SB-2

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HYBROOK RESOURCES CORP.

(Exact name of Registrant as specified in its charter)

Nevada	1400	02-0789714
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)
401 - 1917 West 4th Avenue Vancouver, B.C., Canada		V6T 1M7
(Name and address of principal executive offices)		(Zip Code)
Registrant's telephone number, including area code: 778-232-8833
Approximate date of commencement of proposed sale to the public:		As soon as practicable after the effective date of this Registration Statement.

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

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box |X|

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. |__|

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE (1)	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	AMOUNT OF REGISTRATION FEE
Common Stock	3,105,000	$0.25	$776,250	$98.35

⁽¹⁾   Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

COPIES OF COMMUNICATIONS TO:

The Corporate Law Center

Ronald Serota

2620 Regatta Dr., Suite 102 Las Vegas, NV 89128

(702) 869-0099 Fax: (702) 446-6071

SUBJECT TO COMPLETION, Dated April 20, 2007

PROSPECTUS

HYBROOK RESOURCES CORP

3,105,000

COMMON STOCK

INITIAL PUBLIC OFFERING

___________________

The selling shareholders named in this prospectus are offering up to 3,105,000 shares of common stock offered through this prospectus. We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities. We have set an offering price for these securities of $0.25 per share. This offering will expire on December 31, 2007 unless extended by the board of directors. The board of directors has discretion to extend the offering period for a maximum of an additional six months.

	Offering Price	Underwriting Discounts and Commissions	Proceeds to Selling Shareholders
Per Share	$0.25	None	$0.25
Total	$776,250	None	$776,250

Our common stock is presently not traded on any market or securities exchange. The sales price to the public is fixed at $0.25 per share until such time as the shares of our common stock are traded on the NASD Over-The-Counter Bulletin Board. Although we intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board, public trading of our common stock may never materialize. If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.

The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled "Risk Factors" on pages 6 to 15.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of This Prospectus Is: April 20, 2007

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Table of Contents

	Page
Summary	3
Risk Factors	6
Forward-Looking Statements	15
Use of Proceeds	15
Determination of Offering Price	15
Dilution	15
Selling Shareholders	16
Plan of Distribution	19
Legal Proceedings	20
Directors, Executive Officers, Promoters and Control Persons	20
Security Ownership of Certain Beneficial Owners and Management	22
Description of Securities	22
Interest of Named Experts and Counsel	26
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	26
Organization Within the Last Five Years	27
Description of Business	27
Plan of Operations	39
Certain Relationships and Related Transactions	43
Market for Common Equity and Related Stockholder Matters	43
Executive Compensation	46
Financial Statements	48
Changes in and Disagreements with Accountants	49
Available Information	49

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Summary

Hybrook Resources Corp.

We are in the business of mineral exploration and own the rights to explore property on which no minerals have yet been discovered. On April 4, 2007, we entered into a Property Option Agreement and paid approximately $1,720 to acquire an option to purchase an 85% interest in the Nor 1 Mineral Claim. We refer to the Nor 1 Mineral Claim as the Nor Claim. We do not have any ownership interest in the property that is covered by the Nor claim. This mineral claim consists of single tenures comprising a total of 25 cells. A cell is a measurement for the area of a mineral claim. A cell in our optioned mineral claim area is roughly square and encloses approximately 50 acres. Our 25 cell mineral claim option covers an area of approximately 1,301 acres or approximately 2.03 square miles. Our option on this property is currently unexercised. Under the terms of the Property Option Agreement, we will be able to exercise our option if we make aggregate payments of $18,900 to the optionor on or before March 31, 2009 and an additional $282,000 in aggregate exploration expenses on or before March 31, 2011. We can exercise our option at any time prior to March 31, 2011 if we pay $18,900 to the optionor and incur $282,000 in exploration expenses on the Nor mineral claim. We will either satisfy the payment terms of the Property Option Agreement in the time frame provided thereby resulting in us exercising this option or we will fail to satisfy the payment terms and be in default of the Property Option Agreement. If we are in default of the Property Option Agreement, the optionor can terminate Property Option Agreement if we fail to cure any default within 45 days after the receipt of notice of default. Our option will expire if we are in default of the Property Option Agreement and fail to cure any default within 45 days after the receipt of notice of default.

We acquired the Nor mineral claim option based upon a geological report prepared by Mr. Barry J. Price, BSc., P. Geo. of B.J. Price Geological Consultants Inc. The Property Option Agreement was entered into by our wholly-owned subsidiary, HRE Exploration Ltd. We refer to our subsidiary as HRE. The owner of the Nor mineral claim is Mr. William A. Howell, and Mr. Howell is the operator of the mineral claim. In order to keep the Nor mineral claim in good standing with the Province of British Columbia, the Province of British Columbia requires that before the expiry dates of the mineral claim that exploration work on the mineral claim valued at an amount stipulated by the government be completed together with the payment of a filing fee or payment to the Province of British Columbia in lieu of completing exploration work. William A. Howell, in his capacity as the property owner is responsible for filing all reports and information with the B.C. Mineral Titles Branch for the purpose of extending the expiry dates of the mineral claim. If we exercise our option, the payment of $18,900 to the optionor, Mr. William A. Howell, will not result in an extension of the expiry dates because that amount is a personal fee charged by Mr. Howell. Incurring $282,000 in exploration expenses will result in an extension of the expiry dates of the mineral claim for the maximum of 10 additional years provided that a report and annual filing fee not exceeding $210 is remitted to the Province of British Columbia. In the event that no exploration work is completed and a filing fee is paid to the Province of British Columbia in lieu of completing exploration work, the expiry dates of the mineral claim can be extended on an annual basis into perpetuity for a maximum of only 1 additional year.

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The Nor mineral claim is located approximately 15 miles north-east of the city of Mission which is located in the Fraser River valley in southwestern British Columbia. We expended approximately $4,400 in connection with our acquisition of an option on the Nor mineral claim.

Under the terms of the Property Option Agreement, William A. Howell will act as the operator and will oversee the initial phases of the mineral exploration project conducted on the Nor mineral claim. The Property Option Agreement obligates us to incur exploration expenditures of $12,000 on the first phase exploration program, which must be completed prior to March 31, 2008. In the event that we do not exercise our option, we will have no interest in the Nor mineral claim and will not be entitled to receive back any of the monies spent to maintain the option.

We have not commenced our planned exploration program, but anticipate that we will commence the first phase of our exploration program in June 2007. Prior to acquiring our option on the Nor mineral claim, we incorporated a wholly-owned subsidiary, HRE Exploration Ltd., a British Columbia corporation. Our subsidiary, which we refer to as HRE, was formed for the purpose of carrying out our mineral exploration program.

Our plan of operations is to conduct mineral exploration activities on the Nor mineral claim in order to assess whether these claim possess commercially exploitable mineral deposits. Our exploration program is designed to explore for commercially viable deposits of lead, zinc, gold and other metallic minerals. We have not, nor to our knowledge has any predecessor, identified any commercially exploitable reserves of these minerals on the Nor mineral claim. We are an exploration stage company and there is no assurance that a commercially viable mineral deposit exists on the Nor mineral claim.

Prior to acquiring an option to acquire the Nor mineral claim, we retained the services of B.J. Price Geological Consultants Inc. Mr. Barry Price, a principal of that firm prepared a geological report for us on the mineral exploration potential of the claim. Included in this report is a recommended first year exploration program with a budget of $12,000. Exploration costs are billed to us in Canadian dollars, but we will pay those costs in U.S. dollars. The value of Canadian dollars when converted into U.S. currency fluctuates. All dollar amounts provided in this prospectus are stated or quantified in U.S. currency. The dollar amounts provided in this prospectus assume of conversion price $0.86 U.S. dollars to every $1.00 in Canadian dollars.

The mineral exploration program, consisting of geological mapping and sampling, is oriented toward defining drill targets on mineralized zones within the Nor mineral claim.

Currently, we are uncertain of the number of mineral exploration phases we will conduct before we are able to determine whether there are commercially viable minerals present on the Nor mineral claim. Further phases beyond the current exploration program will be dependent upon a number of factors such as our consulting geological firm’s recommendations and our available funds.

Since we are in the exploration stage of our business plan, we have not earned any revenues from our planned operations. As of January 31, 2007, we had $108,054 cash on hand and liabilities in the amount of $20,364. Accordingly, our working capital position as of January 31, 2007 was $87,668.

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Since our inception through January 31, 2007, we have incurred a net loss of $20,386. We attribute our net loss to having no revenues to offset our expenses and the professional fees related to the creation and operation of our business. We have sufficient funds to take us through both a first and second year exploration program. Under the terms of the Property Option Agreement, we must incur $12,000 in aggregate exploration expenditures prior to March 31, 2008 and $24,000 in aggregate exploration expenditures prior to March 31, 2009. Our working capital will not be sufficient to enable us to perform exploration phases beyond the first and second years of our geological exploration programs on the property. Accordingly, we will require additional financing in the event that further exploration is needed.

Our fiscal year end is January 31.

We were incorporated on October 31, 2006, under the laws of the state of Nevada. Our principal offices are located at 401 - 1917 West 4^th Avenue, Vancouver, B.C., V6T 1M7, Canada. Our phone number is 778-232-8833.

The Offering

Securities Being Offered	Up to 3,105,000 shares of our common stock.
Offering Price and Alternative Plan of Distribution	The offering price of the common stock is $0.25 per share. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.
Minimum Number of Shares To Be Sold in This Offering	None

Securities Issued and to be Issued 9,685,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders. There will be no increase in our issued and outstanding shares as a result of this offering.

Use of Proceeds We will not receive any proceeds from the sale of the common stock by the selling shareholders.

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Summary Financial Information

Balance Sheet Data	From inception October 31, 2006, to our first fiscal year ended January 31, 2007 (Audited).
Cash	$	108,054
Total Assets	$	108,054
Liabilities	$	20,386
Total Stockholder’s Equity	$	87,688
Statement of Loss and Deficit		From inception October 31, 2006, to our first fiscal year ended January 31, 2007 (Audited).
Revenue	$	0
Loss for the Period	$	20,126

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our common stock are not publicly traded. In the event that shares of our common stock become publicly traded, the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related To Our Financial Condition and Business Model

If we do not obtain additional financing to fund our extensive exploration activities and operating expenses, we will be unable to complete all necessary exploration activities resulting in the failure of our business.

As of January 31, 2007, we had cash in the amount of $108,054. We have not generated any revenue since our inception and have incurred a net loss of $20,126 for the period from our inception on October 31, 2006 to January 31, 2007. Our current operating funds should be sufficient to cover the first and second year of our planned exploration program as well as providing funds for anticipated operating overheads, professional fees and regulatory filing fees. In order for us to perform any further exploration or testing beyond these first two exploration programs, we will need to obtain additional financing.

Under the terms of the Property Option Agreement, we will be able to exercise our option if we make aggregate payments totaling $18,900 to the optionor and incur an additional $282,000 in

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exploration expenses on or before March 31, 2011. Our proposed exploration program is anticipated to cost approximately $12,000 before March 31, 2008, $12,000 before March 31, 2009, $86,000 before March 31, 2010 and $172,000 before March 31, 2011. We anticipate that we will incur operating expenses of $47,830 over the next fourteen months. Assuming operating expenses remain consistent over the next four years, we anticipate that we will incur total costs of approximately $427,000 to complete our proposed exploration program over the next four years. As a result, we will require at least $340,000 to implement our business plan over the next four years. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors including the market prices for copper, lead, zinc, gold, silver and other metallic minerals and the costs of exploring for or commercial production of these materials. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. There is a significant risk to investors who purchase shares of our common stock because there is a risk that we may not be able to generate and/or raise enough resources to remain operational for an indefinite period of time.

Because we have only recently commenced business operations, we face a high risk of business failure due to our inability to predict the success of our business.

We have not commenced the initial stages of an exploration program on the Nor mineral claim. It is premature to evaluate the likelihood that we will be able to operate our business successfully. We were incorporated on October 31, 2006 and to date have been involved primarily in organizational activities, the acquisition of an option to purchase an interest in the Nor mineral claim, and obtaining a consulting geologist’s report on these mineral claim. We have not earned any revenues as of the date of this prospectus.

Because the probability of locating reserves that are commercially viable is remote, any funds expended on exploration will probably not be recovered.

The probability of our exploration programs proving successful in discovering commercially viable reserves is remote. In all probabilities, the mineral claim for which we have an option to acquire does not contain any reserves. Consequently, any funds expended upon exploration on our mineral claim will probably not be recovered.

Because we conduct our business through verbal agreements with consultants and arms-length third parties, there is a substantial risk that such persons may not be readily available to us and the implementation of our business plan could be impaired.

We have a verbal agreement with our consulting geologist that requires him to review all of the results from the exploration work performed upon the mineral claim that we have an option to purchase and then make recommendations based upon those results. In addition, we have a verbal agreement with our accountants to perform requested financial accounting services and our outside auditors to perform auditing functions. We have a verbal agreement with a firm that provides us with office space, telephone answering and secretarial services. Each of these functions requires the services of persons in high demand and these persons may not always be available. The

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implementation of our business plan may be impaired if these parties do not perform in accordance with our verbal agreement. In addition, it may be difficult to enforce a verbal agreement in the event that any of these parties fail to perform.

Because of the unique difficulties and uncertainties inherent in mineral exploration business, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral property that we plan to undertake. Surface and underground cave-ins and rock slides, and weather conditions such as extensive snowfall, and flooded creek and rivers can increase delay resulting in additional costs and expenses that may exceed current estimates.The search for valuable minerals also involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards for which we cannot insure or for which we may elect not to insure. At the present time, we have no coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position. In addition, there is no assurance that the expenditures to be made by us in the exploration of the mineral claim will result in the discovery of mineral deposits. We may be forced to revise our exploration program at an increased cost if we encounter unusual or unexpected formations. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts.

Because access to the Nor mineral claim may be restricted by winter inclement weather we may be delayed in our exploration

Access to the Nor mineral claim may be restricted through some of the year due to inclement winter weather in the area. The property is in southwestern British Columbia. The terrain is mountainous and the Nor mineral claim is subject to heavy snowfalls from mid November until the end of April and is subject to forest closures due to wild fires during the summer months. The claim is located near the headwaters of East Fork of Norrish Creek which runs through the property in a southwest to northeast direction.

The property is best accessed by paved highway to the town of Dewdney which is located on the North side of the Fraser River and is about a 2 hour drive from Vancouver. The property is located approximately 6 miles north of Hatzik Lake and can be accessed by a network of logging and mining roads. The condition of these roads varies throughout the year and four wheel drive vehicles are recommended for reaching the property.

