Nevada
|
1000
|
20-8195578
|
(State
or jurisdiction of incorporation
or
organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification No.
|
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
|
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
|
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
|
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.
|
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
|
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.
|
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.
|
·
|
Our
lack of operating history;
|
·
|
The
price that we thought a purchaser would be willing to pay for our
shares;
and
|
·
|
Our
capital structure.
|
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.
|
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.
|
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 | |||
(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.
|
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.
|
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.
|
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
|
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.
|
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%
|
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*
|
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.
|
·
|
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
|
Estimated
Cost:
|
$
10,000
|
Estimated
Costs:
|
$
15,000
|
Estimated
Costs:
|
$
35,000
|
Total Costs: |
$
60,000
|
·
|
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.
|
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
|
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
|
||
|
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
|
|||
|
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
|
|||||||||
Note
2
|
Summary
of Significant Accounting
Policies
|
Note
2
|
Summary
of Significant Accounting Policies
–
(cont’d)
|
Inception
to
|
||||
June
30,
|
||||
2007
|
||||
Management
fees
|
$ |
1,820
|
Note
4
|
Income
Taxes
|
June
30,
2007
-
$
-
|
||||
Deferred
tax asset attributable to:
|
||||
Net
operating loss
|
3,841
|
|||
Valuation
allowance
|
(3,841)
|
|||
Net
refundable amount
|
-
|
|
June
30,
2007
-
$
-
|
|||
Deferred
tax asset attributable to:
|
||||
Net
operating loss carryover
|
3,841
|
|||
Valuation
allowance
|
(3,841)
|
|||
Net
deferred tax asset
|
-
|
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.
|
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 | * |
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
|
SIGNATURE
|
TITLE
|
DATE
|
/s/
Greg Chapman
Greg
Chapman
|
President,
CEO, CFO, Director, Secretary,
and
Principal Accounting Officer
|
October
4, 2007
|
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
|
/S/
Daniel A. Kramer
|
January 08,
2007
|
Authorized
Signature of R.A. or On Behalf of R.A. Company
|
Date
|
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.
|
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.
|
1.1
|
Business
Office
|
1
|
1.2
|
Registered
Office and Registered Agent
|
1
|
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
|
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
|
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
|
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
|
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
|
7.1
|
Dividends
|
17
|
7.2
|
Reserve
Funds
|
17
|
7.3
|
Banking
|
17
|
8.1
|
Execution
of Contracts
|
17
|
8.2
|
Loans
|
17
|
8.3
|
Checks
|
18
|
8.4
|
Deposits
|
18
|
|
|
|
18
|
|
|
|
18
|
|
|
|
18
|
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
|
|
|
|
20
|
(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.
|
(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.
|
(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.
|
(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.
|
(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.
|
Cost
of Far 1-4 mineral claims acquisition
|
$3,500
US
|
Cost
of Far 1-4 mineral claims report
|
$3,500
|
Total
|
$7,000
|
|
By:
/s/ James W. McLeod
|
|
James
W. McLeod
|