(must Street be a 502 NORTH DIVISION STREET CARSON CITY Nevada 89703
Nevada address where Address City Zip Code
process may
be served). Optional Mailing Address City State Zip Code
3. Shares:
(number of shares Number of shares Number of shares
corporation with par value: 75,000,000 Par value: $.001 without par value:
authorized
to issue)
1. DONALD R. GARDNER
4. Names & Addresses, Name
of Board of C/O 204 WEST SPEAR STREET CARSON CITY NV 89073
Directors/Trustees: Street Address City State Zip Code
(attach additional page
if there is more than 3 2.
directors/trustees Name
Street Address City State Zip Code
3.
Name
Street Address City State Zip Code
5. Purpose: (optional- The purpose of this Corporation shall be:
see instructions)
6. Names, Address DON HARMER /s/ Don Harmer
and Signature of Name Signature
Incorporator.
(attach additional page 502 NORTH DIVISION STREET CARSON CITY NV 89703
if there is more than 1 Address City State Zip Code
incorporator).
7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of /s/ April Leger / Sect CSR 06/11/2008
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date
|
Exhibit 3.2
BYLAWS
OF
SILVER BAY RESOURCES INC.
JUNE 17, 2008
ARTICLE I
OFFICES AND CORPORATE SEAL
SECTION 1.1 Registered Office. The registered office of SILVER BAY RESOURCES INC. (hereinafter the "Corporation"), is 502 North Division Street, Carson City, 89703, in the State of Nevada. In addition to its registered office, the Corporation shall maintain a principal office at a location determined by the Board. The Board of Directors may change the Corporation's registered office and principal office from time to time.
SECTION 1.2 Other Offices. The Corporation may also maintain offices at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors (hereinafter the "Board"), and the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.
SECTION 1.3 Corporate Seal. A Corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation, but nevertheless if in any instance a corporate seal be used, the same shall be a circle having on the circumference thereof the name of the Corporation and in the center the words "corporate seal", the year incorporated, and the state where incorporated.
ARTICLE II
SHAREHOLDERS
SECTION 2.1 Shareholders Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation between the hours of 9:00 a.m. and 5:00 p.m., or at such other time and place as may be fixed from time to time by the Board, or in the absence of direction by the Board, by the President or Secretary of the Corporation, either within or without the State of Nevada, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. A special or annual meeting called by shareholders owning a majority of the entire capital stock of the Corporation pursuant to Sections 2.2 or 2.3 shall be held at the place designated by the shareholders calling the meeting in the notice of the meeting or in a duly executed waiver of notice thereof.
SECTION 2.2 Annual Meetings. Annual meetings of a shareholders shall be held on
a date designated by the Board of Directors or if that day shall be a legal
holiday, then on the next succeeding business day, or at such other date and
time as shall be designated from time to time by the Board and stated in the
notice of the meeting. At the annual meeting, shareholders shall elect the Board
and transact such other business as may properly be brought before thee meeting.
In the event that an annual meeting is not held on the date specified in this
Section 2.2, the annual meeting may be held on the written call of the
shareholders owning a majority of the entire capital stock of the Corporation
issued, outstanding, and entitled to vote.
SECTION 2.3 Special Meetings of Shareholders. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada statute or by the Articles of Incorporation (hereinafter the "Articles"), may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board, or at the request in writing of shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. In the event that the President or Secretary fails to call a meeting pursuant to such a request, a special meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.
SECTION 2.4 List of Shareholders. The officer who has charge of the stock transfer books for shares of the Corporation shall prepare and make, no more than two (2) days after notice of a meeting of a shareholders is given, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder. Such list shall be open to examination and copying by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.
SECTION 2.5 Notice of Shareholders Meetings. Written notice of the annual meeting stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, either personally or by mail, to each shareholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the Corporation. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders of all of the issued and outstanding shares of the Corporation present at the meeting in person or represented by proxy.
