REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
SUNBERTA
RESOURCES INC.
|
|||||
(Exact
name of registrant as specified in its charter)
|
|||||
Nevada
|
1040
|
||||
State
or jurisdiction of
inception
or organization
|
(Primary
Standard Industrial Classification Code
Number)
|
45
Covepark Road NE, Calgary, Alberta, Canada T3K 5X8 Telephone: 612-604-4914
Fax: 866-327-1288
|
(Address
and telephone number of registrant's principal executive
offices)
|
Inc.
Plan of Nevada, 613 Saddle River Court, Henderson, Nevada 89011 Telephone:
800-462-4633
|
(Name,
address and telephone number of agent for
service)
|
Title
of each class
of
securities to be
registered
|
Amount
to be
registered
|
Proposed
maximum
offering
price
per
share
|
Proposed
maximum
aggregate
offering
price
(US$)
|
Amount
of
registration
fee(2)
|
Common
Stock to be offered for resale by selling shareholders
|
1,502,000(1)
|
$0.10(2)
|
$150,200(2)
|
$4.61
|
Total
|
$150,200
|
$4.61
|
PAGE
NUMBER
|
|
|
|
From
September
19, 2006
(date
of inception) to
March
31, 2007
|
|||
Revenue
|
$
|
0
|
|
Net
Loss for the Period
|
$
|
31,138
|
|
|
As
at
March 31, 2007 |
||
Cash
|
$
|
59,848
|
|
Total
Assets
|
$
|
66,135
|
|
Liabilities
|
$
|
21,573
|
|
Total
Stockholders’ Equity
|
$
|
44,562
|
1. |
We
would not be able to pay our debts as they become due in the usual
course
of business, or;
|
2. |
Our
total assets would be less than the sum of our total liabilities
plus the
amount that would be needed to satisfy the rights of shareholders
who have
preferential rights superior to those receiving the
distribution.
|
Number
of Shares Owned
by
Selling Shareholder After
Offering
and Percent of Total
Issued
and Outstanding
(2)
|
||||
Name
of Selling
Shareholder
and Position, Office or Material
Relationship
with Sunberta Resources
(4)
|
Common
Shares
owned by the
Selling
Shareholder
(1)
|
Total
Shares to be Registered Pursuant
to
this Offering
|
#
of
Shares
(3)
|
%
of
Class
(3)
|
Andrew
Lesser
87
Evansbrooke Manor
NW,
Calgary, AB, T3P 1C9
|
250,000
|
250,000
|
0
|
0
|
April
Shand
130
Inglewood Grove
SE,
Calgary, AB, T2G 5R4
|
125,000
|
125,000
|
0
|
0
|
Bill
Dagg
303
Del Ray Rd.
NE,
Calgary, AB T1Y 6X7
|
1,500
|
1,500
|
0
|
0
|
Brad
Kawulych
26
Crauleigh Manor
SE,
Calgary, AB, T3M 1G6
|
10,000
|
10,000
|
0
|
0
|
Brian
Eitzen
#2500,
855 - 2
nd
St.
SW,
Calgary, AB T2P 4J8
|
150,000
|
150,000
|
0
|
0
|
Brittany
Hancock
93
Coach Ct.
SW,
Calgary, AB, T3H 4P7
|
25,000
|
25,000
|
0
|
0
|
Carla
Swanson
218
- 10 Sierra Morena Mews
SW,
Calgary, AB, T3H 3K5
|
50,000
|
50,000
|
0
|
0
|
Caroline
Lesser
45
Covepark Road
NE,
Calgary, AB T3K 5X8
|
40,000
|
40,000
|
0
|
0
|
Catherine
Kane
1529
Big Spring Way
Airdrie,
AB, T4A 1N1
|
1,000
|
1,000
|
0
|
0
|
Chantelle
Brown
7
Taralea Gardens
NE,
Calgary, AB, T3J 4W4
|
50,000
|
50,000
|
0
|
0
|
Chris
Gelineau
99
Midpark Cres
SE,
Calgary, AB, T2X 1S7
|
500
|
500
|
0
|
0
|
Corinna
Kawulych
55
Douglas Park Bld.