During the winter months heavy snowfall can make it difficult to undertake work programs. Inclement weather in the winter months makes exploration activities unsafe and the planning of exploration activities unreliable. As a result, any attempt to test or explore the property is largely limited to the times when weather permits such activities. These limitations can result in significant delays in exploration efforts. Significant delays in exploration significantly increase the time that it would take to generate any operating revenues or ever achieve profitable operations.

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Because our executive officer does not have any significant training and/or experience in mineral exploration, our financial success could suffer irreparable harm as a result of their decisions and choices.

Mr. Les D. Scott, our sole officer and director, does not have any significant training or experience with exploring for, starting, and/or operating a mine. With no direct training or experience in these areas, our management may not be fully aware of many of the specific requirements related to working within this industry. Our management’s decisions and choices may fail to take into account standard engineering or managerial approaches mineral exploration companies commonly utilize. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry.

Because our management and operations are located outside of the United States, U.S. investors may face difficulty in effecting service of process against us and our executive officers or directors.

Currently, our sole officer and director named in this prospectus, Mr. Les D. Scott, is a Canadian resident. Furthermore, all or a substantial portion of his assets are located outside the United States. All of our operations are also located outside of the United States. As a result, it may not be possible for you to:

·   effect service of process within the United States upon us or our sole executive officer and director; or enforce judgments obtained in U.S. courts based on civil liability provisions of the U.S. federal securities laws against us or our sole executive officer and director; 

·   enforce judgments of U.S. courts based on civil liability provisions of the U.S. federal securities laws in the Canadian courts against judgments obtained against us or our sole executive officer and director; or

·   bring an action in the Canadian court to enforce liabilities based on the U.S. federal securities laws against us or our sole executive officer and director.

Because our president has only agreed to provide his services on a part-time basis, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Mr. Scott, our president and chief financial officer, devotes 5 to 10 hours per week to our business affairs. We do not have an employment agreement with Mr. Scott nor do we maintain a key man life insurance policy for him. Currently, we or our exploration subsidiary, HRE, do not have any full or part-time employees. If the demands of our business require the full business time of Mr. Scott, it is possible that Mr. Scott may not be able to devote sufficient time to the management of our business, as and when needed. If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.

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Because our president, Mr. Les D. Scott, owns 56.79% of our outstanding common stock, investors may find that corporate decisions influenced by Mr. Scott are inconsistent with the best interests of other stockholders.

Mr. Scott is our president, chief financial officer and sole director. He owns approximately 56.79% of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Mr. Scott may prevent or frustrate attempts to effect a transaction or series of transactions that is in the best interest of minority shareholders. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of Mr. Scott may differ from the interests of the other stockholders.

Because our president, Mr. Les D. Scott, owns 56.79% of our outstanding common stock, the market price of our shares would most likely decline if he were to sell a substantial number of shares all at once or in large blocks.

Our president, Mr. Les D. Scott owns 5,500,000 shares of our common stock which equates to 56.79% of our outstanding common stock. There is presently no public market for our common stock and we intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. If our shares are publicly traded on the over-the-counter bulletin board, Mr. Scott will be eligible to sell his shares publicly subject to the volume limitations in Rule 144 after October 31, 2008. The offer or sale of a large number of shares at any price may cause the market price to fall. Sales of substantial amounts of common stock or the perception that such transactions could occur, may materially and adversely affect prevailing markets prices for our common stock.

In the event that the recommendation of our consulting geologist favors further exploration and William A. Howell chooses not to remain the operator, we may not be able to find a party to perform this role on terms acceptable to us.

In the event that we exercise our option, the Property Option Agreement entered into on April 4, 2007 requires that we and a sole purpose company to be formed by our operator enter into a formalized joint venture. William A. Howell will be the initial operator of the optioned mineral claim and will have the option to remain as operator prior to our exercising the property option. Thereafter, Mr. Howell may choose not remain the operator. In the event that Mr. Howell no longer acts as the operator, we will have to seek out a candidate with similar qualifications to those of Mr. Howell. We may not be able to find a party to act as operator on terms acceptable to us. The failure to find an operator could delay further exploration and delay the implementation of our business plan.

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In the event that we are unable to successfully compete within the mineral exploration business, we may not be able to achieve profitable operations.

The mineral exploration business is highly competitive. This industry has a multitude of competitors and many competitors dominate this industry with respect to any of the large volume metallic minerals. Our exploration activities will be focused on the large volume metallic minerals of copper, lead, zinc, gold and silver. Many of our competitors have greater financial resources than us. As a result, we may experience difficulty competing with other businesses when conducting mineral exploration activities on the Nor mineral claim. If we are unable to retain qualified personnel to assist us in conducting mineral exploration activities on the Nor mineral claim if a commercially viable deposit is found to exist, we may be unable to enter into production and achieve profitable operations.

Due to numerous factors beyond our control which could affect the marketability of any substances found, we may be difficulty selling any substances if discovered.

Even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves. Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. These factors could inhibit our ability to sell minerals in the event that commercial amounts of minerals are found.

Risks Related To Legal Uncertainty

Because we will be subject to compliance with government regulation which may change, the anticipated costs of our exploration program may increase

There are several governmental regulations that materially restrict mineral exploration or exploitation. We will be subject to the Mining Act of British Columbia as we undertake our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. Currently, we have not experienced any difficulty with compliance of any laws or regulations which affect our business. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business, prevent us from carrying out our exploration program, and make compliance with new regulations unduly burdensome.

Because the Province of British Columbia owns the land covered by the Nor mineral claim, Native land claim might affect the title to the mineral claim or to British Columbia’s title of the property, and our business plan may fail.

We are unaware of any outstanding native land claim on the Nor mineral claim. Notwithstanding, it is possible that a native land claim could be made in the future. The federal and provincial government policy is at this time is to consult with all potentially affected native bands and other

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stakeholders in the area of any potential commercial production. In the event that we encounter a situation where a native person or group claim an interest in the Nor mineral claim, we may unable to provide compensation to the affected party in order to continue with our exploration work, or if such an option is not available, we may have to relinquish any interest that we may have in these claim. These costs and/or losses could be greater than our financial capacity and our business would fail.

Because the Province of British Columbia owns the land covered by the Nor mineral claim, our availability to conduct an exploratory program on the Nor mineral claim is subject to the consent of the Province of British Columbia and we can be ejected from the land and William A. Howell’s interest in the land could be refused.

The land covered by the Nor mineral claim is owned by the Province of British Columbia. The availability to conduct an exploratory program on the Nor mineral claim is subject to the consent of the Province of British Columbia. Notwithstanding our interest or William A. Howell’s interest in the Nor mineral claim, the Province of British Columbia can at any time eject either of us from the land and deny our interest in the land.

In order to keep the Nor mineral claim in good standing with the Province of British Columbia, the Province of British Columbia requires that before the expiry dates of the mineral claim that exploration work on the mineral claim valued at an amount stipulated by the government be completed together with the payment of a filing fee or payment to the Province of British Columbia in lieu of completing exploration work. In the event that these conditions are not satisfied prior to the expiry dates of the mineral claim, we will lose our interest in the mineral claim and the mineral claim will then become available again to any party that wishes to acquire this mineral claim. In the event that either we or William A. Howell are ejected from the land or our mineral claim expire, we will lose all interest that we have in the Nor mineral claim.

New legislation, including the Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or attract officers and directors.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

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Risks Related To This Offering

If a market for our common stock does not develop, shareholders may be unable to sell their shares.

A market for our common stock may never develop. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the bulletin board, or, if traded, a public market may not materialize. If our common stock is not traded on the bulletin board or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.

If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

The selling shareholders are offering 3,105,000 shares of our common stock through this prospectus. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall. The outstanding shares of common stock covered by this prospectus represent approximately 32.06% of the common shares outstanding as of the date of this prospectus.

If we issue shares of preferred stock with superior rights than the common stock registered in this prospectus, it could result in the decrease the value of our common stock and delay or prevent a change in control of us.

Our board of directors is authorized to issue up to 10,000,000 shares of preferred stock. Our board of directors has the power to establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges with respect to any series of preferred stock. The issuance of any shares of preferred stock having rights superior to those of the common stock may result in a decrease in the value or market price of the common stock. Holders of preferred stock may have the right to receive dividends, certain preferences in liquidation and conversion rights. The issuance of preferred stock could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of us without further vote or action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.

If our common stock is quoted on the over-the-counter bulletin board or traded and a public market for our common stock develops, short selling could increase the volatility of our stock price.

Short selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to cover the sale. The general objective of the person selling the shares short is to make a profit by buying the shares later, at a lower price, to cover the sale. Significant amounts of short selling, or the perception that a significant amount of short sales could

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occur, could depress the market price of our common stock. In contrast, purchases to cover a short position may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on over-the-counter bulletin board or any other available markets or exchanges. Such short selling if it were to occur could impact the value of our stock in an extreme and volatile manner to the detriment of our shareholders.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.

Because we will be subject to the “Penny Stock” rules once our shares are quoted on the over-the-counter bulletin board, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in "penny stocks" are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.

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If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the over-the-counter bulletin board,we will be required order to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the over-the-counter bulletin board. In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. The actual results could differ materially from our forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

The $0.25 per share offering price of our common stock was arbitrarily chosen by our board of directors. There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.

We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders.

Dilution

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

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Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 3,105,000 shares of common stock offered through this prospectus. The shares that the selling shareholders acquired from us were in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 and completed on January 31 2007;

The following table provides information regarding the beneficial ownership of our common stock held by each of the selling shareholders as of January 31, 2007, including:

1. the number of shares owned by each prior to this offering;

2. the total number of shares that are to be offered by each;

3. the total number of shares that will be owned by each upon completion of the offering;

4. the percentage owned by each upon completion of the offering; and

5. the identity of the beneficial holder of any entity that owns the shares.

The named party beneficially owns and has sole voting and investment power over all shares or rights to the shares, unless otherwise shown in the table. The percentages are based on 7,118,000 shares of common stock outstanding on January 31, 2007.

Name of Selling Shareholder	Shares Owned Prior to this Offering	Total Number of Shares to be Offered for Selling Shareholder Account	Total Shares to be Owned Upon Completion of this Offering	Percent Owned Upon Completion of this Offering
Joseph Richard Adams 81-1831 Robson Street Vancouver B.C. V6G 1E4	45,000	45,000	Nil	Nil
Christopher John Barry 320 Milton Avenue North Vancouver B.C. V7K 2B4	45,000	45,000	Nil	Nil
Klaus Bergmeier 2127 Ingram Rd. Blind Bay B.C. V0E 1H1	360,000	360,000	Nil	Nil
Jesse Bosman 3383 South Rd Gabriola Island B.C. V0R 1X7	45,000	45,000	Nil	Nil
Francine Bourassa 2012 Cortell Street North Vancouver B.C. V7P 2A5	45,000	45,000	Nil	Nil
Troy Anthony Busniuk 212-1745 West 12th Avenue Vancouver B.C. V6J 2E5	45000	45000	Nil	Nil

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Alexander John Cregan 3200 Bewicke Avenue North Vancouver B.C. V7N 4B8	180,000	180,000	Nil	Nil
Christine M Dyck 8- 1357 Barclay Street Vancouver B.C. V6E 1H6	45000	45,000	Nil	Nil
Janice Fuller 2310 Windecker Drive Gabriola Island B.C. V0R 1X7	270,000	270,000	Nil	Nil
Stephen Grice 310 East 2nd Avenue Vancouver B.C. V5T 1C1	45,000	45,000	Nil	Nil
John Edward Hamilton 655 Gardena Drive Coquitlam B.C. V3J 3W4	45,000	45,000	Nil	Nil
Hisanga Katsuyoshi 6653 Grant Street Burnaby B.C. V5B 2K9	360,000	360,000	Nil	Nil
Jason Ross Laidlaw 3637 West 3rd Avenue Vancouver B.C. V6R 1M1	45,000	45,000	Nil	Nil
Stephen G Lawton 215-7751 Minoru Blvd. Richmond B.C. V6Y 3G7	45,000	45,000	Nil	Nil
Lenora Anne LeMaitre 865 Brydie Rd Gabriola Island B.C. V0R 1X3	45,000	45,000	Nil	Nil
Joseph Gerard Lenoski 317-549 Columbia Street New Westminster B.C. V3L 1B3	45,000	45,000	Nil	Nil
Ward Robert MacAllister 189-2906 West Broadway Vancouver B.C. V6K 2G8	270,000	270,000	Nil	Nil
James Madhavan 7927 - 13th Avenue Burnaby B.C. V3N 2E8	45,000	45,000	Nil	Nil
Anna Justine Messinger 10-7184 Stride Avenue Burnaby B.C. V3N 1T7	45,000	45,000	Nil	Nil
Sean Moshenko 2017 Balaclava Street Vancouver B.C. V6K 4C3	45,000	45,000	Nil	Nil
Doralee Elaine Rake 548 - 1755 Robson Street Vancouver B.C. V6G 3B7	45,000	45,000	Nil	Nil

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Venkat Ram 4838 Sophia Street Vancouver B.C. V5V 3W6	360,000	360,000	Nil	Nil
Russell Brian Reiswig 1766 Morgan Avenue Port Coquitlam B.C. V3C 1J7	45,000	45,000	Nil	Nil
Lorraine June Seys P.O. 58 -2615 McKenzie Rd. Sorrento B.C. V0E 2W0	45,000	45,000	Nil	Nil
William Richard Evan Seys #203 - 4634 Hastings Street Burnaby B.C. V5C 2K5	45,000	45,000	Nil	Nil
Rnold Herbert Smith 403- 1833 Frances Street Vancouver B.C. V5L 1Z8	45,000	45,000	Nil	Nil
Wilson Mills Southam Pob. 101 4657 Lakeside Drive Terrace B.C. V8G 4A2	45,000	45,000	Nil	Nil
Brian George Tycho 8626 Saffron Place Burnaby B.C. V5A 4H9	270,000	270,000	Nil	Nil
Brett Peter Wilson 4420 Marine Drive West Vancouver B.C. V7W 2N8	45,000	45,000	Nil	Nil
Catharine Ya Fang Wong 7-3418 Adanac Street Vancouver B.C. V5K 5H5	45,000	45,000	Nil	Nil

None of the selling shareholders;

⁽¹⁾   has had a material relationship with us other than as a shareholder at any time within the past three years;

⁽²⁾   has been one of our officers or directors; or

⁽³⁾   are broker-dealers or affiliates of broker-dealers.

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Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

1.   on such public markets or exchanges as the common stock may from time to time be trading;

2.   in privately negotiated transactions;

3.   through the writing of options on the common stock;

4.   in short sales, or;

5.   in any combination of these methods of distribution.

