UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS
ISSUERS (UNDER SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934)
CORBETT LAKE MINERALS, INC.
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(Name of Small Business Issuer in its charter)
Incorporated in the State of Nevada 91-2008331
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(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
Suite 1500, 885 West Georgia Street, Vancouver, B.C. V6C 3E8
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number (604 ) 687 - 0717
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Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
None N/A
- -------------------- -----------------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Capital Shares - $0.001 par value
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(Title of Class)
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CORBETT LAKE MINERALS, INC.
TABLE OF CONTENTS
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PART I PAGE
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<S> <C>
Item 1. Description of Business.................................................3
(a) Business Development...............................................3
(b) Business of the Company............................................3
Item 2. Plan of Operation.......................................................4
Item 3. Description of Property.................................................4
Item 4. Security Ownership of Certain Beneficial Owners and Management..........5
(a) Security Ownership of Certain Beneficial Owners....................5
(b) Security Ownership of Management...................................5
(c) Changes in Control.................................................6
Item 5. Directors, Executive Officers, Promoters and Control Persons............6
(a) Identify Directors and Executive Officers..........................6
(b) Identify Significant Employees.....................................6
(c) Family Relationships...............................................6
(d) Involvement in Certain Legal Proceedings...........................6
Item 6. Executive Compensation..................................................7
Item 7. Certain Relationships and Related Transactions..........................8
(a) Relationships with Insiders........................................8
(b) Transactions with Promoters........................................8
Item 8. Description of Securities...............................................8
(a) Common or Preferred Stock..........................................8
(b) Debt Securities....................................................8
(c) Other Securities to be Registered..................................9
PART II
Item 1. Market Price of and Dividends on Registrant's Common Equity and
Related Stockholder Matters...........................................9
(a) Market Information.................................................9
(b) Holders............................................................9
(c) Dividends..........................................................9
Item 2. Legal Proceedings.......................................................9
Item 3. Changes in and Disagreements with Accountants...........................9
Item 4. Recent Sale of Unregistered Securities.................................10
Item 5. Indemnification of Directors and Officers..............................10
PART F/S..............................................................................11
PART III
Items 1 and 2. Index to and Description of Exhibits.............................11
</TABLE>
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PART I
ITEM 1 DESCRIPTION OF BUSINESS.
(A) BUSINESS DEVELOPMENT
Corbett Lake Minerals, Inc. (the "COMPANY") was incorporated under the laws of
the State of Nevada on March 3, 1999. The Company has not been involved in any
bankruptcy, receivership or similar proceedings. There has been no material
reclassification, merger, consolidation or purchase or sale of a significant
amount of assets not in the ordinary course of the Company's business.
(B) BUSINESS OF THE COMPANY
The Company is a mineral exploration and development company. The Company owns
an option to acquire a 100% undivided interest in the CP 1-12 mineral claims,
Nicola Mining Division, British Columbia, Canada (the "CP CLAIMS"). The Company
owns no other assets. An exploration report on the CP Claims prepared by Douglas
H. Hopper, Consulting Geologist, dated February 8, 1999, recommends the staking
of 17 additional claims on three sides of the CP Claims group at a cost of
CDN$1,700, and a geochemical survey with an estimated cost of CDN$10,000.
At this time, the Company has no products or services. Accordingly, there is no
requirement for any government approval of the Company's principal products or
services.
The Company's current business will not be materially affected by any existing
or probable governmental regulations, including any applicable environmental
laws. The Company's exploration program will be governed by the Mineral
Exploration Code of British Columbia. The purpose of this code is to establish
standards for mineral exploration and development and to manage exploration and
development activities to ensure maximum extraction with a minimum of
environmental disturbance. However, the Mineral Exploration Code will not apply
to the Company provided that the work to be done as part of its exploration
program does not involve any mechanical disturbance of the surface of the CP
Claims. Such exempt work includes prospecting using hand tools, geological and
geochemical surveying, airborne geophysical surveying, ground geophysical
surveying without the use of exposed, energized electrodes, hand trenching
without the use of explosives, and establishment of grid lines that do not
require the felling of trees. If the Company does any work on the CP Claims that
is not exempt it will need to comply with the Mineral Exploration Code and
obtain the applicable permits. At this time, all of the proposed work in Phase 1
of the Company's exploration program is exempt work.
The mineral industry is intensely competitive in all its phases. The Company
competes with many companies possessing greater financial resources and
technical facilities than itself for the acquisition of mineral concessions,
claims, leases and other mineral interests as well as for the recruitment and
retention of qualified employees.
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No funds have been spent on research and development activities since the date
of the Company's incorporation.
The Company is not a party to any material contracts other than the Option
Agreement and the Assignment Agreement under which the Company acquired its
interest in the CP Claims. See Exhibits 6.1 and 6.2
The Company has a total of one employee who is a part time employee.
ITEM 2 PLAN OF OPERATION.
The Company has not had any revenues generated from its business operations
since its incorporation.
The Company's twelve-month plan of operation is to complete the recommended
exploration program on the CP Claims. An exploration report on the property
prepared by Consulting Geologist, Douglas H. Hopper, dated February 8, 1999
recommends the staking of 17 claims on three sides of the CP Claims group at a
cost of CDN$1,700. The report also recommends a geochemical survey with a total
length of 12,000 metres at a 200 metre grid spacing. The recommended budget for
soil sampling including analysis and interpretation is CDN$10,000. The soil
samples will be analyzed for a multi element suite, which will include gold and
silver.
The Company can satisfy its cash requirements for the next 12 months without
having to raise additional funds.
The Company (i) will not be undertaking any product research or development;
(ii) will not be purchasing any plant or significant equipment; and (iii) does
not expect significant changes in the number of its employees.
ITEM 3 DESCRIPTION OF PROPERTY.
The Company's sole asset is an exclusive and irrevocable option to acquire a
100% undivided interest in the CP Claims. The CP Claims are located at the end
of Corbett Lake which is 10 miles southeast of Merritt, British Columbia
(120(degree) 30' West Longitude and 50(degree) 01' North Latitude).
The CP Claims are mineral properties in the early stage of development. The
surrounding area is one of rolling, upland pasture with stands of poplar, fir
and pine with elevation ranging from 3,600 to 4,100 feet. Soil geochemistry at
the North end of Corbett Lake indicates a large, but unproven, copper anomaly.
The mining property covered by the CP Claims has an exploration target that is
2,000 metres long with varying widths along the strike length. The northeast
corner of the CP Claims is open ground and on the edge are trenches, shafts and
old geochemical anomalies. The CP Claims are free and clear of any claims and
are in good standing with the applicable regulatory authorities. All payments to
be made on the CP Claims have been made, including all payments to be made to
date pursuant to the terms and conditions of the Option Agreement.
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On July 20, 1999, the owner of the CP Claims, Gerry Diakow, and Wet Coast
Capital Corporation entered into an Option Agreement for the CP Claims. The
purchase price for the 100% undivided interest in the CP Claims includes a
payment of CDN$7,500 to the owner, which has been made by Wet Coast Capital
Corporation and the financing of the recommended work program in the amount of
$1,700 for additional staking and $10,000 for the proposed geochemical survey.
Wet Coast Capital Corporation then assigned all of its interest in the Option
Agreement to the Company in consideration of the payment of $10,000. To exercise
the option and acquire its 100% undivided interest in the CP Claims, the Company
must finance the recommended work program by July 20, 2000. The Option Agreement
is silent with respect to default and termination by the owner. The Option
Agreement may only be terminated by the Company.
The Company operates from its offices at 1500 - 885 West Georgia Street,
Vancouver, British Columbia, Canada. Space is provided to the Company on a rent
free basis by Mercer Capital Corp. and it is anticipated this arrangement will
remain until December 31, 2000. In the opinion of the management of the Company,
this office space will meet the needs of the Company for the foreseeable future.
ITEM 4 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS (MORE THAN 5%)
<TABLE>
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(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS
----------------------- ------------------------------- ----------------------------- ---------------
<S> <C> <C> <C>
Jason John
Common 301 - 2483 Yew Street 7,000,000 58.33%
Capital Shares Vancouver, B.C. V6K 3H3
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</TABLE>
[1] The listed beneficial owner has no right to acquire any shares within 60
days of the date of this Form 10-SB from options, warrants, rights,
conversion privileges or similar obligations.
