UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Hague Corp.
(Name of small business issuer in its charter)


Nevada
1000
20-8195578
     
(State or jurisdiction of incorporation
 or organization)   
   (Primary Standard Industrial Classification Code Number)
   (I.R.S. Employer Identification No.

1864 Portage Avenue, Winnipeg, Manitoba, R3J 0H2
Tel:  204-951-1544   Fax:  204-956-2557
(Address and telephone number of principal executive offices)

Val-U-Corp Services, Inc., 1802 N. Carson St., Ste 212, Carson City, NV   89701
Tel:  775-887-8853
  (Name, address and telephone number of agent for service)
 
Copies to:

David M. Loev
 
John S. Gillies
The Loev Law Firm, PC
 
The Loev Law Firm, PC
6300 West Loop South, Suite 280
&
6300 West Loop South, Suite 280
Bellaire, Texas 77401
 
Bellaire, Texas 77401
Phone: (713) 524-4110
 
Phone: (713) 524-4110
Fax: (713) 524-4122
 
Fax: (713) 456-7908

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
 
If any 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, please check the following box. R

If this Form is filed to register additional securities for an offering pursuant to rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [  ]

If delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box.  [  ]


1



CALCULATION OF REGISTRATION FEE

 

Title of each
class of
securities to
be registered
Number of Shares
to be
registered
Dollar Amount
to be
registered
Proposed
maximum
offering price
per unit (1)
Proposed
maximum
aggregate
offering price
Amount of
registration fee
           
Common Stock
24,600,000
$24,600,000
$0.10
$2,460,000
$75.53

(1) The offering price is the stated, fixed price of $0.10 per share until the securities are quoted on the OTC Bulletin Board for the purpose of calculating the registration fee pursuant to Rule 457. This amount is only for purposes of determining the registration fee, the actual amount received by a selling shareholder will be based upon fluctuating market prices once the securities are quoted on the OTC Bulletin Board.

The information in this Prospectus is not complete and may be changed.  These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement filed with the Securities and Exchange Commission becomes effective.  This Prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.



2


Subject to Completion, Dated ______________, 2007

PROSPECTUS
Hague Corp.

All of the shares being offered, when sold, will be sold by the Selling Shareholders as listed in this Prospectus.  The Selling Shareholders are offering:

24,600,000 shares of common stock

The shares of common stock offered herein by the selling shareholders were purchased by the selling shareholders in offshore transactions pursuant to Regulation S of the Securities Act of 1933 between May and June 2007 for consideration of $0.001 per share.

Our common stock is presently not traded on any market or securities exchange and, as a result, shareholders may not be able to liquidate their shareholdings. It is our intention to have a market maker apply for quotation of our common stock on the Over the Counter Bulletin Board (the “OTC Bulletin Board”) following the effectiveness of this registration statement. The 24,600,000   shares of our common stock can be sold by the Selling Shareholders at an initial price of $0.10 per share until our shares are quoted on the OTC Bulletin Board, of which there can be no assurance, and thereafter at prevailing market prices or privately negotiated prices.

A current Prospectus must be in effect at the time of the sale of the shares of common stock discussed above. The selling stockholders will be responsible for any commissions or discounts due to brokers or dealers. We will pay all of the other offering expenses.

Each selling stockholder or dealer selling the common stock is required to deliver a current Prospectus upon the sale. In addition, for the purposes of the Securities Act of 1933, selling stockholders may be deemed underwriters.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD A COMPLETE LOSS. WE URGE YOU TO READ THE "RISK FACTORS" SECTION BEGINNING ON PAGE 9, ALONG WITH THE REST OF THIS PROSPECTUS BEFORE YOU MAKE YOUR INVESTMENT DECISION.

We may amend or supplement this Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully before you make your investment decision.

**************
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
**************



3



TABLE OF CONTENTS
 
Page
   
Prospectus Summary
5
The Offering
 7
Risk Factors
 9
Use of Proceeds
 18
Determination of Offering Price
 18
Dilution
 18
Selling Security Holders
 18
Plan of Distribution
 21
Legal Proceedings
 23
Directors, Executive Officers, Promoters and Control Persons
 24
Security Ownership of Certain Beneficial Owners and Management
 26
Description of Securities
 27
Interests of Named Experts and Counsel
 29
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
 29
Organization with the Last Five Years
 30
Description of Business
 31
Management’s Discussion and Analysis and Plan of Operation
 39
Description of Property
 43
Certain Relationships and Related Transactions
 43
Market for Common Equity and Related Stockholder Matters
 23
Executive Compensation
 44
Financial Statements
 F-1
Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
45
   
   




4


PROSPECTUS SUMMARY

The following is only a summary of the information, financial statements, and notes included in this Prospectus.  You should read the entire Prospectus carefully, including “ Risk Factors ” and our financial statements and notes to the financial statements before making an investment in Hague Corp. (“we,” “us,” the “Company,” and words of similar meaning).

About the Company

We are a start-up mineral exploration company.  We have had no revenues as of the end of our most recent fiscal year and we have only recently begun operations.

Our principal offices are located at 1864 Portage Avenue, Suite 103, Winnipeg, Manitoba, R3J 0H2.  Our telephone number is (204)-951-1544.  Our fiscal year end is June 30, 2007.

On April 17, 2007, we acquired from an individual, James W. McLeod, four contiguous mineral claims, known as the Get 1 - 4 Claims, consisting of 82.64 acres, located in Esmeralda County, Nevada.  We paid $3,500 to James W. McLeod to acquire the mineral rights to the Get 1 - 4 mineral claims.

Our plan of operations is to carry out exploration on the Get 1 - 4 Claims. Our specific exploration plan for the mineral property target copper and iron sulphide with a minor lead focus.  Our exploration program is preliminary in nature in that its completion will not result in a determination that the mineral property contains commercially exploitable quantities of metals or mineralization. We will need to raise additional financing in order to carry out additional exploration of the mineral claim.  We do not have sufficient financing to complete the recommended three phase exploration program or to continue exploration and development of the mineral claims at present and there is no assurance that we will be able to obtain the necessary financing to complete such exploration.

Our objective is to conduct exploration activities on our mineral claims to assess whether the claims have any commercially viable copper, iron sulphide or lead deposits.  Until we can validate otherwise, the claims are without known resources or reserves and we have planned a three phase exploration program to explore our claims.   We will explore our claims as financing allows although there are no assurances that financing will be available to complete our exploration program.  The first phase consists of detailed prospecting, mapping and Mobile Metal Ion (“MMI”) soil geochemistry at an estimated cost of $10,000, which we hope to complete by February, 2008, although there are no assurances that we will have the required funding for such exploration activities and/or that such activities will be completed by that date, if at all.    The second phase is planned to consist of magnetometer and Vertical Loop (“VLF”) electromagnetic, grid-controlled surveys over the areas of interest determined by the first phase, based upon a budget of $15,000.  Based upon successful results from the first two phases of exploration, a third phase is proposed, to consist of induced polarization and electromagnetic resistivity surveys over grid-controlled anomalous areas outlined by the first two phases of exploration.  The estimated cost of this third phase of exploration is expected to be $35,000.  The three phase program is proposed to confirm the economic significance of the property, of which there can be no assurance.

5



If our exploration activities indicate that there are no commercially viable copper or iron sulphide deposits on our mining claims we will abandon the claims and acquire one or more new claims to explore in Nevada.  We will continue to acquire and explore claims in Nevada as long as we can afford to do so.

To date we have raised $24,600 through the sale of 1,230,000 shares of our common stock in offshore transactions, from May to June 2007, at a price of $0.02 per share.  Effective July 15, 2007, we affected a 20:1 forward stock split of our issued and outstanding shares of common stock, and as a result, the 1,190,000 shares of common stock which we sold now total 23,800,000 shares of common stock (the “Forward Split”).  The effects of the Forward Split have retroactively been reflected throughout this Regsitration Statement, unless stated otherwise.

We have no revenues, have achieved significant losses since inception, have had only limited operations, and have been issued a going concern opinion by our auditors.  We rely upon the sale of our securities to fund operations or interim loans from our President; however, there can be no assurance that either of these sources of financing will be available in the near future, if at all.


6



SUMMARY OF THE OFFERING

Shares offered by the Selling Shareholders:
24,600,000 shares of common stock, which represents approximately 37% of our issued and outstanding stock.
 
Common stock outstanding before the Offering:
64,600,000 shares. We have no outstanding options, warrants or other derivative securities.
 
Common stock outstanding after the Offering:
64,600,000 shares.
   
Offering price:
The selling shareholders will sell our shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon several factors, including the price we thought that a purchaser would be willing to pay for our shares, and our lack of operating history.
 
Terms of the Offering:
The selling shareholders will determine when and how they sell the common stock offered in this Prospectus.  We will pay for the expenses associated with the offering, which we estimate to be approximately $17,500.  Refer to “ Plan of Distribution ” herein.
 
No Market:
 
No assurance is provided that a market will be created for our securities in the future, or at all. If in the future a market does exist for our securities, it is likely to be highly illiquid and sporadic.
   
Use of proceeds:
We will not receive any of the proceeds of the shares offered by the Selling Shareholders.
 


7


Summary Financial Data

You should read the following summary financial information presented below together with our financial statements and related notes appearing at the end of this Prospectus and the "Management's Discussion and Analysis" and "Risk Factors" sections elsewhere in this Prospectus.  The summary financial information set forth below as of June 30, 2007 and for the period from June 9, 2007 (Inception) through June 30, 2007, was derived from, and are qualified by reference to, our financial statements that have been audited by LBB & Associates Ltd., LLP, our independent registered public accounting firm, and are included elsewhere in this Prospectus.  Historical results are not necessarily indicative of future results.

Balance Sheet Data:   (Consolidated)
 
Year ended
June, 30, 2007
 
   
(Audited)
 
       
Total current assets
  $
22,404
 
Liabilities
   
5,100
 
Total Liabilities and Stockholder's Equity
  $
22,404
 

Statement of Operations   (Consolidated)
 
Period from January 9, 2007 (Inception) through
June 30, 2007
 
   
(Audited)
 
       
Revenue
  $
0
 
Expenses
   
11,296
 
Net Loss
  $
11,296
 



8


RISK FACTORS

An investment in our common stock involves a number of significant risks.  You should carefully consider the following material risks and uncertainties in addition to other information in this Prospectus in evaluating our company and our business before purchasing shares of our common stock.  Our business, operating results, and financial condition could be seriously harmed due to any of the following material risks.  The risks described below are not the only ones facing our company.  There could be additional risks not presently known to us that may impair our business operations.  If our business is impaired or fails, you could lose all or part of your investment.

***You should read the following risk factors
carefully before purchasing our common stock. ***

We have sufficient financing to complete phase one of our planned exploration program on our Get 1 - 4 mineral claims.  However, we will need to obtain additional financing in order to complete phase two and three.

RISKS RELATING TO OUR BUSINESS

If we do not obtain additional financing, our business may fail.

Our current operating funds are estimated to be sufficient to complete phase 1 of our proposed exploration program claims; however, we will need approximately $40,000 in additional financing in order to complete phases two and three of such exploration program (described below under Management’s Discussion and Analysis or Plan of Operation”).

Our business plan calls for significant expenses in connection with the exploration of our mineral claim and we do not currently have any commitments from our management, shareholders or any third parties to provide us with funding nor have we made any arrangements to secure any additional financing to date.  If we are unable to raise additional funds, we will not be able to continue to explore and develop our mineral property and our business may fail.

9


Our failure to make required work expenditures or pay the annual fees in lieu thereof could cause us to lose title to our mineral claims, which could prevent us from carrying out our business plan.

The Get 1 - 4 mineral claims currently have an expiration date of September 1, 2008 and in order to maintain the claims in good standing it will be necessary for us to co-ordinate an agent to perform and record an Affidavit of Annual Assessment Work for the claims with a minimum expenditure of $100 per claim, or alternatively, to file an Affidavit and Notice of Intent to Hold Mining Claim and Site, together with an annual maintenance fee to the U.S. Bureau of Land Management in the sum of $125 per claim, and a county recorders fee of between $8.50 to $10.50 per claim.  Failure to perform and record valid exploration work or pay the equivalent maintenance fees on the anniversary dates will result in forfeiture of title to the claims, which could prevent us from carrying out our business plan and would likely cause any investment in us to become worthless.

We rely upon Greg Chapman, and if he leaves us, our business plan and results of operations could be adversely affected.

We rely heavily on our Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director, Greg Chapman for our success. His experience and input create the foundation for our business and he is responsible for the directorship and control over our exploration activities. We do not currently have an employment agreement or "key man" insurance policy on Mr. Chapman. Moving forward, should we lose the services of Mr. Chapman, for any reason, we will incur costs associated with recruiting a replacement and delays in our operations. If we are unable to replace him with another suitably trained individual or individuals, we may be forced to scale back or curtail our business plan and exploration activities. As a result of this, your investment in us could become devalued or worthless.

Greg Chapman, our sole officer and Director will be subject to conflicts of interest between our company and several other companies he currently serves as officers and Directors of.

In addition to serving as our sole officer and Director, Mr. Chapman serves as the sole officer and Director of Osler Incorporated (“Osler”), a company which plans to conduct exploration activities on mineral properties close to ours, has filed a Form SB-2 registration statement similar to ours and plans to eventually have its common stock quoted on the OTCBB bulletin board like us.  In addition to his service to our company and Osler, Mr. Chapman serves as the owner, manager and operator of CFM Accounting in Winnipeg, Manitoba (“CFM”).  Mr. Chapman’s service to Osler and CFM takes approximately 16 hours per week, and as a result the amount of time Mr. Chapman has to spend on Company matters, currently estimated at 8 hours per week, could be limited.  Conflicts of interest may also exist between Mr. Chapman’s service to us and Osler, as we may both compete for the services of various consultants, future mining claims (funding permitting, if our management feels purchasing additional mining claims is in our best interest) and/or suppliers.  Investors should keep in mind that Mr. Chapman has interests outside of the Company, which include Osler, which whom we may directly compete in the future, and as such, the amount of time Mr. Chapman is able to spend on the Company’s operations may be limited.  As a result, we could be forced to find additional management personnel and/or curtail or abandon our business plan.