We intend to contact an authorized Over-The-Counter Bulletin Board market-maker for sponsorship of our securities on the Over-The-Counter Bulletin Board. Currently, we or anyone acting on our behalf has requested or encouraged any broker-dealer to act as a market-maker for our securities. The sales price to the public is fixed at $0.25 per share until such time as the shares of our common stock become quoted on the NASD Over-The-Counter Bulletin Board or another exchange. Although we intend to apply for quotation of our common stock on the NASD Over-The-Counter Bulletin Board, public trading of our common stock may never materialize. If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board, or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

1. the market price of our common stock prevailing at the time of sale;

2. a price related to such prevailing market price of our common stock, or;

3. such other price as the selling shareholders determine from time to time.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.   one percent of the number of shares of the company's common stock then outstanding, which, in our case, will equal approximately 96,850 shares as of the date of this prospectus, or;

2.   the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

As of the date of this prospectus, no selling shareholder has held their shares for more than one year. Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

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As of the date of this prospectus, one person who is an affiliates holds 100% of the total shares that may be sold, at least partially, pursuant to Rule 144 after October 31, 2008. In addition, three other shareholders hold stock that may be sold, at least partially, pursuant to rule 144 after January 31, 2008.

The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealer participating in such transactions as an agent may receive a commission from the selling shareholders or from such purchaser if they act as agent for the purchaser. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1. not engage in any stabilization activities in connection with our common stock;

2. furnish each broker or dealer through which common stock may be offered, such copies of this

prospectus, as amended from time to time, as may be required by such broker or dealer; and;

3. not bid for or purchase any of our securities or attempt to induce any person to purchase any of

our securities other than as permitted under the Securities Exchange Act.

Legal Proceedings

We are not currently a party to any legal proceedings.

Our agent for service of process in Nevada is Boyce & Gianni, LLP, 1701 Green Valley Parkway, #8-A, Henderson, NV, 89074.

Directors, Executive Officers, Promoters And Control Persons

Our executive officers and directors and their respective ages as of April 20, 2007 are as follows:

Director:

Name of Director	Age
Les D. Scott	55

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Executive Officers:

Name of Officer	Age	Office
Les D. Scott	55	President, Chief Executive Officer, & Chief Financial Officer

Set forth below is a brief description of the background and business experience of executive officers and directors.

Mr. Les D. Scott has been our president, chief financial officer, and our sole director since inception on October 31, 2007. Since our incorporation, Mr. Scott spends approximately 5 to 10 hours per week on the affairs of our company. Mr. Scott is the proprietor of Les D. Scott Agencies, a Vancouver based proprietorship which acts as an Other Equipment Manufacturers’ Agent for the manufacturing industry and as a Manufactures’ Agent for the mining and oil and gas exploration and production industries and construction industry. Mr. Scott has operated this proprietorship for over 20 years.

We presently do not pay our sole officer and director any salary or consulting fee.

Term of Office

Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees and Les D. Scott is our only employee.

We conduct our business through verbal agreements with consultants and arms-length third parties. Current arrangements in place include the following:

1.   A verbal agreement with our firm of consulting geologists , B.J. Price Geological Consultants Inc., which provides that the firm will review all of the results from our exploratory work performed upon the site and make recommendations based on those results in exchange for payments equal to the usual and customary rates received by geologists performing similar consulting services. The rates charged by geological firms with a professional background consistent B.J. Price’s credentials range from between $430 to $860 per day plus travel costs and other out-of-pocket disbursements. We paid our consulting geologist approximately $2,700 for the preparation of the initial Geological Report. Mr. Barry Price of B.J. Price Geological Consultants Inc. has advised us that the cost of his interim report upon the completion of our first year exploration program will be approximately $430.

2.   Verbal agreements with our accountants to perform requested financial accounting services.

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3.   Verbal agreements with auditors to perform audit functions at their respective normal and customary rates.

4.   A verbal agreement with Halkatt Management Ltd., commencing in April, 2007, to provide us with office space, telephone answering and secretarial services on a month to month basis at a rate of $1,000 per month. There is no relationship between our sole officer and director, Mr. Scott, and Halkatt Management Corp.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of April 20, 2007, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:

Title of Class	Name and address of beneficial owner	Number of Shares of Common Stock	Percentage of Common Stock (1)
Common Stock	Les D. Scott Director, President and Chief Financial Officer 401 - 1917 West 4th Avenue Vancouver, B.C, V6T 1M7 Canada	5,500,000	56.79%
Common Stock	All Officers and Directors as a Group (one person)	5,500,000	56.79%

⁽¹⁾   The percent of class is based on 9,685,000 shares of common stock issued and outstanding as of April 20, 2007.

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

Description of Securities

Our authorized capital stock consists of 90,000,000 shares of common stock, with a par value of $0.001 per share, and 10,000,000 shares of preferred stock, with a par value of $0.001 per share. As of April 20, 2007, there were 9,685,000 shares of our common stock issued and outstanding. Our shares are held by thirty four (34) stockholders of record. We have not issued any shares of preferred stock.

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Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.

In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

Our board of directors is authorized by our articles of incorporation to divide the authorized shares of our preferred stock into one or more series, each of which must be so designated as to

distinguish the shares of each series of preferred stock from the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock including, but not limited to, the following:

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1.   The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number, letter or title;

2.   The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative rights of priority, if any, of payment of dividends on shares of that series;

3.   Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

4.   Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors determines;

5.   Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

6.   Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

7.   The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series;

8.   Any other relative rights, preferences and limitations of that series.

Provisions in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control

Our Articles of Incorporation authorize our board of directors to issue a class of preferred stock commonly known as a "blank check" preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund

provisions; redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred stock.

In each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy

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contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of director's authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.

Dividend Policy

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

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Transfer Agent

Our transfer agent is Pacific Stock Transfer Company. and their offices are located at 500 E. Warm Springs Rd., Suite 240, Las Vegas, Nevada 89119. The telephone number for Pacific Stock Transfer Company is 702-433-1979.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the

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State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

Interests of Named Experts and Counsel

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

Ronald Serota of The Corporate Law Center, our independent legal counsel, has provided an opinion on the validity of our common stock.

Amisano Hansen, independent chartered accountants, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. Amisano Hansen has presented their report with respect to our audited financial statements. The report of Amisano Hansen is included in reliance upon their authority as experts in accounting and auditing.

The firm of, B.J. Price Geological Consultants Inc., our consulting geological firm, has provided us with a geological evaluation report of the mineral claim. We deal with that firm on a flat rate consulting fee basis. Prior to our exercise of the option, William A. Howell will be the operator of the mineral claim. Neither William A. Howell nor the firm of, B.J. Price Geological Consultants Inc. or any of its principals has an interest nor do they expect any interest in our securities.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion

of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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Organization within the Last Five Years

We were incorporated on October 31, 2007 under the laws of the state of Nevada. On December 7, 2006, we formed a wholly subsidiary known as HRE Exploration Ltd. (“HRE”), a British Columbia corporation. HRE was formed to conduct our exploration business within the Province of British Columbia. On April 4, 2007, we entered into an Option Agreement between HRE and William A. Howell and acquired an option to purchase an 85% interest in the Nor mineral claim, located in the southwestern portion of the Province of British Columbia. Under the terms of that agreement, Mr. Howell is the operator of the exploration program that is to be conducted on the claim. The Property Option Agreement sets forth each party's rights and responsibilities relating to both the exploration and potential mining stages of the operations to be conducted on the Nor mineral claim.

We have not acquired any assets from Mr. Scott. Other than Mr. Scott’s purchase of 5,500,000 shares of our common stock on October 31, 2006, at a price of $0.01 per share, Mr. Scott has not acquired from us anything of value either directly or indirectly.

Description of Business

Principal Place of Business

Our principal business address is 401 - 1917 West 4^th Avenue, Vancouver, B.C., Canada V6T 1M7. Halkatt Management Ltd. currently provides us with telephone answering, secretarial and mail services from its location at a rate of $1,000 per month. This arrangement is on a month-to-month basis with no formal written agreement in place.

In General

We are an exploration stage company that intends to engage in the exploration of a mineral property. We have acquired an option to purchase an interest in 25 mineral claim cells that we refer to as the Nor mineral claim. There are no known mineral reserves on the Nor mineral claim. Exploration of these mineral claim is required before a final determination as to their viability can be made. We have not commenced our mineral exploration program and anticipate that we will commence the initial phase of our exploration program in May 2007. Our option on this property is currently unexercised. In the event that we do not exercise our option, we will have no interest in the Nor mineral claim and will not be entitled to receive back any monies spent to maintain the option.

There is evidence of prior exploration work on the Nor mineral claim. The fact that there was

minimal bedrock exposure has hindered previous exploration efforts on the Nor mineral claim and there are no known mineral occurrences within the mineral claim area.

Our plan of operations is to carry out exploration work on the claim in order to ascertain whether it possess commercially exploitable quantities of copper, lead/zinc, gold and silver. We will not be able to determine whether or not the Nor mineral claim contains a commercially exploitable

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mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

Our first year exploration program has not commenced. Our geologist will produce a geological report to disclose the results of the initial phase of our exploration program and recommendations regarding further exploration. This report is anticipated to be available in August 2007. Once we receive the results of our first exploration program, our board of directors in consultation with our consulting geologist will assess whether to proceed with further exploration. Our initial program will cost approximately $12,000. In the event that the second year of our exploration program is undertaken, the costs are expected to be similar to the first exploration program. If a second year exploration program is undertaken, our consulting geologist’s report should be available by August 2008. The existence of commercially exploitable mineral deposits in the Nor mineral claim is unknown at the present time and we will not be able to ascertain such information until we receive and evaluate the results of our exploration program.

Acquisition of an option to purchase an interest in the Nor mineral claim and the property operating agreement.

The Nor mineral claim are comprised of 25 cells of approximately 50 acres per cell. The entire area enclosed by the mineral claim is approximately 1,301 acres, or approximately two square miles. Mr. William A. Howell is the owner of the claim. The claim is in good standing with the Province of British Columbia until March 9, 2008.

In order to extend the expiry dates of a mineral claim, the British Columbia government requires either (1) completion of exploration work on the mineral claim valued at an amount stipulated by the government and the payment of a filing fee; or (2) payment to the Province of British Columbia in lieu of completing exploration work to maintain the mineral claim. When exploration work valued at an amount stipulated by the government is completed and a filing fee is remitted to the Province of British Columbia, the expiry dates of the mineral claim can be extended for a maximum of 10 additional years. In the event that no exploration work is completed and a filing fee is paid to the Province of British Columbia in lieu of completing exploration work, the expiry dates of the mineral claim can be extended for a maximum of only 1 additional year.

Under the terms of the Property Option Agreement between Mr. William A. Howell and HRE, our wholly owned mining exploration subsidiary, we acquired an option to acquire an 85% interest in the Nor mineral claim.

Under that Agreement, we paid Mr. Howell an initial sum of $1,700 to acquire the option and are required to pay him $17,200 prior to March 31, 2009 These payments are personal fees charged by Mr. Howell. In addition, we must incur $12,000 in exploration expenditures prior to March 31, 2008, $12,000 prior to March 31, 2009, $86,000 prior to June 30, 2010, and $172,000 prior toMarch 31, 2011 Under the terms of the Property Option Agreement, we will be able to exercise our option if we make aggregate payments of $18,900 to the optionor and an additional $282,000 in exploration expenses on or before March 31, 2011. We can exercise our option at any time prior to March 31, 2011 if we pay $18,900 to Mr. Howell and incur $282,000 in exploration expenses on

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the Nor claim. We will either satisfy the payment terms of the Property Option Agreement in the time frame provided thereby resulting in us exercising this option or we will fail to satisfy the payment terms and be in default of the Property Option Agreement. If we are in default of the Property Option Agreement, the optionor can terminate Property Option Agreement if we fail to cure any default within 45 days after the receipt of notice of default. Our option will expire if we are in default of the Property Option Agreement and fail to cure any default within 45 days after the receipt of notice of default.

Under the Property Option Agreement, we will acquire an 85% interest in the Nor mineral claim and Mr. Howell will hold the remaining 15% interest if we exercise our option. Mr. Howell is the operator of the Nor mineral claim, and as the owner of the mineral claim, Mr. Howell is responsible for maintaining the mineral claim in good standing with the B.C. Mineral Titles Branch. Mr. Howell is responsible for conducting the exploration activities on the property in accordance with the B.J. Price Geological Consultants Inc. Geological Report, dated March 30, 2007. Between research, mobilization, demobilization and a site visit, Mr. Howell is expected expend one to two weeks for the first year exploration phase and additional one to two weeks during the second year

of our exploration phase. The amount of Mr. Howell’s time required past these phases cannot be determined at this time.

We selected the Nor mineral property based upon a geological report prepared by our geological consultants firm. In the report, B.J. Price Geological Consultants Inc. recommended that we launch an initial exploration program on these claim which will cost us approximately $12,000. The terms of the Property Option Agreement require us to incur an additional $12,000 in mineral exploration expenses on the Nor mineral claim prior to March 31, 2009.

The terrain is mountainous and the vegetation is typical of a west coast marine climate. There are extensive stands of Fir, Hemlock and Cedar, parts of which have been harvested. The logged areas are approximately 12 years old and are extensively covered with small bushes, shrubs and juvenile trees, all of which appear to be products of natural re-seeding. The claim is located near the headwaters of East Fork of Norrish Creek which runs through the property in a southwest to northeast direction.

Mr. Howell has not commenced the fieldwork required for the first phase of our mineral exploration program. We expect that this work will be commenced prior to June 2007.

Upon the completion of the first and second year exploration phase, we intend to request that the firm of B.J. Price Geological Consultants Inc. review the results of the exploration program and report back to us with recommendations, if any, with regard to further exploration programs. Further phases beyond the first and second year of our exploration program will be dependent upon a number of factors such as B.J. Price Geological Consultants Inc.’s recommendations based upon ongoing exploration program results and our available funds.

In the event that we exercise our option, the Property Option Agreement requires that we and a sole purpose company to be formed by Mr. William A. Howell will enter into a formalized joint venture. We have not entered into such an agreement at the present time and the terms discussed herein are a discussion of the expected terms of such proposed joint venture agreement. In the

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event that Mr. Howell chooses not remain the operator past the Property Option Agreement earnin period and provided that our board of directors and the recommendations of our consulting geological firm favors further exploration, we intend to seek out a candidate with similar qualifications to those of Mr. Howell and form a new joint venture with such persons or parties.