SE,
Calgary, AB, T2Z 2K9
|
15,000
|
15,000
|
0
|
0
|
Number
of Shares Owned
by
Selling Shareholder After
Offering
and Percent of Total
Issued
and Outstanding
(2)
|
||||
Name
of Selling
Shareholder
and Position, Office or Material
Relationship
with Sunberta Resources
(4)
|
Common
Shares
owned by the
Selling
Shareholder
(1)
|
Total
Shares to be Registered Pursuant
to
this Offering
|
#
of
Shares
(3)
|
%
of
Class
(3)
|
Dane
Cutforth
Box
244, Barons
AB,
T0L O6O
|
10,000
|
10,000
|
0
|
0
|
Darryl
Kane
1529
Big Spring Way
Airdrie,
AB, T4A 1N1
|
1,000
|
1,000
|
0
|
0
|
Darryl
Zelisko
#910
/ 540 - 14
th
Ave.
SW,
Calgary, AB, T2R 0M6
|
2,500
|
2,500
|
0
|
0
|
David
Landolt
2734
- 17a Street
NW,
Calgary, AB, T2M 3S8
|
200,000
|
200,000
|
0
|
0
|
David
Neilson
Unit
10 / 1860 Burrows Ave.
Winnipeg,
MB R2X 0T2
|
10,000
|
10,000
|
0
|
0
|
Dustin
Fuerst
763
Cavalier Dr.
Winnipeg,
MB, R2Y 1C4
|
5,000
|
5,000
|
0
|
0
|
Elbert
Tiamzon
246
Curanfield Green
NE,
Calgary, AB, T3M 1C4
|
15,000
|
15,000
|
0
|
0
|
Gregg
Hyshka
52
Arbour Ridge Mews
NW,
Calgary, AB, T3G 3Z3
|
1,500
|
1,500
|
0
|
0
|
Helen
Lesser
Box
245, Stony Mountain
MB,
R0C 3A0
|
30,000
|
30,000
|
0
|
0
|
Jennifer
Neilson
Unit
10 / 1860 Burrows Ave.
Winnipeg,
MB, R2X 0T2
|
20,000
|
20,000
|
0
|
0
|
John
Spyropoulos
1323
Centre St.
N,
Calgary, AB, T2E 2R5
|
62,500
|
62,500
|
0
|
0
|
John
Winterdyk
55
West Springs Way
SW,
Calgary, AB, T3H 4P4
|
200,000
|
200,000
|
0
|
0
|
Kate
Bychawska
127
Quigley Drive
Cochrane,
AB, T4C 1R1
|
2,500
|
2,500
|
0
|
0
|
|
Number
of Shares Owned
by
Selling Shareholder After
Offering
and Percent of Total
Issued
and Outstanding
(2)
|
|||
Name
of Selling
Shareholder
and Position, Office or Material
Relationship
with Sunberta Resources
(4)
|
Common
Shares
owned by the
Selling
Shareholder
(1)
|
Total
Shares to be Registered Pursuant
to
this Offering
|
#
of
Shares
(3)
|
%
of
Class
(3)
|
Kazumi
Kubo
13836
Park Estates Drive
SE,
Calgary, AB T2 J 3W2
|
2,500
|
2,500
|
0
|
0
|
Kim
Lesser
5434
- 44
th
St.
NE,
Calgary, AB, T3J 3Z3
|
62,500
|
62,500
|
0
|
0
|
Leslie
Nesbitt
763
Cavalier Dr.
Winnipeg,
MB, R2Y 1C4
|
7,500
|
7,500
|
0
|
0
|
Liana
Robberecht
Unit
504 / 124 - 26
th
Ave.
SW,
Calgary, AB, T2S 3G5
|
2,500
|
2,500
|
0
|
0
|
Lisa
Caprarie
101
- 1190 Ranchview Rd.