SECTION 2.6 Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to notice of, or permitted to vote at, any meeting of shareholders or any adjournment thereof, or for the purpose of determining shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and, in case of a meeting of shareholders, not less than ten (10) days prior to he date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not enclosed and no record date is fixed for the determination of shareholders entitled to notice of, or permitted to vote at, a meeting of shareholders, or for the determination of shareholders entitled to receive payment of a dividend, the record date shall be 4:00 p.m. on the day before the day on which notice of the meeting is given or, if notice is waived, the record date shall be the day on which, and the time at which, the meeting is commenced. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, provided that the board may fix a new record date for the adjourned meeting and further provided that such adjournments do not in the aggregate exceed thirty (30) days. The record date for determining shareholders entitled to express consent to action without a meeting pursuant to Section 2.9 shall be the date on which the first shareholder signs the consent.
SECTION 2.7 Quorum and Adjournment.
(a) The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by Nevada statute or by the Articles.
(b) Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum. Unless the vote of a greater number or voting by classes is required by Nevada statute or the Articles, the affirmative vote of the majority of the shares then represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting.
(c) If a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, until a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
SECTION 2.8 Voting. At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period not to exceed seven (7) years.
SECTION 2.9 Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote with respect to the subject matter of the action unless a greater percentage is required by law in which case such greater percentage shall be required.
Section 2.10 Waiver. A shareholder's attendance at a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting, and shall constitute a waiver of any objection to consideration of a particular matter at the meeting unless the shareholder objects to considering the matter when it is presented. A shareholder may otherwise waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before, at or after the time of the meeting.
SECTION 2.11 Conduct of Meetings. Meetings of the shareholders shall be presided over by a chairman to be chosen, subject to confirmation after tabulation of the votes, by a majority of the shareholders entitled to vote at the meeting who are present in person or by proxy. The secretary for the meeting shall be the Secretary of the Corporation, or if the Secretary of the Corporation is absent, then the chairman initially chosen by a majority of the shareholders shall appoint any person present to act as secretary. The chairman shall conduct the meeting in accordance with the Corporation's Articles, Bylaws and the notice of the meeting, and may establish rules for conducting the business of the meeting. After calling the meeting to order, the chairman initially chosen shall call for the election inspector, or if no inspector is present then the secretary of the meeting, to tabulate the votes represented at the meeting and entitled to be cast. Once the votes are tabulated, the shares entitled to vote shall confirm the chairman initially chosen or shall choose another chairman, who shall confirm the secretary initially chosen or shall choose another secretary in
accordance with this section. If directors are to be elected, the tabulation of votes present at the meeting shall be announced prior to the casting of votes for the directors.
Section 2.12 Election Inspector. The Board of Directors, in advance of any shareholders meeting, may appoint an election inspector to act at such meeting. If an election inspector is not so appointed or is not present at the meeting, the chairman of the meeting may, and upon the request of any person entitled to vote at the meeting shall, make such appointment. If appointed, the election inspector will determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; receive and count votes, ballots and consents and announce the results thereof; hear and determine all challenges and questions pertaining to proxies and voting; and, in general, perform such acts as may be proper to ensure the fair conduct of the meeting.
ARTICLE III
DIRECTORS
SECTION 3.1 Number and Election. The number of directors that shall constitute the whole Board shall initially be done; provided, such number may be changed by the shareholders so long as the number of directors shall not be less than one or more than nine. Directors shall be elected by the shareholders, and each director shall serve until the next annual meeting and until his successor is elected and qualified, or until resignation or removal.
SECTION 3.2 Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts as are not by Nevada statute, the Articles, or these Bylaws directed or required to be exercised or done by the shareholders.
SECTION 3.3 Resignation of Directors. Any director may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.
SECTION 3.4 Removal of Directors. Any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of shareholders called expressly for that purpose.