(B) SECURITY OWNERSHIP OF MANAGEMENT
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----------------------- ------------------------------- ----------------------------- ---------------
(1) (2) (3) (4)
TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS
----------------------- ------------------------------- ----------------------------- ---------------
<S> <C> <C> <C>
Jason John
Common 301 - 2483 Yew Street 7,000,000 58.33%
Capital Shares Vancouver, B.C. V6K 3H3
----------------------- ------------------------------- ----------------------------- ---------------
Common Directors and Executive 7,000,000 58.33%
Capital Shares Officers (as a group)
----------------------- ------------------------------- ----------------------------- ---------------
</TABLE>
[1] The listed beneficial owner has no right to acquire any shares within 60
days of the date of this Form 10-SB from options, warrants, rights,
conversion privileges or similar obligations.
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(C) CHANGES IN CONTROL
The Company is not aware of any arrangement that may result in a change in
control of the Company.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
(A) IDENTIFY DIRECTORS AND EXECUTIVE OFFICERS
Mr. Jason John is the sole director of the Company and is 32 years old. Mr. John
is also the president, secretary and treasurer of the Company. Mr. John has held
the positions of sole director, president, secretary and treasurer since April
6, 1999.
A director of the Company holds office until (i) the next annual meeting of the
stockholders, (ii) his successor is elected and qualified, or (iii) he resigns.
Mr. John holds no other directorships in any other reporting company.
The following is Mr. John's business experience for the past five years.
ENSIGN DRILLING - December, 1997 to present
2001 - 4th Street, Nisku, Alberta
Assistant Driller
SHAFTSBURY'S BREWING CO. - October, 1997 to February, 1998
7989 - 82nd Street, Ladner, B.C.
Promotions
GREY BEVERAGE - April, 1993 to July, 1997
747 Chester, Annacis Island, B.C.
Account Manager, Merchandising, Delivery
(B) IDENTIFY SIGNIFICANT EMPLOYEES
Mr. John is the Company's only significant employee.
(C) FAMILY RELATIONSHIPS
There are no family relationships among the directors, executive officers or
persons nominated or chosen by the Company to become directors or executive
officers.
(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
(1) No bankruptcy petition has been filed by or against any business of
which Jason John was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that time.
(2) Jason John has never been convicted in a criminal proceeding and is
not subject to a pending criminal proceeding (excluding traffic
violations and other minor offences).
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(3) Jason John has never been subject to any order, judgement, or decree,
not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his involvement in any type of
business, securities or banking activities.
(4) Jason John has never been found by a court of competent jurisdiction
(in a civil action), the Securities Exchange Commission or the
Commodity Futures Trading Commission to have violated a federal or
state securities or commodities law, that has not been reversed,
suspended, or vacated.
ITEM 6. EXECUTIVE COMPENSATION.
The Company has paid no compensation to any of its named executive officers
since the date of incorporation.
SUMMARY COMPENSATION TABLE
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Long-term compensation
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Annual compensation Awards Payouts
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Other Securities
annual Restricted underlying All other
compen- stock options/ LTIP compen-
Name and principal Salary Bonus sation awards SARs Payouts sation
position Year ($) ($) ($) ($) (#) ($) ($)
(a) (b) (c) (d) (e) (f) (g) (h) (i)
- -------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Trent Jordan CEO 1999 none none none none none none none
Mar 1999-Apr 1999
- -------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
Jason John, CEO 1999 none none none none none none none
Apr 1999-Present
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Since the Company's incorporation, no stock options, stock appreciation rights,
or long-term incentive plans have been granted, exercised or repriced.
Currently, there are no arrangements between the Company and any of its
directors whereby such directors are compensated for any services provided as
directors. Also, there are no employment agreements between the Company and any
named executive officer.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(A) RELATIONSHIPS WITH INSIDERS
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The only material transaction undertaken by the Company since its incorporation
is its acquisition of an interest in the CP Claims. No member of management,
executive officer or security holder had any direct or indirect interest in this
transaction.
(B) TRANSACTIONS WITH PROMOTERS
Mr. Jason John is the only promoter of the Company. Jason John subscribed for
and was issued 7,000,000 Common Capital Shares of the Company at $0.001 per
share. See Item 4. - Recent Sale of Unregistered Securities. Mr. John has not
received any other assets from the Company and does not own any shares
indirectly.
ITEM 8. DESCRIPTION OF SECURITIES.
(A) COMMON OR PREFERRED STOCK
The authorized common stock of the Company is 200,000,000 Common Capital Shares
with a par value of $0.001 per share, of which 12,000,000 shares are issued and
outstanding as of the date of this filing. All of the issued and outstanding
Common Capital Shares are fully paid and non-assessable. There is no preferred
stock authorized.
All shares have equal voting rights and, when validly issued, are entitled to
one vote per share in all matters to be vote upon by the stockholders. The
shares have no pre-emptive, subscription, conversion or redemption rights and
may be issued only as fully paid and non-assessable shares. Cumulative voting in
the election of directors is not permitted, which means that the holders of a
majority of the issued and outstanding Common Capital Shares represented at any
stockholder meeting at which a quorum is present, will be able to elect the
entire Board of Directors if they so choose and, in such event, the holders of
the remaining Common Capital Shares will not be able to elect any directors. In
the event of liquidation of the Company, each stockholder is entitled to receive
a proportionate share of the Company's assets after distribution in full of
preferential amounts, if any. Holders of Common Capital Shares are entitled to
share rateable in dividends, as may be declared from time to time by the Board
of Directors in its discretion, from funds legally available for dividend
payments.
There is no provision in the Company's constating documents that would delay,
defer or prevent a change in control of the Company.
(B) DEBT SECURITIES
The Company is not offering any debt securities.
(C) OTHER SECURITIES TO BE REGISTERED
The Company is not registering any other securities of its capital at this time
other than its Common Capital Shares.
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PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS.
(A) MARKET INFORMATION
The Company's Common Capital Shares do not trade on a public trading market and
is not quoted at the present time.
Currently, there are no Common Capital Shares that (i) are subject to
outstanding options or warrants to purchase, or securities convertible into,
Common Capital Shares; (ii) the Company has agreed to register under the
Securities Exchange Act of 1934, as amended; or (iii) are or have been proposed
to be publicly offered by the Company. As of the date of this filing, none of
the issued and outstanding shares of the Company's Common Capital Shares are
subject to any trading restriction or limitation under Rule 144 promulgated
under the Securities Exchange Act of 1933, as amended.
(B) HOLDERS
The Company has 21 holders of record of Common Capital Shares as of the date of
this filing.
(C) DIVIDENDS
No dividends have been declared on the Company's Common Capital Shares.
Except for the lack of funds, there are no restrictions that limit the ability
of the Company to pay dividends on the Company's Common Capital Shares.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any pending legal proceedings, and to the best of
the Company's knowledge, the CP Claims are not the subject of any pending legal
proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
The Company's principal independent accountant, Davidson & Company, Chartered
Accountant, has not changed since the date of incorporation and there have been
no disagreements with the Company's principal independent accountant.
ITEM 4. RECENT SALE OF UNREGISTERED SECURITIES.
On March 15, 1999, the Board of Directors authorized the issuance of 7,000,000
Common Capital Shares at $0.001 and 5,000,000 Common Capital Shares at $0.01 to
private investors for a total offering price of $57,000, of which the Company
received $12,499,97 in cash and the balance in the form of Promissory Notes from
the subscribers. The Company relied upon Section
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Page 10 of 12
4(2) of the Securities Act of 1933, as amended and Rule 504 of Regulation D.
This offering was not accompanied by any general advertisement or any general
solicitation. The Company received from each subscriber a completed and signed
subscription agreement containing certain representations and warranties,
including, among others, that the subscribers had bought the shares for their
own investment account. The 12,000,000 Common Capital Shares were issued for
investment purposes in a "private transaction".