NW,
Calgary, AB, T3G 1Y2
|
1,500
|
1,500
|
0
|
0
|
Lori
Knight
Box
403, Turner Valley
AB,
T0L 2A0
|
1,500
|
1,500
|
0
|
0
|
Marisa
Sessini
71
Cougar Plateau Way
SW,
Calgary, AB, T3H 5S5
|
1,000
|
1,000
|
0
|
0
|
Mark
Cottrell
39
MacEwen Drive
NW,
Calgary, AB, T3K 2G1
|
100,000
|
100,000
|
0
|
0
|
Mark
West
524
Hunterplain Hill
NW,
Calgary, AB, T2K 4L7
|
50,000
|
50,000
|
0
|
0
|
Melanie
Schoen
Box
2680
Jasper,
AB, T0E 1E0
|
5,000
|
5,000
|
0
|
0
|
Nicole
Eitzen
298
Douglas Park Bld.
SW,
Calgary, AB, T2Z 2S6
|
175,000
|
175,000
|
0
|
0
|
Omid
Nezami
8
Woodstock Road
SW,
Calgary, AB, T2W 5V8
|
1,500
|
1,500
|
0
|
0
|
Richard
Biancardi
#
1
/ 9109 - 19
th
Street
SW,
Calgary, AB, T2V 1R3
|
500
|
500
|
0
|
0
|
Number
of Shares Owned
by
Selling Shareholder After
Offering
and Percent of Total
Issued
and Outstanding
(2)
|
||||
Name
of Selling
Shareholder
and Position, Office or Material
Relationship
with Sunberta Resources
(4)
|
Common
Shares
owned by the
Selling
Shareholder
(1)
|
Total
Shares to be Registered Pursuant
to
this Offering
|
#
of
Shares
(3)
|
%
of
Class
(3)
|
Shelley
Tiamzon
246
Curanfield Green
NE,
Calgary, AB, T3M 1C4
|
15,000
|
15,000
|
0
|
0
|
Steven
Conroy
Bst
Suite 2734 - 17a St.
NW,
Calgary, AB, T2M 3S8
|
1,500
|
1,500
|
0
|
0
|
Tasha
Simpson
1705
- 2520 Palliser Drive
SW,
Calgary, AB, T2V 4S9
|
1,500
|
1,500
|
0
|
0
|
Victor
Lesser
Box
245
Stony
Mountain, MB, R0C 3A0
|
20,000
|
20,000
|
0
|
0
|
§ |
block
trades in which the broker or dealer so engaged will attempt to sell
the
shares of common stock as agent but may position and resell a portion
of
the block as principal to facilitate the
transaction;
|
§ |
purchases
by a broker or dealer as principal and resale by the broker or dealer
for
its account pursuant to this
prospectus;
|
§ |
an
exchange distribution in accordance with the rules of the
exchange;
|
§ |
ordinary
brokerage transactions and transactions in which the broker solicits
purchasers;
|
§ |
privately
negotiated transactions;
|
§ |
a
combination of any aforementioned methods of sale;
and
|
§ |
any
other method permitted pursuant to applicable
law.
|
1. |
adequate
current public information with respect to the issuer must be
available;
|
2. |
restricted
securities must meet a one year holding period, measured from the
date of
acquisition of the securities from the issuer or from an affiliate
of the
issuer;
|
3. |
sales
of restricted or other securities sold for the account of an affiliate,
and sales of restricted securities by a non-affiliate, during any
three
month period, cannot exceed the greater of (a) 1% of the securities
of the
class outstanding as shown by the most recent statement of the issuer;
or
(b) the average weekly trading volume reported on all exchanges and
through an automated inter-dealer quotation system for the four weeks
preceding the filing of the Notice in Form 144;
|
4. |
the
securities must be sold in ordinary "brokers' transactions" within
the
meaning of section 4(4) of the Securities Act or in transactions
directly
with a market maker, without solicitation by the selling security
holders,
and without the payment of any extraordinary commissions or fees;
|
5. |
if
the amount of securities to be sold pursuant to Rule 144 during any
three
month period exceeds 500 shares/units or has an aggregate sale price
in
excess of $10,000, the selling security holder must file a notice
in Form
144 with the Commission.
|
Name
|
Position
Held with the
Company
|
Age
|
Date
First Elected
or
Appointed
|
Kelly
Sundberg
|
President,
Secretary, Treasurer and Director
|
34
|
President,
Secretary, Treasurer and a Director since November 15, 2006 (date
of
incorporation of the Company)
|
Name
of
Shareholder
and Position,
Office
or Material
Relationship
with
Sunberta
Resources Inc.