SECTION 3.5 Vacancies. Vacancies resulting from the resignation or removal of a director and newly created directorships resulting from any increase in the authorized number of directors shall be filled by the shareholders in accordance with Section 3.1.
SECTION 3.6 Place of Meetings. Unless otherwise agreed by a majority of the
directors then serving, all meetings of the Board of Directors shall be held at
the Corporation's principal office between the hours of 9:00 a.m. and 5:00 p.m.,
and such meetings may be held by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 3.6 shall constitute presence in person at such meeting.
SECTION 3.7 Annual Meetings. Annual meetings of the Board shall be held immediately following the annual meeting of the shareholders and in the same place as the annual meeting of shareholders. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver of notice by all of the directors.
SECTION 3.8 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.
SECTION 3.9 Special Meetings. Special meetings of the Board may be called by the President or the Secretary with seven (7) days notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called in like manner and on like notice by the President or Secretary on the written request of two (2) directors and shall in such case be held at the time requested by those directors, o if the President or Secretary fails to call the special meeting as requested, then the meeting may be called by the two requesting directors ad shall be held at the time designated by those directors in the notice.
SECTION 3.10 Quorum and Voting. A quorum at any meeting of the Board shall consist of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a Board comprised of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum. If a quorum shall not be present at any meeting of the Board, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is present, then the affirmative vote of a majority of directors present is the act of the Board of Directors.
SECTION 3.11 Action Without Meeting. Unless otherwise restricted by the Articles of these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
SECTION 3.12 Committee of the Board. The Board, by resolution, adopted by a majority of the full Board, may designate from among its members an executive
committee and one or more other committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board. The Board, with or without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.
SECTION 3.13 Compensation. To the extent authorized by resolution of the Board and not prohibited or limited by the Articles, these Bylaws, or the shareholders, a director may be reimbursed by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation a fixed sum or a stated salary or both for attending meetings of the Board. No such reimbursement or payment shall preclude any director from serving the Corporation in any such capacity and receiving compensation therefore.
SECTION 3.14 Waiver. A director's attendance at or participation in a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. A director may otherwise waive notice of any annual, regular or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.
SECTION 3.15 Chairman of the Board. A Chairman of the Board may be appointed by the directors. The Chairman of the Board shall perform such duties as from time to time may be assigned to him by the Board, the shareholders, or these Bylaws. The Vice Chairman, if one has been elected, shall serve in the Chairman's absence.
SECTION 3.16 Conduct of Meetings. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:
(a) The Chairman of the Board;
(b) The Vice Chairman;
(c) The President of the Corporation; or
(d) A director chosen by a majority of the directors present, or if a
majority is unable to agree on who shall act as chairman, then the
director with the earliest date of birth shall act as the chairman.
The Secretary of the Corporation, or if he shall be absent from such meeting, the person whom the chairman of such meeting appoints, shall act as secretary of such meeting and keep the minutes thereof. The order of business and rules of procedure at each meeting of the Board shall be determined by the chairman of such meeting, but the same may be changed by the vote of a majority of those directors present at such meeting. The Board shall keep regular minutes of its proceedings.
ARTICLE IV
OFFICERS
SECTION 4.1 Titles, Offices, Authority. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice President, additional Vice Presidents, one or more assistant secretaries and assistant treasurers, or any other officer appointed by the Board. Any number of offices may be held by the same person, unless the Articles or these Bylaws otherwise provide. If only one person is serving as an officer of this Corporation, he or she shall be deemed to be President and Secretary. An officer shall have such authority and shall perform such duties in the management of the Corporation as may be provided by the Articles or these Bylaws, or as may be determined by resolution of the Board or the shareholders in accordance with Article V.
SECTION 4.2 Subordinate Officers. The Board may appoint such subordinate officers, agents or employees as the Board may deem necessary or advisable, including one or more additional Vice Presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. The Board may delegate to any executive officer or to any committee the power to appoint any such additional officers, agents or employees. Notwithstanding the foregoing, no assistant secretary or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.