The following is a list of the subscribers that subscribed for shares in the
March 15, 1999 private placement.
NAME OF SUBSCRIBERS
--------------------
Jason John Michael Fediuk Perry Gorgounis
Trent Jordan Liana Laurino Sam Magid
Arron Fediuk Rosemary Renix Jeff Hunter
Kent Jawant Candis Stuart Kevin Puil
Event Horizon Ltd. Kirby Oikawa Stephanie Tait
Swordfish Capital Steele Jordan Paul Williams
Orcus Global Inc. Lauren Gorgounis Joe Stuart
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Articles Twelve of the Articles of Incorporation and Article 11 of the By-Laws
of the Company set forth certain indemnification rights. The By-Laws of the
Company provide that the Company will indemnify its directors and officers from
any action, suit or proceeding, whether civil, criminal, administrative, or
investigative to the extent that indemnification is legally permissible under
the laws of Nevada. The By-laws further provide that any expenses of the
directors and officers incurred in defending an action, suit, or proceeding must
be paid by the Company as these expenses are incurred and in advance of the
final disposition of the action, suit, or proceeding provided the director or
officer provide an undertaking to repay any amount if a court finds that the
director or officer is not entitled to be indemnified.
The Company may also purchase and maintain insurance for the benefit of any
director or officer who is or was a director or officer of the Company and such
insurance may cover claims for which the Company could not indemnify such
director or officer. Currently, the Company has not purchased any such
insurance.
The By-Laws also provide that the directors may adopt other by-laws regarding
indemnification and may amend the by-laws to provide at all times the fullest
indemnification permitted by the General Corporation Law of the State of Nevada.
The Articles of the Company provide that no director or officer is personally
liable to the Company or its stockholders for damages for breach of fiduciary
duty as a director or officer, with the exception that the directors and
officers may be held liable to the Company or its stockholders for acts or
omissions that involve intentional misconduct, fraud, a knowing violation of
law, or the payment of dividends in violation of the Nevada Revised Statutes.
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The Nevada Private Corporations Act provides that the Company may indemnify its
directors and officers if the directors and officers acted in good faith and in
a manner the directors and officers believed to be in the best interest of the
Company and had no reasonable cause to believe the conduct was unlawful.
Except as referred to above, no controlling person, director or officer of the
Company is insured or indemnified by any statute, charter provisions, by-laws,
contract or other arrangement.
PART F/S
The audited financial statements of the Company and related notes which are
included in this registration statement have been examined by Davidson &
Company, Chartered Accountants, and have been included in reliance upon the
opinion of such accountants given upon their authority as an expert in auditing
and accounting.
PART III
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ITEMS 1 AND 2. INDEX TO AND DESCRIPTION OF EXHIBITS.
Exhibit Description
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Exhibit A 1. Audited Financial Statements for the Included
period ended June 30, 1999
Exhibit 2.1 Corporate Charter Included
Exhibit 2.2 Articles of Incorporation Included
Exhibit 2.3 By-Laws Included
Exhibit 3 Instruments defining the rights of security holders None
Exhibit 5 Voting Trust Agreement None
Exhibit 6.1 Material Contracts - Option Agreement Included
Exhibit 6.2 Material Contracts - Assignment Agreement Included
Exhibit 7 Material Foreign Patents None
Exhibit 12 Additional Exhibits None
</TABLE>
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934,as amended, the Company has duly caused this registration statement to be
signed on its behalf by the undersigned, who is duly authorized.
CORBETT LAKE MINERALS, INC.
Dated December 8th, 1999 By:/s/ JASON JOHN
--------------------------------
JASON JOHN - PRESIDENT
<PAGE>
CORBETT LAKE MINERALS, INC.
(AN EXPLORATION STAGE COMPANY)
FINANCIAL STATEMENTS
(EXPRESSED IN UNITED STATES DOLLARS)
JUNE 30, 1999
<PAGE>
[DAVIDSON & COMPANY LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors of
Corbett Lake Minerals, Inc.
(An Exploration Stage Company)
We have audited the accompanying balance sheet of Corbett Lake Minerals, Inc. as
at June 30, 1999 and the statements of operations, stockholders' equity and cash
flows for the period from incorporation on March 3, 1999 to June 30, 1999. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and the significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at June 30, 1999 and the
results of its operations and its cash flows for the period from incorporation
on March 3, 1999 to June 30, 1999 in accordance with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that Corbett
Lake Minerals, Inc. will continue as a going concern. As discussed in Note 2 to
the financial statements, unless the Company attains further profitable
operations and/or obtains additional financing, there is substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regards to these matters are discussed in Note 2. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
"DAVIDSON & COMPANY"
Vancouver, Canada Chartered Accountants
September 8, 1999
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
BALANCE SHEET
(Expressed in United States Dollars)
AS AT JUNE 30, 1999
<TABLE>
<S> <C>
================================================================================
ASSETS
Current
Cash and cash equivalents $ 26,798
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities $ 2,644
--------------
STOCKHOLDERS' EQUITY
Capital stock (Note 4)
Authorized
200,000,000 common shares, par value of $0.001
Issued and outstanding
12,000,000 common shares 12,000
Additional paid in capital 45,000
Subscriptions receivable (29,467)
Deficit accumulated during the exploration stage (3,379)
--------------
Total stockholders' equity 24,154
Total liabilities and stockholders' equity $ 26,798
================================================================================
</TABLE>
HISTORY AND ORGANIZATION OF THE COMPANY (Note 1)
GOING CONCERN (note 2)
SUBSEQUENT EVENTS (Note 7)
ON BEHALF OF THE BOARD:
/s/ Jason John Director
- --------------------------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
(Expressed in United States Dollars)
CUMULATIVE FROM INCORPORATION ON MARCH 3, 1999 TO JUNE 30, 1999
<TABLE>
<S> <C>
================================================================================
EXPENSES
Incorporation costs $ 640
Filing fees 95
Professional fees 2,644
---------------
LOSS FOR THE PERIOD $ (3,379)
================================================================================
Basic and fully diluted loss per share $ (0.01)
================================================================================
Weighted average shares outstanding 10,800,000
================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
PERIOD FROM INCORPORATION ON MARCH 3, 1999 TO JUNE 30, 1999
<TABLE>
<CAPTION>
==============================================================================================================================
Deficit
Accumulated
Common Stock Additional Stock During the
----------------------------- Paid-in Subscription Exploration
Shares Amount Capital Receivable Stage Total
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>
INCEPTION, MARCH 3, 1999 - $ - $ - $ - $ - $ -
Shares issued for cash 2,753,277 2,753 24,780 - - 27,533
Shares subscribed for 9,246,723 9,247 20,220 (29,467) - -
Loss for the period - - - - (3,379) (3,379)
------------- ------------- ------------- ------------- ------------- -------------
BALANCE AT JUNE 30, 1999 12,000,000 $ 12,000 $ 45,000 $ (29,467) $ (3,379) $ 24,154
============= ============= ============= ============= ============= =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Expressed in United States Dollars)
CUMULATIVE FROM INCORPORATION ON MARCH 3, 1999 TO JUNE 30, 1999
================================================================================
<TABLE>
<S> <C>
CASH PROVIDED BY (USED IN):
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $ (3,379)
Changes in other operating assets and liabilities
Increase in accounts payable 2,644
--------------
Net cash used in operating activities (735)
--------------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock for cash 27,533
--------------
Net cash provided by financing activities 27,533
--------------
CHANGE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD 26,798
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD -
--------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 26,798
================================================================================
CASH PAID DURING THE PERIOD FOR:
Interest expense $ -
Income taxes -
================================================================================
</TABLE>
SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING AND INVESTING
ACTIVITIES (Note 5)
The accompanying notes are an integral part of these financial statements.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
JUNE 30, 1999
================================================================================
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was formed on March 3, 1999 under the Laws of the State of
Nevada and is in the business of exploration and development of mineral
properties. The Company has not yet determined whether its properties
contain mineral resources that may be economically recoverable.
