-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VLyFo9hKSkXiAB5zUJhcK/amwPVhbaYZGJFZkbxmjXKP8eUXSnBKmKMympO3Vqa+ iMOtLZqpoCy8Vity8u4K3Q== 0001005150-99-001123.txt : 19991214 0001005150-99-001123.hdr.sgml : 19991214 ACCESSION NUMBER: 0001005150-99-001123 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19991213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORBETT LAKE MINERALS INC CENTRAL INDEX KEY: 0001082540 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 912008331 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-28477 FILM NUMBER: 99773378 BUSINESS ADDRESS: STREET 1: 2500-1177 WEST HASTINGS ST STREET 2: VANCOUVER CITY: B C V6E 2K3 STATE: A1 BUSINESS PHONE: 6046870717 MAIL ADDRESS: STREET 1: 2500-1177 W HASTINGS ST STREET 2: VANCOUVER CITY: B C V6E 2K3 10SB12G 1 FORM 10SB12G 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. - -------------------------------------------------------------------------------- (Name of Small Business Issuer in its charter) Incorporated in the State of Nevada 91-2008331 ------------------------------------- --------------- (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 ---------------------------------------------------- -------- (Address of principal executive offices) (Zip Code) Issuer's telephone number (604 ) 687 - 0717 --------------------- 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 ------------------------------------------------- (Title of Class) Page 2 of 12 CORBETT LAKE MINERALS, INC. TABLE OF CONTENTS
PART I PAGE ----- 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
Page 3 of 12 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. Page 4 of 12 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. Page 5 of 12 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%)
----------------------- ------------------------------- ----------------------------- =============== (1) (2) (3) (4) TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS ----------------------- ------------------------------- ----------------------------- --------------- Jason John Common 301 - 2483 Yew Street 7,000,000 58.33% Capital Shares Vancouver, B.C. V6K 3H3 ----------------------- ------------------------------- ----------------------------- ---------------
[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
----------------------- ------------------------------- ----------------------------- --------------- (1) (2) (3) (4) TITLE OF CLASS NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT BENEFICIAL OWNER BENEFICIAL OWNER [1] OF CLASS ----------------------- ------------------------------- ----------------------------- --------------- 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) ----------------------- ------------------------------- ----------------------------- ---------------
[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. Page 6 of 12 (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). Page 7 of 12 (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
Long-term compensation -------------------------------------------------- Annual compensation Awards Payouts ------------------------- ----------- ----------- 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) - -------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- ----------- 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 - -------------------------- ------- --------- --------- ---------- ------------ -------------- ---------- -----------
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 Page 8 of 12 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. Page 9 of 12 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 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. Page 11 of 12 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
ITEMS 1 AND 2. INDEX TO AND DESCRIPTION OF EXHIBITS. Exhibit Description - --------- ------------ 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
Page 12 of 12 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 CORBETT LAKE MINERALS, INC. (AN EXPLORATION STAGE COMPANY) FINANCIAL STATEMENTS (EXPRESSED IN UNITED STATES DOLLARS) JUNE 30, 1999 [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 CORBETT LAKE MINERALS, INC. (An Exploration Stage Company) BALANCE SHEET (Expressed in United States Dollars) AS AT JUNE 30, 1999 ================================================================================ 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 ================================================================================
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. 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 ================================================================================ 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 ================================================================================
The accompanying notes are an integral part of these financial statements. 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
============================================================================================================================== Deficit Accumulated Common Stock Additional Stock During the ----------------------------- Paid-in Subscription Exploration Shares Amount Capital Receivable Stage Total -------------- -------------- -------------- -------------- -------------- -------------- 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 ============= ============= ============= ============= ============= =============
The accompanying notes are an integral part of these financial statements. 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 ================================================================================ 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 - ================================================================================
SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING AND INVESTING ACTIVITIES (Note 5) The accompanying notes are an integral part of these financial statements. 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. =================================================================================================================== Deficit accumulated during the exploration stage $ (3,379) ------------------------------------------------------------------------------------------------------------------- Working capital 24,154 ===================================================================================================================
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. 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. 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:
===================================================================================================================== 1999 --------------------------------------------------------------------------------------------------------------------- Tax benefit of net operating loss carryforward $ 325 Valuation allowance (325) ------------- $ - =====================================================================================================================
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. EX-2.1 2 EXHIBIT 2.1 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 EX-2.2 3 EXHIBIT 2.2 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 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 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 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 EX-2.3 4 EXHIBIT 2.3 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 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. 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. 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. 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. 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 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. 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 EX-6.1 5 EXHIBIT 6.1 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. 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. 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 EX-6.2 6 EXHIBIT 6.2 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 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 -----END PRIVACY-ENHANCED MESSAGE-----