SECTION 4.3 Appointment, Term of Office, Qualification. The officers of the Corporation shall be appointed by the Board and each officer shall serve at the pleasure of the Board until the next annual meeting and until a successor is appointed and qualified, or until resignation or removal.
SECTION 4.4 Resignation. Any officer may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.
SECTION 4.5 Removal. Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.
SECTION 4.6 Vacancies. A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this Article IV for appointment to such office.
SECTION 4.7 The President. The President shall preside at all meetings of shareholders. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation. He may sign, when authorized by the Board, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board form time to time.
SECTION 4.8 The Vice President. Each Vice President shall have such powers and perform such duties as the Board or the President may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws. At the request of the President, or in case of his absence or inability to act, the Vice President or, if there shall be more than one Vice President then in office, then one of them who shall be designated for the purpose by the President or by the Board shall perform the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the President.
SECTION 4.9 The Secretary. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the shareholders; he shall cause to be given notice of all meetings of the shareholders and directors; he shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all proper instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the Corporation relating to its organization as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary. He shall also have such powers and perform such duties as are assigned to him by these Bylaws, and he shall have such other powers and perform such other duties, not inconsistent with these Bylaws, as the Board shall from time to time prescribe. If no officer has been named as Secretary, the duties of the Secretary shall be performed by the President or a person designated by the President.
SECTION 4.10 The Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board, or in the absence of direction by the Board, by the President; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements,
and shall render to the President and to the directors at the regular meetings of the Board or whenever they may require it, a statement of all his transactions as Treasurer and an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board. He may sign, with the President or a Vice President, certificates of stock of the Corporation. If no officer has been named as Treasurer, the duties of the Treasurer shall be performed by the President or a person designated by the President.
SECTION 4.11 Compensation. The Board shall have the power to set the compensation of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to set the compensation of such subordinate officers.
ARTICLE V
AUTHORITY TO INCUR CORPORATE OBLIGATIONS
SECTION 5.1 Limit on Authority. No officer or agent of the Corporation shall be authorized to incur obligations on behalf of the Corporation except as authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders. Such authority may be general or confined to specific instances.
SECTION 5.2 Contracts and Other Obligations. To the extent authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders, officers and agents of the Corporation may enter into contracts, execute and deliver instruments, sign and issue checks, and otherwise incur obligations on behalf of the Corporation.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.1 Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an assistant secretary. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board may prescribe.
SECTION 6.2 Issuance. Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for the shares is adequate. A certificate shall not be issued for any share until such share is fully paid.
SECTION 6.3 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be December 31st.
ARTICLE VIII
DIVIDENDS
From time to time the Board may declare, and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles.
ARTICLE IX
INDEMNIFICATION
The Corporation may indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent permitted by law, the Articles or these Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the Articles or these Bylaws. The Corporation's obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim. The Corporation may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the Corporation.
ARTICLE X
REPEAL, ALTERATION OR AMENDMENT
These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be adopted at any time by a majority of the Board at any regular or special meeting, or by the shareholders at a special meeting called for that purpose. Any amendment made by the shareholders shall be valid.
IN WITNESS WHEREOF, the undersigned, being the directors of SILVER BAY RESOURCES INC., adopt the foregoing Bylaws, effective as of the date first written above.
DIRECTORS:
/s/ Donald R. Gardner ----------------------------------- DONALD R. GARDNER ~ DIRECTOR |
CERTIFICATION
The undersigned, as secretary of SILVER BAY RESOURCES INC, hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors.
/s/ Donald R. Gardner ----------------------------------- DONALD R. GARDNER ~ SECRETARY |
Exhibit 5.1
DIANE D. DALMY
ATTORNEY AT LAW
8965 W. CORNELL PLACE
LAKEWOOD, COLORADO 80227
303.985.9324 (telephone)
303.988.6954 (facsimile)
email: ddalmy@earthlink.net
September 10, 2008
Mr. Donald R. Gardner
President/Chief Executive Officer
Silver Bay Resources Inc.