The purpose of the proposed joint venture will be to further explore the property containing the Nor mineral claim with the eventual goal of putting the property into commercial production should both a feasibility report recommending commercial production be obtained and a decision to commence commercial production be made. The feasibility report refers to a detailed written report of the results of a comprehensive study on the economic feasibility of placing the property or a portion of the property into commercial production. It is possible that results may be positive from the exploration program, but not sufficiently positive to warrant proceeding at a particular point in time. World prices for minerals may dictate not proceeding. Due to the fluctuation in the prices for minerals, it is also possible that mineral exploration ventures may not be profitable resulting in our inability to attract funding from investors to finance further exploration.

Under the terms of the proposed joint venture agreement, both parties agree to associate and participate in a single purpose joint venture to carry out the project. Beneficial ownership of the property remains in each party’s name proportional to its respective interest. Subsequent to the initial exploration program costs that we will bear, future costs are to be met by each party in proportion to its interest.

If we exercise our option and the joint venture if formed, our initial interest in the joint venture shall be 85% and Howell’s company to be formed, which we refer to as Howellco, will be 15%. The interest of each party may be reduced and the other party’s interest increased by an amount equal to the share of the exploration costs they would be obliged to pay. If the interest of either us or Howellco is reduced to less than 5%, then that party will be deemed to have assigned their interest to the other party, and their sole remuneration and benefit from the proposed joint venture agreement will be a Royalty equal to 2½% of the net profits. The respective interest of each party in the joint venture could be increased or decreased form time to time if any or all of the following events occur: (1) a party fails to pay its proportionate share of the costs; (2) a party elects not to participate in the program, and/or; (3) a party elects to pay less than its proportionate share of the costs for a program. If these terms operate to cause a party’s interest in the Nor mineral claim to be reduced to 5% or less, that party will assign and convey its interest to the other party and will receive a royalty equal to 2½ % of the net profits of production.

The Property Option Agreement provides that Mr. Howell, as the initial operator, will have the same rights, duties, and responsibilities in the event that he was the operator under the proposed Joint Venture Agreement.

The operator has the full right, power and authority to do everything necessary or desirable to carry out a program and the project and to determine the manner of exploration of the property. A management committee consisting of one representative of each party will oversee the operator and manage or supervise the management of the business and affairs of the joint venture. Each representative may cast that number of votes that is equal to that party’s interest. A simple majority of the management committee prevails and the management committee’s decisions made in

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accordance with the proposed joint venture agreement are binding on all parties. The proposed Joint Venture Agreement contemplates that the agreement will stay in effect for so long as any part of the property or project is held in accordance with the agreement, unless earlier terminated by agreement of all parties.

Description and Location of the Nor mineral claim

The Nor mineral claim is located within the New Westminster Mining Division of British Columbia

Latitude: 49 deg 16’33’’N

Longitude: 122 deg 03’02’’W

Title	Name	Owner	Expiry	Status	Cells	Area (Hectares)
553972	NOR 1*	112364**	March 9, 2008	GOOD	25	527***

*We refer to the NOR 1 mineral claim as the Nor mineral claim

**Owner 112364 is William A. Howell

***527 hectares is equivalent to approximately 1,302 acres or approximately 2 square miles.

The Province of British Columbia owns the land covered by the Nor mineral claim. Currently, we are not aware of any native land claim that might affect the title to the mineral claim or to British Columbia’s title of the property. Although we are unaware of any situation that would threaten these claim, it is possible that a native land claim could be made in the future. The federal and provincial government policy at this time is to consult with all potentially affected native bands and other stakeholders in the area of any potential commercial production. If we should encounter a situation where a native person or group claim and interest in these claim, we may choose to provide compensation to the affected party in order to continue with our exploration work, or if such an option is not available, we may have to relinquish any interest that we hold in these claim.

As owner, it is William A. Howell’s responsibility to keep the Nor mineral claim in good standing with the Province of British Columbia. Prior to the expiry dates listed above, Mr. Howell plans to file for an extension of the Nor mineral claim. In order to extend the expiry dates of a mineral claim, the government requires either (1) completion of exploration work on the mineral claim valued at an amount stipulated by the government and the payment of a filing fee; or (2) payment to the Province of British Columbia in lieu of completing exploration work to maintain the mineral claim. Currently, an exploration work value of approximately $1,810 is required during each of the first three years after our mineral claim were acquired and an exploration work value of approximately $3,620 is required in subsequent years. In addition, we must pay a cash reporting fee of $0.89 per acre every time a report is filed. For example, exploration expenditures on the Nor claim must be completed and filed with the Province in the amount of approximately $1,810 by March 9, 2008 plus a filing fee of approximately $210 or this amount must be paid to the Province of British Columbia by March 9, 2008. Similarly, with regard to the Nor mineral claim, exploration expenditures in the same amounts plus the annual filing fee of $210 as above must be completed and filed with the Province by the corresponding dates in 2008 and in 2009 or this amount must be paid to the province by those corresponding dates. A maximum of ten years of work credit may be filed on a claim. Incurring $282,000 in exploration expenses will result in an extension of the expiry dates of the mineral claim for the maximum of 10 additional years provided that a report and filing fee of approximately $210 is remitted to the Province of British Columbia. In the event that

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no exploration work is completed and a filing fee is paid to the Province of British Columbia in lieu of completing exploration work, the expiry dates of the mineral claim can be extended only on an annual basis into perpetuity for a maximum of only 1 additional year. If the required exploration work expenditure is not completed and filed with the Province in any year or if a payment is not made to the Province of British Columbia in lieu of the required work within this year, the mineral claim will lapse and title with revert to the Province of British Columbia.

Geological Exploration Program in General

We have engaged the firm of B.J. Price Geological Consultants Inc. to prepare a Geological Report on the Nor mineral claim. Upon the conclusion of both our first and second year exploration program, we will engage the services of our geological consulting firm to review the findings of our first two years of exploration on the Nor Mineral Claim and to make recommendations, if any, with regard to future exploration programs.

Mr. Barry J. Price, the principal officer and director of B.J. Price Geological Consultants Inc., is a graduate of the University of British Columbia where he obtained a B.Sc. Degree in Honors Geology in 1965 and subsequently obtained a Master of Science degree in Economic Geology from the University of British Columbia in 1972. He is a member of the Association of Professional Engineers and Geoscientists of British Columbia. He has practiced his profession continuously since 1972.

The property that is the subject of the Nor mineral claim is undeveloped and does not contain any open-pit or underground mines which can be rehabilitated. There is no commercial production plant or equipment located on the property that is the subject of the mineral claim. There is no power supply to the mineral claim.

We have not commenced the first year exploration phase. Our exploration program is exploratory in nature and there is no assurance that mineral reserves will be found. The details of the Geological Report are provided below.

Nor Mineral Claim Location and Access

The claim is located at geographic coordinates 49deg. 15 min.N and 015’N, 122deg. 02min. W on the headwaters of the East Fork of Norrish Creek. Norrish Creek drains into the Fraser River near the city of Mission B.C. The claim is located about 9 miles east of the city of Mission, B.C. by paved highway to Hatzic Lake and then by about 6 miles of unpaved logging and mining roads following Norrish Creek in a northerly direction, 4 wheel-drive vehicles are recommended for reaching the mineral claim over the unpaved portion of the road.

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Physiography

The claims lie within the southern Coast Range complex of British Columbia. Elevations on the property vary between 1,800 feet and 3,600 feet. The vegetation is typical of a west coast marine climate. There are extensive stands of Fir, Hemlock and Cedar, parts of which have been harvested. The logged areas are now approximately 12 years old and are extensively covered with small bushes, shrubs and juvenile trees, all of which appear to be products of natural re-seeding.

Climate

The mineral claim which is located just to the north of the Fraser River valley, lies within the effect of the Pacific Ocean, and has wet cool winters and warm summers. Depending on local snow conditions during the winter months and wild fire conditions during the summer months, the property can be explored most of the year.

Local Resources and Logistics

The property lies very close to the cities of Mission B.C. and Maple Ridge B.C. which are located in the Fraser River valley. The mineral claim can be reached in about 2 hours driving time from Vancouver, B.C. All supplies and services are available in Vancouver or in Mission. Numerous Hotels and Motels are located within 12 miles of the mineral claim. There is no power at the property, but adequate water exists for drilling.

Nor Mineral Claim Geological Report, Dated March 30, 2007

A primary purpose of the geological report was to review information from the previous exploration of the mineral claims and to recommend exploration procedures to establish the feasibility of a mining project on the mineral claims. The summary report listed results of the history of the exploration of the mineral claims, the regional and local geology of the mineral claims and the mineralization and the geological formations identified as a result of the prior exploration. The summary report also gave conclusions regarding potential mineralization of the mineral claims and recommended a further geological exploration program.

Exploration History of the Mineral Claims

The history of the exploration of the mineral claims is summarized in the report that we obtained from our geological consultants; B.J. Price Geological Consultants Inc. The following summary of the exploration history of the mineral claims is based on our consultants’ description.

Any work done prior to 1974 is not well documented. The original claim was staked about 1969 and Copper was first discovered on the Nor property in 1969. During the ensuing years, prospecting was carried out and several showings were drilled and blasted. In 1970 Harrison Copper Mines Ltd. staked adjoining mineral claims and acquired an option on the Nor property. During 1970, Geo-X Surveys Ltd. carried out an airborne geophysical survey and in 1971 a further

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ground based geophysical survey and soil geochemistry work was done and three diamond drill holes. The location of these drill holes is unknown.

1971 Diamond Drilling Program.

There is little information on the drilling that was done, except that the three shallow holes were drilled in 1971. These three holes totaled 915 feet. The locations of these holes is unknown to our firm of geological consultants but drill hole #2 intersected 0.53% Copper over 15.5 feet at a depth of between 98 and 113.5 feet. The location of the core is not known, although evidence of the drilling can be found in the bush.

1974 Ground Based Geophysical and Geochemical Survey.

The surveys were carried out in the month of September 1974 over a group of claims which were then called the Logan group and which included the Nor claim. The number of geophysical lines surveyed was 3.2 miles and the number of soil samples accumulated was 152. A survey grid was cut out of the bush and picketed. The survey baseline ran in a magnetic north/south direction and the survey cross lines were placed at 200 ft intervals in a magnetic east/west direction. The survey stations were marked at 100 foot intervals.

On the soil geochemistry survey all samples were analyzed for copper, zinc, bismuth and silver. Three mineralized anomalous areas were indicated from the soil geochemistry and these correlated well with the geophysical survey results. The anomalies correlate with known mineralization in place and therefore is strongly indicative of copper mineralization.

1976 Geological Mapping

In 1976 a program of geological mapping was carried out in considerable detail. Following this work, the geologist then in charge recommended a work program of trenching and rotary percussion and diamond drilling, which was never done.

1979 Option to a Major Mining Firm

In 1979 the property was optioned to Chevron Minerals Ltd. In 1980 a program of test pitting, prospecting and mapping under the supervision of William A. Howell, the present owner. Following this Chevron Minerals abandoned the option as they were reducing their presence in British Columbia.

From 1980 to the present, little or no work has been done on the property.

Conclusions

After a careful review of all data, our geological consulting firm feels that the mineral claim is deserving of additional work to determine:

·   if other mineralization centers are present.

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·   the extent of copper mineralization over the property with a view to drilling a number of diamond drill holes.

General recommendations for the property are:

1.   Prospecting and remapping the mineral claim in detail using the maps created in 1974 and the maps created in 1980 by William Howell as a guide.

2.   Investigate the known showings and resample where outcrop is adequate

3.   Further determine over what area mineralization is present.

4.   Compile all previous data by reduction to a common base map at an appropriate scale.

5.   Check the adjacent creeks and roads for any extensions of the mineralization.

6.   On the basis of the above detailed inspection and review, determine whether diamond drilling is warranted.

Recommendations

Our geological consultants recommend an exploration program on the Nor mineral claim to test for the presence to both large body type mineral deposits and for vein type precious metal deposits. A limited program of mapping will be required prior to definition of targets. In addition, prior to diamond drilling of defined targets, additional geological or geochemical surveys may be necessary, contingent upon successful results from these surveys.

Exploration Budget

Our geological consultants have proposed a budget for the initial phase of exploration on the Nor mineral claim, consisting of a mapping and sampling program, as follows:

PHASE 1	AMOUNT ($US)
Geological Supervision, mapping	2,600
Geochemical data compilation, Base map preparation.	2,600
Sampling, assaying	1,900
Food & Lodging	500
Vehicles, fuel, maintenance	400
Misc field supplies	170
Maps	2,600
Contingency	1,230
TOTAL	$12,000

We plan to proceed with the initial exploratory work as recommended. Upon completion and our review of the results of this phase we will assess whether the results are sufficiently positive to warrant additional phases of an exploration program. We will make this decision to proceed with further programs based upon our consulting geologists firm’s review of the results and recommendations. This assessment will include an assessment of the price of minerals and the

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market for financing of mineral exploration projects at the time of our assessment. The assessment will be conducted by our geological consulting firm. The cost is expected to be approximately $430.

Competition

The mineral exploration industry, in general, is intensively competitive and even if commercial quantities of reserves are discovered, a ready market may not exist for the sale of the reserves. Most companies operating in this industry are more well-established are have greater resources to engage in the production of mineral claim. We were incorporated on October 31, 2006 and our operations are not established. Our resources at the present time are limited. As a result of continuing losses, we may exhaust all of our resources and be unable to complete the exploration of the Nor mineral claim. There is also significant competition to retain qualified personnel to assist in conducting mineral exploration activities. If a commercially viable deposit is found to exist and we are unable to retain additional qualified personnel, we may be unable to enter into production and achieve profitable operations. These factors set forth above could inhibit our ability to compete with other companies in the industry and entered into production of the mineral claim if a commercial viable deposit is found to exist.

Numerous factors beyond our control may affect the marketability of any substances discovered. These factors include market fluctuations, the proximity and capacity of natural resource markets and processing equipment, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection.

The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result our not receiving an adequate return on invested capital.

Mines that produce at a cost higher than the market price generally cease operations whereas lower cost producers prosper. In the event a commercial viable deposit is found to exist, our method of competition will be to produce a lower cost that market. We will be forced to cease options if we are unable to produce at a cost higher than market price.

Compliance with Government Regulation

If we progress to the production phase, production of minerals in the Province of British Columbia will require prior approval of applicable governmental regulatory agencies. We cannot be certain that such approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known in advance.

The main agency that governs the exploration of minerals in the Province of British Columbia, Canada, is the Ministry of Energy and Mines.

The Ministry of Energy and Mines manages the development of British Columbia's mineral resources, and implements policies and programs respecting their development while protecting the environment. In addition, the Ministry regulates and inspects the exploration and mineral production industries in British Columbia to protect workers, the public and the environment.