10



We will be subject to numerous risks if we commence mining operations, of which there can be no assurance.

The mineral exploration and mining business is competitive in all of its phases. We currently have no mining operations of any kind; however, if we do commence mining activities in the future, we will be subject to numerous risks, including:

o  
competitors with greater financial, technical and other resources, in the search for and the acquisition of attractive mineral properties;
   
o  
our ability to select and acquire suitable producing properties or prospects for mineral exploration;
   
o  
the accuracy of our reserve estimates, if any, which may be affected by the following factors beyond our control:

                 -
declines in the market price of the various metals we mine;
   
                 -    
increased production or capital costs;
   
                 -
reduction in the grade or tonnage of the deposit;
   
                 -
increase in the dilution of the ore; or
   
                 -
reduced recovery rates;

o  
risks and hazards associated with environmental hazards, political and country risks, civil unrest or terrorism, industrial accidents, labor disputes, unusual or unexpected geologic formations, cave-ins, explosive rock failures; and flooding and periodic interruptions due to inclement or hazardous weather conditions; and
   
o  
our failure to maintain insurance on certain risks associated with any exploration activities we may undertake in the future.

If we do begin exploration activities in the future, of which there can be no assurance, we will be subject to the above risks. If any of the above risks occur, we may be forced to curtail or abandon our operations and/or exploration and development activities, if any. As a result, any investment in us could decrease in value and/or become worthless.


11


Our determinations of whether our planned activities and estimates of potential reserves, if any, may be inaccurate.

We are currently in the exploration stage. Before we can begin a development project, if ever, we must first determine whether it is economically feasible to do so. This determination is based on estimates of several factors, including:

           o
expected recovery rates of metals from the ore;
           o
 facility and equipment costs;
           o
capital and operating costs of a development project;
           o
future metals prices;
           o
currency exchange and repatriation risks;
           o
tax rates;
           o
inflation rates;
           o
 political risks and regulatory climate in Canada; and
           o
 availability of credit.

Any development projects we may undertake in the future will likely not have an operating history upon which to base these estimates and as a result, actual cash operating costs and returns from a development project, if any, may differ substantially from our estimates. Consequently, it may not be economically feasible to continue with a development project, if one is started.

Our planned mineral exploration efforts are highly speculative.

Mineral exploration is highly speculative. It involves many risks and is often nonproductive. Even if we believe we have found a valuable mineral deposit, it may be several years before production is possible. During that time, it may become no longer feasible to produce those minerals for economic, regulatory, political, or other reasons. Additionally, we may be required to make substantial capital expenditures and to construct mining and processing facilities. As a result of these costs and uncertainties, we may be unable to start, or if started, to finish our exploration activities.

Our property has not produced any commercial reserves or ore body, and the probability of such property producing any commercially viable reserves in the future is remote.

Our mineral project is in the exploration stage as opposed to the development stage and we have no known body of economic mineralization. The known mineralization at these projects has not been determined to be economic ore. Until further exploration activities can be conducted, there can be no assurance that a commercially mineable ore body exists on any of our properties. In order to carry out exploration and development programs of any economic ore body and place it into commercial production, we will be required to raise substantial additional funding, and even if we are successful in completing our exploration activities on our property, we may not be successful in finding commercial quantities of minerals. Furthermore, the probability of an individual prospect ever having reserves or being commercially viable is extremely remote. As a result, there is only a small probability that any of our properties contain any reserves and that any funds spent on exploration activities will ever be recovered.

12



Mining operations in general involve a high degree of risk, which we may be unable, or may not choose to insure against, making exploration and/or development activities we may pursue subject to potential legal liability for certain claims.

Our operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of minerals. These include unusual and unexpected geological formations, rock falls, flooding and other conditions involved in the drilling and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to life or property, environmental damage and possible legal liability. Although we plan to take adequate precautions to minimize these risks, and risks associated with equipment failure or failure of retaining dams which may result in environmental pollution, there can be no assurance that even with our precautions, damage or loss will not occur and that we will not be subject to liability which will have a material adverse effect on our business, results of operation and financial condition. If this were to happen, we could be forced to curtail or abandon our business activities.

Because we have only recently commenced business operations, we face a high risk of business failure and this could result in a total loss of your investment.

We have not begun the initial stages of exploration of our mineral claims, and thus have no way to evaluate the likelihood whether we will be able to operate our business successfully.  We were incorporated on January 9, 2007 and to date have been involved primarily in organizational activities, obtaining financing and acquiring our mineral claims since that date.  We have not earned any revenues and we have not achieved profitability as of the date of this Prospectus.  Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises.  The likelihood of success must be considered in the light of problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral property that we plan to undertake.  These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates.  We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations.  If we are unsuccessful in addressing these risks our business will likely fail and you will lose your entire investment in this offering.


13


Because we have only recently commenced business operations, we expect to incur operating losses for the foreseeable future.

We have never earned any revenue and we have never been profitable. Prior to completing exploration on our Get 1 - 4 mineral claims, we may incur increased operating expenses without realizing any revenues from our claims, causing us to incur operating losses for the foreseeable future.  If our operating losses continue for a sustained period our business may fail.

Because of the speculative nature of mineral exploration, there is substantial risk that no commercially viable copper, iron sulphide or lead deposits will be found and our business will fail.

Exploration for copper and iron sulphide is a speculative venture involving substantial risk.  We can provide investors with no assurance that our Get 1 - 4 mineral claims contain commercially viable copper or iron sulphide deposits.  The exploration program that we will conduct on our claims may not result in the discovery of commercially viable copper or silver deposits.  Problems such as unusual and unexpected rock formations and other conditions are involved in copper and iron exploration, which often result in unsuccessful exploration efforts.  In such a case, we may be unable to complete our business plan and you could lose your entire investment in this offering.

Because of the inherent dangers involved in copper and iron sulphide exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for copper and iron sulphide involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  We currently have no such insurance nor do we expect to get such insurance for the foreseeable future.  If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all our assets causing our business to fail.

As we undertake exploration of our mining claims, we will be subject to compliance of government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration of minerals.  We will be subject to the mining laws and regulations as contained in the Chapter 519A of the Nevada Revised Statutes as we carry out our exploration program.  We may be required to obtain work permits and perform remediation work for any physical disturbance to the land in order to comply with these regulations.  While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent us from carrying out our exploration program.


14


Our planned exploration and development activities may be adversely affected by inclement weather in and around our claims.

The temperatures on our claims can range between a low of -20 degrees Fahrenheit in the winter to a high of 100+ degrees Fahrenheit in the summer. Snow may be present on the ground from December to February, and this presence may hamper a year-round exploration and/or development program, and/or cause us to spend additional resources to heat and/or remove snow from our operations, if any. Additionally, inclement weather at the airports in and around our claims may make it more difficult for us to obtain the materials we will require for any of our planned exploration activities, and/or for our personnel to visit our claims. As a result, if there is an abnormal amount of snowfall and/or inclement weather on our claims or particularly bad winter weather at the airports surrounding our claims, we could be forced to expend additional finances dealing with such snow on our claims and with the delays such abnormal snowfall could have on our then operations, if any. The expense of additional monies could cause our revenues, if any to decline and/or cause us to curtail or abandon our business operations.

Because our management has no experience in the mineral exploration business we may make mistakes and this could cause our business to fail.

Our President has no previous experience operating an exploration or a mining company (other than in connection with the operations of Osler, as described below under “Directors, Officers, Control Persons and Promoters,” below) and because of this lack of experience he may make mistakes.  Our management lacks the technical training and experience with exploring for, starting, or operating a mine.  We rely on information provided a consulting geologist in our attempt to carry out exploration on our Get 1 - 4 mineral claims.   With no direct training or experience in these areas our management may not be fully aware of the many specific requirements related to working in this industry.  Our management's 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 our management's lack of experience in this industry.

Because we hold a significant portion of our cash reserves in United States dollars, we may experience weakened purchasing power in Canadian dollar terms.

We hold a significant portion of our cash reserves in United States dollars.  Due to foreign exchange rate fluctuations, the value of these United States dollar reserves can result in both translation gains or losses in Canadian dollar terms.  If there was to be a significant decline in the United States dollar versus the Canadian Dollar, our US dollar purchasing power in Canadian dollars would also significantly decline.  We have not entered into derivative instruments to offset the impact of foreign exchange fluctuations.


15


Our auditors have expressed substantial doubt about our ability to continue as a going concern.

The accompanying financial statements have been prepared assuming that we will continue as a going concern.  As discussed in Note 1 to the financial statements, we were recently incorporated on January 9, 2007, and we do not have a history of earnings, and as a result, our auditors have expressed substantial doubt about our ability to continue as a going concern.  Continued operations are dependent on our ability to complete equity or debt financings or generate profitable operations.  Such financings may not be available or may not be available on reasonable terms.  Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

RISKS RELATING TO THE OFFERING

There is no liquidity and no established public market for our common stock and it may prove impossible to sell your shares.

There is presently no public market in our shares.  While we intend to contact an authorized OTC Bulletin Board market maker for sponsorship of our securities, we cannot guarantee that such sponsorship will be approved and our stock listed and quoted for sale.  Even if our shares are quoted for sale, buyers may be insufficient in numbers to allow for a robust market, it may prove impossible to sell your shares.

Broker-dealers may be discouraged from effecting transactions in our shares because they are considered penny stocks and are subject to the penny stock rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934 (the “ Securities Exchange Act ”) impose sales practice and disclosure requirements on NASD broker-dealers who make a market in " penny stocks ".  A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or " accredited investor " (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt.  A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities.  Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

16


If the Selling Shareholders sell a large number of shares all at once or in blocks, the value of our shares would most likely decline.

The Selling Shareholders are offering 24,600,000 shares of our common stock through this Prospectus.  They will sell these shares at a fixed price of $0.10 until such time as they are quoted on the OTC Bulletin Board or other quotation system or stock exchange.  Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline.  Moreover, the offer or sale of large numbers of shares at any price may cause the market price to fall.  The amount of common stock owned by the Selling Shareholders described in this Prospectus represent approximately 37% of the common shares currently outstanding.

Greg Chapman, our Chief Executive Officer and sole Director can vote an aggregate of 61.9% of our common stock and will exercise control over corporate decisions including the appointment of new directors.

Greg Chapman, our Chief Executive Officer and sole Director can vote an aggregate of 40,000,000 shares or 61.9% of our outstanding common stock. Accordingly, Mr. Chapman will exercise control in determining the outcome of corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Any investors who purchase shares will be minority shareholders and as such will have little to no say in the direction of the Company and the election of Directors. Additionally, it will be difficult if not impossible for investors to remove Mr. Chapman as a Director of the Company, which will mean that he will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors.  Additionally, such control may have the effect of delaying, deferring or preventing a change of control. As a potential investor in the Company, you should keep in mind that even if you own shares of the Company's common stock and wish to vote them at annual or special shareholder meetings, your shares will likely have little effect on the outcome of corporate decisions.



17


FORWARD LOOKING STATEMENTS

This Form SB-2 includes forward-looking statements which include words such as " anticipates ", " believes ", " expects ", " intends ", " forecasts ", " plans ", " future ", " strategy " or words of similar meaning.  Various factors could cause actual results to differ materially from those expressed in the forward looking statements, including those described in " Risk Factors " in this Prospectus.  We urge you to be cautious of these forward-looking statements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

USE OF PROCEEDS

The common stock offered are being registered for the Selling Shareholders as specified herein.  The Selling Shareholders will receive all proceeds from the sale of common stock and we will not receive any proceeds from the resale of common stock by the Selling Stockholders.

DETERMINATION OF OFFERING PRICE

The selling shareholders are required to sell our shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.

The offering price of $0.10 is not based upon our net worth, earnings, total asset value or any other objective measure of value based upon accounting measurements.  Should a market for our securities, the market price may be less than the offering price.

In determining the initial offering price, our Board of Directors considered, among other things, the following factors:

     ·
Our lack of operating history;
     ·
The price that we thought a purchaser would be willing to pay for our shares; and
     ·
Our capital structure.

DILUTION

The common stock to be sold by the Selling Shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.

SELLING SECURITY HOLDERS

The Selling Shareholders named in this Prospectus are offering all of the 24,600,000 shares of common stock offered through this Prospectus.  These shares were acquired pursuant to private placements which transactions were exempt from registration pursuant to Regulation S of the Securities Act of 1933, as amended and included:

18



o
24,600,000 shares (post 20:1 forward split shares of our common stock) which were sold by us from May to June 2007 at a price of $0.001 per share.
 
The shares were sold solely by our President to his close friends and close business associates.  There was no private placement agent or others who were involved in placing the shares with the selling shareholders.

The following table provides as of the date of this Prospectus information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

     1.
the number of shares owned by each before the offering;
   
     2.
the total number of shares that are to be offered by each;
   
     3.
the total number of shares that will be owned by each upon completion of the offering; and
   
     4.
the percentage owned by each upon completion of the offering.

The following table provides information regarding the beneficial ownership of our common stock held by each of the Selling Shareholders.