204 West Spear Street
Carson City NV 89703
Re: Silver Bay Resources Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as special legal counsel for Silver Bay Resources Inc., a Nevada corporation (the "Company"), in connection with the preparation of a registration statement on Form S-1 (the "Registration Statement"), filed with the Securities and Exchange Commission on the date hereof. The Registration Statement relates to the registration of an aggregate of 10,000,000 shares of common stock of the Company (the "Common Stock") under the Securities Act of 1933, as amended (the "Securities Act"), for resale by the selling shareholder as named in the Registration Statement (the "Selling Shareholder").
Silver Bay Resources, Inc.
Page Two
September 10, 2008
In connection with this opinion, I have made such investigations and examined such records, including: (i) the Registration Statement; (ii) the Company's Articles of Incorporation, as amended: (iii) the Company's Bylaws; (iv) certain records of the Company's corporate proceedings, including such corporate minutes as I deemed necessary to the performance of my services and to give this opinion; (v) the subscription agreement entered into between the Selling Shareholder and the Company for the acquisition of the shares of Common Stock (the "Subscription Agreement"); (vi) an officer's certificate executed by Donald R. Gardner as the President/Chief Executive Officer of the Company; and (vii) such other instruments, documents and records as I have deemed relevant and necessary to examine for the purpose of this opinion. I have examined and am familiar with the originals or copies, certified or otherwise identified to my satisfaction, of such other documents, corporate records and other instruments, as I have deemed necessary for the preparation of this opinion. I have also reviewed the corporate proceedings of the Company with respect to the authorization of the issuance of the shares of Common Stock. In expressing this opinion I have relied, as to any questions of fact upon which my opinion is predicated, upon representations and certificates of the officers of the Company.
In giving this opinion I have assumed: (i) the genuineness of all signatures and the authenticity and completeness of all documents submitted to me as originals; and (ii) the conformity to originals and the authenticity of all documents supplied to me as certified, photocopied, conformed or facsimile copies and the authenticity and completeness of the originals of any such documents. In giving this opinion, I have relied upon certificates of incumbency and certificates of officers of the Company, respectively.
I am providing this opinion to you in accordance with Item 601(b)(5) of Regulation S-K promulgated under the Securities Act for filing as Exhibit 5.1 to the Registration Statement. The opinions herein are limited to the Federal laws of the United States of America and the law of the State of Nevada, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws. I do not express any opinion concerning any law of any other jurisdiction or the local laws of any jurisdiction.
Silver Bay Resources, Inc.
Page Three
September 10, 2008
Based upon the foregoing, I am of the opinion that the shares of Common Stock held by the Selling Shareholder are validly issued, fully paid and non-assessable. I am further of the opinion that the shares of Common Stock to be sold by the Selling Shareholder to the public, when issued and sold in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus constituting a part thereof in connection with the matters referred to under the caption "Interests of Named Experts and Counsel".
Sincerely,
/s/ Diane D. Dalmy -------------------------- DIANE D. DALMY |
Exhibit 10.1
ASSET PURCHASE AGREEMENT
THIS AGREEMENT dated the 25th day of June 2008.
BETWEEN:
COAL HARBOUR CONSULTING INC.
999 WEST HASTINGS STREET, SUITE 510
VANCOUVER BC V6C 2W2
(the "VENDOR")
OF THE FIRST PART
AND:
SILVER BAY RESOURCES INC.