2. GOING CONCERN
These financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern
which contemplates the realization of assets and the satisfaction of
liabilities and commitments in the normal course of business. The
general business strategy of the Company is to acquire mineral
properties either directly or through the acquisition of operating
entities. The continued operations of the Company and the
recoverability of mineral property costs is dependent upon the
existence of economically recoverable reserves, confirmation of the
Company's interest in the underlying mineral claims, the ability of the
Company to obtain necessary financing to complete the development and
upon future profitable production. The Company has incurred operating
losses and requires additional funds to meet its obligations and
maintain its operations. Management's plan in this regard is to raise
equity financing as required. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. These
financial statements do not include any adjustments that might result
from this uncertainty.
<TABLE>
<S> <C>
===================================================================================================================
Deficit accumulated during the exploration stage $ (3,379)
-------------------------------------------------------------------------------------------------------------------
Working capital 24,154
===================================================================================================================
</TABLE>
3. SIGNIFICANT ACCOUNTING POLICIES
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include highly liquid investments with
original maturities of three months or less. These are recorded at cost
which approximates market.
ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash
equivalents, accounts payable and accrued liabilities. 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. The fair value of these financial instruments
approximate their carrying values, unless otherwise noted.
FOREIGN CURRENCY TRANSLATION
Translation amounts denominated in foreign currencies are translated
into United States currency at exchanges rates prevailing at
transactions dates. Carrying values of monetary assets and liabilities
are adjusted at each balance sheet date to reflect the exchange rate at
that date. Gains and losses from restatement of foreign currency
monetary assets and liabilities are included in income.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
JUNE 30, 1999
================================================================================
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd.....)
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 133 "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133") which
establishes accounting and reporting standards for derivative
instruments and for hedging activities. SFAS 133 is effective for all
fiscal quarters of fiscal years beginning after June 15, 1999. The
Company does not anticipate that the adoption of the statement will
have a significant impact on its financial statements.
RESOURCE PROPERTIES
Costs of acquisition, exploration, carrying, and retaining unproven
properties are expenses as incurred. Costs incurred in proving and
developing a property ready for production are capitalized and
amortized over the life of the mineral deposit or over a shorter period
if the property is shown to have an impairment in value.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial
Accounting Standards No. 109 ("SFAS 109"), "Accounting for Income
Taxes". A deferred tax asset or liability is recorded for all temporary
differences between financial and tax reporting and net operating loss
carryforwards. Deferred tax expenses (benefit) result from the net
change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the
opinion of management, it is more likely than not that some portion or
all of the deferred tax assets will not be realized. Deferred tax
assets and liabilities are adjusted for the effects of changes in tax
laws and rates on the date of enactment.
LOSS PER SHARE
Loss per share is computed based on the weighted average number of
common shares and common stock equivalents outstanding during each
period, unless the common stock equivalents are anti-dilutive. For the
period ended June 30, 1999, the weighted average number of common
shares outstanding were 10,800,000.
STOCK-BASED COMPENSATION
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation," encourages, but does not require, companies
to record compensation cost for stock-based employee compensation plans
at fair value. The Company has chosen to account for stock-based
compensation using Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees." Accordingly compensation
cost for stock options is measured as the excess, if any, of the quoted
market price of the Company's stock at the date of the grant over the
amount an employee is required to pay for the stock.
COMPREHENSIVE INCOME
The Company has adopted Statement of Financial Accounting Standards No.
130 ("SFAS 130"), "Reporting Comprehensive Income". This statement
establishes rules for the reporting of comprehensive income and its
components. The adoption of SFAS 130 had no impact on total
stockholders' equity as of June 30, 1999.
4. CAPITAL STOCK
During the period, the Company entered into the following transactions
concerning its capital stock:
a) Issued 7,000,000 common shares under Rule 504 of Regulation D of
the Securities Act of 1933, at a price per share of $0.001, for
total proceeds of $7,000. The total proceeds from the issue was
received subsequent to period end and is included in
subscriptions receivable and was received subsequent to period
end.
<PAGE>
CORBETT LAKE MINERALS, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
JUNE 30, 1999
================================================================================
4. CAPITAL STOCK (cont'd.....)
b) Issued 5,000,000 common shares under Rule 504 of Regulation D of
the Securities Act of 1933, at a price per share of $0.01, for
total proceeds of $50,000. Of this amount, $29,467, is included
in subscriptions receivable and was received subsequent to
period end.
5. SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING AND
INVESTING ACTIVITIES
There were no significant non-cash transactions for the period ended
June 30, 1999.
6. INCOME TAXES
The Company's total deferred tax asset at June 30 is as follows:
<TABLE>
<CAPTION>
=====================================================================================================================
1999
---------------------------------------------------------------------------------------------------------------------
<S> <C>
Tax benefit of net operating loss carryforward $ 325
Valuation allowance (325)
-------------
$ -
=====================================================================================================================
</TABLE>
The Company has a net operating loss carryforward of approximately
$3,379.
The Company has provided a full valuation allowance on the deferred tax
asset because of the uncertainty regarding realizability.
7. SUBSEQUENT EVENT
Pursuant to an assignment agreement with Wet Coast Capital Corporation,
dated July 20, 1999, the Company has acquired an option to earn a 100%
interest in the CP 1-12 mineral claims, located in the Nicola Mining
Division, British Columbia for the price of US$10,000 (paid).
8. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use two
digits rather than four digits to identify a year. Date-sensitive
systems may incorrectly recognize the Year 2000 as some other date,
resulting in errors. The effects of the Year 2000 Issue may be
experienced before, on or after January 1, 2000 and, if not addressed,
the impact on operations and financial reporting may range from minor
errors to significant systems failure which could affect an entity's
ability to conduct normal business operations. It is not possible to be
certain that all aspects of the Year 2000 Issue affecting the Company,
including those related to the efforts of customers, suppliers or other
third parties, will be fully resolved.
EXHIBIT 2.1
SECRETARY OF STATE
[THE GREAT SEAL OF THE STATE OF NEVADA LOGO]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that CORBETT LAKE MINERALS, INC. did on MARCH 3, 1999 file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State of the State
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed the Great Seal of State, at my office,
in Carson City, Nevada, on MARCH 3, 1999.
/s/ Dean Heller
[SEAL] Secretary of State
By /s/ Angela Bianlinez
Certification Clerk
EXHIBIT 2.2
FILED #C4969-99
MAR 03 1999 ARTICLES OF INCORPORATION
IN THE OFFICE OF
DEAN HELLER OF
DEAN HELLER SECRETARY OF STATE
CORBETT LAKE MINERALS, INC.
* * * * *
The undersigned, acting as incorporator, pursuant to the provisions of
the laws of the State of Nevada relating to private corporations, hereby adopts
the following Articles of Incorporation:
ARTICLE ONE. [NAME]. The name of the corporation is:
CORBETT LAKE MINERALS, INC.
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of process
is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of
Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generality of the foregoing, specifically:
I. [OMNIBUS]. To have to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon corporations organized
pursuant to the laws under which the corporation is organized and any and
all acts amendatory thereof and supplemental thereto.
II. [CARRYING ON BUSINESS OUTSIDE STATE]. To conduct and carry on its
business or any branch thereof in any state or territory of the United
States or in any foreign country in conformity with the laws of such
state, territory, or foreign country, and to have and maintain in any
state, territory, or foreign country a business office, plant, store or
other facility.
III. [PURPOSES TO BE CONSTRUED AS POWERS]. The purposes specified
herein shall be construed both as purposes and powers and shall be in no
wise limited or restricted by reference to, or inference from, the terms
<PAGE>
of any other clause in this or any other article, but the purposes and
powers specified in each of the clauses herein shall be regarded as
independent purposes and powers, and the enumeration of specific
purposes and powers shall not be construed to limit or restrict in any
manner the meaning of general terms or of the general powers of the
corporation; nor shall the expression of one thing be deemed to exclude
another, although it be of like nature not expressed.
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have authority to
issue an aggregate of TWO HUNDRED MILLION (200,000,000) COMMON CAPITAL SHARES,
PAR VALUE ONE MILL ($0.001) per share for a total capitalization of TWO HUNDRED
THOUSAND DOLLARS $200,000.00).