|
Title
of Class
(1)
|
Amount
and Nature of
Beneficial
Ownership
|
Percent
of Class
(2)
|
Kelly
Sundberg
President,
Secretary, Treasurer and Director
45
Covepark Road NE, Calgary, Alberta, Canada T3K 5X8
|
Common
Shares
|
2,600,100
|
[63.4%]
|
Directors and Officers as a group |
Common
Shares
|
2,600,100
|
[63.4%]
|
§ |
a
willful failure to deal fairly with the corporation or its shareholders
in
connection with a matter in which the director has a material conflict
of
interest;
|
§ |
a
violation of criminal law unless the director had reasonable cause
to
believe that his or her conduct was lawful or no reasonable cause
to
believe that his or her conduct was
unlawful;
|
§ |
a
transaction from which the director derived an improper personal
profit;
and
|
§ |
willful
misconduct.
|
Claim
Name
|
Tenure
Number
|
Exploration
Work or
Payment
in Lieu Dates
(1)
|
Area
(ha)
|
Sombrio
River
|
|
|
|
Sombrio
1
|
559644
|
May
31, 2009
|
21.385
|
Sombrio
2
|
559645
|
May
31, 2009
|
21.383
|
Sombrio
3
|
543740
|
October
21, 2008
|
21.387
|
West
Coast King
|
546350
|
December
2, 2008
|
42.778
|
Loss
Creek
|
|
|
|
No
Loss Here
|
535498
|
June
12, 2008
|
21.403
|
Maquinna
|
535641
|
June
14, 2008
|
42.805
|
Loss
Creek 3
|
546358
|
December
2, 2008
|
42.805
|
Road
construction
|
$
|
65,025
|
Refraction
seismic survey, line cutting
|
$
|
21,675
|
Sluice
box, transportation
|
$
|
433.50
|
Geologist
|
$
|
21,675
|
Sluice
operators
|
$
|
17,340
|
Backhoe
or front-end loader
|
$
|
13,005
|
Assays
|
$
|
4,335
|
Contingency
@ 10%
|
$
|
14,305.50
|
Total
|
$
|
157,794
|
General and Administrative Expenses | $ | 15,000 |
First part of preliminary exploration program | $ | 100,000 |
Legal | $ | 20,000 |
Accounting | $ | 30,000 |
Total | $ | 165,000 |
SUMMARY
COMPENSATION TABLE
|
|||||||||
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
|
Kelly
Sundberg
President,
Secretary, Treasurer
and
Director(1)
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Kelly
Sundberg
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Note
2 - Basis of Presentation - going concern
|
March
2007
|
|
ASSETS
|
||
CURRENT
ASSETS
|
||
Cash
|
$
|
59,848
|
Total
current assets
|
59,848
|
|
FIXED
ASSETS (Note 3)
|
1,430
|
|
MINERAL
PROPERTIES (Note 4)
|
4,857
|
|
Total
assets
|
$
|
66,135
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
||
CURRENT
LIABILITIES
|
||
Accounts
payable including related party payable of $314 (Note 6)
|
$
|
8,573
|
Accrued
liabilities
|
13,000
|
|
Total
current liabilities
|
21,573
|
|
COMMITMENTS
AND CONTINGENCIES (Notes 2, 4, 6, 7)
|
||
STOCKHOLDERS'
EQUITY
|
||
Common
stock (Note 5)
|
||
Authorized
75,000,000 shares at par value of $0.001 each
|
||
Issued
and outstanding 4,102,100
|
4,102
|
|
Additional
paid-in capital
|
72,455
|
|
Accumulated
deficit during exploration stage
|
(31,138)
|
|
Accumulated
other comprehensive income (loss)
|
(857)
|
|
Total
stockholders' equity
|
44,562
|
|
Total
liabilities and stockholder's equity
|
$
|
66,135
|
From
date of inception
September
19, 2006 to
March
31, 2007
|
||
EXPENSES
|
||
Consulting
|
$
|
3,710
|
Investor
relations, promotion and entertainment
|
458
|
|
Exploration
|
8,512
|
|
Depreciation
|
713
|
|
Professional
fees
|
13,000
|
|
Other
administrative expenses
|
4,959
|
|
Total
expenses
|
31,352
|
|
INTEREST
INCOME
|
214
|
|
Net
(loss) for the period
|
$
|
(31,138)
|
Other
comprehensive income (loss)
|
||
Foreign
currency translation
|
(857)
|
|
Comprehensive
(loss)
|
$
|
(31,995)
|
Net
loss per common share - basic and fully diluted:
|
||
Net
(loss) for the period
|
$
|
(0.01)
|
Weighted
average number of common stock outstanding
|
2,660,013
|
Common
Stock
|
Amount
|