502 NORTH DIVISION STREET
CARSON CITY, NV 89703
(the "PURCHASER")
OF THE SECOND PART
WHEREAS:
A. The Vendor is the registered and beneficial owner of various mineral claims (hereinafter the "CLAIMS"), collectively called Silver Bay Property Claims of the Vendor are more particularly described in Schedule "A" attached hereto and forming part of this Agreement;
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase all of the Claims of the Vendor in accordance with the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the terms and covenants herein and other good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties hereto agree as follows:
1. PURCHASE AND SALE OF ASSETS
1.1 SALE OF ASSETS. Subject to the terms and conditions of this Agreement, the Vendor hereby sells to the Purchaser, and the Purchaser hereby purchases the Vendor's Claims.
1.2 PURCHASE PRICE. The purchase price payable by the Purchaser to the Vendor for the Vendor's Claims is USD $20,000 (the "PURCHASE PRICE"). If applicable, subject to a carried 3% Net Smelter Royalty as described in Schedule "B".
1.3 PAYMENT OF THE PURCHASE PRICE. The Purchase Price will be paid immediately on delivery of property report, by check or wire order.
2. COVENANTS OF THE PARTIES
2.1 COVENANTS. The parties undertake to keep the information with respect to this Agreement, the terms herein, and any related, underlying or subsequent agreements (the "INFORMATION") confidential and not to directly or indirectly disclose the Information at any time to any person or persons or use the Information for any purpose whatsoever.
3. REPRESENTATIONS OF THE VENDOR
3.1 REPRESENTATIONS. The Vendor represents and warrants to the Purchaser as follows, with the intent that the Purchaser will rely on the representations in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement:
(a) CAPACITY TO SELL. The Vendor is Coal Harbour Consulting Inc., having the power and capacity to own and dispose of the Claims, and to enter into this Agreement and carry out its terms to the full extent;
(b) AUTHORITY TO SELL. The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors;
(c) LITIGATION. There is no litigation or administrative or governmental proceeding or inquiry pending or, to the knowledge of the Vendor, threatened against or relating to the Claims, nor does the Vendor know of or have reasonable grounds that there is any basis for any such action, proceeding or inquiry;
(d) GOOD STANDING. Prior to closing this Agreement, the Vendor has maintained, as required, the Claims in good standing.
4. REPRESENTATIONS OF THE PURCHASER
4.1 REPRESENTATIONS. The Purchaser represents and warrants to the Vendor as follows, with the intent that the Vendor will rely on these representations and warranties in entering into this Agreement, and in concluding the purchase and sale contemplated by this Agreement:
(a) STATUS OF PURCHASER. The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and
(B) AUTHORITY TO PURCHASE. The execution and delivery of this Agreement and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms except as limited by laws of general application affecting the rights of creditors.
5. TRANSFER OF ASSETS
5.1 TRANSFER OF PROPERTY. The Purchaser must provide written instructions to the Vendor if the Purchaser wishes to transfer the claims into the Purchaser's name. The instructions should include the claims, tenures, and property name, as well as the full name and mineral license of the Purchaser.
5.2. VENDOR'S MAINTENANCE OF PROPERTY. The Purchaser may request the Vendor to maintain the claims on the Purchaser's behalf, or if the Purchaser does not provide written instruction to transfer the claims, then the Vendor will by default assume maintenance of the claims for the Purchaser. The Vendor will charge an annual maintenance fee per claim to satisfy the annual fees due to the Mineral Titles Office. If the Purchaser does not pay the Vendor fees before the due dates they will forfeit any and all rights to their mineral claims. The Vendor will provide a best effort to adequately notify the Purchaser before a claim is due.
6. SURVIVAL OF REPRESENTATIONS AND COVENANTS
6.1 VENDOR'S REPRESENTATIONS AND COVENANTS. All representations, covenants and agreements made by the Vendor in this Agreement or under this Agreement will, unless otherwise expressly stated, survive closing and any investigation at any time made by or on behalf of the Purchaser will continue in full force and effect for the benefit of the Purchaser.