The holders of shares of capital stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be
governed by a Board of Directors of no more than eight (8) nor less than one (1)
person. The name and address of the first Board of Director is:
NAME ADDRESS
---- -------
Trent Jordan 355 Burrard Street, Suite 1000
Vancouver, British Columbia
Canada V6C 2G8
ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the
corporation, after the amount of the subscription price or par value has been
paid in, shall not be subject to pay debts of the corporation, and no paid up
stock and no stock issued as fully paid up shall ever be assessable or assessed.
2
<PAGE>
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the incorporator
of the corporation is as follows:
NAME ADDRESS
---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation shall be perpetual.
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the corporation shall
be adopted by its Board of Directors. The power to alter, amend, or repeal the
By-laws, or to adopt new By-laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meetings of stockholders shall
be held at such place within or without the State of Nevada as may be provided
by the By-laws of the corporation. Special meetings of the stockholders may be
called by the President or any other executive officer of the corporation, the
Board of Directors, or any member thereof, or by the record holder or holders of
at least ten percent (10%) of all shares entitled to vote at the meeting. Any
action otherwise required to be taken at a meeting of the stockholders, except
election of directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by stockholders having at
least a majority of the voting power.
ARTICLE ELEVEN. [CONTRACTS OF CORPORATION]. No contract or other
transaction between the corporation and any other corporation, whether or not a
majority of the shares of the capital stock of such other corporation is owned
by this corporation, and no act of this corporation shall in any way be affected
or invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of such
other corporation. Any director of this corporation, individually, or any firm
of which such director may be a member, may be a party to, or may be pecuniarily
or otherwise interested in any contract or transaction of the corporation;
provided, however, that the fact that he or such firm is so interested shall be
disclosed or shall have been known to the Board of Directors of this
corporation, or a majority thereof; and any director of this corporation who is
also a director or officer of such other corporation, or who is so interested,
may be counted in determining the existence of a quorum, at any meeting of the
Board or Directors of this corporation that shall authorize such
3
<PAGE>
contract or transaction, and may vote thereat to authorize such contract or
transaction, with like force and effect as if he were not such director or
officer of such other corporation or not so interested.
ARTICLE TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No director or
officer shall have any personal liability to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, except that
this Article Twelve shall not eliminate or limit the liability of a director or
officer for (I) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of dividends in violation of the
Nevada Revised Statutes.
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed
her signature at Reno, Nevada this 2nd day of March, 1999.
/s/ Amanda Cardinalli
----------------------------
AMANDA CARDINALLI
STATE OF NEVADA }
: SS.
COUNTY OF WASHOE }
On the 2nd day of March, 1999, before me, the undersigned, a NOTARY
PUBLIC in and for the State of Nevada, personally appeared AMANDA CARDINALLI,
known to me to be the person described in and who executed the foregoing
instrument, and who acknowledged to me that she executed the same freely and
voluntarily for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
/s/ Margaret A. Oliver
----------------------------
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires: MARGARET A. OLIVER
October 10, 2002 NOTARY PUBLIC-STATE OF NEVADA
- -------------------------- [LOGO] APPOINTMENT RECORDED IN WASHOE COUNTY
NO: 94-5323-2- EXPIRES OCT. 10, 2002
4
EXHIBIT 2.3
BY LAWS
OF
CORBETT LAKE MINERALS, INC.
ARTICLE 1
OFFICES
SECTION 1. The registered office of this corporation is in the city of Reno,
Nevada.
SECTION 2. The corporation may also have offices at other places both within and
without the State of Nevada as the directors may determine or the business of
the corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
SECTION 1. Annual meetings of the stockholders must be held at the registered
office of the corporation or at any other place within or without the State of
Nevada as the directors may decide. Special meetings of the stockholders may be
held at the time and place within or without the State of Nevada as is stated in
the notice of the meeting, or in a duly executed waiver of notice.
SECTION 2. Annual meetings of the stockholders must be held on the anniversary
date of incorporation each year if it is not a legal holiday and, and if it is a
legal holiday, then on the next secular day following, or at another time as the
directors may decide, at which the stockholders will elect the directors and
transact any other business that is properly before meeting.
SECTION 3. The president or the secretary may, by resolution of the directors or
on the written request of the stockholders owning a majority of the issued and
outstanding shares and entitled to vote, call special meetings of the
stockholders for any purpose unless otherwise prescribed by statute or by the
articles of incorporation. A request must state the purpose of the proposed
meeting.
SECTION 4. Notices of meetings must be written and signed by the president or
vice-president or the secretary or an assistant secretary or by any other person
designated by the directors. The notice must state the purpose for which the
meeting is called and the time and the place, which may be within or without the
State, where it is to be held. A copy of the notice must be either delivered
personally or mailed, postage prepaid, to each stockholder of record entitled to
vote at the meeting not less than ten nor more than sixty days before the
meeting. If it is mailed, it must be directed to a stockholder at the address
that appears upon the records of the corporation and is deemed to be delivered
to the stockholder when it is deposited into the mail. If a stockholder is a
corporation, association or partnership, the notice is deemed to have been
delivered to the stockholder it is delivered personally to an officer of the
corporation or association, or to any member of a partnership. A transferee is
not entitled to notice of a meeting if the stock is transferred after the notice
is delivered and before the meeting is held.
SECTION 5. Business transactions at any special meeting of stockholders are
limited to the purpose stated in the notice.
SECTION 6. The holders of a majority of the stock issued and outstanding and
entitled to vote and present in person or represented by proxy constitutes a
quorum at all meetings of the stockholders for the transaction of business
except as otherwise provided by statute or by the articles of incorporation. If
a quorum is not present or represented at any meeting of the stockholders, the
stockholders who are entitled to vote and present in person or represented by
proxy may adjourn the meeting from time to time, without notice other than
announcements at the meeting, until a
<PAGE>
BYLAWS 2 OF 8
quorum is present or represented. Any business may be conducted at the adjourned
meetings that could have been transacted at the meeting as originally notified
if a quorum is present or represented at the adjourned meeting.
SECTION 7. When a quorum is present or represented at any meeting, the vote of
the holders of 10% of the stock having voting power present in person or
represented by proxy is sufficient to elect directors or to decide any question
brought before the meeting unless the statute or the articles of incorporation
specify that the question requires that a different percentage is required to
decide the question.
SECTION 8. Each stockholder of record of the corporation is entitled at each
meeting of the stockholders to one vote for each share standing in his name on
the books of the corporation. Any stockholders may demand that the vote for
directors and any question before the meeting be by ballot.
SECTION 9. At any meeting of the stockholders any stockholder may be represented
and vote by a proxy or proxies appointed by in writing. If the written proxy
designates two or more persons to act as proxies, a majority of the designated
persons present at the meeting, or one if only one is present, has the powers
conferred by the written instruction. No proxy or power of attorney to vote may
be voted at a meeting of the stockholders unless it has been filed with the
secretary of the meeting when required by the inspectors of election. All
questions regarding the qualifications of voters, the validity of proxies, and
the acceptance or rejection of votes must be decided by the inspectors of
election who are appointed by the directors, or if not appointed, then by the
officer presiding at the meeting.
SECTION 10. Any action that may be taken by the vote of the stockholders at a
meeting may be taken without meeting if it is authorized by the written consent
of stockholders holding at least a majority of the voting power, unless the
provisions of the statute or the articles of incorporation require a greater
proportion of voting power to authorize the action, in which case the greater
proportion of written consents is required.
ARTICLE 3
DIRECTORS
SECTION 1. The directors must manage business of the corporation and they may
exercise all the powers of the corporations and do any lawful thing unless the
statute or the articles of incorporation or these bylaws specify that the
stockholders have the power to do the thing.
SECTION 2. The number of directors that constitute the whole board may not be
less than one or more than eight. The directors at any time may increase or
decrease the number of director to not less than one nor more than eight. The
stockholders will elect the directors at the annual meeting of the stockholders
and except as provided in section 2 of this article, each director elected holds
office until his successor is elected and qualified. Directors need not be
stockholders.