Accumulated
Other Comprehensive Income (loss)
|
Additional
Paid
in
Capital
|
Deficit
Accumulated During Exploration Stage from Inception to March 31,
2007
|
Stockholders’
Equity
|
||||||||||||
Beginning balance | - | $ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
||||||
Shares
issued at $0.01 per share pursuant to subscription November 15,
2006
|
2,600,000
|
2,600
|
-
|
23,400
|
-
|
26,000
|
|||||||||||
Shares
issued at $0.02 per share pursuant to subscriptions November 27,
2006
|
1,275,000
|
1,275
|
-
|
24,225
|
-
|
25,500
|
|||||||||||
Shares
issued for acquisition of subsidiary
|
100
|
-
|
-
|
107
|
-
|
107
|
|||||||||||
Shares
issued at $0.10 per share pursuant to subscriptions March 30,
2007
|
227,000
|
227
|
-
|
22,473
|
-
|
22,700
|
|||||||||||
Non-cash
services contributed by a director
|
-
|
-
|
-
|
2,250
|
-
|
2,250
|
|||||||||||
Net
loss for the year
|
-
|
-
|
(857)
|
-
|
(31,138)
|
(31,995)
|
|||||||||||
Balance March 31, 2007 |
4,102,100
|
$
|
4,102
|
$ |
(857)
|
|
$
|
72,455
|
$ |
(31,138)
|
|
$
|
44,562
|
|
From
date of inception
September
19, 2006 to
March
31, 2007
|
|
Cash (used in) operating activities: | ||
Net
(loss)
|
$
|
(31,138)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
||
Donated
services
|
2,250
|
|
Amortization
of fixed assets
|
713
|
|
Net
change in operating assets and liabilities:
|
||
Accounts
payable
|
8,573
|
|
Accrued
liabilities
|
13,000
|
|
Net
cash (used in) operating activities
|
||
(6,602)
|
||
Cash
(used in) investing activities:
|
||
Purchase
of fixed assets
|
(2,143)
|
|
Purchase
of mining claims
|
(4,857)
|
|
Net
cash (used in) investing activities
|
||
(7,000)
|
||
Cash
from financing activities:
|
||
Issue
of shares
|
74,307
|
|
Net
cash from financing activities
|
74,307
|
|
Effect
of exchange rate changes on cash
|
(857)
|
|
Increase
in cash and cash equivalent
|
59,848
|
|
Cash,
beginning of year
|
-
|
|
Cash,
end of year
|
$
|
59,848
|
Computer
equipment
|
$
|
2,143
|
Less:
Accumulated depreciation
|
713
|
|
$
|
1,430
|
Name
|
Number
of
claim
tenures
|
Location
|
Area
covered
|
Cost
|
||||||||
Sombrio
River
|
4 |
11km
SE of Port Renfrew, British Columbia
|
106.933
hectares
|
$
|
2,429
|
|||||||
Loss
Creek
|
3 |
17km
SE of Port Renfrew, British Columbia
|
107.013
hectares
|
$
|
2,428
|
|||||||
$
|
4,857
|
Loss
for the year
|
$
|
(31,138
)
|
Average
statutory tax rate
|
35%
|
|
Expected
income tax provision
|
$
|
(10,898)
|
Unrecognized
tax losses
|
10,898
|
|
Income
tax expense
|
$
|
--
|
Net
operating losses carried forward in United States
|
$
|
10,898
|
Valuation
allowance
|
(10,898)
|
|
Net
deferred income tax assets
|
$
|
-
|
SEC
registration fees
|
$
|
5
(1)
|
Printing
and engraving expenses
|
$
|
2,000
(1)
|
Accounting
fees and expenses
|
$
|
15,000
(1)
|
Legal
fees and expenses
|
$
|
10,000
(1)
|
Transfer
agent and registrar fees
|
$
|
2,000
(1)
|
Fees
and expenses for qualification under state securities laws
|
$
|
0
(1)
|
Miscellaneous
|
$
|
1,000
(1)
|
Total
|
$
|
30,005
(1)
|
1. |
file,
during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include:
|
a. |
any
Prospectus required by Section 10(a)(3) of the Securities Act;
|
b. |
reflect
in the Prospectus any facts or events which, individually or together,
represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may be
reflected in the form of Prospectus filed with the Commission pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the aggregate offering price
set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and
|
c. |
any
additional or changed material information with respect to the plan
of
distribution not previously disclosed in the registration statement.