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The material legislation applicable to HRE is the Mineral Tenure Act, which is administered by the Mineral Titles Branch of the Ministry of Energy and Mines. The initial phase of our exploration program will consist of the assay analysis of rock samples and a geological ground survey. The practice in ritish Columbia under this act has been to request permission for such a program in a letter to the B.C. Ministry of Energy and Mines. Permission is usually granted within one week. Should a follow-up exploration program be undertaken, it would probably be intended to refine information garnered in the first phase employing the same methods of exploration.

The B.C. Ministry of Energy and Mines administers the Mines Act, the Health, Safety and Reclamation Code and the Mineral Exploration Code. Ongoing exploration programs likely will be expanded to include activities such as line cutting, machine trenching and drilling. In such circumstance, a reclamation deposit is usually required in the amount of $3,000 to $5,000. The process of requesting permission and posting the deposit usually takes about 2 weeks. The deposit is refundable upon a Ministry of Energy and Mines inspector’s determination that the exploration program has resulted in no appreciable disturbance to the environment.

The Mineral Tenure Act and its regulations govern the procedures involved in the location, recording and maintenance of mineral and placer titles in British Columbia. The Mineral Tenure Act also governs the issuance of mining leases, which are long term entitlements to minerals, designed as production tenures. At this phase in the process, a baseline environmental study would have to be produced. Such a study could take many months and cost in excess of $100,000. ll mineral exploration activities carried out on a mineral claim or mining lease in British Columbia must be in compliance with the Mines Act. The Mines Act applies to all mines during

exploration, development, construction, production, closure, reclamation and abandonment. Additionally, the provisions of the Health, Safety and Reclamation Code for mines in British Columbia contain standards for employment, occupational health and safety, accident investigation, work place conditions, protective equipment, training programs, and site supervision. Also, the Mineral Exploration Code contains standards for exploration activities including construction and maintenance, site preparation, drilling, trenching and work in and about a water body.

Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. If the exploration activities require the falling of timber, then either a free use permit or a license to cut must be issued by the Ministry of Forests. Items such as waste approvals may be required from the Ministry of Environment, Lands and Parks if the proposed exploration activities are significantly large enough to warrant them.

We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to

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remediate, or remedy any environmental damage caused such as refilling trenches after sampling or cleaning up fuel spills. Our initial exploration program does not require any reclamation or remediation because of minimal disturbance to the ground. The amount of these costs is not known at this time because we do not know the extent of the exploration program we will undertake, beyond completion of the recommended exploration phase described above, or if we will enter into roduction on the property. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially-economic deposit is discovered.

Employees

We have no employees as of the date of this prospectus other than our sole executive officer, Mr. Scott. We conduct our business largely through agreements with consultants and other independent third party vendors.

Research and Development Expenditures

We have not incurred any research or development expenditures since our incorporation.

Subsidiaries

We have formed a wholly-owned subsidiary HRE Exploration Ltd., a British Columbia corporation which we refer to as HRE. It was formed for the purpose of conducting our mineral exploration program on our behalf. Our interest in the Nor mineral claim is held by HRE.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Plan of Operations

Our business plan is to proceed with the exploration of the Nor mineral claim to determine whether there are commercially exploitable reserves of copper, lead/zinc, gold, silver or other metals. We have not embarked upon the initial phase of the exploration program recommended by our consulting geologist. The initial phase of the recommended geological exploration program will cost approximately $12,000. We have formed a wholly owned subsidiary, HRE Exploration Ltd., a British Columbia corporation, which we refer to as HRE. This entity was formed for the purpose of conducting our mineral exploration program on our behalf.

We had $87,668 in working capital as of January 31, 2007. Accordingly, we have sufficient cash reserves to proceed with our first and second year mineral exploration program. The anticipated cost of the initial phase of the exploration program is $12,000. We have not commenced the field work phase of our initial exploration program. To date, we have not advanced funds to Mr. William Howell for its services our operator on the Nor mineral claim. Once we receive results of our initial exploration program, our board of directors, in consultation with our consulting geologist

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will assess whether to proceed with the initiation of our second year mineral exploration program. In making this determination to proceed with a further exploration program, we will make an assessment as to whether the results of the first year exploration phase are sufficiently positive to enable us to proceed.

In the event the results of our first year exploration program prove not to be sufficiently positive to proceed with a further exploration on the Nor mineral claim, we intend to seek out and acquire interests in a North American mineral exploration property which, in the opinion of our board of directors and our independent consulting geologist, offer attractive mineral exploration opportunities. Presently, we have not given any consideration to the acquisition of other exploration property because we have not yet commenced our initial exploration program and have not received any results.

In the event our second year mineral exploration program is undertaken, it would likely commence in the spring of 2008 and we would expect our consulting geologist’s report to be available by the end of August 2008. The second year exploration program will initially involve a continuation of the initial phase work which will cost approximately $12,000. As a result, the first portion first and second years of the exploration program could be undertaken without the need for us to raise additional funding.

In order to complete the third year exploration program we will incur costs of approximately $86,000 which will require us to raise additional funding. In the event our board of directors, in consultation with our independent consulting geologist, chooses to complete the third year mineral exploration program in the spring of 2009, we will require additional financing. The third year of our exploration program must be completed prior to March 31, 2010. The objective of the third year exploration program is to identify areas that have a strong likelihood of hosting mineral deposits that can be further explored using geophysical methods. A fourth year exploration program, if undertaken, would likely commence in the spring of 2010 and must be completed prior to March 31, 2011. This program would likely entail Diamond Drilling program.

In the event we incur mineral exploration expenses beyond the first and second years of our mineral exploration program, we will need to raise the entire amount of the exploration program along with additional funds to meet ongoing working capital needs.

Upon the completion of the first four years of exploration phases, or any additional programs, which are successful in identifying mineral deposits, we will have to spend substantial funds on further drilling and engineering studies before we know that we have a mineral reserve. A mineral reserve is a commercially viable mineral deposit.

During this exploration stage Mr. Scott, our President, will only be devoting approximately five to ten hours per week of his time to our business. We do not foresee this limited involvement as negatively impacting our company over the next twelve months as all exploratory work is being performed by outside consultants. If, however, the demands of our business require more business time of Mr. Scott such as raising additional capital or addressing unforeseen issues with regard to

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our exploration efforts, he is prepared to devote more time to our business. However, he may not be able to devote sufficient time to the management of our business, as and when needed.

We currently have no specific plans to raise additional capital because the necessity of raising additional capital will be based upon the results of the first and second years of our exploration program. Our management intends to formulate plans regarding the necessity of securing

additional funding following our receipt of the results of the first two years of the exploration program. In the event that we require additional funding, we anticipate that such funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program, should we decide to proceed. We believe that debt financing will not be an alternative for funding any further phases in our exploration program. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated. We do not have any arrangements in place for any future equity financing.

We anticipate that we will incur the following expenses over the next twelve months:

$12,000 in connection with the completion of the initial phase of our recommended geological work program

$35,830 for operating expenses. Of this amount we plan to spend approximately $25,000 on general, legal, accounting and administrative expenses associated with our becoming a reporting issuer under the Securities Exchange Act of 1934 and approximately $10,830 relating to working capital. We have allocated this $10,830 of working capital to a payment to our consulting geologist with respect to the preparation of the Nor geological report, and an interim geological report to be presented upon the completion of our phase 1 exploration program, an option payment to Mr. William A. Howell the owner of the Nor mineral property, and to office services to be provided by Halkatt Management Ltd.

The following table is a summary of the various costs and fees we anticipate that we will incur through 2010 to implement the exploration of the Nor mineral claim:

Prior to March 31	2008		2009		2010		2011
Exploration expenses	$	12,000	$	12,000	$	86,000	$	172,000
Option Costs	$	1,700			$	17,200
Legal and Accounting fees	$	25,000	$	15,000	$	15,000	$	15,000
Payments for administrative services	$	6,000	$	12,000	$	12,000	$	12,000
Payments to consulting geologist	$	3,130			$	4,300	$	6,700
Total	$	47,830	$	39,000	$	134,500	$	205,700

We had working capital in the amount of $87,668 as of January 31, 2007. Our total expenditures over the fourteen months ending March 31, 2008 are anticipated to be approximately $47,400. If we proceed with the second year of our exploration program in 2008, we will have sufficient

41

working capital to finance our second year of operations. In the event we determined to complete the third or fourth year of our exploration program, we will need to raise additional funds to meet ongoing working capital needs. We have not taken any specific steps nor have any specific plans to raise additional capital at the present time.

We do not have plans to purchase any significant equipment or change the number of our employees during the next twelve months. Accordingly, after the next twelve months, we will need to obtain additional financing for any new significant operational or exploratory expenses.

Off Balance Sheet Arrangements

As of January 31, 2007, there were no off balance sheet arrangements.

Results of Operations for Period Ending January 31, 2007

We did not earn any revenues from inception through the period ending January 31, 2007. We do not anticipate earning revenues until such time that we exercise our option and have entered into commercial production of the Nor mineral property. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on the Nor mineral property, or if such resources are discovered, that we will enter into commercial production.

We incurred net operating expenses in the amount of $20,126 from our inception on October 31, 2007 until our first year ended on January 31, 2007. These operating expenses included $8,500 for accounting and audit fees, $6,068 in legal fees, and a foreign exchange loss of $5,517. We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to undertaking the additional phases of our geological exploration program and the professional fees that we will incur in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933. We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

We had cash of $108,054 and working capital of $87,668 as of January 31, 2007, our first fiscal year end.

We have not attained profitable operations and are dependent upon obtaining financing to pursue

exploration activities.

Corporate Offices

Halkatt Management Ltd. currently provides us with telephone answering, secretarial and mail services. This arrangement is on a month-to-month basis with no formal written agreement in place and the parties have agreed to monthly payments in the amount of $1,000.

42

Certain Relationships and Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

·   Any of our directors or officers;

·   Any person proposed as a nominee for election as a director;

·   Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

·   Any of our promoters;

·   Any relative or spouse of any of the foregoing persons who has the same house address as such person.

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock. There is presently no public market for our common stock. We intend to contact an authorized Over-The-Counter Bulletin Board market maker for sponsorship of our securities on the Over-The-Counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. Currently, we or anyone acting on our behalf has requested or encouraged any broker-dealer to act as a market-maker for our securities. We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect

to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and

level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of he rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for

43

such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the

penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

Currently, we have thirty four (34) holders of record of our common stock.

Rule 144 Shares

5,500,000 shares of our common stock will be available for resale to the public after October 31, 2008, in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933.

In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

1.   one percent of the number of shares of the company's common stock then outstanding, which, in our case, will equal approximately 96,850 shares as of the date of this prospectus, or;

2.   the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus, a person who is an affiliate hold 100% of the total shares that may be sold, at least partially, pursuant to Rule 144 after October 31, 2008 and three other of our shareholders hold stock that may be sold, at least partially pursuant to rule 144 after January 31, 2008.

44

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

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

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934; and (ii) enable our common stock to be traded on the NASD over-the-counter bulletin board. We plan to file a Form 8-A registration statement with the Commission prior to the effectiveness of the Form SB-2 registration statement. The filing of the Form 8-A registration statement will cause us to become a reporting company with the Commission under the 1934 Act concurrently with the effectiveness of the Form SB-2 registration statement. We must be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the NASD over-the-counter bulletin board. We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors. In the near future, in order for us to continue with our mineral exploration program, we will need to raise additional capital. We believe that obtaining reporting company status under the 1934 Act and trading on the OTCBB should increase our ability to raise these additional funds from investors.

Dividends

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

1. we would not be able to pay our debts as they become due in the usual course of business, or;

2. our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

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

45

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officer for the fiscal year ended January 31, 2007.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Les D. Scott CEO & CFO	2007	0	0	0	0	0	0	0	0

Narrative Disclosure to Summary Compensation Table

We have not compensated our executive officer since our inception. We have no plans to compensate our executive officer until such time that we are able to generate net income from our operations.

Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of January 31, 2007.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDS						STOCK AWARDS
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Les D. Scott	-	-	-	-	-	-	-	-	-

There were no grants of stock options since inception to date of this Prospectus.

46

Compensation of Directors

The table below summarizes all compensation of our directors as of January 31, 2007.

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Les D. Scott	-	-	-	-	-	-	-

Narrative Disclosure to Director Compensation Table

We have not compensated members of our board of directors since our inception.

47

Financial Statements

Index to Financial Statements:

1.Audited consolidated financial statements for the period ended January 31, 2007 including:

F-1	Report of Independent Registered Public Accounting Firm;
F-2	Balance Sheet;
F-3	Statement of Operations;
F-4	Statement of Cash Flows;
F-5	Statement of Stockholders' Equity; and
F-6	Notes to Financial Statements.

48

A PARTNERSHIP OF INCORPORATED PROFESSIONALS	AmisanoHanson
	CharteredAccountants

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

Hybrook Resources Corp.

(A Pre-Exploration Stage Company)

We have audited the accompanying consolidated balance sheet of Hybrook Resources Corp. (A Pre-exploration Stage Company) and subsidiary as of January 31, 2007 and the related consolidated statements of operations, cash flows and stockholders’ equity for the period from October 31, 2006 (Date of Inception) to January 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an 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 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Hybrook Resources Corp. and subsidiary as of January 31, 2007 and the results of their operations and their cash flows for the period October 31, 2006 (Date of Inception) to January 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

Vancouver, Canada	“AMISANO HANSON”
April 18, 2007	Chartered Accountants

750 WEST PENDER STREET, SUITE 604TELEPHONE:604-689-0188

VANCOUVER CANADAFACSIMILE:604-689-9773

V6C 2T7E-MAIL:amishan@telus.net

F-1

HYBROOK RESOURCES CORP

(A Pre-Exploration Stage Company)

CONSOLIDATED BALANCE SHEET

January 31, 2007

(Stated in US Dollars)

ASSET	2007
Current
Cash	$	108,054
LIABILITIES
Current
Accounts payable and accrued liabilities	$	20,364
Due to related party - Note 3		22
		20,386
STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value 10,000,000shares authorized, none outstanding
Common stock, $0.001 par value - Note 4 90,000,000shares authorized 9,685,000shares outstanding		9,685
Additional paid in capital		98,109
Deficit accumulated during the development stage		(20,126)
		87,668
	$	108,054
Nature of Operations - Note 1 Subsequent Events - Note 6

SEE ACCOMPANYING NOTES

F-2

HYBROOK RESOURCES CORP

(A Pre-Exploration Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS

for the period October 31, 2006 (Date of Inception) to January 31, 2007

(Stated in US Dollars)

	October 31, 2006 (Date of Inception) to January 31, 2007
Expenses
Accounting and audit fees	$	8,500
Bank charges		41
Foreign exchange loss		5,517
Legal fees		6,068
Net loss for the period	$	(20,126)
Basic loss per share	$	(0.00)
Weighted average number of shares outstanding		5,012,742

SEE ACCOMPANYING NOTES

F-3

HYBROOK RESOURCES CORP

(A Pre-Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

for the period October 31, 2006 (Date of Inception) to January 31, 2007

(Stated in US Dollars)

	October 31, 2006 (Date of Inception) to January 31, 2007
Cash Flows used in Operating Activities
Net loss for the period	$	(20,126)
Change in non-cash working capital item related to operations:
Accounts payable and accrued liabilities		20,364
Net cash provided by operating activities		238
Cash Flows from Financing Activities
Capital stock issued		107,794
Due to related party		22
Net cash provided by financing activities		107,816
Increase in cash during the period		108,054
Cash, beginning of the period		-
Cash, end of the period	$	108,054

SEE ACCOMPANYING NOTES

F-4

HYBROOK RESOURCES CORP.