SECTION 3. A majority of the remaining directors, even if they are less than a
quorum, or a sole remaining director may fill any vacancies in the board of
directors, including those caused by an increase in the number of directors, and
each director so elected holds office until his successor is elected at the
annual or a special meeting of the stockholders. The holders of two-thirds of
the outstanding shares of stock entitled to vote may at any time peremptorily
terminate the term of office of all or any of the directors by voting at a
meeting called for the purpose or by a written statement filed with the
secretary or, if the secretary is absent, with any other officer. The removal is
effective immediately even if successors are not elected simultaneously, and the
resulting vacancies on the board of directors may be filled only from the
stockholders.
A vacancy on the board of directors is deemed to exist if a director
dies, resigns or is removed, or if the authorized number of directors is
increased, or if the stockholders fail to elect the number of directors to be
elected at any annual or special meeting of stockholders at which any director
is to be elected.
<PAGE>
BYLAWS 3 of 8
The stockholders may elect a director at any time to fill any vacancy
not filled by the directors. If the directors accept the resignation of a
director tendered to take effect at a future time, the board or the stockholders
may elect a successor to take office when the resignation becomes effective.
Neither the directors nor the stockholders can reduce the authorized
number of directors to cause the removal of any director before the expiration
of his term office.
ARTICLE 4
MEETING OF THE BOARD DIRECTORS
SECTION 1. Regular meetings of the board of directors must held at any place
within or without the State that is designated by a resolution of the board or
the written consent of all members of the board. In the absence of a
designation, regular meetings must be held at the registered office.
SECTION 2. The first meeting of each newly elected directors should be held
immediately following the adjournment of the meeting of stockholders and at the
place of the meeting. A notice of the meeting is not necessary in order legally
to constitute the meeting if a quorum is present. If the meeting is not held
then, it may be held at the time and place that is specified in a notice given
as these bylaws provide for special meetings of the directors.
SECTION 3. Regular meetings of the board of directors may be held without call
or notice at the time and at the place that is fixed by the directors.
SECTION 4. Special meetings of the directors may be called by the chairman or
the president or by the vice-president or by any two directors.
Written notice of the time and place of special meetings must be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to the director
at the address as it is shown upon the records or, if not readily ascertainable,
at the place in which the meetings of the directors are regularly held. If the
notice is mailed or telegraphed, it will be deposited in the postal service or
delivered to the telegraph company at least forty-eight hours before the meeting
is scheduled to start. If the notice is delivered for faxed, it must be
delivered or faxed at least twenty-four hours before the meeting is scheduled to
start. Delivery as described in this article is legal and sufficient notice to
the directors.
SECTION 5. Notice of the time and place for convening an adjourned meeting need
not be given to the absent directors if the time and place have been fixed at
the meeting adjourned.
SECTION 6. The transaction of business at any meeting of the directors, however
called and noticed or wherever held, is as valid as though transacted at a
meeting duly held after regular call and notice if a quorum is present and if,
either before or after the meeting, each of the directors not present signs a
written waiver of notice or a consent to meeting's being held, or written
approvals are filed with the corporate records or made a part of the minutes of
the meeting.
SECTION 7. A majority of the authorized number of directors constitutes a quorum
for the transaction of business, except to adjourn as described in these bylaws.
Every decision made by a majority of the directors present at a meeting duly
held at which a quorum is present is deemed to be the decision of the board of
directors unless a greater number is required by law or by the articles of
incorporation. Any action of a majority, although not at a regularly called
meeting, and the record of it if the other directors have consented in writing,
is as valid and effective in all respects as if it were passed by the board in
regular meeting.
SECTION 8. A quorum of the directors may adjourn any director's meeting to meet
again at a stated day and hour, but, in the absence of a quorum, a majority of
the directors present at any directors' meeting, either regular or special, may
adjourn the meeting to the next regular meeting of the board.
<PAGE>
BYLAWS 4 of 8
ARTICLE 5
COMMITTEES OF DIRECTORS
SECTION 1. The directors may, by resolution adopted by a majority of them,
designate one or more committees of the directors, each to consist of two or
more of the directors. A committee may exercise the power of the whole board in
the management of the business of the corporation and may authorize the fixing
of the seal of the corporation to any document that requires it. The directors
may name the committee. The members of the committee present at any meeting and
not disqualified from voting may, whether or not they constitute a quorum,
unanimously appoint another member of the board to act at the meeting in the
place of any absent or disqualified member. The consent of a majority of the
members or alternate members at any meeting of a committee that has a quorum is
required to approve any act of the committee.
SECTION 2. The committee must keep regular minutes of their proceedings and
report them to the whole board.
SECTION 3. Any action that must be taken at meetings of the directors or any
committee of them may be taken without a meeting if the directors on the board
or committee consent unanimously in writing and the written consent is filed
with the minutes of the proceedings of the board or committee.
ARTICLE 6
COMPENSATION OF DIRECTORS
SECTION 1. The directors may be paid their expenses for attending each meeting
of the directors and may be paid a fixed sum for attendance at each meeting of
the directors or a stated salary as director. No payment precludes any director
from serving the corporation in any other capacity and being compensated for the
service. Members of special or standing committees may be allowed like
reimbursement and compensation for attending committee meetings.
ARTICLE 7
NOTICES
SECTION 1. Notices to directors and stockholders must be written and delivered
personally or mailed to the directors or stockholders at their address as they
appear on the books of the corporation. Notices to directors may also be given
by fax and by telegram. Notice by mail, fax or telegram is deemed to be given
when the notice is mailed, faxed or telegraphed.
SECTION 2. Whenever all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by writing on the records of the
meeting or filed with the secretary, or by their presence at the meeting or oral
consent entered on the minutes, or by taking part in the deliberations at the
meeting without objection, the doings of the meeting are as valid as if they
were done at a meeting regularly called and noticed, and at the meeting any
business may be transacted that is not excepted from the written consent if no
objection for want of notice is made at the time and, if any meeting is
irregular for want of notice or consent and a quorum was present at the meeting,
the proceedings of the meeting may be ratified and approved and rendered valid,
and the irregularity or defect is waived if all parties having the right to vote
at the meeting consent in writing. The consent or approval of stockholders may
be by proxy or attorney, but all the proxies and powers of attorney must be in
writing.
SECTION 3. Whenever any notice is required to be given under the provisions of
the statute, the articles of incorporation or these bylaws, a written waiver
signed by the persons entitled to the notice, whether before or after the time
stated, is deemed to equivalent.
<PAGE>
BYLAWS 5 of 8
ARTICLE 8
OFFICERS
SECTION 1. The directors will choose the officers of the corporation. The
offices to be filled are president, secretary and treasurer. A person may hold
two or more offices.
SECTION 2. The directors at their first meeting after each annual meeting of
stockholders will choose a chairman of the board of directors from among
themselves, and will choose a president, a secretary and treasurer, none of whom
must be directors.
SECTION 3. The directors may appoint a vice-chairman of the board,
vice-presidents and one or more assistant secretaries and assistant treasurers
and the other officers and agents as it deems necessary to hold their offices
for the terms and exercise the powers and perform the duties determined by the
directors.
SECTION 4. The directors will fix the salaries and compensation of all officers
of the corporation.
SECTION 5. The officers of the corporation hold their offices at the pleasure of
the directors. Any officer elected or appointed by the directors may be removed
any time by the directors. The directors will fill any vacancy occurring in any
office of the corporation by the death, resignation, removal or otherwise.
SECTION 6. The CHAIRMAN OF THE BOARD will preside at meetings of the
stockholders and the directors and will see that the orders and resolutions of
the directors are carried into effect.
SECTION 7. The VICE-CHAIRMAN will, if the chairman is absent or disabled,
perform the duties and exercise the powers of the chairman of the board and will
perform other duties as the directors may prescribe.
SECTION 8. The PRESIDENT is the chief executive officer of the corporation and
will manage the business of the corporation. He will execute on behalf of the
corporation all instruments requiring execution unless the signing and execution
of them is expressly designated by directors to some other officer or agent of
the corporation.