  Name of Selling
Shares Beneficially Owned
# Shares
Beneficial Ownership
  Shareholder
Prior to Offering
Offered
After Offering (1)
Last
First
       
Amiterek
Trina 700,000 700,000
-
Boersma
Gail
700,000
700,000
Bonner
Steve
700,000
700,000
Campbell
Julia 600,000 600,000
-
Carlson
Kelly
600,000
600,000
Clark
Karen
700,000
700,000
Collo
Alan
600,000
600,000
Cook
Bernard
600,000
600,000
Crossman (2)
Julia 800,000 800,000
-
Crossman (2)
Sandi 800,000 800,000
-
Desouza
Deborah
600,000
600,000
Emerson
Wesley
600,000
600,000
Hildebrandt
Brian 600,000 600,000
-
Hird
Victor
600,000
600,000
Horrisko
Melody
600,000
600,000
Hyska
Shauna
700,000
700,000
Johnson
Sheila
700,000
700,000
Lepage
R. Michael
600,000 600,000
-
MacDonald
Ian 600,000 600,000
-
Marshall
Alex
600,000
600,000
McCheyne
Colin 600,000 600,000
-
McDermott (3)
Cheryl 800,000 800,000
-
McDermott (3)
Don 800,000 800,000
-
McGill
Chad
600,000
600,000
McKenzie
Kim 700,000 700,000
-
McLean
Rhonda
600,000
600,000
Mask (4)
Troy 600,000 600,000
-
Mask (4)
Krista 600,000 600,000
-
Mask
Vince
600,000
600,000
Rae
Chris
600,000
600,000
Raymond
Pete 600,000 600,000
-
Spence
Kim
700,000
700,000
Steadman (5)
Mark 700,000 700,000
-
Steadman (5)
Tim 600,000 600,000
-
Urban
Marcie
700,000
700,000
Vancoughnet
Vincent 600,000 600,000
-
Walker
May
600,000
600,000
Woods
Kara Lee
600,000 600,000
-
 
24,600,000
24,600,000  
         

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Footnotes:

     (1)
This table assumes that each shareholder will sell all of his/her shares available for sale during the effectiveness of the registration statement that includes this Prospectus.  Shareholders are not required to sell their shares.
   
     (2)
Jamie Crossman and Sandi are spouses. Each of these shareholders has no beneficial interest in the other party's respective holdings.
   
     (3)
Cheryl and Don McDermott are spouses.  Each of these shareholders has no beneficial interest in the other party's respective holdings.
   
     (4)
Vince and Krista Mask are spouses. Troy Mask is the brother of Vince Mask.  Each of these shareholders has no beneficial interest in the other party's respective holdings.
   
     (5)
Mark and Tim Steadman are brothers.  Each of these shareholders has no beneficial interest in the other party's respective holdings.

Other than detailed in the footnotes above, we are not aware of any family relationships among selling shareholders.

The number and percentage of shares beneficially owned is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.  Under such rules, beneficial ownership includes any shares as to which the selling stockholder has sole or shared voting power or investment power and also any shares which the selling stockholder has the right to acquire within 60 days of the date of this Prospectus.  The named parties beneficially own and have sole voting and investment power over all shares or rights to these shares.  The numbers in this table assume that the Selling Shareholders do not purchase additional shares of common stock, and assumes that all shares offered are sold.  It is possible that the Selling Shareholders may not sell all of the securities being offered.

Except as indicated above, none of the Selling Shareholders:

     ·
has attributed beneficial ownership to any other selling shareholder as far as we are aware;
   
     ·
has attributed beneficial ownership to any member of our management;
   
     ·
has had a material relationship with us other than as a shareholder at any time within the past three years; and
   
     ·
has ever been one of our officers or directors; or   are broker-dealers or affiliates of broker-dealers.

SHARES AVAILABLE FOR FUTURE SALE

Upon the date of this Prospectus, there are 64,600,000 shares of common stock issued and outstanding. Upon the effectiveness of this registration statement, 24,600,000 shares of common stock to be resold pursuant to this Prospectus will be eligible for immediate resale in the public market if and when any market for the common stock develops, without limitation. No public market currently exists for the Company's common stock.

The remaining 40,000,000 shares of our issued and outstanding common stock which are not being registered pursuant to this registration statement will be subject to the resale provisions of Rule 144. Sales of shares of common stock in the public markets may have an adverse effect on prevailing market prices for the common stock.

Rule 144 governs resale of "restricted securities" for the account of any person (other than an issuer), and restricted and unrestricted securities for the account of an "affiliate" of the issuer. Restricted securities generally include any securities acquired directly or indirectly from an issuer or its affiliates which were not issued or sold in connection with a public offering registered under the Securities Act. An affiliate of the issuer is any person who directly or indirectly controls, is controlled by, or is under common control with, the issuer. Affiliates of the Company may include its directors, executive officers, and persons directly or indirectly owning 10% or more of the outstanding common stock. Under Rule 144 unregistered resales of restricted common stock cannot be made until it has been held for one year from the later of its acquisition from the Company or an affiliate of the Company.

Thereafter, shares of common stock may be resold without registration subject to Rule 144's volume limitation, aggregation, broker transaction, notice filing requirements, and requirements concerning publicly available information about the Company ("Applicable Requirements"). Resales by the Company's affiliates of restricted and unrestricted common stock are subject to the Applicable Requirements. The volume limitations provide that a person (or persons who must aggregate their sales) cannot, within any three-month period, sell more than the greater of one percent of the then outstanding shares, or the average weekly reported trading volume during the four calendar weeks preceding each such sale. A non-affiliate may resell restricted common stock which has been held for two years free of the Applicable Requirements.


20


PLAN OF DISTRIBUTION

The 24,600,000 shares offered by the selling stockholders pursuant to this Prospectus may be sold by one or more of the following methods, without limitation:

     o
ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;
   
     o
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;
   
     o
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
   
     o
an exchange distribution in accordance with the rules of the applicable exchange;
   
     o
privately-negotiated transactions;
   
     o
broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;
   
     o
a combination of any such methods of sale; and
   
     o
any other method permitted pursuant to applicable law.

The selling shareholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this Prospectus.

We currently lack a public market for our common stock. Selling shareholders will sell at a price of $0.10 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.

The offering price of the shares has been arbitrarily determined by us based on estimates of the price that purchasers of speculative securities, such as the shares offered herein, will be willing to pay considering the nature and capital structure of our Company, the experience of the officers and Directors, and the market conditions for the sale of equity securities in similar companies. The offering price of the shares bears no relationship to the assets, earnings or book value of our Company, or any other objective standard of value. We believe that only a small number of shares, if any, will be sold by the selling shareholders, prior to the time our common stock is quoted on the OTC Bulletin Board, at which time the selling shareholders will sell their shares based on the market price of such shares. The Company is not selling any shares pursuant to this Registration Statement and is only registering the re-sale of securities previously purchased from us.

21


The selling shareholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares.

The selling shareholders may sell their shares of common stock short and redeliver our common stock to close out such short positions; however, the selling shareholders may not use shares of our common stock being registered in the Registration Statement to which this Prospectus is a part to cover any short positions entered into prior to the effectiveness of such Registration Statement. If the selling shareholders or others engage in short selling it may adversely affect the market price of our common stock.

Broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. It is not expected that these commissions and discounts will exceed what is customary in the types of transactions involved.

The selling shareholders may be deemed to be an "underwriter" within the meaning of the Securities Act in connection with such sales. Therefore, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.


22


MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS

No established public trading market exists for our common stock. We have no shares of common stock subject to outstanding options or warrants to purchase, or securities convertible into, our common stock. We have no outstanding shares of Preferred Stock. Except for this offering, there is no common stock that is being, or has been proposed to be, publicly offered.

Equity Compensation Plans

We have no equity compensation program including a stock option plan and none are planned for the foreseeable future.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other person.

Dividends

There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.
we would not be able to pay our debts as they become due in the usual course of business; or
   
2.
our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends. We do not plan to declare any dividends in the foreseeable future.

LEGAL PROCEEDINGS

From time to time, we may become a party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.


23


DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS

The sole Director and Officer currently serving our Company is as follows:

Name
Age
Position
Period Serving
Term
         
Greg Chapman
45
President, Chief Executive Officer, Chief Financial Officer, Director and Secretary
January 9, 2007-
January 9, 2008
1 year

The sole Director named above will serve until the next annual meeting of the stockholders and until his successor is elected and qualified .  Thereafter, directors will be elected for one-year terms at the annual stockholders' meeting. Officers will hold their positions at the pleasure of the board of directors, absent any employment agreement, of which none currently exists or is contemplated.

Biographical information

Greg Chapman

Greg Chapman has served as our President, Chief Executive Officer, Chief Financial Officer and Director since shortly after our inception in January 2007.  Since July 2004, he has served as the sole officer and Director of Osler Incorporated, a similar company to the Company, which is involved in the exploration of copper and iron sulphide exploration in Nevada.  Since August 2004, he has served as the owner, manager and operator of CFM Accounting in Vancouver, British Columbia (from August 2004 to August 2006) and in Winnipeg, Manitoba (since September 2006).  From September 2000 to July 2004, Mr. Chapman owned and operated Northern Cactus Accounting in Vancouver, British Columbia.

Mr. Chapman received a Bachelors degree in Economics from the University of Manitoba in 1985, and his BSc in Accountancy from California State University in Sacramento in 1994.

Mr. Chapman commits approximately 8 hours per week of his time to our business.  Mr. Chapman is responsible for the overall direction of our company.

He will rely on the information forwarded to him by the geologist the Company has paid to complete the studies regarding our mineral property.  It is important to note, as described above, that since July 2004, Mr. Chapman has served as sole officer and Director of Osler Incorporated a similar company to the Company, which is involved in the exploration of copper and iron sulphide exploration in Nevada, and as such, the time he is able to spend on Company matters may be limited and/or he may face conflicts of interest between Osler Incorporated and the Company.

24


Employees:

We have no employees other than Greg Chapman, who is our sole Director and officer.  For our accounting requirements we utilize the consulting services of an independent bookkeeper to assist in the preparation of our interim financial statements in accordance with accounting principles generally accepted in the United States.

Conflicts of Interest

We do not have any written procedures in place to address conflicts of interest that may arise between our business and the future business activities of Mr. Chapman.

Audit Committee Financial Expert

We do not have a financial expert serving on an audit committee.  We do not have an audit committee because our board of directors has determined that as a start-up exploration company with no revenues it would be too expensive to have one.

Family Relationships

As we have only one director and executive officer, there are no arrangements or understandings pursuant to which a director or executive officer was selected to be a director or executive officer.


25


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following table sets forth as of October 1, 2007 certain information regarding the beneficial ownership of our common stock by:

1.
Each person who is known by us to be the beneficial owner of more than 5% of the common stock, and
   
2.
Our sole director and executive officer.
   
The persons or entities listed below have sole voting and investment power with respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with a spouse. The number of shares described below include shares which the beneficial owner described has the right to acquire within 60 days of the date of this Prospectus. No change in control is currently being contemplated.

As of October 1, 2007, 64,600,000 common shares were issued and outstanding.

Title of Class
Name of Beneficial Owner
Amount and Nature
of Beneficial Owner
% Class
       
Officers and Directors:
     
Common Stock
Greg Chapman
40,000,000
61.9%

Officers, Directors and 5% Shareholders as a Group (1 person)
     
Common Stock
Greg Chapman
40,000,000
61.9%

The person listed is the sole Director and officer of our company and has full voting and investment power with respect to the shares indicated.  Under the rules of the SEC, a person (or a group of persons) is deemed to be a " beneficial owner " of a security if he or she, directly or indirectly, has or shares power to vote or to direct the voting of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security.  A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.


26


DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists of 100,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As at October 1, 2007 64,600,000 shares of common stock are issued and outstanding and held by 39 shareholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Holders of a majority of shares of common stock issued and outstanding, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.  Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

As of the date of this Prospectus, there is no preferred stock issued or authorized.

Dividend Policy

We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business.  As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

As of the date of this Prospectus, there are no outstanding warrants to purchase our securities.  We may, however, issue warrants to purchase our securities in the future.


27


Options

As of the date of this Prospectus, there are no options to purchase our securities outstanding.  We may, however, in the future grant such options and/or establish an incentive stock option plan for our directors, employees and consultants.

Convertible Securities

As of the date of this Prospectus, we have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.  We may, however, issue such convertible or exchangeable securities in the future.

Changes in Control:

There are no arrangements which may result in a change in control.



28


INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this Prospectus as having prepared or certified any part of this Prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, any interest, directly or indirectly, in our company or any of our parents or subsidiaries, if any.  Nor was any such person connected with us or any of our parents or subsidiaries, if any, as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Neither The Loev Law Firm, PC, which prepared this Registration Statement, nor any managers or affiliates of The Loev Law Firm, PC hold any interest, contingent or otherwise in the Company or the Company’s securities.

The financial statements included in this Prospectus have been audited by LBB & Associates Ltd., LLP of Houston, Texas to the extent and for the periods set forth in their report appearing elsewhere herein, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The geological report for the Get 1 - 4 mineral claims was prepared by James W. McLeod, Professional Geoscientist, and the summary information of the geological report disclosed in this Prospectus is in reliance upon the authority and capability of Mr. McLeod as a Professional Geoscientist.

DISCLOSURE OF COMMISSION POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Our officers and directors are indemnified as to personal liability as provided by the Nevada Revised Statutes (" NRS ") and our bylaws.  Section 78.7502 of the NRS provides that a corporation may eliminate personal liability of an officer or director to the corporation or its stockholders for breach of fiduciary duty as an officer or director provided that such indemnification is limited if such party acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation.

Our articles of incorporation and bylaws allow us to indemnify our officers and directors up to the fullest extent permitted by Nevada law, but such indemnification is not automatic.  Our bylaws provide that indemnification may not be made to or on behalf of a director or officer if a final adjudication by a court establishes that the director or officer's acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and was material to the cause of action.

Unless limited by our articles of incorporation (which is not the case with our articles of incorporation) a corporation must indemnify a director who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.

29



Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against these types of liabilities, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suitor proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will submit the question of whether indemnification by us is against public policy to an appropriate court and will be governed by the final adjudication of the case.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated on January 9, 2007, under the laws of the State of Nevada.  On the date of our incorporation, we appointed Greg Chapman as our Director.  On January 9, 2007, Mr. Chapman was appointed President, Chief Executive Officer, Chief Financial Officer and Secretary of our company.  Mr. Chapman may be deemed to be our promoter.

Effective July 15, 2007, we affected a 20:1 forward stock split of our issued and outstanding shares of common stock.

30


DESCRIPTION OF BUSINESS

Business Development

We are a copper and iron sulphide exploration company and were incorporated on in the State of Nevada on January 9, 2007.  On April 17, 2007 we acquired the Get 1 – 4 mineral claims comprising 82.64 acre (approximately 33.44 hectares) in Esmeralda County, in the State of Nevada from James W. McLeod, an unrelated third party (the “Get” property). Effective July 15, 2007, we affected a 20:1 forward stock split of our issued and outstanding shares of common stock, which forward stock split has been retroactively reflected herein unless otherwise stated.