6.2 PURCHASER'S REPRESENTATIONS AND COVENANTS. All representations, covenants and agreements made by the Purchaser in this Agreement or under this Agreement will, unless otherwise expressly stated, survive closing and any investigation at any time made by or on behalf of the Vendor and will continue in full force and effect for the benefit of the Vendor.
7. GENERAL
7.1 GOVERNING LAW. This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed exclusively by, and are to be enforced, construed and interpreted exclusively in accordance with the laws of British Columbia which will be deemed to be the proper law of the Agreement.
7.2 PROFESSIONAL FEES. Each of the parties will bear the fees and disbursements of their respective lawyers, advisers and consultants engaged by them respectively in connection with the transactions contemplated by this Agreement prior to the closing.
7.3 ENUREMENT. This Agreement enures to the benefit of and binds the parties and their respective successors and permitted assigns.
7.4 NOTICE. All notices required or permitted to be given under this Agreement will be in writing and personally delivered to the address of the intended recipient set out on the first page of this Agreement or at such other address as may from time to time be notified by any of the parties in the manner provided in this Agreement.
7.5 FURTHER ASSURANCES. The parties will execute and deliver all further documents and take all further action reasonably necessary or appropriate to give effect to the provisions and intent of this Agreement and to complete the transactions contemplated by this Agreement.
7.6 REMEDIES CUMULATIVE. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise. Any party to this Agreement may terminate this Agreement if any other party is in breach of or defaults under any material term or condition of this Agreement or has made a material misrepresentation in this Agreement. No single or partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled.
7.7 ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and there are no representations, express or implied, statutory or otherwise and no collateral agreements other than as expressly set out or referred to in this Agreement.
7.8 HEADINGS. The division of this Agreement into sections and the insertion of headings are for convenience only and do not form part of this Agreement and will not be used to interpret, define or limit the scope, extent or intent of this Agreement.
7.9 SEVERABILITY. Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid or unenforceable, the illegality, invalidity or unenforceability of that provision will not affect the legality, validity or enforceability of the remaining provisions of this Agreement.
7.10 SCHEDULES. The Schedules attached hereto form an integral part of this Agreement.
7.11 TIME OF THE ESSENCE. Time will be of the essence of this Agreement.
7.12 COUNTERPARTS. This Agreement and all documents contemplated by or delivered in connection with this Agreement may be executed and delivered by facsimile or original and in any number of counterparts, and each executed counterpart will be considered to be an original. All executed counterparts taken together will constitute one agreement.
IN WITNESS WHEREOF the parties have duly executed this Agreement by their duly authorized officers effective the day, month and year written above.
VENDOR: COAL HARBOUR CONSULTING INC.
PURCHASER: SILVER BAY RESOURCES INC.
Per: /s/ Donald R. Gardner -------------------------------------- DONALD R. GARDNER Director & Officer |
SCHEDULE "A"
THIS IS SCHEDULE "A" to the Asset Purchase Agreement.
ASSET DETAILS:
MINERAL CLAIM(S): 551979
CLAIMS COLLECTIVELY CALLED: Silver Bay Property
EXECUTIVE SUMMARY:
1. The Silver Bay Property is located on Jervis Inlet, about 100 km northwest of Vancouver, BC. Access is by helicopter or float plane from Vancouver or Sechelt, or by boat from Egmont or Pender Harbour on the Sechelt Peninsula. The Silver Bay Property comprises one MTO mineral claim containing 12 cell claim units totaling 248.686 hectares.
2. The Jervis Inlet area is underlain by a variety of Jurassic to Tertiary age granitic intrusives of the Coast Plutonic Complex. The granitic rocks intrude and metamorphose late Jurassic to Lower Cretaceous argillaceous sediments and andesitic to felsic volcanics of the Gambier Group.
3. The Gambier Group hosts the 60 million tonne Britannia volcanogenic copper, zinc, lead, silver, gold deposit on Howe Sound about 80 km to the southeast. The Silver Bay Property is underlain by metamorphosed sediments and volcanics of the Gambier Group with zinc, lead, silver and copper mineralization in a geological setting similar to the Britannia Mine.