SECTION 9. The VICE-PRESIDENTS will act under the direction of the president
and, if the president is absent or disabled, will perform the duties and
exercise the powers of the president. They will perform the other duties and
have the other powers prescribed by the president or directors. The directors
may designate one or more executive vice-presidents and may specify the order of
seniority of the vice-presidents. The duties and powers of the president descend
to the vice-presidents in the specified order seniority.
SECTION 10. The SECRETARY will act under the direction of the president; will
attend and record the proceedings at all meetings of the directors and the
stockholders and at the standing committees when required; will give or cause to
be given notice of all meetings of the stockholders and special meetings of the
directors; and will perform other the duties that are prescribed by the
president or the directors.
SECTION 11. The ASSISTANT SECRETARIES will act under the direction of the
president in the order of their seniority unless the president or the directors
decide otherwise, and they will perform the duties and exercise the powers of
the secretary if the secretary is absent or disabled. They will perform other
duties and have the other powers that are prescribed by the president and the
directors.
SECTION 12. The TREASURER will act under the direction of the president with
custody of the corporate funds and securities; will keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation;
and will deposit all money and other valuable effects in the name and to the
credit of the corporation in the depositories that are designated by the
directors, will disburse the funds of the corporation as ordered by the
president or the directors, taking proper vouchers for the disbursements; and
will render to the president and the directors, at their regular meetings or
when the directors require, an account of all the transactions undertaken by the
treasurer and of the financial condition of the corporation.
<PAGE>
BYLAWS 6 of 8
If the directors require, the treasurer will give the corporation a
bond in the sum and with the surety that is satisfactory to the directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, if he dies, resigns, retires or is removed from office, of all
books, papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
SECTION 13. The ASSISTANT TREASURERS in order of their seniority, or as
determined by the president or the directors, will perform the duties and
exercise the powers of the treasurer if the treasurer is absent or disabled.
They will perform the other duties and have the other powers that are prescribed
by the president or the directors.
ARTICLE 9
CERTIFICATES OF STOCK
SECTION 1. Every stockholder is entitled to have a certificate signed by the
president or a vice-president and the treasurer, or an assistant treasurer, or
the secretary or an assistant secretary of the corporation, that certifies the
number of shares owned by him in the corporation. If the corporation is
authorized to issue more than one class of stock or more than one series of any
class, the designations, preferences and relative, participating, optional or
other special rights of the various classes of stock or series and the
qualifications, limitation or restrictions of the rights, must be described in
full or summarized on the face or back of the certificate that the corporation
issues to represent the stock.
SECTION 2. If a certificate is signed (a) by a transfer agent other than the
corporation or its employees or (b) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. If any officer who has signed or whose facsimile signatures has been
placed upon a certificate ceases to be the officer before the certificate is
issued, the certificate may be issued with the same effect as though the person
had not ceased to be the officer. The seal of the corporation or a facsimile of
it may, but need not be, affixed to certificates of stock.
SECTION 3. The directors may direct that a new certificate be issued in place of
any certificate issued by the corporation that is alleged to have been lost or
destroyed if the person claiming the loss or destruction of the certificate
makes an affidavit of that fact. When they authorize the issuance of a new
certificate, the directors may, in their discretion and as a condition precedent
to the issuance of the new certificate, require that the owner of the lost or
destroyed certificate or his legal representative advertise the loss as it
requires or give the corporation a bond in the sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost or destroyed.
SECTION 4. When a certificate for shares, duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, is surrendered to
the corporation or the transfer agent of the corporation shares, the corporation
must, if it is satisfied that it complies with the laws and regulations
applicable to the corporation regarding the transfer and ownership of shares,
issue a new certificate to the person entitled to it and will cancel the old
certificate and record the transaction upon its books.
SECTION 5. The directors may fix in advance a date not more than sixty days nor
less than ten days before the date of any meeting of stockholders, or the date
of the payment of any dividend, or the date of the allotment of rights, or the
date when any change or conversion or exchange of capital stock is effective, or
a date in connection with obtaining the consent of stockholders for any purpose,
as a record date for the determination of the stockholders entitled to notice of
and to vote at any meeting or adjournment, or entitled to be paid any dividend,
or to consent to any matter for which stockholders' consent is required, and in
either case, only the stockholders who are stockholders of record on the date so
fixed are entitled to notice of and to vote as the meeting or any adjournment,
or to be paid a dividend, or to be allotted rights, or to exercise the rights,
or to consent, as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after the record date is fixed.
SECTION 6. The corporation is entitled to recognize the person registered on its
books as the owner of the share as the exclusive owner for all purposes
including voting and dividends, and the corporation is not bound to recognize
<PAGE>
BYLAWS 7 of 8
any other person's equitable or other claims to or interest in the shares,
whether it has express or other notice of a claim, except as otherwise provided
by the laws of Nevada.
ARTICLE 10
GENERAL PROVISIONS
SECTION 1. The directors may declare dividends upon the capital stock of the
corporation, subject to the provisions of the articles of incorporation, if any,
at any regular or special meeting, pursuant to law. Dividends may be paid in
cash, in property or in shares of the capital stock, subject to the provisions
of the articles of incorporation.
SECTION 2. Before it pays any dividend, the corporation may set aside out of any
funds of the corporation available for dividends the sum that the directors, in
their absolute discretion, think proper as a reserve to meet contingencies, or
for equalizing dividends, or for repairing and maintaining any property of the
corporation, or for another purpose that the directors determine are in the
interests of the corporation, and the directors may modify or abolish any the
reserve in the manner that it was created.
SECTION 3. All checks or demands for money and notes of the corporation must be
signed by the officers or other persons that are designated by the directors.
SECTION 4. The directors will fix the fiscal year of the corporation.
SECTION 5. The directors may resolve to adopt a corporate seal for the
corporation. The name of the corporation must be inscribed on the seal with the
words "Corporate Seal" and "Nevada". The seal may be used by causing it or a
facsimile of it to be impressed or affixed or in any manner reproduced.
ARTICLE II
INDEMNIFICATION
SECTION 1. Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, because he or a person whom he
legally represents is or was a director or officer of the corporation or is or
was serving at the request of the corporation or for its benefit as a director
or officer of another corporation, or as its representative in a partnership,
joint venture, trust or other enterprise, is indemnified and held harmless to
the fullest extent legally permissible under the General Corporation Law of the
State of Nevada from time to time against all expenses, liability and loss
(including attorney's fees, judgments, fines and amounts paid or to be paid in
settlements) reasonably incurred or suffered by him in connection with his
acting. 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 right of indemnification is a contract right that may be
enforced in any matter desired by the person. The right of indemnification does
not any other right that the directors, officers or representatives may have or
later acquire and, without limiting the generality of the statement, they are
entitled to their respective rights of indemnification under any bylaw,
agreement, vote of stockholders, provision of law or otherwise, as well as their
rights under this article.
SECTION 2. The directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against the person and incurred in any capacity or arising out of the
status, whether or not the corporation would have the power to indemnify the
person.
SECTION 3. The directors may adopt other bylaws regarding indemnification and
may amend the bylaws to provide at all times the fullest indemnification
permitted by the General Corporation Law of the State of Nevada.
<PAGE>
ARTICLE 12
AMENDMENTS
SECTION 1. The bylaws may be amended by the majority vote of all the record
holders of stock issued and outstanding and entitled to vote at any annual or
special meeting of the stockholders, if the notice of the meeting contains a
notice of the intention to amend.
SECTION 2. The directors by a majority vote of the whole board at any meeting
may amend these bylaws, including bylaws adopted by the stockholders, but the
stockholders may specify particulars of the bylaws that cannot be amended by the
board of directors.
APPROVED AND ADOPTED ON MARCH 4, 1999
CERTIFICATE OF THE DIRECTOR
I, Trent Jordan, certify that I am a director of Corbett Lake Minerals, Inc. and
that the foregoing bylaws consisting of eight pages constitute the code of
bylaws of this corporation ad duly adopted at a regular meeting of the directors
of the corporation held on March 4, 1999.
March 4, 1999
/s/ Trent Jordan
- -------------------------
Trent Jordan-Director
OPTION AGREEMENT
This agreement is dated for reference July 20, 1999.