In April 2007, we engaged James W. McLeod, Professional Geoscientist, who is familiar with the Esmeralda County area in Nevada, to develop a report about our Get 1 – 4 mineral claims.  The report entitled “ Review and Recommendations, Get 1- 4 Mineral Claims ” dated April 17, 2007 (the “ Report ”) describes the mineral claims, the regional geology, the mineral potential of the claim and recommendations on how we should explore the claims.

The potential economic significance of the mineral claims is that according to our consulting geologist's report, the geology and aeromagnetic data of the mineral claims suggests some bedrock faulting may have affected the area.

Description and Location of Property

The Get mineral claims consist of 4 located mineral claims in one contiguous, 2 x 2 group comprising a total of 82.64 acres (33.44 hectares) as follows:

Name
Area
(acres)
Expiry Date
     
Get 1
20.66
September 1, 2008*
Get 2
20.66
September 1, 2008*
Get 3
20.66
September 1, 2008*
Get 4
20.66
September 1, 2008*

*The Get 1 - 4 mineral claims currently have an expiration date of September 1, 2008 and in order to maintain the claims in good standing it will be necessary for us to coordinate an agent to perform and record an Affidavit of Annual Assessment Work for the claims with a minimum expenditure of $100 per claim, or alternatively, to file an Affidavit and Notice of Intent to Hold Mining Claim and Site, together with an annual maintenance fee to the U.S. Bureau of Land Management in the sum of $125 per claim, and a county recorders fee of between $8.50 to $10.50 per claim.  Failure to perform and record valid exploration work or pay the equivalent maintenance fees on the anniversary dates will result in forfeiture of title to the claims.

31


The claim area is located in Esmeralda County, Nevada on the Montezuma Peak SW 7 1/2°. At the center of the property the latitude is 37° 31.007' N and the longitude is 117° 28.014' W. The Get mineral claims lie approximately 18 miles southwest of Goldfield, Nevada.


32


 

33


Accessibility, Climate, Local Resources, Infrastructure and Physiography

The Get property lies in the south-western part of the State of Nevada not far from California's north-eastern border.  The property is accessible from a dirt road off Highway 95 by traveling south of the town of Goldfield, Nevada.

The area receives approximately 4" - 8" of precipitation annually of which about 20% may occur as a snow equivalent.  This amount of precipitation suggests a climatic classification of arid to semi-arid.  The summers can experience hot weather, middle 60's to 70's Fahrenheit average with high temperatures of 100+ Fahrenheit, while the winters generally last from December through February.  Temperatures experienced during mid-winter average, for the month of January, from the high 20's to the low 40's Fahrenheit, with lows down to -20 Fahrenheit.

The Town of Goldfield, Nevada, offers some of the necessary amenities required to base and carry-out an exploration program (some accommodations, communications, limited equipment and supplies).  Larger or specialized equipment can be acquired in the city of Las Vegas lying 200 miles by paved road (Highway 95) traveling south of Goldfield, Nevada.

Infrastructure such as highways and secondary roads, communications, limited accommodations and some supplies that are essential to carrying-out an exploration program are at hand in the Goldfield area.

The property lies in moderately sloping terrain that occurs on the south-western flank of Montezuma Peak. Much of this area, with many broad open valleys and spiney mountain ridges, hosts sagebrush, cacti and other desert plants including Joshua trees on the low hill slopes.  Many intermittent, old south draining (dry) water courses traverse the area, but surface water is very scarce and potable surface water does not occur.  Drilling water would have to be trucked in from the town of Lida, Nevada.

The claim area ranges in elevation from 6,200 feet to 6,500 feet above mean sea level.  The physiographic setting of the property can be described as arid, gently sloping terrain.  The area has been surficially altered both by some fluvial and more wind erosion and the depositional (drift cover) effects of in-filling.  Thickness of drift cover on hill slopes is considered minimal.

History of the Get 1 - 4 Mineral Claim Area

The recorded mining history of the general area dates from the 1860's when prospectors passed through heading north and west.  The many significant lode gold, silver and other mineral product deposits developed in the area was that of the Goldfield Camp, 1905; Coaldale, coal field, 1913; Divide Silver Mining District, 1921 and the Candalaria silver-gold mine which operated as an underground lode gold deposit in 1922 and again in the 1990's as an open cut, cyanide heap leach operation.

The area in which the Get 1 - 4 mineral claims occur is the Railroad Springs District that is sometimes considered as a section of the larger Lida District.  The recorded mining history of the Railroad Springs District dates from before 1908 when shipments of mineralized material were made from several prospects.

34



Geological Setting

Regional Geology

The regional geology of Esmeralda County, Nevada is depicted as being underlain by all major types of rock units.  These appear to range from oldest to youngest in an east to west direction, respectively.  The oldest units are found to occur in the southeast corner of the State along the Colorado River.  The bedrock units exhibit a north-south fabric of alternating east-west ranges and valleys.  This feature suggests possible West to East compression that expresses itself through low angle thrust faulting and steep angled faults that at times brings the older rock units into contact with the younger units as a detached assemblage. Faulting plays a large part in many areas of Nevada and an even larger part in the emplacement of mineral occurrences and ore bodies.

The geology of Esmeralda County has been recognized to contain three age related assemblages; the older sedimentary and metamorphic units with a mid-aged sedimentary and igneous assemblage and the youngest volcanic-sedimentary assemblage these assemblages range in age from the Precambrian through the Tertiary.  These major divisions are divided by unconformities, i.e. periods of time that are not represented or as erosion windows in the geological record.

Local Geology

The local geology may be described from the oldest to the youngest age as being underlain by Cambrian limestone and calcareous shale that have been intruded by Cretaceous diorite units and capped by Tertiary rhyolite units.

Property Geology

The property geology appears to be underlain from oldest to youngest by Cambrian sedimentary units, Tertiary rhyolite units and Tertiary or younger basalt.

Exploration

Geophysics of the Get 1-4 Mineral Claims

The Get property is seen to lie between elliptical aeromagnetic highs that may represent intrusive stocks.  The subtle change in gradient of the aeromagnetic contours in the claim area suggests a position in an in-filled basin.  Ground geophysical surveys may add more detail to our understanding of the possible potential of the claim area.

35

Geochemistry of the Get 1-4 Mineral Claims

To the best  knowledge of the author of the Report, the Get 1 - 4 property has not undergone any detailed ground exploration work including geochemistry which may have usefulness in this area.

Drilling

No drilling appears to have taken place on the area covered by the Get mineral claims.

Sample Method and Approach

Standard sampling methods are utilized; for example a rock sample would be acquired from the rock exposure with a hammer.  The sample will be roughly 2” x 2” x 2” of freshly broken material.  The sample grid location correlated with global positioning system (“GPS”) location will be marked in the logbook after a sample number has been assigned.  The sample number would be impressed on an aluminum tag and on a flagging that will be affixed at the sample site for future location.

Sample Preparation, Analyses and Security

Rock exposure samples would be taken with known grid relationships that have been tied-in with a hand held global positioning system (“GPS”).

The relatively new soil survey program and proprietary digestive method called mobile metal ions (“MMI”) may be very useful in our exploration.  The samples in the desert climates are taken consistently from between 8" and 10" in the overburden below the organic zone. The samples undergo selective digestion with subsequent analyses for the chosen metal package, but most likely the standard multi-element package with gold would be undertaken.  The cost of taking the MMI sample and the analyses are more expensive than the standard soil sampling method, but some studied results have been encouraging.  All analyses and assaying will be carried-out in a certified laboratory.

Conditions to Retain Title to the Get 1 – 4 Mineral Claims

The Get 1 - 4 mineral claims currently have an expiry date of September 1, 2008 and in order to maintain the claims in good standing it will be necessary for us to co-ordinate an agent to perform and record an Affidavit of Annual Assessment Work for the claims with a minimum expenditure of $100 per claim, or alternatively, to file an Affidavit and Notice of Intent to Hold Mining Claim and Site, together with an annual maintenance fee to the U.S. Bureau of Land Management in the sum of $125 per claim, and a county recorders fee of between $8.50 to $10.50 per claim.  Failure to perform and record valid exploration work or pay the equivalent maintenance fees on the anniversary dates will result in forfeiture of title to the claims, which could prevent us from carrying out our business plan.

36


Competitive Conditions

The mineral exploration business is a competitive industry.  We are competing with many other exploration companies looking for minerals.  We compete with numerous other companies which have resources far in excess of ours.  Being a junior mineral exploration company, we compete with such other companies for financing and joint venture partners and exploration resources including professional geologists, camp staff, and mineral exploration supplies.

Raw Materials

The raw materials needed for our exploration program will include items such as camp equipment, sample bags, first aid supplies, groceries and propane.  All of these types of materials are readily available from a variety of suppliers in either the town of Goldfield or the City of Las Vegas in Nevada.

Dependence on Major Customers

We have no customers.

Intellectual Property and Agreements

We have no intellectual property such as patents or trademarks.  Additionally, we have no royalty agreements or labor contracts.

Government Approvals and Regulations

Exploration activities are subject to various national, state, foreign and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters.  We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the United States.

The effect of these existing regulations on our business is that we are able to carry out our exploration program as we have described in this Prospectus.  However, it is possible that a future government could change the regulations that could limit our ability to explore our claim, but we believe this is highly unlikely.

Research and Development Expenditures

We have not incurred any research or development expenditures since our inception on January 9, 2007. Moving forward, we plan to undertake exploration activities on our Get 1-4 claims, as explained in greater detail herein.

37

Costs and Effects of Compliance with Environmental Laws

We currently have no costs to comply with environmental laws concerning our exploration program.

Employees

We do not have any employees other than Greg Chapman.  We intend to retain the services of independent geologists, prospectors and consultants on a contract basis to conduct the exploration programs on our Get 1 - 4 mineral claims.

Additional Information

Our fiscal year ends on June 30. We plan to furnish our shareholders annual reports containing audited financial statements and other appropriate reports, where applicable. In addition, we intend to become a reporting company and file annual, quarterly, and current reports, and other information with the SEC, where applicable. You may read and copy any reports, statements, or other information we file at the SEC's public reference room at 100 F. Street, N.E., Washington D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our SEC filings are also available to the public on the SEC's Internet site at http\\www.sec.gov.

38


MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Our plan of operations for the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining any additional funding necessary for the continued exploration of our Get 1 - 4 mineral claims, of which there can be no assurance.  We believe that we have enough cash on hand to complete the first phase of our proposed exploration program (described below) but we will need to raise additional funding to complete phase 2 and 3 of such exploration activities and plan to take steps to raise additional funds in the future through the sale of equity and/or debt, of which there can be no assurance.  The following is a brief summary of our proposed exploration program:

1.
As recommended by our consulting geologist, we plan to implement a three phase exploration program on our Get 1 – 4 mineral claims at a total approximate cost of $60,000, as follows:

     (a)
In or around February, 2008, we plan to carry out Phase 1 of the program which will consist of detailed prospecting, mapping and MMI soil geochemistry at a total cost of approximately $10,000.  This phase is expected to take 30 – 45 days to complete.
   
     (b)
Phase 2 of the program will consist of magnetometer and VLF electromagnetic, grid controlled surveys over the areas of interest determined by the Phase I survey, at a total cost of approximately $15,000.  Included in the estimated cost is transportation, accommodation, board, grid installation, two geophysical surveys, maps and a report.  This phase is expected to take two weeks to complete;
   
     (c)
Depending upon positive results from Phase I and Phase 2, we plan to carry out Phase 3 of the proposed work program.  Phase 3 will consist of induced polarization and electromagnetic resistivity surveys over grid controlled anomalous areas of interest outlined in the Phase 1 and Phase 2 field work at a total cost of approximately $35,000.  The estimated time to complete this phase is three weeks.

As at June 30, 2007, we had a cash balance of $22,404.  We believe that we have enough cash on hand to complete Phase 1 of our proposed exploration program.  If the first phase of our exploration program is successful we will have to raise additional funds so that our next 2 phases of exploration could commence.  We plan to take steps to raise additional funds in the future through the sale of equity and/or debt, of which there can be no assurance

During the next 12 months, we do not anticipate generating any revenue.  We anticipate that any additional funding will come from equity financing from the sale of our common stock or sale of part of our interest in our Get 1 - 4 mineral claims.  If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company.  We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or debt financing to fund our third phase exploration program, if applicable.  In the absence of such financing, our business will fail.  We may consider entering into a joint venture partnership by linking with a major resource company to provide the required funding to complete our continued exploration of our Get 1 - 4 mineral claims.  We have not undertaken any efforts to locate a joint venture partner.  If we enter into a joint venture arrangement, we will assign a percentage of our interest in our mineral claim to the joint venture partner.

39



Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future.  We base this expectation, in part, on the fact that very few mining claims in the exploration stage ultimately develop into producing, profitable mines.  Our future financial results are also uncertain due to a number of factors, some of which are outside our control.  These factors include, but are not limited to:

           ·
our ability to raise additional funding;
   
           ·
the results of our proposed exploration programs on the mining claims; and
   
           ·
our ability to find joint venture partners for the development of our mining claim interests

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists substantial doubt about our ability to continue as a going concern.

Three Phase Exploration Program Cost Review

A recommended three phase exploration program is proposed.  The costs described which include detailed prospecting, Mobile Metal Ion (“MMI”) soil geochemistry, magnetometer and Vertical Loop (“VLF”) electromagnetic surveys, and induced polarization and electromagnetic resistivity surveys make up the three phase program.  The following summarizes each phase of exploration.

Phase 1

Detailed prospecting, mapping and MMI soil geochemistry. This program is expected to begin in  or around February, 2008, and take 30-45 days to complete.

Estimated Cost:
$ 10,000

Phase 2

Magnetometer and VLF electromagnetic, grid controlled surveys over the areas of interest determined by the Phase 1 survey. This program is expected to begin in March or April 2008, funding permitting, and take two weeks to complete. Included in this estimated cost is transportation, accommodation, board, grid installation, maps and report.