On the Silver Bay Property, prospectors explored two areas of mineralization by open-cuts and a short adit in the early 1900's. More recent exploration includes geological mapping, rock sampling and soil geochemistry by Newmont Exploration Ltd. and James Laird in 1983 and 1984. No other work has been recorded.
4. A two-phase proposed work program includes construction of a control grid, geological mapping and rock sampling, additional silt geochemical sampling and trenching. Based on a compilation of these results, a diamond drill program will be designed to explore and define the potential resources.
SCHEDULE "B"
THIS IS SCHEDULE "B" to the Asset Purchase Agreement.
3% NET SMELTER RETURNS
a. In this Agreement, "3% Net Smelter Returns" means 3% of the net amount of money received y the Purchaser for its own account from the sale of one, or ore concentrates or other mineral products from the Claims to a smelter or other mineral products buyer after deduction of smelter and/or refining charges, ore treatment charges, penalties and any and all charges made by the purchaser of ore, concentrates, or other mineral products, less any and all transportation costs which may be incurred in connection with the transporation of ore or concentrates, less all umpire charges which the purchaser may be required to pay.
b. Payment of Net Smelter Returns by the Purchaser to the Vendor shall be made semi-annully within 60 days after the end fo each fiscal half year of the Purcahser and shall be accompanied by unaudited financial statement pertaining to the operations carried out by the Purchaser on the Claims. Within 90 days after the end of each fiscal year of the Purchaser in which Net Smelter Returns are payable to the Vendor, the records relating to the calculation of Net Smelter Returns for such year shall be audited and any resulting adjustments in the payment of Net Smelter Returns payable to the Vnedor shall be made forthwith. A copy of the said audit shall be delivered to the vendor within 30 days of the end of such 90 day period.
c. Each annual adit shall be final and not subject to adjustment unless the Vendor delivers to the Purchaser written exceptions in reasonable detail within six months after the Vendor receives the report. The Vendor or its reporesentative duly authorized in writing at its expense shall have the right to audit the books and records of the Purchaser related to Net Smelter Returns to determine the accuracy of the report but shall not have access to any other books and records of the Purchaser. The audit shall be conducted by a chartered or certified public accountant of recognized standing. The Purchaser shall have the right to condition access to its books and records on execution of a written agreement by the auditor that all information will be held in confidence and used solely for purposes of audit and resolution of any disputes related to the report. A copy of the Vendor's report shall be delivered to the Purchaser upon completion, and any discrepancy between the amount actually paid by the Purchaser and the amount which should have been paid according to the Vendor's report shall be paid forthwith ,one party to the other. In the event that the said discrepancy is to the detriment o fthe Vendor and exceeds 5% of the amount actually paid by the Purcahser , then the Purchser shall pay the entire cost of the audit.
d. Any dispute arising out of or related to any report, payment, calculation or audit shall be resolved solely by arbitration as provided in the Agreement. No error in accounting or in interpretation of the Agreement shall be the basis for a claim of breach of fiduciary duty, or the like, or give rise to a claim for exempary or punitive damages or for termination or rescission of the Agreement or the estate and rights acquired and held by the Purchaser under the terms of the Agreement.
Exhibit 23.1
MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
PCAOB REGISTERED
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use, in the registration statement on Form S-1, of Silver Bay Resources, Inc., of our report dated August 25, 2008 on our audit of the financial statements of Silver Bay Resources, Inc. as of July 31, 2008, and the related statements of operations, stockholders' equity and cash flows for the period ended since inception on June 12, 2008 through July 31, 2008, and the reference to us under the caption "Experts."
/s/ Moore & Associates, Chartered -------------------------------------- Moore & Associates Chartered Las Vegas, Nevada September 10, 2008 |
2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146
(702) 253-7499 Fax (702) 253-7501