(A Pre-Exploration Stage Company)

STATEMENT OF STOCKHOLDERS’ EQUITY

for the period October 31, 2006 (Date of Inception) to January 31, 2007

(Stated in US Dollars)

	Common Shares				Additional Paid-in		Deficit Accumulated During the Pre-exploration
	Number		Par Value		Capital		Stage		Total
Capital stock issued for cash                                           - at $0.01		5,500,000	$	5,500	$	49,500	$	-	$	55,000
- at $0.0014		4,185,000		4,185		54,405		-		58,590
Less: finder’s fee		-		-		(5,796)		-		(5,796)
Net loss for the period		-		-		-		(20,126)		(20,126)
Balance, January 31, 2007		9,685,000	$	9,685	$	98,109	$	(20,126)	$	87,668

SEE ACCOMPANYING NOTES

F-5

HYBROOK RESOURCES CORP

(A Pre-Exploration Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

January 31, 2007

(Stated in US Dollars)

Note 1 Nature of Operations

The Company was incorporated in the state of Nevada, United States of America on October 31, 2006. The Company was formed for the purpose of acquiring exploration and development stage mineral properties. The Company’s year end is January 31. On December 7, 2006, the Company incorporated a wholly-owned subsidiary, HRE Exploration Ltd. (a BC corporation) (“HRE”).

Note 2 Summary of Significant Accounting Policies

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

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Pre-exploration Stage Company

The Company complies with the Statement of Financial Accounting Standards (“FAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises” and The Securities and Exchange Commission Act Guide 7 for its characterization of the Company as pre-exploration stage.

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary HRE. HRE was incorporated by the company. All significant inter-company balances and transactions have been eliminated.

Financial Instruments

The carrying value of the Company’s financial instruments, consisting of cash, accounts payable and accrued liabilities and due to related party approximate their fair value due to the short maturity of such instruments. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.

F-6

Hybrook Resources Corp.

(A Pre-Exploration Stage Company)

Notes to the Interim Financial Statements

January 31, 2007

(Stated in US Dollars)

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

Income Taxes

The Company uses the asset and liability method of accounting for income taxes pursuant to FAS No. 109 “Accounting for Income Taxes”. Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic Loss Per Share

The Company reports basic loss per share in accordance with FAS No. 128, “Earnings Per Share”. Basic loss per share is computed using the weighted average number of shares outstanding during the period. Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. Diluted loss per share has not been provided as it would be antidilutive.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar as substantially all of the Company’s operations are in Canada. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”) in accordance with the FAS No. 52 “Foreign Currency Translation”.

Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the period-end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income account in Stockholder’s Equity, if applicable.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations.

F-7

Hybrook Resources Corp.

(A Pre-Exploration Stage Company)

Notes to the Interim Financial Statements

January 31, 2007

(Stated in US Dollars)

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

Recent Accounting Pronouncements

Management does not believe that there are any recently issued accounting pronouncements but not yet effective accounting standards that could have a material effect on the accompanying financial statements.

Mineral Property

Costs of acquiring mineral properties are capitalized by the project area unless the mineral properties do not have proven reserves. Costs to maintain mineral rights and leases are expensed as incurred. When a property reaches the production state, the related capitalized costs are amortized using the unit of production method on the basis of annual estimates of ore reserves. Management reviews the carrying value of mineral properties at least annually and will recognize impairment in value based upon current exploration results, and any impairment or subsequent losses are charged to operations at the time of impairment. If a property is abandoned or sold, its capitalized costs are charged to operations.

Note 3 Related Party Transactions - Note 4

The amount due to related party is due to the Company’s director and is unsecured, non-interest bearing and has no specific terms for repayment.

Note 4 Common Stock

During the period ended January 31, 2007, the Company issued to its director 5,500,000 common shares at $0.01 for proceeds of $55,000.

Note 5 Deferred Tax Assets

At January 31, 2007, the Company has incurred accumulated non-capital losses totalling approximately $20,126 which is available to reduce taxable income in future taxation years. This loss expires in 2027.

The following table summarizes the significant components of the Company’s deferred tax assets:

	January 31, 2007
Deferred tax assets
Non-capital loss carryforward	$	6,328
Less: valuation allowance		(6,328)
	$	-

F-8

Hybrook Resources Corp.

(A Pre-Exploration Stage Company)

Notes to the Interim Financial Statements

January 31, 2007

(Stated in US Dollars)

Note 5 Deferred Tax Assets - (cont’d)

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

Note 6 Subsequent Events

a) On April 4, 2007, HRE entered into a property option agreement whereby HRE was granted an option to earn up to an 85% interest in one mineral claim located in the New Westminster Mining Division of British Columbia. Consideration for the option is cash payments totalling CDN$22,000 and exploration expenditures of CDN$328,000 as follows:

i)   Cash payments as follows:

–CDN$2,000 upon execution of the Option agreement;

–CDN$20,000 on or before March 31, 2009;

ii) Aggregate exploration expenditures of CDN$14,000 on or before March 31, 2008, CDN$28,000 in aggregate on or before March 31, 2009, CDN$128,000 in aggregate on or before March 31, 2010 and CDN$328,000 in aggregate on or before March 31, 2011.

b) The Company intends to file a form SB-2 registration statement with the United States Securities and Exchange Commission. The Form SB-2 will include an initial public offering by selling shareholders of up to 3,105,000 common shares of the Company at $0.25 per share. The Company will not receive any of the proceeds from this offering.

F-9

Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Available Information

We have filed a registration statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

If we are not required to provide an annual report to our security holders, we intend to still voluntarily do so when otherwise due, and will attach audited financial statements with such report.

Until ________________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

49

Part II

Information Not Required In the Prospectus

Item 24. Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting language regarding director immunity from liability. Excepted from this immunity are:

1.   a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

2.   a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

3.   a transaction from which the director derived an improper personal profit; and

4.   willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

1.   such indemnification is expressly required to be made by law;

2.   the proceeding was authorized by our Board of Directors;

3.   such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or;

4.   such indemnification is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer

50

of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any

director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

Item 25. Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee	$	98
Federal Taxes	$	Nil
State Taxes and Fees	$	Nil
Listing Fees	$	Nil
Printing and Engraving Fees	$	500
Transfer Agent Fees	$	1,000
Accounting fees and expenses	$	5,000
Legal fees and expenses	$	20,000
Total	$	26,598

All amounts are estimates, other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 26. Recent Sales of Unregistered Securities

We issued 5,500,000 shares of common stock on October 31, 2007 to Mr. Les D. Scott, our president, chief financial officer and sole director. Mr. Scott acquired these shares at a price of $0.01 per share. We received $55,000 from these issuances. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act. We did not engage in any general solicitation or advertising. We issued the stock certificates and

51

affixed the appropriate legends to the restricted stock.

We completed an offering of 4,185,000 shares of our common stock at a price of $0.014 per share to a total of thirty three purchasers on January 31, 2007. The identity of these thirty three purchasers is included in the selling shareholder table set forth above. The total amount we received from this offering was $58,590. We completed the offering pursuant to Regulation S of the Securities Act. Each purchaser represented to us that he was a non-US person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each purchaser represented his intention to acquire the securities for investment only and not with a view toward distribution. We requested our stock transfer agent to affix appropriate legends to the stock certificate issued to each purchaser in accordance with Regulation S and the transfer agent affixed the appropriate legends. Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter. We did pay a commission of $5,796 in connection with the issuance of these securities. No registration rights were granted to any of the purchasers.

The availability of Regulation S is dependent upon the satisfaction of a series of requirements:

(1) Rule: All offers and sales must be made in offshore transactions.

Compliance: All offers and sales were made to non-U.S. residents. Each subscriber is a resident of Canada.

(2) Rule: No directed selling efforts can be made in the United States by us, a distributor, their affiliates, or any person acting on behalf of any of the foregoing.

Compliance: No directed selling efforts were made in the United States.

(3) Rule:The issuer must satisfy the conditions of Category 1, 2 or 3 of Rule 903, Regulation S.

Compliance:We have complied with the conditions of Category 3 of 903(b):

(a) Rule: Offering restrictions must be implemented.

Compliance: We implemented offering restrictions in the Subscription Agreements with investors;

(b) Rule: All offers or sales made prior to the expiration of a one-year distribution compliance period may not have been made to a U.S. person or for the account or benefit of a U.S. person.

Compliance: The purchasers in this offering are non-U.S. residents. These purchasers have not offered or sold their shares to date. Their shares are being registered as part of this form SB-2 registration statement;

(c) Rule: Offers or sales made prior to the expiration of a one-year distribution compliance period must have been made pursuant to the following four conditions:

i. Rule: The purchaser of the securities certified that it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the Act.

Compliance: The purchasers in this offering so agreed in their Subscription Agreement.

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ii. Rule: The purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to a registration statement under the Securities Act of 1933, as amended (the "Act"), or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act.

Compliance: The purchasers in the offering so agreed in the Subscription Agreement.

iii. Rule: The issuer's securities contained a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act.

Compliance: A restricted legend, as described below, has been affixed to each purchaser's share certificate representing all shares purchased in the offering made under Regulation S in the event that such share certificates are issued prior to the effective date of this prospectus.

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, PLEDGED, HYPOTECATED, OR OTHERWISE TRANFERRED IN THE UNITED STATES BY A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OF 1933 OR EXEMPTION FROM SUCH REGISTRATION UNDER THE ACT IS APPLICABLE OR AS OTHERWISE PROVIDED IN REGULATION S PROMULGATED UNDER SUCH ACT. NO OFFERS OR SALES OR TRANSFER (INCLUDING INTERESTS THEREIN) MAY BE MADE OF ANY OF THE SECURITIES IN THE UNITED STATES OR TO A U.S. PERSON OR FOR THE ACCOUNT AND BENEFIT OF A U.S. PERSON, EXCEPT AS PERMITTED BY REGULATION S."

iv. Rule: The issuer is required, either by contract or a provision in its bylaws, articles or charter or comparable documents, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if the securities are in bearer form or foreign law prevents the issuer of the securities from refusing to register securities transfers, other reasonable procedures (such as the Regulation S legend described above) are implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.

Compliance: Hybrook Resources Corp. and each subscriber both agreed intheir respective Subscription Agreement that we will refuse to register any transfer of these Regulation S shares not made in accordance with the above-stated rule.

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(d) Rule: Each distributor selling securities to a distributor, a dealer, or a person receiving a selling commission, fee or other remuneration, prior to the expiration of a 40-day distribution compliance period in the case of debt securities, or a one-year distribution compliance period in the case of equity securities, sends a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales that apply to a distributor.

Compliance: Not applicable to facts of offering.

Item 27. Exhibits

Exhibit Number	Description
3.1	Articles of Incorporation
3.2	By-Laws
4.1	Sample Share Certificate
5.1	Opinion of Ronald Serota, Attorney, of The Corporate Law Center, with consent to use
10.1	Property Option Agreement between HRE Exploration Ltd., and Mr. William A. Howell
21.1	Subsidiaries of Small Business Issuer
23.1	Consent of Amisano Hanson, Chartered Accountants
23.2	Consent of B.J. Price Geological Consultants Inc.
23.3	Consent of Ronald Serota, Attorney, of The Corporate Law Center, as to the legality of the shares of common stock being registered (included in Exhibit 5.1)

Item 28. Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b) to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation From the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

, and;

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(c) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

For purposes of determining any liability under the Securities Act to any purchaser, each prospectus filed us pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

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

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, British Columbia, Canada, on April 20, 2007.

HYBROOK RESOURCES CORP.
By:	/s/ Les D. Scott
	Les D. Scott
	President, Secretary, Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Accounting Officer, and Director

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

HYBROOK RESOURCES CORP.
By:	/s/ Les D. Scott
	Les D. Scott
	President, Secretary, Chief Executive Officer, Chief Financial Officer, Principal Executive Officer, Principal Accounting Officer, and Director
	April 20, 2007

EX-3.1

ARTICLES OF INCORPORATION

OF

HYBROOK RESOURCES CORP.

ARTICLE I

NAME

The name of the corporation shall be Hybrook Resources Corp. (hereinafter, the “Corporation”).

ARTICLE II

REGISTERED OFFICE

The initial office of the Corporation shall be 1701 N. Green Valley Pkwy, #8-A, Henderson, NV 89074. The initial registered agent of the Corporation shall be Boyce & Gianni, LLP at 1701 N. Green Valley Pkwy, #8-A, Henderson, NV 89074. The Corporation may, from time to time, in the manner provided by law, change the resident agent and the registered office within the State of Nevada. The Corporation may also maintain an office or offices for the conduct of its business, either within or without the State of Nevada.

ARTICLE III

CAPITAL STOCK

Section 1.    Authorized Shares.    The aggregate number of shares which the Corporation shall have authority to issue is one hundred million (100,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is ninety million (90,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is ten million (10,000,000) shares. The Preferred Stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional and other rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this Article III.

Section 2.    Common Stock.

(a)    Dividend Rate.    Subject to the rights of holders of any Preferred Stock having preference as to dividends and except as otherwise provided by these Articles of Incorporation, as amended from time to time (hereinafter, the "Articles") or the Nevada Revised Statues (hereinafter, the “NRS”), the holders of Common Stock shall be entitled to receive dividends when, as and if declared by the board of directors out of assets legally available therefor.

(b)    Voting Rights.    Except as otherwise provided by the NRS, the holders of the issued and outstanding shares of Common Stock shall be entitled to one vote for each share of Common Stock. No holder of shares of Common Stock shall have the right to cumulate votes.