40



Estimated Costs:
$ 15,000

Phase 3

Induced polarization (IP) and electromagnetic (EM)- resistivity surveys over grid controlled anomalous areas of interest outlined by the Phase 1&2 fieldwork.  Pending the successful completion of phases 1 and 2, phase 3 is anticipated to being in _May or June 2008, funding permitting, and is estimated to take approximately three weeks to complete. Includes assays, maps and reports.

Estimated Costs:
$ 35,000

Total Costs:
$ 60,000




41


RESULTS OF OPERATIONS


We have had no operating revenues since our inception on January 9, 2007, through June 30, 2007.  Our activities have been financed from the proceeds of share subscriptions received.  From our inception, on January 9, 2007, to June 30, 2007 we have raised a total of $28,600 from private offerings of our common stock.

For the period from inception on January 9, 2007, to June 30, 2007, we incurred total expenses of $11,296.  These expenses included $3,500 in mineral property acquisition costs for the Get 1 - 4 mineral claims and $7,796 of general and administrative costs, which included $3,500 paid for the preparation of a report on our Get 1-4 claims during the period ended June 30, 2007.   For the period from January 9, 2007 (inception) until June 30, 2007, we had a net loss of $11,296.

Liquidity and Capital resources

At June 30, 2007 we had a cash balance of $22,404.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of the Get 1 - 4 mineral claims and our business will fail.

We had $5,100 of total liabilities as of June 30, 2007, representing $4,100 of accounts payable, related party, which amount is due to Mr. Chapman in connection with personal funds advanced to the Company and accounts payable and accrued liabilities of $1,000 of note payable.  The loan from Mr. Chapman is unsecured, non-interest bearing and payable on demand.

We had total working capital of $17,304 and a deficit accumulated during the exploration stage of $11,296 as of June 30, 2007.

We had $10,296 of net cash flows used in investing activities for the period from January 9, 2007 (inception) through June 30, 2007, which included $11,296 of net loss offset by $1,000 of net change in accounts payable.

We had $32,700 of net cash flows provided by financing activities for the period from January 9, 2007 (inception) through June 30, 2007, which included $28,600 of common stock issued for cash, which related to the sale of 24,600,000 shares of our common stock at a purchase price of $0.001 per share in offshore transactions during May and June 2007 and the sale of 40,000,000 shares of our common stock at a sales price of $0.0001 per share in January 2007, and $4,100 of shareholder advances, which funds were advanced to us from Mr. Chapman as described above.

We have no current commitment from our officers and Director or any of our shareholders to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.
 
In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

42




DESCRIPTION OF PROPERTY

Our executive offices are located at 1864 Portage Avenue, Suite 103, Winnipeg, Manitoba, R3J 0H2.  Our President currently provides this space, which encompasses approximately 350 square feet, free of charge. Mr. Chapman’s father owns the space provided.

We also have four mineral claims located in Esmeralda County, Nevada, as described in the section “ Description of Business ”.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On January 12, 2007, our sole Director and officer, Greg Chapman, acquired 2,000,000 shares of our common stock at a price of $0.002 per share for total proceeds of $4,000.  In connection with the 20:1 forward stock split affected on July 15, 2007, the 2,000,000 shares now total 40,000,000 shares of our common stock.

Our President, Greg Chapman currently provides us office space free of charge, which encompasses approximately 350 square feet. Mr. Chapman’s father owns the space provided.

Except as noted above, none of the following parties has, since our inception on January 9, 2007, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

     ·
Any of our directors or officers;
   
     ·
Any person proposed as a nominee for election as a director;
   
     ·
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
   
     ·
Any of our promoters; or
   
     ·
Any relative or spouse of any of the foregoing persons who has the same house as such person.
   
The promoter of our company is Greg Chapman.  Except for the transactions with Mr. Chapman noted above, there is nothing of value to be received by each promoter, either directly or indirectly, from us.  Additionally, except for the transactions noted above, there have been no assets acquired and there are no assets to be acquired from each promoter, either directly or indirectly, from us.

43

EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to our officer for all services rendered in all capacities to us for the fiscal periods indicated.


Name
and
Principal
Position
Fiscal
Year
Annual Compensation
Long Term Compensation
Total
Compensation
($)
Salary
($)
Bonus
($)
Other
Annual
Compensation
($)
Awards
Payouts
   
Restricted
Stock
Awards
($)
Securities
Underlying
Options/SARS
(#)
LTIP
Payouts
($)
Greg Chapman,
President
2007
 
1,820
Nil
Nil
Nil
Nil
Nil
$      1,820

Our sole officer and director, Greg Chapman, was compensated $1,820 during the fiscal years ended June 30, 2007.  He acquired 2,000,000 pre 20:1 forward split shares of stock at $0.002 per share, for total consideration of $4,000, on January 12, 2007 which were subsequently forward split in a ratio of 20 for 1 and now total 40,000,000 shares.

We presently do not have any compensation agreement with our sole officer and Director.  We do not pay to our sole director any compensation for such director serving on our board of directors.

Stock Option Grants

We have not granted any stock options to the executive officers since our inception on January 9, 2007.


44


FINANCIAL STATEMENTS

June 30, 2007


Accountant’s Audit Report
F-2
Balance Sheet
F-3
Statements of Operations
F-4
Statements of Cash Flows
F-5
Statements of Changes in Stockholders’ Equity
F-6
Notes to Financial Statements
F-7
   


F-1


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Hague Corp.

We have audited the accompanying balance sheet of Hague Corp. as of June 30, 2007, and the related statements of operations, stockholders' equity and cash flows for the period from January 9, 2007 (Inception) through June 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing  an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, based on our audits, the financial statements referred to above present fairly, in all material respects, the financial position of Hague Corp. as of June 30, 2007, and the results of their operations and their cash flows for the period from January 9, 2007 (Inception) through June 30, 2007, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company's recurring losses from operations, and the need to raise additional financing in order to execute its 2008 Plan, raise substantial doubt about its ability to continue as a going concern. (Management's plans as to these matters are also described in Note 1.) The 2007 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

LBB & ASSOCIATES Ltd., LLP
Houston, Texas
July 31, 2007

F-2


HAGUE CORP.
(An Exploration Stage Company)
BALANCE SHEET
JUNE 30, 2007

ASSETS
     
Current assets:
     
Cash
Total current assets
  $
22,404
 22,404
 
Total assets
  $
22,404
 
LIABILITIES AND STOCKHOLDERS' EQUITY
       
Current liabilities:
       
Accounts payable and accrued liabilities
Notes payable – Related Party
  $
1,000
 4,100
 
Total current liabilities
Total liabilities
  $
5,100
5,100
 
STOCKHOLDERS' EQUITY:
       
Common stock, $.001 par value, 100,000,000 shares authorized, 64,600,000 shares issued and outstanding
   
64,600
 
Additional paid-in-capital
    (36,000 )
Deficit accumulated during the exploration stage
    (11,296 )
Total stockholders' equity
   
17,304
 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $
22,404
 
         
 
The accompanying notes are an integral part of these financial statements
 
 
F-3

 
 
 
  HAGUE CORP.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
 Period from January 9, 2007 (Inception) through June 30, 2007
 
 
 
Inception through
 June 30, 2007
 
Cost and expenses:
 
 
 
Mineral exploration
  $
3,500
 
General and administrative
   
7,796
 
Net loss from operations
    (11,296 )
         
Net loss
  $ (11,296 )
Net loss per share:
       
Basic and diluted
  $ (0.00 )
Weighted average shares outstanding:
       
Basic and diluted
   
41,482,558
 
         
 
The accompanying notes are an integral part of these financial statements
 
 
F-4

 
 
 
  HAGUE CORP.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
 Period from January 9, 2007 (Inception) through June 30, 2007
 
 

 
 
 
Inception through
June 30, 2007
 
CASH FLOWS FROM OPERATING ACTIVITIES:
     
Net loss
  $ (11,296 )
Adjustments to reconcile net loss to cash used in operating activities:
 
Net change in:
       
Accounts payable
   
1,000
 
CASH FLOWS USED IN OPERATING ACTIVITIES
    (10,296 )
CASH FLOWS FROM FINANCING ACTIVITIES:
       
Cash received from the sale of common stock
   
28,600
 
Shareholder advances
   
4,100
 
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
   
32,700
 
NET INCREASE IN CASH
   
22,404
 
Cash, beginning of period
   
-
 
Cash, end of period
  $
22,404
 
SUPPLEMENTAL CASH FLOW INFORMATION
       
Cash paid on interest expenses
  $
-
 
Cash paid for income taxes
  $
-
 
         
 
The accompanying notes are an integral part of these financial statements
 

F-5

 
HAGUE CORP.
 (An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Period from January 9, 2007 (Inception) through June 30, 2007
 
 

 
 
 
Common stock
 
 Shares                  Amount
     
Additional paid-in capital
     
Deficit accumulated during the exploration stage
   
Total
 
 
             
 
       
 
 
Issuance of common stock for cash
   
64,600,000
    $
64,600
    $ (36,000 )   $
-
    $
28,600
 
 
Net loss
   
-
     
-
     
-
      (11,296 )     (11,296 )
 
Balance,
June 30, 2007
   
64,600,000
    $
64,600
    $ (36,000 )   $ (11,296 )   $
17,304
 
                                         
 
See accompanying summary of accounting policies and notes to financial statements.

F-6


 
HAGUE CORP.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
Period from January 9, 2007 (Inception) through June 30, 2007
 
 
Note 1                  Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on January 9, 2007.   The Company is in the pre-exploration stage and has staked a mineral property located in Nevada and has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain the necessary financing to complete the development of the property and upon future profitable production or proceeds for the sale thereof.
 

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At June 30, 2007, the Company had not yet achieved profitable operations, has accumulated losses of $11,296 since its inception, has working capital of $17,304, which may not be sufficient to sustain operations over the next twelve months, and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.  

The Company proposes to file a prospectus with the Securities and Exchange Commission on form SB-2 for the registration of up to 24,600,000 common shares at $0.10 per share, subject to regulatory approval.  These shares will be sold by existing shareholders and the Company will not receive any proceeds from this sale.  The Company also intends to seek a listing on the United States Over-the-Counter Bulletin Board.


F-7



Note 2
Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.  Actual results may vary from these estimates.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:
 
Exploration Stage Company
 
The Company complies with Financial Accounting Standards Board Statement No. 7 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as pre-exploration stage.
 
Mineral Property
 
Costs of lease, acquisition, exploration, carrying and retaining unproven mineral properties are expensed as incurred.
 
Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts.

Income Taxes

The Company uses the assets and liability method of accounting for income taxes pursuant to Statement of Financial Accounting Standards (“SFAS”), No. 109 “Accounting for Income Taxes”.  Under the assets and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements 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.

F-8



Note 2
Summary of Significant Accounting Policies – (cont’d)

Basic and Diluted Loss Per Share

The Company reports basic loss per share in accordance with the SFAS No. 128, “Earnings Per Share”.  Basic loss per share is computed using the weighted average number of shares outstanding during the period.  Diluted loss per share has not been provided as it would be antidilutive.

Foreign Currency Translation
 
The Company’s functional currency is United States (“U.S.”) dollars as substantially all of the Company’s operations use this denomination.  The Company uses the U.S. dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with SFAS No. 52.
 
Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  Any exchange gains and losses would be included in Other Income (Expenses) on the Statement of Operations.
 
Financial Instruments
 
         The carrying value of cash, accounts payable and accrued liabilities and related party loan approximate their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
 
Recent Accounting Pronouncements
 
Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.
 

F-9



Note 3                  Related Party Transactions

 
The Company was charged the following by a director of the Company:
 
   
Inception to
 
   
June 30,
 
   
2007
 
       
Management fees
  $
1,820
 

The related party loan is due to a director of the Company for funds advanced.  The loan is unsecured, non-interest bearing and has no specific terms for repayment.
 

 
Note 4
Income Taxes

The significant components of the Company’s deferred tax assets are as follows:
 

   
June 30,
2007
- $ -
 
Deferred tax asset attributable to:
     
Net operating loss
   
3,841
 
Valuation allowance
   
(3,841)
 
Net refundable amount
   
-
 
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
 
 
June 30,
2007
- $ -
 
Deferred tax asset attributable to:
     
Net operating loss carryover
   
3,841
 
Valuation allowance
   
(3,841)
 
Net deferred tax asset
   
-
 

The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards that is more likely-than-not to be realized from future operations.  The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.

No provision for income taxes has been provided in these financial statements due to the net loss.  At June 30, 2007 the Company has net operating loss carryforwards, which expire commencing in 2027, totalling approximately $11,000 the benefit of which has not been recorded in the financial statements.

F-10



Note 6                   Common Stock
 
During the period January 9, 2007 (inception) to June 30, 2007, the Company issued 40,000,000 common shares (post split) of the Company to a director of the Company for $4,000.

During the period January 9, 2007 (inception) to June 30, 2007, the Company issued 24,600,000 common shares (post split) of the Company to investors for $24,600.

During July 2007 the Company approved a 20 for 1 forward stock split.  The stock split is presented retroactively throughout the financial statements and footnotes.
 




F-11


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


45


Dealer Prospectus Delivery Obligation

Until 180 days from the effective date of this Prospectus, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


46


PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

Indemnification of Directors and Officers

As permitted by Nevada law, our Articles of Incorporation provide that we will indemnify our directors and officers against expenses and liabilities they incur to defend, settle or satisfy any civil or criminal action brought against them on account of their being or having been directors or officers of us, unless, in any such action, they are adjudged to have acted with gross negligence or wilful misconduct.

Exclusion of Liabilities

Our Articles of Incorporation exclude personal liability for our directors for monetary damages based upon any violation of their fiduciary duties as directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, acts in violation of Section 7-106-401 of the Nevada Business Corporation Act , or any transaction from which a director receives an improper personal benefit.  This exclusion of liability does not limit any right, which a director may have to be indemnified, and does not affect any director's liability under federal or applicable state securities laws.