BETWEEN: WET COAST CAPITAL CORPORATION, a British Columbia company, of
Suite 420, 1090 West Pender Street, Vancouver, British
Columbia, V6E 2N7, and fax (604) 682-6509
("Wet Coast")
AND: GERRY DIAKOW, a mining engineer, of 1537 - 54th Street, Delta,
British Columbia, V4M 3H6, and fax (604)682-6509
(the "Optionor")
RECITALS
A. The Optionor has an undivided 100% interest in the CP 1-12 mineral claims,
Nicola Mining Division, British Columbia, Canada (the "Property").
B. Wet Coast wants the exclusive and irrevocable right to acquire 100% of the
Optionor's interest in the Property.
IN CONSIDERATION of the recitals and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties agree that:
1. The definitions in the recitals are part of this agreement.
2. The Optionor grants Wet Coast an option to acquire a 100% undivided
interest in the Property (the "Option").
3. To exercise the Option, Wet Coast must:
(a) finance the work program recommended for the Property in the
initial report of Douglas H. Hopper, Consulting Geologist,
dated February 8, 1999 (the "Work Program") within 12 months
of the date of this agreement (the "Work Period"); and
(b) pay the Optionor CDN$7,500 within 18 months of the date of
this agreement (the "Option Period").
4. The Optionor will perform the Work Program and provide an engineering
report that satisfies Wet Coast within two months of his completing the
Work Program or the end of the Work Period, whichever is earlier.
5. Wet Coast may transfer, assign, grant an option to purchase or
otherwise alienate its rights and obligations under this agreement.
<PAGE>
2
6. Wet Coast and its employees, agents, independent contractors, and
assignees may have full access to the Property during the Option
Period.
7. Wet Coast may terminate this agreement at any time during the Option
Period by giving written notice of its intention to terminate by fax to
the Optionor's fax number as soon as Wet Coast arrives at its decision
to terminate. No monies already paid by Wet Coast under this agreement
are refundable and Wet Coast is entitled to no interest in the Property
if this agreement is terminated by Wet Coast during the Option Period.
8. During the Option Period, the Optionor will:
(a) do nothing that might adversely affect Wet Coast's rights
under this agreement, and
(b) keep the Property free and clear of any claims and in good
standing with applicable government authorities.
9. During the Option Period, Wet Coast will:
(a) conduct all work on the Property in a careful and miner-like
manner and in compliance with all applicable laws, and
(b) obtain and maintain and cause any contractor or sub-contractor
engaged under this agreement to obtain and maintain adequate
insurance during any period in which active work is carried
out on the Property.
10. Each party represents and warrants to the other that:
(a) it has the power and authority to carry on its business and to
make this agreement and any agreement that is contemplated by
this agreement, and
(b) the making of this agreement and any agreements contemplated
by it does not violate or breach its constating documents or
the laws of any applicable jurisdiction and has been
authorized by its board of directors.
11. The Optionor represents and warrants that:
(a) title to the Property is free and clear of any claims or
charges, either actual, pending or threatened,
(b) the Property is not subject to any order or direction relating
to environmental matters that requires any action,
(c) he has the exclusive right to make this agreement, and to
dispose of the Interest in the Property in accordance with the
terms of this agreement.
<PAGE>
3
12. The representations and warranties of the parties are conditions on
which the parties have relied in making this agreement and survive the
exercising of the Option.
13. The Optionor acknowledges that this agreement was prepared by Jeffs &
Company, Law Corporation, on behalf of and solely for Wet Coast, and
that it may contain terms and conditions onerous to the Optionor. The
Optionor expressly acknowledges that Wet Coast has given the Optionor
adequate time to review this agreement and to seek and obtain
independent legal advice, and he represents to Wet Coast that he has in
fact sought and obtained independent legal advice and is satisfied with
all of the terms and conditions of this agreement.
14. This agreement contains the entire agreement among the parties and
supersedes all earlier representations, understandings and agreements,
whether written or oral, express or implied, that might have lead to
the parties' making this agreement.
15. The parties will sign any document and do anything within their power
that is necessary to implement the terms of this agreement.
16. Time is of the essence of this agreement and is of the essence of any
amendments to this agreement unless its essence is waived in the
amendment.
17. This agreement is governed by the laws of British Columbia and must be
litigated in the courts of British Columbia.
18. This agreement enures to the benefit of and is binding on the parties
and their respective successors and permitted assigns.
19. This agreement may be executed in any number of separate counterparts
and delivered to the parties by fax. The counterparts together are
deemed to be one original document.
THE PARTIES' SIGNATURES below are evidence of their agreement.
WET COAST CAPITAL CORPORATION
Per: /s/ "RICK JEFFS"
------------------------------------
Authorized Signatory
Signed by GERRY DIAKOW in the presence of:
/S/ "ALITA M. CERRA" /S/ "GERRY DIAKOW"
- ------------------------------------------ ---------------------------------
Signature of Witness Gerry Diakow
ALITA M. CERRA
- ------------------------------------------
Name of Witness
- ------------------------------------------
Address of Witness
ASSIGNMENT AGREEMENT
THIS AGREEMENT dated for reference July 20, 1999, is BETWEEN WET COAST CAPITAL
CORPORATION, a British Columbia company, of Suite 420, 1090 West Pender Street,
Vancouver, British Columbia, V6E 2N7, and fax (604)682-6509 ("Wet Coast"); AND
CORBETT LAKE MINERALS, INC., a Nevada company, of Suite 1000, 355 Burrard
Street, Vancouver, B.C., V6C 2G8, and fax (604)687-0554 ("Corbett").
WET COAST has an option (the "Option") to purchase an undivided 100% interest in
the CP 1-12 mineral claims, Nicola Mining Division, British Columbia, Canada
(the "Property") by an agreement dated July 20, 1999, attached as Schedule A to
this agreement (the "Option Agreement") and has agreed to assign its entire
interest in the Option Agreement to Corbett; so IN CONSIDERATION of the recitals
and valuable consideration, the receipt and sufficiency of which are
acknowledged, the parties agree that:
1. The definitions in the recitals are part of this agreement.
2. This agreement is effective on July 20, 1999 (the "Effective Date").
3. Wet Coast irrevocably assigns its entire interest in the Option
Agreement to Corbett as of the Effective Date for US$10,000 (the
"Price").
4. Wet Coast represents and warrants that it may assign the Option
Agreement and that it has granted no other party any right to acquire
any of its interest in the Option Agreement.
5. Wet Coast represents and warrants that it has made the CDN$7,500 option
payment referred to in paragraph 3(b) of the Option Agreement.
6. Corbett acknowledges that in order to exercise the Option, it is
required to finance the work program on the Property referred to in
paragraph 3(a) of the Option Agreement.
7. Corbett acknowledges that this agreement was prepared by Jeffs &
Company, Law Corporation, on behalf of and solely for Wet Coast, and
that it may contain terms and conditions onerous to Corbett. Corbett
expressly acknowledges that Wet Coast has given Corbett adequate time
to review this agreement and to seek and obtain independent legal
advice, and represents to Wet Coast that it has in fact sought and
obtained independent legal advice and is satisfied with all of the
terms and conditions of this agreement.
8. This agreement contains the entire agreement between the parties and
supersedes all earlier representations, understandings and agreements,
whether written or oral, express or implied, that might have lead to
the parties making this agreement.
9. The parties will sign any document and do anything within their power
that is necessary to implement the terms of this agreement.
10. Time is of the essence of this agreement and of any amendments to this
agreement unless it is expressly waived in the amendment.
11. This agreement is governed by the laws of British Columbia and must be
litigated in the
<PAGE>
2
courts of British Columbia.
12. This agreement enures to the benefit of and is binding on the parties
and their respective successors and permitted assigns.
13. This agreement may be executed in any number of separate counterparts
and may be delivered to the parties by fax, and the counterparts
together are deemed to be one original document.
THE PARTIES' SIGNATURES below are evidence of their agreement.
WET COAST CAPITAL CORPORATION
Per:
/S/ "RICK JEFFS"
---------------------------------
Authorized Signatory
CORBETT LAKE MINERALS, INC.
Per:
/S/ "JASON JOHN"
---------------------------------
Authorized Signatory