(c)    Liquidation Rights.    In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights of holders of Preferred Stock to share ratably in the Corporation's assets, the Common Stock and any shares of Preferred Stock which are not entitled to any preference in liquidation shall share equally and ratably in the Corporation's assets available for distribution after giving effect to any liquidation preference of any shares of Preferred Stock. A merger, conversion, exchange or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation.

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(d)    No Conversion, Redemption, or Preemptive Rights.    The holders of Common Stock shall not have any conversion, redemption, or preemptive rights.

(e)    Consideration for Shares.    The Common Stock authorized by this Article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors.

Section 3.    Preferred Stock.

(a)    Designation.    The board of directors is hereby vested with the authority from time to time to provide by resolution for the issuance of shares of Preferred Stock in one or more series not exceeding the aggregate number of shares of Preferred Stock authorized by these Articles, and to prescribe with respect to each such series the voting powers, if any, designations, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions relating thereto, including, without limiting the generality of the foregoing: the voting rights relating to the shares of Preferred Stock of any series (which voting rights, if any, may be full or limited, may vary over time, and may be applicable generally or only upon any stated fact or event); the rate of dividends (which may be cumulative or noncumulative), the condition or time for payment of dividends and the preference or relation of such dividends to dividends payable on any other class or series of capital stock; the rights of holders of Preferred Stock of any series in the event of liquidation, dissolution, or winding up of the affairs of the Corporation; the rights, if any, of holders of Preferred Stock of any series to convert or exchange such shares of Preferred Stock of such series for shares of any other class or series of capital stock or for any other securities, property, or assets of the Corporation or any subsidiary (including the determination of the price or prices or the rate or rates applicable to such rights to convert or exchange and the adjustment thereof, the time or times during which the right to convert or exchange shall be applicable, and the time or times during which a particular price or rate shall be applicable); whether the shares of any series of Preferred Stock shall be subject to redemption by the Corporation and if subject to redemption, the times, prices, rates, adjustments and other terms and conditions of such redemption. The powers, designations, preferences, limitations, restrictions and relative rights may be made dependent upon any fact or event which may be ascertained outside the Articles or the resolution if the manner in which the fact or event may operate on such series is stated in the Articles or resolution. As used in this section "fact or event" includes, without limitation, the existence of a fact or occurrence of an event, including, without limitation, a determination or action by a person, government, governmental agency or political subdivision of a government. The board of directors is further authorized to increase or decrease (but not below the number of such shares of such series then outstanding) the number of shares of any series subsequent to the issuance of shares of that series. Unless the board of directors provides to the contrary in the resolution which fixes the characteristics of a series of Preferred Stock, neither the consent by series, or otherwise, of the holders of any outstanding Preferred Stock nor the consent of the holders of any outstanding Common Stock shall be required for the issuance of any new series of Preferred Stock regardless of whether the rights and preferences of the new series of Preferred Stock are senior or superior, in any way, to the outstanding series of Preferred Stock or the Common Stock.

(b)    Certificate.    Before the Corporation shall issue any shares of Preferred Stock of any series, a certificate of designation setting forth a copy of the resolution or resolutions of the board of directors, and establishing the voting powers, designations, preferences, the relative, participating, optional, or other rights, if any, and the qualifications, limitations, and restrictions, if any, relating to the shares of Preferred Stock of such series, and the number of shares of Preferred Stock of such series authorized by the board of directors to be issued shall be made and signed by an officer of the corporation and filed in the manner prescribed by the NRS.

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Section 4.    Non-Assessment of Stock.    The capital stock of the Corporation, after the amount of the subscription price has been fully paid, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed, and the Articles shall not be amended in this particular. No stockholder of the Corporation is individually liable for the debts or liabilities of the Corporation.

ARTICLE IV

DIRECTORS AND OFFICERS

Section 1.    Number of Directors.    The members of the governing board of the Corporation are styled as directors. The board of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board of directors shall consist of at least one (1) individual and not more than thirteen (13) individuals. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation.        

Section 2.    Initial Directors.    The name and post office box or street address of the director(s) constituting the initial board of directors is:

Name	Address
Les Scott	401-1917 West 4th Ave. Vancouver, B.C. V6J 1M7

Section 3.    Limitation of Liability.    The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS. If the NRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the NRS, as so amended from time to time.

Section 4.    Payment of Expenses.    In addition to any other rights of indemnification permitted by the laws of the State of Nevada or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made 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 officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is successful on the merits in defense of any such action, suit or proceeding, or in the defense of any claim, issue or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys' fees, actually and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder, including, but not limited to, in connection with such person being deemed an Unsuitable Person (as defined in Article VII hereof).

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Section 5.    Repeal And Conflicts.    Any repeal or modification of Sections 3 or 4 above approved by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the liability of a director or officer of the Corporation existing as of the time of such repeal or modification. In the event of any conflict between Sections 3 or 4 above and any other Article of the Articles, the terms and provisions of Sections 3 or 4 above shall control.

ARTICLE V

COMBINATIONS WITH INTERESTED STOCKHOLDERS

At such time, if any, as the Corporation becomes a "resident domestic corporation", as that term is defined in NRS 78.427, the Corporation shall not be subject to, or governed by, any of the provisions in NRS 78.411 to 78.444, inclusive, as may be amended from time to time, or any successor statute.

ARTICLE VI

BYLAWS

The board of directors is expressly granted the exclusive power to make, amend, alter, or repeal the bylaws of the Corporation pursuant to NRS 78.120.

IN WITNESS WHEREOF, the Corporation has caused these second amended and restated articles of incorporation to be executed in its name by its Incorporator on October 24, 2006.

/s/ Les Scott

Les Scott

EX-3.2

BY-LAWS

OF

HYBROOK RESOURCES CORP.

(A NEVADA CORPORATION)

ARTICLE I

OFFICES

Section 1. Registered Office.The registered office of the corporation in the State of Nevada shall be at such place as the board shall resolve.

Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

Section 3. Corporate Seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS' MEETINGS

Section 4. Place of Meetings. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof.

Section 5. Annual Meeting.

(a)The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

 (b)At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

(c)Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (c) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

 (d)For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section 6. Special Meetings.

(a)Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time, as the Board of Directors shall determine.

(b)If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by tele-graphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice.  Nothing contained in this paragraph

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(b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

 Section 7. Notice of Meetings. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than fifty percent (50%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

Section 9. Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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 Section 10. Voting Rights. For the purpose of determining those stockholders entitled to

vote at any meeting of the stockholders, except as otherwise provided by law, only persons in

whose names shares stand on the stock records of the corporation on the record date, as provided in

Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

 Section 11. Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Nevada Court of Chancery for relief as provided in the General Corporation Law of Nevada, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

 Section 12. List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

 Section 13. Action Without Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the written consent of the stockholders.

 Section 14. Organization.

(a)At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

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 (b)The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section 15. Number and Qualification. The authorized number of directors of the corporation shall be not less than one (1) nor more than thirteen (13) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 16. Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.

Section 17. Election and Term of Office of Directors. Members of the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles of Incorporation.

Section 18. Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors

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shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 19. Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 20. Removal. Subject to the Articles of Incorporation, any director may be removed by the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause.

Section 21. Meetings.

(a)Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b)Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors.

(c)Special Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.

(d)Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e)Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in

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writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f)Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 22. Quorum and Voting.

(a)Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.

Section 23. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 24. Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25. Committees.

(a)Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law

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and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.

(b)Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

(c)Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by

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any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 26. Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

Section 27. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Directors. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 28. Tenure and Duties of Officers.

(a)General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office

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and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28.

(c)Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(d)Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(e)Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

(f)Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

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 Section 29. Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

 Section 30. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

 Section 31. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

Section 32. Execution of Corporate Instrument. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person .or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by

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any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

 Section 33. Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section 34. Form and Execution of Certificates. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 35. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any

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 claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 36. Transfers.

(a)Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Nevada.

Section 37. Fixing Record Dates.

(a)In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 38. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VIII

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OTHER SECURITIES OF THE CORPORATION

Section 39. Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX

DIVIDENDS

Section 40. Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. 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 41. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

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Section 42. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

Section 43. Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

(a)Directors Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the Nevada General Corporation Law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Nevada General Corporation Law or (iv) such indemnification is required to be made under subsection (d).

(b)Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in the Nevada General Corporation Law.

(c)Expense. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he 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 executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

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(d) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standard of conduct that make it permissible under the Nevada General Corporation Law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed in the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation.

(e) Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Nevada General Corporation Law.

(f) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) Insurance. To the fullest extent permitted by the Nevada General Corporation Law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

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 (h) Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

(i) Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

(j) Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

(i)The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

(ii)The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

(iii)The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

(iv)References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(v)References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Bylaw.

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ARTICLE XII

NOTICES

Section 44. Notices.

(a)Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

(b)Notice to directors. Any notice required to be given to any director may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

(e)Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(f)Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

(g)Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by

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the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

 (h)Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

ARTICLE XII

AMENDMENTS

Section 45. Amendments.

The Board of Directors shall have the sole power to adopt, amend, or repeal Bylaws as set forth in the Articles of Incorporation.

ARTICLE XIV

LOANS TO OFFICERS

Section 46. Loans to Officers. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

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ARTICLE XV

BOARD OF ADVISORS

Section 47.Board of Advisors. The Board of Directors, in its discretion, may establish a Board of Advisors consisting of individuals who may or may not be stockholders or directors of the corporation. The purpose of the Board of Advisors would be to advise the officers and directors of the corporation with respect to such matters as such officers and directors shall choose, and any other such matters which the members of such Board of Advisors deem appropriate in furtherance of the best interest of the corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board of Directors may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority within the corporation or any decision making power and shall be merely advisory in nature. Unless the Board of Directors determines another method of appointment, the President shall recommend possible members to the Board of Directors, who shall approve or reject such appointments.

Declared and certified as the Bylaws of Hybrook Resources Corp. on October 24, 2006.

Signature of Officer:   /s/ Les Scott

Name of Officer:          Les Scott

 Position of Officer:    President, Secretary, Director

EX-4.1

EX-5.1

EXHIBIT 5.1

Corporate Law Center

Ronald Serota, Attorney

Corporate Securities Counsel

2620 Regatta Dr., Ste. 102

Las Vegas, NV 89128

(702) 869-0099

(702) 446-6071 FAX

April 20, 2007

Hybrook Resources Corp.

401-1917 West 4th Ave.

Vancouver, B.C. V67 1M7

Canada

Re: Hybrook Resources Corp., Registration Statement on Form SB-2

Ladies and Gentlemen:

This firm has acted as counsel for Hybrook Resources Corp., a Nevada corporation (the “Company”), in connection with the preparation of the registration statement on Form SB-2 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the offering of 3,105,000 shares held by the selling shareholders described in the Registration Statement.

In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and the exhibits attached thereto; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the Company's corporate proceedings as reflected in its minute books; and (e) such statutes, records and other documents as we have deemed relevant. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof. In addition, we have made such other examinations of law and fact, as we have deemed relevant in order to form a basis for the opinion hereinafter expressed.

Based upon the foregoing, we are of the opinion that the 3,105,000 shares of common stock to be sold by the selling shareholders are validly issued, fully paid and non-assessable.

This opinion is based on Nevada general corporate law, including the statutory provisions, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws.

Very truly yours,

/s/ Ronald Serota

Ronald Serota, Esq.

Corporate Securities Counsel

EXHIBIT 23.3

Corporate Law Center

Ronald Serota, Attorney

Corporate Securities Counsel

2620 Regatta Dr., Ste. 102

Las Vegas, NV 89128

(702) 869-0099

(702) 446-6071 FAX

April 20, 2007

CONSENT

WE HEREBY CONSENT to the inclusion of our name and use of our opinion in connection with the Form SB-2 Registration Statement filed with the Securities and Exchange Commission as counsel for the registrant, Hybrook Resources Corp.

Very truly yours,

/s/ Ronald Serota

Ronald Serota, Esq.

EX-10.1

THE PROPERTY OPTION AGREEMENT

WILLIAM A. HOWELL

AND

HRE EXPLORATION LTD.

THE NOR

MINERAL PROPERTY

PROVINCE OF BRITISH COLUMBIA

1

TABLE OF CONTENTS

DEFINITIONS	3
REPRESENTATIONS AND WARRANTIES OF HOWELL	5
REPRESENTATIONS AND WARRANTIES OF HRE	6
GRANT AND EXERCISE OF OPTION	6
RIGHT OF ENTRY	8
OBLIGATIONS OF HOWELL DURING PROPERTY OPTION PERIOD	8
TERMINATION OF PROPERTY ACQUISITION	8
TRANSFERS	8
FORCE MAJEURE	9
CONFIDENTIAL INFORMATION	10
ARBITRATION	10
DEFAULT AND TERMINATION	11
NOTICES	11
GENERAL	11
SCHEDULE “A” DESCRIPTION OF PROPERTY RIGHTS AND PROPERTY
SCHEDULE “B” JOINT VENTURE AGREEMENT

2

OPTION AGREEMENT

THIS AGREEMENT made effective as of the 4^th day of April, 2007.

BETWEEN:

WILLIAM A. HOWELL an individual having a residence at 15294 96A Avenue, Surrey, in the Province of British Columbia, V3R, 8P5, Canada;

(hereafter “Howell”)

- and -

HRE EXPLORATION LTD.., a body corporate, incorporated under the laws of British Columbia and having offices located at 401 - 1917 West 4^th Avenue, Vancouver, British Columbia, V6T 1M7, Canada;

(hereafter “HRE”)

WHEREAS:

A. Howell is the holder of or is entitled to become the holder of all Property Rights related to the Property; and

B. Howell has agreed to grant an Option to HRE to acquire an interest in and to the Property Rights and the Property, on the terms and conditions hereinafter set forth;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of $1.00 now paid by HRE to Howell (the receipt of which is hereby acknowledged), the parties agree as follows:

DEFINITIONS

1.1 For the purposes of this Agreement the following words and phrases shall have the following meanings, namely:

a)   “Agreement” means this agreement and any amendments thereto from time to time;

b)   “Commencement Date” means the date of this Agreement;

c)   “Completion Date” means the date on which HRE fulfills all of its obligations with respect to proper exercise of the Option as contemplated in Article 4 hereof;

d)   “Exploration Expenditures” means the sum of (i) all costs of acquisition and maintenance of the Property, all exploration and development expenditures and all other costs and expenses of whatsoever kind or nature including those of a capital nature, incurred or chargeable by HRE with respect to the exploration and development of the Property and the placing of the Property into Commercial Production.