Disclosure of Commission position on Indemnification for Securities Act Liabilities

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the company pursuant to provisions of the State of Nevada, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in that Act and is, therefore, unenforceable.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

SEC registration fee
   
$75.53
 
Accounting and audit fees and expenses
    6,500.00 *
Legal fees and expenses
    7,500.00 *
Electronic filing fees
    2,000.00 *
Printing costs
    100.00 *
Courier costs
    100.00 *
         
Total
  $ 16,275.53 *

All amounts are estimates other than the SEC Registration Fee.  We are paying all expenses listed above.  None of the above expenses of issuance and distribution will be borne by the selling shareholders.  The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

47



RECENT SALES OF UNREGISTERED SECURITIES

In January 2007, we sold 2,000,000 pre 20:1 forward split shares (40,000,000 shares following our 1:20 forward stock split effective July 15, 2007) to our Chief Executive Officer and Director, Greg Chapman. We claim an exemption from registration afforded by Regulation S for the above issuances, since the issuance was made to a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

From May to June 30, 2007 we sold 24,600,000 shares of unregistered securities to approximately 38 offshore investors pursuant to offshore subscriptions at a purchase price of $0.001 per share. We claim an exemption from registration afforded by Regulation S for the above issuances, since the issuances were made to a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.


48


EXHIBITS

Exhibit Number
Description
   
3.1*
Articles of Incorporation filed January 9, 2007
3.2*
Bylaws, effective January 10, 2007
5.1*
Opinion and consent of The Loev Law Firm, PC re: the legality of the shares being registered
10.1*
Mineral Property Acquisition Agreement
23.1*
Consent of The Loev Law Firm, PC (included in Exhibit 5.1)
23.2*
Consent of LBB & Associates Ltd., LLP, Certified Public Accountants
23.3*
Consent of James W. McLeod, Professional Geoscientist

* Filed herewith.

49



UNDERTAKINGS

The undersigned registrant hereby undertakes:

1.  To file, during any period in which offers or sales are being made, a post effective amendment to this Registration Statement:

(a)  To include any prospectus required by Section 10(a)(3) of the Securities Act;

(b)  To 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 the volume and rise represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

(c)  To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material changes to such information in the Registration Statement.

2.  For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3.  To file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4.  For determining liability of the undersigned small business issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i.  Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

ii.  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;

iii.  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

iv.  Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

50

5.  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer of controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

6.  For determining any liability under the Securities Act, treat the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this registration statement as of the time the Commission declared it effective.

7.  For determining any liability under the Securities Act, treat each post-effective amendment that contains a form of prospectus as a new registration statement for the securities offered in the registration statement, and that offering of the securities at that time as the initial bona fide offering of those securities.

8.  That, for the purpose of determining liability under the Securities Act to any purchaser:

a). If the small business issuer is relying on Rule 430B:

1.  Each prospectus filed by the undersigned small business issuer pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

51


2.  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

b). If the small business issuer is subject to Rule 430C:

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

52


SIGNATURES

In accordance with the requirements of the Securities Act of 1933 , the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Winnipeg, Manitoba, on October 4, 2007.

                                                                        HAGUE CORP.

                                                                        By:  /s/ Greg Chapman
                                                            Greg Chapman
                                                        President, CEO, CFO, Director, Secretary, and Principal Accounting Officer



In accordance with the requirements of the Securities Act of 1933 , this registration statement was signed by the following persons in the capacities and on the dates stated.

SIGNATURE
TITLE
DATE
     
/s/ Greg Chapman
Greg Chapman
President, CEO, CFO, Director, Secretary,
and Principal Accounting Officer
October 4, 2007


53


LIST OF EXHIBITS

Exhibit Number
Description
   
3.1*
Articles of Incorporation filed January 9, 2007
3.2*
Bylaws, effective January 10, 2007
5.1*
Opinion and consent of The Loev Law Firm, PC re: the legality of the shares being registered
10.1*
Mineral Property Acquisition Agreement
23.1*
Consent of The Loev Law Firm, PC (included in Exhibit 5.1)
23.2*
Consent of LBB & Associates Ltd., LLP, Certified Public Accountants
23.3*
Consent of James W. McLeod, Professional Geoscientist

* Filed herewith.
Exhibit 3.1

ARTICLES OF INCORPORATION
(PURSUANT TO NRS 78)

1.   Name of Corporation:

Hague Corp.

2.   Resident Agent Name and Street Address:

Val-U-corp Services, Inc.
1802 North Carson Street Suite 212, Carson City, Nevada 89701

3.   Shares:

Number of shares with par value: 100,000,000 Common / Par Value: $0.001
Number of shares without par value: -0-

4.   Names & Addresses of Board of Directors/Trustees:

Daniel A. Kramer
1802 North Carson Street Suite 212, Carson City, Nevada 89701

5.   Purpose:

The purpose of this Corporation shall be: All legal purposes

6.   Name, Addresses and Signatures of Incorporator:

Daniel A. Kramer      /S/Daniel A. Kramer
1802 North Carson Street Suite 212, Carson City, Nevada 89701

7.   Certificate of Acceptance of Appointment of Resident Agent:

I hereby accept appointment as Resident Agent for the above named corporation.
 
/S/ Daniel A. Kramer
January  08, 2007
Authorized Signature of R.A. or On Behalf of R.A. Company
Date

 

Articles of Incorporation
of
Hague Corp.

 
First The name of the corporation is Hague Corp.
 
Second. The registered office of the corporation in the State of Nevada is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or the By-Laws of the corporation. The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada.

  Third. The objects for which this corporation is formed are to engage in any lawful activity, including, but not limited to the following:
 
a)  
Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law.
b)  
May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized.
c)  
Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law.
d) 
Shall have power to sue and be sued in any court of law or equity.
e)
Shall have power to make contracts.
f)  
Shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country.
g)  
Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation.
h) 
Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders.
i) 
Shall have power to wind up and dissolve itself, or be wound up or dissolved.
j)
Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.
k)
Shall have the power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object.
l) 
Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all rights, powers and privileges of ownership, including the right to vote, if any.
m)
Shall have power to purchase, hold, sell and transfer shares of its own capital stock, and use therefore its capital, capital surplus, surplus, or other property to fund.
 

 

n) 
Shall have power to conduct business, have one or more offices, and conduct any legal activity in the State of Nevada, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and any foreign countries.
o)
Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or articles of incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects set forth in the certificate or articles of incorporation of the corporation, or any amendments thereof.
p)
Shall have power to make donations for the public welfare or for charitable, scientific or educational purposes.
q)
Shall have power to enter into partnerships, general or limited, or joint ventures, in connection with any lawful activities, as may be allowed by law.

 
Fourth. That the total number of stock authorized that may be issued by the Corporation is one hundred million (100,000,000) shares of Common stock with a par value of one tenth of one cent ($0.001) per share and  no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such considerations as may be fixed by the Board of Directors.

 
Fifth. The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, providing that the number of directors shall not be reduced to fewer than one (1).
 
The first Board of Directors shall be one (1) in number and the name and post office address of the Director shall be listed as follows:

Daniel A. Kramer

Sixth. The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.
 
Seventh. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:

 Daniel A. Kramer
1802 N. Carson St., Ste. 212, Carson City, NV 89701

 
Eighth. The Resident Agent for this corporation shall be VAL-U-CORP SERVICES, INC. The address of the Resident Agent, and, the registered or statutory address of this corporation in the State of Nevada, shall be: 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701.

Ninth. The corporation is to have perpetual existence.
 
Tenth. In furtherance and not in limitation of the powers conferred by the statute, the Board of Directors is expressly authorized:
 
a)  
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the corporation,
b)  
To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this corporation.
 

 

c)  
By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the corporation, which, to the extent provided in the resolution, or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. Such committee, or committees, shall have such name, or names as may be stated in the By-Laws of the corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.
d)  
When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the corporation.
 
 
Eleventh. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion It shall deem advisable.
 
Twelfth. No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that: the foregoing provision shall not eliminate or limit the liability of a Director or Officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada. Revised Statutes. Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a Director or Officer of the corporation for acts or omissions prior to such repeal or modification,

Thirteenth. This corporation reserves the right to amend, alter, change or repeal any provision contained, in. the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation,

 
I, the undersigned, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set ray hand this January 8, 2007.

/s/ Daniel A. Kramer

Daniel A. Kramer Incorporator
 
 

Exhibit 3.2


BYLAWS

OF

Hague Corp.
(Nevada)
 
 


 
                             

TABLE OF CONTENTS
                             

 
ARTICLE I
OFFICES

1.1
Business Office
1
1.2
Registered Office and Registered Agent
1

ARTICLE II
SHARES AND TRANSFER THEREOF

2.1
Regulation
1
2.2
Stock Certificates: Facsimile Signatures and Validation
1
2.3
Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip
1
2.4
Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of Surrender; Penalties for Failure to Comply
2
2.5
Consideration for Shares: Types; Adequacy; Effect of Receipt; Actions of Corporation Pending Receipt in Future
2
2.6
Stockholder's Liability: No Individual Liability Except for Payment for which Shares were Authorized to be Issued or which was Specified in Subscription Agreement
3
2.7
Lost, Stolen, or Destroyed Certificates
3
2.8
Transfer of Shares
3
2.9
Restrictions on Transfer of Shares
3
2.10
Transfer Agent
3
2.11
Close of Transfer Book and Record Date
4
 
ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF

3.1
Stockholders of Record
4
3.2
Meetings
4
3.3
Annual Meeting
4
3.4
Special Meetings
4
3.5
Actions at Meetings not Regularly Called: Ratification and Approval
5
3.6
Notice of Stockholders' Meeting:  Signature; Contents; Service
5
3.7
Waiver of Notice
6
3.8
Voting Record
6
3.9
Quorum
6
3.10
Organization
6
3.11
Manner of Acting
6
3.12
Stockholders' Proxies
6
3.13
Voting of Shares
7
3.14
Voting by Ballot
7
3.15
Cumulative Voting
8
3.16
Consent of Stockholders in Lieu of Meeting
8
3.17
Maintenance of Records at Registered Office; Inspection and Copying of Records
8
 
 

 
 
ARTICLE IV
DIRECTORS, POWERS AND MEETINGS

4.1
Board of Directors
9
4.2
General Powers
9
4.3
Regular Meetings
9
4.4
Special Meetings
10
4.5
Actions at Meetings Not Regularly Called: Ratification and Approval
10
4.6
Notice of Directors’ Meetings
10
4.7
Waiver of Notice
10
4.8
Quorum
10
4.9
Organization
11
4.10
Manner of Acting
11
4.11
Participation by Telephone or Similar Method
11
4.12
Consent of Directors in Lieu of Meeting
11
4.13
Vacancies
11
4.14
Compensation
11
4.15
Removal of Directors
12
4.16
Resignations
12
 
 
 
ARTICLE V
OFFICERS

5.1
Number
12
5.2
Election and Term of Office
12
5.3
Removal
12
5.4
Vacancies
12
5.5
Powers
12
5.6
Compensation
13
5.7
Bonds
13

ARTICLE VI
PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY

6.1
Exercise of Powers and Performance of Duties by Directors and Officers
14
6.2
Restrictions on Transactions Involving Interested Directors or Officers; Compensation of Directors
14
6.3
Indemnification of Officers, Directors, Employees and Agents; Advancement of Expenses
15
 
 

ARTICLE VII
DIVIDENDS; FINANCE

7.1
Dividends
17
7.2
Reserve Funds
17
7.3
Banking
17


ARTICLE VIII
CONTRACTS, LOANS, AND CHECKS

8.1
Execution of Contracts
17
8.2
Loans
17
8.3
Checks
18
8.4
Deposits
18

ARTICLE IX
FISCAL YEAR

 
 
 
18

ARTICLE X
CORPORATE SEAL

 
 
 
18

ARTICLE XI
AMENDMENTS
 
 
 
18
 
ARTICLE XII
COMMITTEES

12.1
Appointment
18
12.2
Name
18
12.3
Membership
19
12.4
Procedure
19
12.5
Meetings
19
12.6
Vacancies
19
12.7
Resignations and Removal
19

CERTIFICATE

 
 
 
20

 

ARTICLE I
OFFICES
     
1.1           Business Office .  The principal office and place of business of the corporation is located in the Province of Manitoba, Suite 103, 1864 Portage Ave., Winnipeg, MB, R3J OH2. Canada at  Other offices and places of business may be established from time to time by resolution of the Board of Directors or as the business of the corporation may require.
 
1.2           Registered Office and Registered Agent .  The registered agent of the corporation for the service of process in the state of Nevada is Val-U-Corp Services, Inc. and the registered office of the registered agent for the service of process is 1802 North Carson, Carson City, Nevada, 89701
 
1.3           The registered agent of the corporation may be changed from time to time by the Board of Directors in accordance with the procedures set forth in the Nevada Business Corporation Act.

ARTICLE II
SHARES AND TRANSFER THEREOF

2.1            Regulation .  The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer, and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars.

2.2            Stock Certificates: Facsimile Signatures and Validation .

(A)           Every stockholder shall be entitled to have a certificate, signed by officers or agents designated by the corporation for the purpose, certifying the number of shares owned by him in the corporation.

(B)           Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures.
 
(C)           In the event any officer or officers who shall have signed, or whose facsimile signature shall have been used on, any certificate or certificates for stock shall cease to be such officer or officers of the corporation, whether because of death, resignation or other reason, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature shall have been used thereon, had not ceased to be such officer or officers of the corporation.

2.3            Fractions of Shares: Issuance; Payment of Value or Issuance of Scrip .  The corporation is not obligated to, but may, execute and deliver a certificate for or including a fraction of a share.  In lieu of executing and delivering a certificate for a fraction of a share, the corporation may, upon resolution of the Board of Directors:

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(A)           make payment to any person otherwise entitled to become a holder of a fractional share, which payment shall be in accordance with the provisions of the Nevada Business Corporation Act; or

(B)           issue such additional fraction of a share as is necessary to increase the fractional share to a full share; or

(C)           execute and deliver registered or bearer scrip over the manual or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip for full share certificates, but the scrip does not entitle the holder to any rights as a stockholder except as provided on the scrip.  The scrip may contain any other provisions or conditions, as permitted by the Nevada Business Corporation Act, that the corporation, by resolution of the Board of Directors, deems advisable.

2.4            Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of Surrender; Penalties for Failure to Comply .  All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as hereinafter provided with respect to lost, stolen or destroyed certificates.