|
2. |
for
the purpose of determining any liability under the Securities Act,
each of
the post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of
the securities at that time shall be deemed to be the initial bona
fide
offering thereof; and
|
3. |
remove
from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination
of the
offering.
|
4.
|
Names
&
Addresses
of
Board of
Directors/Trustees:
(attach
additional page if there is more than 3
directors/trustees)
|
1.
|
Kelly
Sundberg
|
|||||||||||
Name
|
||||||||||||||
45
Cove Park Road NE
|
Calgary
Canada
|
AL
|
T3K5X8
|
|||||||||||
Street
Address
|
City
|
ST
|
Zip
Code
|
|||||||||||
2.
|
||||||||||||||
Name
|
||||||||||||||
Street
Address
|
City
|
ST
|
Zip
Code
|
|||||||||||
3.
|
||||||||||||||
Name
|
||||||||||||||
Street
Address
|
City
|
ST
|
Zip
Code
|
5.
|
Purpose:
(optional-see
instructions)
|
The
purpose of this Corporation shall be:
|
||||||||||||
6.
|
Name,
Address and Signature of Incorporator.
(attach
additional page if there is more than 1
incorporator)
|
Caroline
Quigley
|
/s/
Caroline Quigley
|
|||||||||||
Name
|
Signature
|
|||||||||||||
26C
Trolley Square
|
Wilmington
|
DE
|
19806
|
|||||||||||
Street
Address
|
City
|
ST
|
Zip
Code
|
|||||||||||
7.
|
Certificate
of
Acceptance
of
Appointment
of
Resident
Agent:
|
I
hereby accept appointment as Resident Agent for the above named
corporation.
|
||||||||||||
/s/
Caroline Quigley for Inc. Plan of Nevada
|
11/14/2006
|
|||||||||||||
Authorized
Signature of R.A. or On Behalf of R.A. Company
|
Date
|
q |
a
willful failure to deal fairly with the corporation or its shareholders
in
connection with a matter in which the director has a material conflict
of
interest;
|
q |
a
violation of criminal law unless the director had reasonable cause
to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was
unlawful;
|
q |
a
transaction from which the director derived an improper personal profit;
and
|
q |
willful
misconduct.
|
Table
1. Claim details
2
|
|||||
Claim
Name
|
Tenure
Number
|
Tenure
Type
|
Status
|
Good
To Date
|
Area
(ha)
|
Sombrio
Creek
|
|
|
|
|
|
Sombrio
1
|
534246
|
Placer
|
Good | May 20, 2007 |
21.385
|
Sombrio
2
|
534247
|
Placer
|
Good
|
May
20, 2007
|
21.383
|
Sombrio
3
|
543740
|
Placer
|
Good
|
Oct
21, 2007
|
21.387
|
West
Coast King
|
546350
|
Placer
|
Good
|
Dec
2,
2007
|
42.778
|
Loss
Creek
|
|
|
|
|
|
No
Loss Here
|
535498
|
Placer
|
Good | Jun 12, 2007 |
21.403
|
Maquinna
|
535641
|
Placer
|
Good
|
Jun
14, 2007
|
42.805
|
Loss
Creek
3
|
546358
|
Placer
|
Good
|
Dec
2,
2007
|
42.805
|
Road construction | $ | 75,000 |
Refraction seismic survey, line cutting | $ | 25,000 |
Sluice box, transportation | $ | $ 500 |
Geologist | $ | 25,000 |
Sluice operators | $ | 20,000 |
Backhoe or front-end loader | $ | 15,000 |
Assays | $ | 5,000 |
Contingency @ 10% | $ | 16,500 |
Total | $ | 182,000 |
Current positions |
President,
C.L. Smith Consultants, Vancouver, B.C.