When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason, in the discretion of the Board of Directors, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors.  Such order may provide that no holder of any such certificate so ordered to be surrendered shall be entitled to vote or to receive dividends or exercise any of the other rights of stockholders of record until he shall have complied with such order, but such order shall only operate to suspend such rights after notice and until compliance.  The duty of surrender of any outstanding certificates may also be enforced by action at law.

2.5            Consideration for Shares: Types; Adequacy; Effect of Receipt; Actions of Corporation Pending Receipt in Future .

(A)           The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including, but not limited to, cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.

(B)           Before the corporation issues shares, the Board of Directors must determine that the consideration received or to be received for the shares to be issued is adequate.  The judgment of the Board of Directors as to the adequacy of the consideration received for the shares issued is conclusive in the absence of actual fraud in the transaction.

(C)           When the corporation receives the consideration for which the Board of Directors authorized the issuance of shares, the shares issued therefor are fully paid.

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(D)           The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make any other arrangements to restrict the transfer of the shares.  The corporation may credit distributions made for the shares against their purchase price, until the services are performed, the benefits are received or the promissory note is paid.  If the services are not performed, the benefits are not received or the promissory note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.

2.6            Stockholder's Liability: No Individual Liability Except for Payment for which Shares were Authorized to be Issued or which was Specified in Subscription Agreement .  Unless otherwise provided in the articles of incorporation, no stockholder of the corporation is individually liable for the debts or liabilities of the corporation.  A purchaser of shares of stock from the corporation is not liable to the corporation or its creditors with respect to the shares, except to pay the consideration for which the shares were authorized to be issued or which was specified in the written subscription agreement.

2.7            Lost, Stolen, or Destroyed Certificates .  Any stockholder claiming that his certificate for shares is lost, stolen,  or destroyed may make an affidavit or affirmation of the fact and lodge the same with the Secretary of the corporation, accompanied by a signed application for a new certificate.  Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation, a new certificate may be issued of the same tenor and representing the same number of shares as were represented by the certificate alleged to be lost, stolen or destroyed.  The necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation, unless the corporation shall have a transfer agent, in which case the transfer agent shall determine the necessity for such bond and the amount required.

2.8            Transfer of Shares .  Subject to the terms of any stockholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares.  Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof.  As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Nevada.

2.9            Restrictions on Transfer of Shares .

The Corporation will be governed by each of the following restrictions:
 
(A)           No shares maybe transferred except with the prior approval of the directors, who may in their absolute discretion refuse to register the transfer of any shares, such approval to be evidenced by a resolution of the directors.
 
(B)           There shall not be any invitation to the public to subscribe for any shares or debt obligations of the corporation

(C)           The number of shareholders of the Corporation exclusive of:

(i) persons who are in the employment of the Corporation or of an affiliate of the Corporation
(ii) persons who, having formerly been in the employment of the Corporation or an affiliate of the Corporation, were, while in that employment, shareholders of the Corporation and have continued to be shareholders of the Corporation after termination of that employment, is limited to not more than 50 persons, two or more persons who are joint registered owners of one or more shares being counted as one shareholder.
 
2.10            Transfer Agent .  Unless otherwise specified by the Board of Directors by resolution, the Secretary of the corporation shall act as transfer agent of the certificates representing the shares of stock of the corporation.  He shall maintain a stock transfer book, the stubs of which shall set forth among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer.  Subject to Section 3.7, the names and addresses of the stockholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the stockholders of record and as such entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine the list of the stockholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation.  Each stockholder shall be responsible for notifying the Secretary in writing of any change in his name or address and failure so to do will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing on the stub of the stock transfer book.
 
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2.11            Close of Transfer Book and Record Date .  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may prescribe a period not exceeding sixty (60) days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than sixty (60) days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meetings shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

ARTICLE III
STOCKHOLDERS AND MEETINGS THEREOF

3.1            Stockholders of Record .  Only stockholders of record on the books of the corporation shall be entitled to be treated by the corporation as holders in fact of the shares standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the Nevada Business Corporation Act.

3.2            Meetings .  Meetings of stockholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of Nevada, as specified from time to time by the Board of Directors.  If the Board of Directors shall specify another location such change in location shall be recorded on the notice calling such meeting.
 
3.3            Annual Meeting .  The annual meeting of stockholders of the corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such time and place as the Board of Directors shall designate by resolution.  If the election of directors shall not be held within the time period designated herein for any annual meeting of the stockholders, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

3.4            Special Meetings .   Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, by a majority of the Board of Directors, or by the person or persons authorized by resolution of the Board of Directors.
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3.5            Actions at Meetings Not Regularly Called: Ratification and Approval .  Whenever all stockholders entitled to vote at any meeting consent, either by (i) a writing on the records of the meeting or filed with the Secretary; or (ii) presence at such meeting and oral consent entered on the minutes; or (iii) taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.  At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

If a meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all stockholders having the right to vote at such meeting.

Such consent or approval of stockholders may be made by proxy or attorney, but all such proxies and powers of attorney must be in writing.

3.6            Notice of Stockholders' Meeting: Signature; Contents; Service .

(A)           The notice of stockholders' meetings shall be in writing and signed by the President or a Vice President, or the Secretary, or the Assistant Secretary, or by such other person or persons as designated by the Board of Directors.  Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without the State of Nevada, where it is to be held.

A copy of such notice shall be either delivered personally to, or shall be mailed postage prepaid to, or shall be sent by telecopy to, each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting.  If mailed, it shall be directed to a stockholder at his address as it appears on the records of the corporation, and upon such mailing of any such notice the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder.  Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such corporation, association, or partnership.  If sent by telecopy, it shall be evidenced by proof of transmission to the intended recipient.
 
Notice duly delivered or mailed to a stockholder in accordance with the provisions of this section shall be deemed sufficient, and in the event of the transfer of his stock after such delivery or mailing and prior to the holding of the meeting, it shall not be necessary to deliver or mail notice of the meeting upon the transferee.

(B)           Unless otherwise provided in the Articles of Incorporation or these Bylaws, whenever notice is required to be given, under any provision of Nevada law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom:
 
(i)           Notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to him during the period between those two consecutive annual meetings; or

(ii)           All, and at least two, payments sent by first-class mail of dividends or interest on securities during a 12-month period, have been mailed addressed to him at his address as shown on the records of the corporation and have been returned undeliverable, the giving of further notices to him is not required.  Any action or meeting taken or held without notice to such a stockholder has the same effect as if the notice had been given.  If any such stockholder delivers to the corporation a written notice setting forth his current address, the requirement that notice be given to him is reinstated.
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3.7            Waiver of Notice .  Whenever any notice whatever is required to be given to stockholders, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

3.8            Voting Record .  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before such meeting of stockholders, a complete record of the stockholders entitled to vote at each meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each.  The record, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation, whether within or without the State of Nevada, and shall be subject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours.  Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting for the purposes thereof.

The original stock transfer books shall be the prima facie evidence as to who are the stockholders entitled to examine the record or transfer books or to vote at any meeting of stockholders.

3.9            Quorum .  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by the Nevada Business Corporation Act and the Articles of Incorporation.  In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.
 
3.10            Organization .  The Board of Directors shall elect a chairman from among the directors to preside at each meeting of the stockholders.  The Board of Directors shall elect a secretary to record the discussions and resolutions of each meeting.

3.11            Manner of Acting .  If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.

3.12            Stockholders' Proxies .

(A)           At any meeting of the stockholders of the corporation any stockholder may designate another person or persons to act as a proxy or proxies.  If any stockholder designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if only one is present, then that one has and may exercise all of the powers conferred by the stockholder upon all of the persons so designated unless the stockholder provides otherwise.

(B)           Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (A), the following constitute valid means by which a stockholder may grant such authority:

(i)           A stockholder may execute a writing authorizing another person or persons to act for him as proxy.  Execution may be accomplished by the signing of the writing by the stockholder or his authorized officer, director, employee, or agent or by causing the signature of the stockholder to be affixed to the writing by any reasonable means, including, but not limited to, a facsimile signature.

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(ii)           A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a firm that solicits proxies or like agent who is authorized by the person who will be the holder of the proxy to receive the transmission.  Any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.  If it is determined that the telegram, cablegram, or other electronic transmission is valid, the persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied.

(C)           Any copy, communication by telecopier, or other reliable reproduction of the writing or transmission created pursuant to subsection (B), may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, communication by telecopier, or other reproduction is a complete reproduction of the entire original writing or transmission.

(D)           No such proxy is valid after the expiration of six (6) months from the date of its creation, unless it is coupled with an interest, or unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed seven (7) years from the date of its creation.
 
Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots.

3.13            Voting of Shares .  Unless otherwise provided by the Articles of Incorporation or these Bylaws, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter.

3.14            Voting by Ballot .  Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any stockholder shall demand that voting be by ballot.

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3.15            Cumulative Voting .  No stockholder shall be permitted to cumulate his votes in the election of directors or for any other matter voted upon by stockholders.

3.16            Consent of Stockholders in Lieu of Meeting .  Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that:

(A)
If any greater proportion of voting power is required for such action at a meeting, then the greater proportion of written consents is required; and

(B)
This general provision for action by written consent does not supersede any specific provision for action by written consent contained in the Articles of Incorporation, these Bylaws, or the Nevada Business Corporation Act.

In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.  The written consent must be filed with the minutes of the proceedings of the stockholders.


3.17            Maintenance of Records at Registered Office; Inspection and Copying of Records .

(A)        The corporation shall keep a copy of the following records at its registered office:

(i)           a copy certified by the Nevada Secretary of State of its Articles of Incorporation, and all amendments thereto;

(ii)          a copy certified by an officer of the corporation of its Bylaws and all amendments thereto; and

(ii)          a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively.  In lieu of the stock ledger or duplicate stock ledger, the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger specified in this section is kept.


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(B)           The corporation shall maintain the records required by subsection (A) in written form or in another form capable of conversion into written form within a reasonable time.

(C)           Any person who has been a stockholder of record of the corporation for at least six (6) months immediately preceding his demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least five (5) days' written demand is entitled to inspect in person or by agent or attorney, during usual business hours, the stock ledger or duplicate stock ledger, whether kept in the registered office of the corporation in Nevada or elsewhere, and to make extracts therefrom.  Holders of voting trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection.
 
(D)           An inspection authorized by subsection (C) may be denied to a stockholder or other person upon his refusal to furnish to the corporation an affidavit that the inspection is not desired for a purpose which is in the interest of a business or object other than the business of the corporation and that he has not at any time sold or offered for sale any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record of stockholders for any such purpose.

(E)           In every instance where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney executed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.

(F)           The right to copy records under subsection (C) includes, if reasonable, the right to make copies by photographic, photocopy, or other means.

(G)           The corporation may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any documents provided to the stockholder.

ARTICLE IV
DIRECTORS

4.1            Board of Directors .  The business and affairs of the corporation shall be managed by a board of not less than one (1) nor more than eight (8) directors who shall be natural persons of at least eighteen (18) years of age but who need not be stockholders of the corporation or residents of the State of Nevada and who shall be elected at the annual meeting of stockholders or some adjournment thereof.  Each director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall have been elected and shall qualify or until his death or until he shall resign or shall have been removed.  The Board of Directors may increase or decrease the number of directors by resolution.

4.2            General Powers .  The business and affairs of the corporation shall be managed by the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.  The directors shall pass upon any and all bills or claims of officers for salaries or other compensation and, if deemed advisable, shall contract with officers, employees, directors, attorneys, accountants, and other persons to render services to the corporation.
 
Any contract or conveyance, otherwise lawful, made in the name of the corporation, which is authorized or ratified by the Board of Directors, or is done within the scope of the authority, actual or apparent, given by the Board of Directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is executed or is wholly or in part executory.

4.3            Regular Meetings .  A regular, annual meeting of the Board of Directors shall be held at the same place as, and immediately after, the annual meeting of stockholders, and no notice shall be required in connection therewith.  The annual meeting of the Board of Directors shall be for the purpose of electing officers and the transaction of such other business as may come before the meeting.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.


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4.4            Special Meetings .  Special meetings of the Board of Directors or any committee thereof may be called by or at the request of the President or any two directors or, in the case of a committee, by any member of that committee.  The person or persons authorized to call special meetings of the Board of Directors or committee may fix any place, either within or without the State of Nevada, the date, and the hour of the meeting and the business proposed to be transacted at the meeting as the place for holding any special meeting of the Board of Directors or committee called by them.

4.5            Actions at Meetings Not Regularly Called: Ratification and Approval .  Whenever all directors entitled to vote at any meeting consent, either by (i) a writing on the records of the meeting or filed with the Secretary; or (ii) presence at such meeting and oral consent entered on the minutes; or (iii) taking part in the
deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.  At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

If a meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all directors having the right to vote at such meeting.

4.6            Notice of Directors’ Meetings .  Written notice of any special meeting of the Board of Directors or any committee thereof shall be given as follows:

(A)
By mail to each director at his business address at least three (3) days prior to the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid;

(B)
By personal delivery or telegram at least twenty-four (24) hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday, or holiday, to the residence address of each director.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company; or

(C)
By telecopy providing proof of transmission to the intended recipient.
 
 
Such notice shall state the place, date, and hour of the meeting and the business proposed to be transacted at the meeting.

4.7            Waiver of Notice .  Whenever any notice whatever is required to be given to directors, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

4.8            Quorum .  Unless the Articles of Incorporation or these Bylaws provide for a different proportion, a majority of the number of directors then holding office or, in the case of a committee, then constituting such committee, at a meeting duly assembled is necessary to constitute a quorum for the transaction of business, but a smaller number may adjourn from time to time without further notice, until a quorum is secured.
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4.9            Organization .  The Board of Directors shall elect a chairman from among the directors to preside at each meeting of the Board of Directors and committee thereof.  The Board of Directors or committee shall elect a secretary to record the discussions and resolutions of each meeting.

4.10            Manner of Acting .  The act of directors holding a majority of the voting power of the Board of Directors or, in the case of a committee of the Board of Directors, present at a meeting at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by the Nevada Business Corporation Act or by the Articles of Incorporation or these Bylaws.

4.11            Participation by Telephone or Similar Method .  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of such board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear and converse with each other.  Participation in a meeting pursuant to this section constitutes presence in
person at such meeting.  Each person participating in the meeting shall sign the minutes thereof.  The minutes may be signed in counterparts.

4.12            Consent of Directors in Lieu of Meeting .  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the board or such committee.  Such written consent shall be filed with the minutes of proceedings of the board or committee.

4.13            Vacancies .

(A)           Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and shall hold such office until his successor is duly elected and shall qualify.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by an election at an annual meeting, or at a special meeting of stockholders called for that purpose.  A director chosen to fill a position resulting from an increase in the number of directors shall hold office only until the next election of directors by the stockholders, and until his successor shall be elected and shall qualify.
 
(B)           Unless otherwise provided in the Articles of Incorporation, when one or more directors give notice of his or their resignation to the board, effective at a future date, the board may fill the vacancy or vacancies to take effect when the resignation or resignations become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors.

4.14            Compensation .  By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.
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4.15            Removal of Directors .  Any director may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power, except that the Articles of Incorporation may require the concurrence of a larger percentage of the stock entitled to voting power in order to remove a director.

4.16            Resignations .  A director of the corporation may resign at any time by giving written notice to the Board of Directors, President or Secretary of the corporation.  The resignation shall take effect upon the date of receipt of such notice, or at such later time specified therein.  The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires such acceptance to be effective.

ARTICLE V
OFFICERS

5.1            Number .  The officers of the corporation shall be a President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors.  Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.  Any two or more offices may be held by the same person.
 
5.2            Election and Term of Office .  The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the stockholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.

5.3            Removal .  Any officer or agent may be removed by the Board of Directors, for cause or without cause, 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.  Election or appointment of an officer or agent shall not of itself create contract rights.

5.4            Vacancies .  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.  In the event of absence or inability of any officer to act, the Board of Directors may delegate the powers or duties of such officer to any other officer, director, or person whom it may select.
 
5.5            Powers .  The officers of the corporation shall exercise and perform the respective powers, duties and functions as are stated below, and as may be assigned to them by the Board of Directors.

(A)
President.   The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control over all of the business and affairs of the corporation.  The President shall, when present, and in the absence of a Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors.  The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors 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 President and such other duties as may be prescribed by the Board of Directors from time to time.
 
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(B)
Vice President.   If elected or appointed by the Board of Directors, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his death, inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice President may sign, with the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

(C)
Secretary.   The Secretary shall: keep the minutes of the proceedings of the stockholders and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; sign with the Chairman or Vice Chairman of the Board of Directors, or the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

(D)
Assistant Secretary.   The Assistant Secretary, when authorized by the Board of Directors, may sign with the Chairman or Vice Chairman of the Board of Directors or the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors.  An Assistant Secretary, at the request of the Secretary, or in the absence or disability of the Secretary, also may perform all of the duties of the Secretary.  An Assistant Secretary shall perform such other duties as may be assigned to him by the President or by the Secretary.
 
(E)
Treasurer.   The Treasurer shall: have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and keep accurate books of accounts of the corporation's transactions, which shall be the property of the corporation, and shall render financial reports and statements of condition of the corporation when so requested by the Board of Directors or President.  The Treasurer shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the President or the Board of Directors.  In the absence or disability of the President and Vice President or Vice Presidents, the Treasurer shall perform the duties of the President.

(F)
Assistant Treasurer.   An Assistant Treasurer may, at the request of the Treasurer, or in the absence or disability of the Treasurer, perform all of the duties of the Treasurer.  He shall perform such other duties as may be assigned to him by the President or by the Treasurer.

5.6            Compensation .  All officers of the corporation may receive salaries or other compensation if so ordered and fixed by the Board of Directors.  The Board shall have authority to fix salaries and other compensation in advance for stated periods or render the same retroactive as the Board may deem advisable.  No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.

5.7            Bonds .  If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.
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ARTICLE VI
PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY

6.1            Exercise of Powers and Performance of Duties by Directors and Officers .  Directors and officers of the corporation shall exercise their powers, including, in the case of directors, powers as members of any committee of the board upon which they may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.  In performing their respective duties, directors and officers shall be entitled to rely on information, opinions, reports books of account or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in subsections (A), (B) and (C) of this section; but a director or officer shall not be entitled to rely on such information if he has knowledge concerning the matter in question that would cause such reliance to be
unwarranted.  Those persons and groups on whose information, opinions, reports, and statements a director or officer is entitled to rely upon are:

(A)           One or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters prepared or presented;

(B)           Counsel, public accountants, or other persons as to matters which the director or officer reasonably believes to be within such persons' professional or expert competence; or
 
(C)
A committee of the board upon which he does not serve, duly established in accordance with the provisions of the Articles of Incorporation or these Bylaws, as to matters within its designated authority and matters on which committee the director or officer reasonably believes to merit confidence.

6.2            Restrictions on Transactions Involving Interested Directors or Officers; Compensation of Directors .

(A)           No contract or other transaction between the corporation and one or more of its directors or officers, or between the corporation and any corporation, firm, or association in which one or more of its directors or officers are directors or officers or are financially interested, is void or voidable solely for this reason or solely because any such director or officer is present at the meeting of the Board of Directors or a committee thereof that authorizes or approves the contract or transaction, or because the vote or votes of common or interested directors are counted for that purpose, if the circumstances specified in any of the following paragraphs exist:

(i)           The fact of the common directorship, office or financial interest is disclosed or known to the Board of Directors or committee and noted in the minutes, and the board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors.

(ii)           The fact of the common directorship, office or financial interest is disclosed or known to the stockholders, and they approve or ratify the contract or transaction in good faith by a majority vote of stockholders holding a majority of the voting power.  The votes of the common or interested directors or officers must be counted in any such vote of stockholders.

(iii)           The fact of the common directorship, office or financial interest is not disclosed or known to the director or officer at the time the transaction is brought before the Board of Directors of the corporation for action.

(iv)           The contract or transaction is fair as to the corporation at the time it is authorized or approved.
 
(B)           Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies a contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve, or ratify a contract or transaction.

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6.3            Indemnification of Officers, Directors, Employees and Agents; Advancement of Expenses .

(A)           The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
 
(B)           The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.  Indemnification may not be made for any claim, issue, or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

(C)           To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections (A) and (B), or in defense of any claim, issue, or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

(D)          Any indemnification under subsections (A) and (B), unless ordered by a court or advanced pursuant to subsection (E), must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances.  The determination must be made:

(i)            By the stockholders;

(ii)           By the Board of Directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;

(iii)          If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or
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(iv)           If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

(E)           The Articles of Incorporation, these Bylaws, or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation.  The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

(F)           The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:

(i)             Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation or any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection (B) or for the advancement of expenses made pursuant to subsection (E), may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and was material to the cause of action.
 
(ii)           Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors, and administrators of such a person.
 
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ARTICLE VII
DIVIDENDS; FINANCE

7.1            Dividends .  The Board of Directors from time to time may declare and the corporation may pay dividends on its outstanding shares upon the terms and conditions and in the manner provided by the Nevada Business Corporation Act and the Articles of Incorporation.

7.2            Reserve Funds .  The Board of Directors, in its discretion, may set aside from time to time, out of the net profits or earned surplus of the corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the corporation, and for any other purpose.

7.3            Banking .  The moneys of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies, as the Board of Directors shall designate, and may be drawn out only on checks signed in the name of the corporation by such person or persons as the Board of Directors, by appropriate resolution, may direct.  Notes and commercial paper, when authorized by the Board, shall be signed in the name of the corporation by such officer or officers or agent or agents as shall be authorized from time to time.
 
ARTICLE VIII
CONTRACTS, LOANS, AND CHECKS

8.1            Execution of Contracts .  Except as otherwise provided by statute or by these Bylaws, the Board of Directors may authorize any officer or agent of the corporation to enter into any contract, or execute and
deliver any instrument in the name of, and on behalf of the corporation.  Such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent, or employee shall have any power to bind the corporation for any purpose, except as may be necessary to enable the corporation to carry on its normal and ordinary course of business.

8.2            Loans .  No loans shall be contracted on behalf of the corporation and no negotiable paper or other evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors.  When so authorized, any officer or agent of the corporation may effect loans and advances at any time for the corporation from any bank, trust company, or institution, firm, corporation, or individual.  An agent so authorized may make and deliver promissory notes or other evidence of indebtedness of the corporation and may mortgage, pledge, hypothecate, or transfer any real or personal property held by the corporation as security for the payment of such loans.  Such authority, in the Board of Directors' discretion, may be general or confined to specific instances.

 
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8.3            Checks .  Checks, notes, drafts, and demands for money or other evidence of indebtedness issued in the name of the corporation shall be signed by such person or persons as designated by the Board of Directors and in the manner prescribed by the Board of Directors.

8.4            Deposits .  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE IX
FISCAL YEAR

The fiscal year of the corporation shall be the year adopted by resolution of the Board of Directors.

ARTICLE X
CORPORATE SEAL

The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "CORPORATE SEAL."

ARTICLE XI
AMENDMENTS

Any Article or provision of these Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by a majority of the directors present at any meeting of the Board of Directors of the corporation at which a quorum is present.
 
ARTICLE XII
COMMITTEES

12.1            Appointment .  The Board of Directors by resolution adopted by a majority of the full Board, may designate one or more committees, which, to the extent provided in the resolution or resolutions or in these Bylaws, have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal.  The designation of such committee
and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.

12.2            Name .  The committee or committees must have such name or names as may be stated in these Bylaws or as may be determined from time to time by resolution adopted by the Board of Directors.



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12.3            Membership .  Each committee must include at least one director.  Unless the Articles of Incorporation or these Bylaws provide otherwise, the board of directors may appoint natural persons who are not directors to serve on committees.

12.4            Procedure .  A committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws.  It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.

12.5            Meetings .  Regular meetings of a committee may be held without notice at such time and places as the committee may fix from time to time by resolution.  Provisions relating to the call of special meetings, notice requirements for special meetings, waiver of notice, quorum requirements relating to meetings, and method of taking action by a committee, are provided in Article IV hereof.

12.6            Vacancies .  Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board of Directors.

12.7            Resignations and Removal .  Any member of a committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors.  Any member of a committee may resign from such committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
 

 
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CERTIFICATE

I hereby certify that the foregoing Bylaws, consisting of 20 pages, including this page, constitute the Bylaws of Hague Corp. by the Board of Directors of the corporation effective as of January 10, 2007




  /S/ Greg Chapman
  Greg Chapman, President and Secretary

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Exhibit 5.1
The Loev Law Firm, PC
6300 West Loop South, Suite 280
Bellaire, Texas 77401
Telephone (713) 524-4110
Facsimile (713) 524-4122
 
October 5, 2007
 
Hague Corp.

Re: Form SB-2 Registration Statement

Gentlemen:

You have requested that we furnish you our legal opinion with respect to the legality of the following described securities of Hague Corp. (the "Company") covered by a Form SB-2 Registration Statement, (the "Registration Statement"), filed with the Securities and Exchange Commission which relates to the resale of 24,600,000 shares of common stock, $0.001 par value (the "Shares") of the Company.

In connection with this opinion, we have examined the corporate records of the Company, including the Company's Articles of Incorporation, and Bylaws, the Registration Statement, and such other documents and records as we deemed relevant in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

Based on the foregoing, it is our opinion that the Shares are duly authorized, legally and validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and further consent to statements made therein regarding our firm and use of our name under the heading "Legal Matters" in the Prospectus constituting a part of such Registration Statement.

                           Sincerely,

               /s/ The Loev Law Firm, PC
             The Loev Law Firm, PC


Exhibit 10.1
Statement
 

 
To:  Hague Corp.
       1864 Portage Avenue
       Winnipeg, Manitoba R3J 0H2, Canada
       Attention: Mr. Greg Chapman


From:      James Mcleod
5342 Aspen Way
Delta, BC V4K 3S3


Re:  Get 1-4 Minerals Claims, Esmeralda County, Nevada




Cost of Far 1-4 mineral claims acquisition
$3,500 US
   
Cost of Far 1-4 mineral claims report
$3,500
   
   
                                          Total
$7,000
 


Respectfully submitted,

/s/James W. McLeod

James W. McLeod, P Geo.
April 17, 2007
 
 
 
 

 
Exhibit 23.2


CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors:

Hague Corp.

We consent to the use of our report dated July 31, 2007, in this Registration Statement on Form SB-2 of Hague Corp. for the registration of shares of its common stock.  We also consent to the reference to our firm under the caption "Experts" in such Registration Statement.
 

/s/ LBB & Associates Ltd., LLP
LBB & Associates Ltd., LLP
Houston, Texas

October 5, 2007




Exhibit 23.3
CONSENT OF EXPERT


This Consent of Expert (the "Consent") is granted this 4th day of October 2007 by James W. McLeod, (the "Expert") to Hague Corp., a Nevada corporation (the "Company"), to be effective as of the date of signing.

 
Pursuant to Item 601(b)(23) of Regulation S-B, the Expert hereby authorizes the Company to use, summarize and reference any professional works, publications, reviews and/or estimates produced by the Expert and/or Expert's biographical information for the purposes of filing a prospectus with the Securities and Exchange Commission, to be made publicly available. Additionally, Expert consents to the use of the Company's summary of the Expert's  “Review and Recommendations Get 1-4 Mineral Claims Railroad Pass Area Esmeralda County, Nevada, USA,”   dated April 17,  2007, contained throughout the Company's Form SB-2 Registration Statement, filed herewith. Furthermore, Expert consents to being listed as an "Expert" herein. The Expert acknowledges that any professional judgment on his behalf may produce an impact on the Company's operating and financing strategies.
 

* * * * *
 
IN WITNESS WHEREOF, James W. McLeod, hereby consent to the aforesaid conditions and circumstances and agree to be named an expert pursuant to Section 7(a) of the Securities Act.

 
By: /s/ James W. McLeod
 
James W. McLeod