Professional
Engineer, Association of Professional Engineers and
Geoscientists
of
British
Columbia, Vancouver, B.C.
Qualified
Person (for preparing Canadian National Instrument 43-101 technical
reports for mineral projects)
|
Academic |
B.A.,
1959, Carleton College, Northfield. MN
M.Sc.,
1962, University of British Columbia, Vancouver, B.C.
Ph.D.,
1966, University of Idaho, Moscow, ID
Additional
year graduate study, University of California, Berkeley, CA
Served
several years as Industrial Associate. School
of
Earth
Sciences (includes departments of Geology, Geophysics, Applied
Earth Sciences), Stanford University, Stanford, CA
Principal
publication: "Sediment-Hosted Stratiform Lead-Zinc-Silver Deposits",
1983,
in
Revolution
in the Earth Sciences,
Kendall
Hunt Publishing Co.
|
Listings | Who's Who in British Columbia, 1981 Who's Who in the Commonwealth, 1984 |
Professional,
Business
|
Founded Ogilvie Joint Venture, 1974;
partners
Brinco Ltd. (Canadian subsidiary of Rio Tinto Ltd.,
London),
Mitsubishi Metals, Inc., Tokyo, and Ventures West Capital Ltd., Vancouver.
Discovered the
Jason
lead-zinc-silver deposit, eastern Yukon Territory, Canada. Jason
was the
first discovery of a major stratiform lead-zinc-silver deposit made
by a
geologist using geological methods; all previously discovered major
stratiform
deposits
occurred
exposed on surface and were found by prospectors. The Jason deposit
contains
more
than
2.0 billion pounds lead.
1.8 billion pounds zinc, 35 million ounces silver and exhibits potential
for more reserves.
|
Co-founded Ventures West Minerals, 1979, and purchased control of Westley Mines Ltd., a Toronto Stock Exchange listed public company. Discovered the Santa Fe gold deposit, western Nevada, U.S.A. Santa Fe was the first discovery of a significant sediment-hosted (Carlin-Type) gold deposit in western Nevada. Santa Fe was sold to Corona Corp., Toronto. which initiated production in 1988 at 65,000 ounces gold per year. The Santa Fe deposit contained more than 400,000 ounces gold. |
Co-founded Radcliffe Resources Ltd., 1984, a Vancouver Stock Exchange listed public company. Discovered the North Lake gold deposit, northern Saskatchewan, Canada. The North Lake deposit contains more than 200,000 ounces gold and exhibits potential for more reserves. |
Co-founded La Esperanza Gold Explorations Ltd., 1993, a private British Columbia corporation, and entered into a U.S. $3.0 million joint venture funded by Mount Isa Mines Ltd. (Australia's second largest mining company), Brisbane, Australia. Discovered the Solidaridad gold-silver-copper deposit, Michoacan state, Mexico. Exploration drilling indicated that Solidaridad has the potential to be one of the principal new ore deposits in Mexico with an estimated minimum of 750,000 ounces gold. 2.3 million ounces silver and 44 million pounds copper. |
Co-founded Kcrok, Inc., 2003, following five years of geologic investigations in the Lake Mead Domain, southern Nevada. Company holds large claim position covering extensive outcrops of a flat-lying unconsolidated sediment formation that is basin-fill for large structural basins. Bulk samples from widely scattered outcrops of 16-70 in thicknesses of the sediment have returned potentially economic grade gold and platinum assay and hydrometallurgical leach results. Evaluation currently in progress. |
Currently President of Wits Basin Precious Minerals, Inc. Company has active exploration projects in South Africa. Mexico, Colorado. |
Currently consulting geologist for El Capitan Precious Metals, inc. Led exploration program resulting in a measured resource with 2.7 million ounces gold, 1.5 million ounces platinum. |
Tenure
Events:
|
Submitter
|
Event
|
Effective
Date
|
|
202028
|
Zamida,
David Anthony
|
CEXT
Claim Registration (Acquisition) (4114034)
|
2006/DEC/02
|
|
202028
|
Zamida,
David Anthony
|
BSLI
Transfer of Ownership (Bill of sale Initiation) (4120170)
|
2007/JAN/05
|
|
206306
|
Sunberta
Resources Inc.
|
BSLC
Transfer of Ownership (Bill of Sale Completion) (4122357)
|
2007/JAN/15
|
Tenure
Events:
|
Submitter:
|
Event
|
Effective
Date
|
|
202028
|
Zamida,
David
Anthony
|
CEXT
Claim Registration (Acquisition)
(4084562)
|
2006/MAY/20
|
|
202028
|
Zamida,
David
Anthony
|
BSLI
Transfer of Ownership (Bill of sale
Initiation)
(4120170)
|
2007/JAN/05
|
|
206306
|
Sunberta
Resources
Inc.
|
BSLC
Transfer of Ownership (Bill of Sale
Completion)
(4122357)
|
2007/JAN/15
|
Tenure
Events:
|
Submitter:
|
Event
|
Effective
Date
|
|
202028
|
Zamida,
David
Anthony
|
CEXT
Claim Registration (Acquisition)
(4084563)
|
2006/MAY/20
|
|
202028
|
Zamida,
David
Anthony
|
BSLI
Transfer of Ownership (Bill of sale
Initiation)
(4120170)
|
2007/JAN/05
|
|
206306
|
Sunberta
Resources
Inc.
|
BSLC
Transfer of Ownership (Bill of Sale
Completion)
(4122357)
|
2007/JAN/15
|
Tenure
Events:
|
Submitter:
|
Event
|
Effective
Date
|
|
202028
|
Zamida,
David
Anthony
|
CEXT
Claim Registration (Acquisition)
(4107479)
|
2006/OCT/21
|
|
202028
|
Zamida,
David
Anthony
|
BSLI
Transfer of Ownership (Bill of sale
Initiation)
(4120170)
|
2007/JAN/05
|
|
206306
|
Sunberta
Resources
Inc.
|
BSLC
Transfer of Ownership (Bill of Sale
Completion)
(4122357)
|
2007/JAN/15
|
Tenure
Events:
|
Submitter:
|
Event
|
Effective
Date
|
|
202028
|
Zamida,
David
Anthony
|
CEXT
Claim Registration (Acquisition)
(4114025)
|
2006/DEC/02
|
|
202028
|
Zamida,
David
Anthony
|
BSLI
Transfer of Ownership (Bill of sale
Initiation)
(4120170)
|
2007/JAN/05
|
|
206306
|
Sunberta
Resources
Inc.
|
BSLC
Transfer of Ownership (Bill of Sale
Completion)
(4122357)
|
2007/JAN/15
|
Tenure
Events:
|
Submitter:
|
Event
|
Effective
Date
|
|
202028
|
Zamida,
David
Anthony
|
CEXT
Claim Registration (Acquisition)
(4114025)
|
2006/JUN/12
|
|
202028
|
Zamida,
David
Anthony
|
BSLI
Transfer of Ownership (Bill of sale
Initiation)
(4120170)
|
2007/JAN/05
|
|
206306
|
Sunberta
Resources
Inc.
|
BSLC
Transfer of Ownership (Bill of Sale
Completion)
(4122357)
|
2007/JAN/15
|
Tenure
Events:
|
Submitter:
|
Event
|
Effective
Date
|
|
202028
|
Zamida,
David
Anthony
|
CEXT
Claim Registration (Acquisition)
(4088092)
|
2006/JUN/14
|
|
202028
|
Zamida,
David
Anthony
|
BSLI
Transfer of Ownership (Bill of sale
Initiation)
(4120170)
|
2007/JAN/05
|
|
206306
|
Sunberta
Resources
Inc.
|
BSLC
Transfer of Ownership (Bill of Sale
Completion)
(4122357)
|
2007/JAN/15
|