3

e)   “Feasibility Report” means a detailed written report of the results of a comprehensive study on the economic feasibility of placing the Property or a portion thereof into Commercial Production and shall include a reasonable assessment of the mineral ore reserves and their amenability to metallurgical treatment, a description of the work, equipment and supplies required to bring the Property or a portion thereof into Commercial Production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations supported by an explanation of the data used therein;

f)   “Howell” means William A. Howell

g)   “HRE” means HRE Exploration Ltd.;

h)   “Joint Venture Agreement” means the agreement substantially in the form as attached hereto as Schedule “B”;

i)   “Mine” means the workings established and assets acquired, including, without limiting the generality of the foregoing, development headings, plant and concentrator installations, infrastructure, housing, airport and other facilities in order to bring the Property into Commercial Production;

a.   “Mineral Products” means the end products derived from operating the Property as a Mine;

b.   “Mining Operations” means every kind of work done:

c.   on or in respect of the Property in accordance with a Feasibility Report; or

d.   if not provided for in a Feasibility Report, unilaterally and in good faith to maintain the Property in good standing, to prevent waste or to otherwise discharge any obligation which is imposed upon it pursuant to this Agreement;

j)   including, without limiting the generality of the foregoing, investigating, prospecting, exploring, developing, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, construction and mining, milling, concentrating, rehabilitation, reclamation, and environmental protection;

a.   “Option” means the irrevocable option for HRE to earn in and acquire a net undivided interest in and to the Property as provided in this Agreement;

b.   “Option Period” means the period commencing on the Commencement Date to and including March 31, 2010;

k)   “Property” means the exploration properties and lands located in the Province of British Columbia all as more particularly described in Schedule “A” hereto;

l)   “Property Rights” means all applications for permits for general reconnaissance, permit for general reconnaissance, interim approvals, applications for contracts of work, contracts of work, licenses, permits, easements, rights-of-way, certificates and other approvals obtained by either of the parties either before or after the date of this Agreement and necessary for the exploration and development of the Property, or for the purpose of placing the Property into production or continuing production therefrom;

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REPRESENTATIONS AND WARRANTIES OF HOWELL

2.1 Howell hereby acknowledges and confirms that it holds the Property Rights related to an undivided one hundred (100%) percent interest in the Property as at the date hereof.

2.2   Howell represents and warrants to HRE that:

a)   Howell is lawfully authorized to hold his interest in the Property and will remain so entitled until 85% of the interests of Howell in the Property have been duly transferred to HRE as contemplated by the terms hereof;

b)   Howell is an individual, has attained the age of majority and is legally competent to execute this agreement and to take all actions required pursuant thereto and that upon the execution and delivery, this agreement, will constitute a legal, valid and binding contract of Howell enforceable against Howell in accordance with its terms;

c)   as at the date hereof and at the time of transfer to HRE of an interest in the mineral claims and/or exploration licenses comprising the Property Howell is and will be the beneficial owner of its interest in the Property free and clear of all liens, charges, claims, royalties or net profit interests of whatsoever nature, and no taxes or rentals will be due in respect of any thereof;

d)   Howell has the right and capacity to deal with the Property and the right to enter into this Agreement and to dispose of his right, title and interest in the Property as herein contemplated;

e)   there is no adverse claim or challenge against or to Howell’s interest in the Property, nor to the knowledge of Howell is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase such interest in the Property or any portion thereof other than this Agreement;

f)   no person has any royalty, net profit interests or other interest whatsoever in the Property;

g)   Howell is duly authorized to execute this Agreement and for the performance of this Agreement by him, and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of its articles or constating documents or any indenture, agreement or other instrument whatsoever to which Howell is a party or by which he is bound or to which he or the Property may be subject;

h)   no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, the placing of Howell in bankruptcy or subject to any other laws governing the affairs of and insolvent person;

i)   there are no claims, proceedings, actions or lawsuits in existence and to the best of Howell’s information and belief none are contemplated or threatened against or with respect to the right, title, estate and interest of Howell in the Property;

j)   to the best of his information and belief, all laws, regulations and orders of all governmental agencies having jurisdiction over the Property have been complied with by Howell;

k)   to the best of his information and belief Howell is in good standing under all agreements and instruments affecting the Property to which he is a party or is bound.

2.3 The representations and warranties contained in this section are provided for the exclusive benefit of HRE, and a breach of any one or more thereof may be waived by HRE in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution hereof.

2.4 The representations and warranties contained in this section shall be deemed to apply to all assignments, transfers, conveyances or other documents transferring to HRE the interest to be acquired hereunder and there shall not be any merger of any covenant, representation or warranty in such assignments, transfers, conveyance or documents, any rule or law, in equity or statute to the contrary notwithstanding.

5

REPRESENTATIONS AND WARRANTIES OF HRE

3.1 HRE represents and warrants to Howell that:

a)   it has been duly incorporated and validly exists as a corporation in good standing under the laws of its jurisdiction of incorporation;

b)   it is or will be prior to acquiring any undivided interest in the Property hereunder, lawfully authorized to hold mineral claims and real property under the laws of the jurisdiction in which the Property is situate;

c)   it has duly obtained all corporate authorizations for the execution of this Agreement and for the performance of this Agreement by it, and the consummation of the transaction herein contemplated by it will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of the articles or the constating documents of it or any shareholders' or directors' resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which they are bound or to which it or the Property may be subject; and,

d)   no proceedings are pending for, and it is unaware of any basis for the institution of any proceedings leading to, the dissolution or winding up of HRE or the placing of HRE in bankruptcy or subject to any other laws governing the affairs of insolvent corporations.

3.2 The representations and warranties contained in this section are provided for the exclusive benefit of Howell and a breach of any one or more thereof may be waived by Howell in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in this section shall survive the execution hereof.

3.3 The representations and warranties contained in this section shall be deemed to apply to all assignments, transfers, conveyances or other documents transferring to Howell the interest to be acquired hereunder and there shall not be any merger of any covenant, representation or warranty in such assignments, transfers, conveyance or documents, any rule or law, in equity or statute to the contrary notwithstanding.

GRANT AND EXERCISE OF OPTION

4.1 Howell hereby irrevocably grants to HRE the sole and exclusive right and Option to acquire up to and including a eighthly five percent (85%) right, title, estate and interest of Howell’s one hundred (100%) percent net undivided interest) in and to the Property Rights and Property, free and clear of all charges, encumbrances, claims, royalties and net profit interests of whatsoever nature.

4.2 If at any time after the date hereof Howell determines in its sole discretion to commission a Feasibility Report recommending the Construction of a Mine, Howell shall give written notice thereof to HRE.

4.3 The Option may be exercised at any time (subject to the terms as stated herein) by HRE:

a) paying Howell two thousand dollars ($2,000) upon the execution of this agreement;

b) paying Howell twenty thousand dollars ($20,000) on or before March 31, 2009

c) incurring Exploration Expenditures on the Property as follows:

i) aggregate Exploration Expenditures of not less than fourteen thousand dollars ($14,000) on or before March 31, 2008;

6

ii) aggregate Exploration Expenditures (including Exploration Expenditures as described in paragraph 4.3(c)(i) above) of not less twenty eight thousand dollars ($28,000) on or before March 31, 2009;

iii) aggregate Exploration Expenditures (including Exploration Expenditures as contemplated in paragraph 4.3(c)(i) and (ii) above) of not less than one hundred and twenty eight thousand dollars ($128,000) on or before March 31, 2010; and

iv) aggregate Exploration Expenditures (including Exploration Expenditures as contemplated in paragraph 4.3(c)(i), (ii) and (iii) above) of not less than three hundred and twenty eight thousand dollars ($328,000) on or before March 31, 2011

.

4.4 Prior to the exercise of the Option as herein provided, Howell is hereby appointed as operator of the

Property and shall carry out exploration and development programs on the Property on the following terms:

a) Howell shall have the same powers, duties and obligations in carrying out such programs asset out in Article 7 of the Joint Venture Agreement attached hereto as Schedule “B”, excepting thereout Section 7.5 and 7.6 thereof;

b) For income tax purposes, all Exploration Expenditures incurred by Howell pursuant to such programs shall be incurred for the benefit of HRE; and

c) Until such time as the Option is exercised in accordance with the terms hereof, HRE shall have no interest of whatsoever nature in the Property Rights or the Property.

4.5 If and when the Option has been exercised in accordance with Section 4.3 and commencing on the

Completion Date:

a) The undivided right, title and interest of the parties in the Property shall be as follows:

Before Completion Date (net)After Completion Date (net)

Howell 100%	Howell 15%
HRE 0%	HRE 85%
Total 100%	Total 100%

b) the undivided right, title and interest in and to the Property Rights and the Property acquired by HRE upon the Completion Date shall vest in HRE free and clear of all charges, encumbrances, claims, royalties or net profit interests of whatsoever nature other than as set forth and described in the Joint Venture Agreement substantially in the form attached hereto as Schedule “B”;

c) for the purposes of the Joint Venture Agreement:

i) Howell will be deemed to have contributed forty nine thousand two hundred dollars ($49,200)and HRE will be deemed to have contributed three hundred and twenty eight thousand dollars ($328,000) of Costs to the Joint Venture for purposes thereof;

ii) Howell will be the initial operator of the Joint Venture and will have the option to remain as operator of the Joint Venture for so long as Howell holds a participating interest of fifteen (15%) percent or greater in the Joint Venture;

4.6 Within 30 days after the Completion Date, Howell shall deliver to HRE such number of duly executed transfers which in the aggregate convey Howell's interest to be acquired hereunder in the Property in favour of HRE. In the event that Howell shall deliver notice to HRE that it has exercised the Option pursuant to the terms hereof, HRE shall be entitled to receive and to record such of the transfers contemplated hereby at its own cost with the appropriate governmental office to effect legal transfer of such interest in the Property into the name of HRE.

4.7 If, during the Option Period, Howell:

a) makes a voluntary or involuntary assignment into bankruptcy or takes advantage of any legislation for the winding-up or liquidation of the affairs of insolvent or bankrupt persons or has a bankruptcy petition filed against it; or

b) fails to perform in a manner that is consistent with good mining practice or fails to perform in a manner consistent with its duties and responsibilities under this Agreement and does not remedy such default within 45 days of receipt of notice from HRE specifying such default;

HRE shall have the right to terminate Howell as the Operator of the Property.

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RIGHT OF ENTRY

5.1 During the term of this Agreement, the directors and officers of Howell and HRE and their servants, agents and independent contractors, shall have the sole and exclusive right in respect of the Property to:

a) enter thereon at their sole risk and expense;

b) do such prospecting, exploration, development and other mining work thereon and thereunder as Howell, as operator, in its sole discretion may determine advisable;

c) bring upon and erect upon the Property such buildings, plant, machinery and equipment as Howell and HRE may deem advisable and for a period of six months following the termination of this Agreement, to remove such buildings, plant, machinery and equipment; and

d) remove therefrom and dispose of reasonable quantities of ores, minerals and metals for the purposes of obtaining assays or making other tests.

OBLIGATIONS OF HOWELL DURING OPTION PERIOD

6.1 During the term of this Agreement, Howell shall:

a) maintain in good standing those mineral claims and/or exploration licenses comprised in the Property by the doing and filing of assessment work or the making of payments in lieu thereof, and the performance of all other actions which may be necessary in that regard and in order to keep such mineral claims free and clear of all liens and other charges arising from Howell’s activities thereon except those at the time contested in good faith by HRE;

b) permit the directors, officers, employees and designated consultants of HRE, at their own risk and expense, access to the Property at all reasonable times, and HRE agrees to indemnify Howell against and to save it harmless from all costs, claims, liabilities and expenses that HRE may incur or suffer as a result of any injury (including injury causing death) to any director, officer, employee or designated consultant of HRE while on the Property;

c) permit HRE, at its own expense, reasonable access to the results of the work done on the Property during the last completed calendar year;

d) do all work on the Property in a good and workmanlike fashion and in accordance with all applicable laws, regulations, orders and ordinances of any governmental authority;

e) indemnify and save HRE harmless in respect of any and all costs, claims, liabilities and expenses arising out of Howell's activities on the Property;

TERMINATION OF OPTION

7.1 Provided that HRE is not in default pursuant to the provisions hereof, HRE shall have the right at any time during the term of this Agreement to terminate the Option by providing not less than forty five (45) days written notice to Howell.

7.2 Notwithstanding the termination of the Option, HRE shall have the right, within a period of one hundred and eighty (180) days following the end of the Option Period, to remove from the Property all buildings, plant, equipment, machinery, tools, appliances and supplies which have been brought upon the Property by or on behalf of HRE, and any such property not removed within such 180 day period shall thereafter become the property of Howell.

TRANSFERS

8.1 If Howell (the “Proposed Seller”) should receive a bona fide offer from an independent third party (the “Proposed Purchaser”) dealing at arm's length with the Proposed Seller to purchase all or a part of its interest in the Property, which offer the Proposed Seller desires to accept, or if the Proposed Seller intends to sell all or a part of its interest in the Property:

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a) The Proposed Seller shall first offer (the “Offer”) such interest in writing to HRE upon terms no less favourable than those offered by the Proposed Purchaser or intended to be offered by the Proposed Seller, as the case may be;

b) The Offer shall specify the price, terms and conditions of such sale, the name of the Proposed Purchaser and shall, in the case of an intended offer by the Proposed Seller, disclose the person or persons to whom Howell intends to offer its interest and, if the offer received by the Proposed Seller from the Proposed Purchaser provides for any consideration payable to the Proposed Seller otherwise than in cash, the Offer shall include the Proposed Seller's good faith estimate of the cash equivalent of the non-cash consideration;

c) If within a period of sixty (60) days of the receipt of the Offer and HRE notifies the Proposed Seller in writing that it will accept the Offer, the Proposed Seller shall be bound to sell such interest to HRE on the terms and conditions of the Offer. If the Offer so accepted by HRE contains the Proposed Seller's good faith estimate of the cash equivalent of the non-cash consideration as aforesaid, and if HRE disagrees with the Proposed Seller's best estimate, HRE shall so notify Howell at the time of acceptance and HRE shall, in such notice, specify what it considers, in good faith, the fair cash equivalent to be and the resulting total purchase price. If HRE so notifies the Proposed Seller, the acceptance by HRE shall be effective and binding upon HRE, and the cash equivalent of any such non-cash consideration shall be determined by binding arbitration and shall be payable by HRE, subject to prepayment as hereinafter provided, within 60 days following its determination by arbitration. HRE shall in such case pay to the Proposed Seller, against receipt of an absolute transfer of clear and unencumbered title to the interest of the Proposed Seller being sold, the total purchase price which is specified in its notice to the Proposed Seller and such amount shall be credited to the amount determined following arbitration of the cash equivalent of any non-cash consideration;

d) If HRE fails to notify the Proposed Seller before the expiration of the time limited therefor that it will purchase the interest offered, the Proposed Seller may sell and transfer such interest to the Proposed Purchaser at the price and on the terms and conditions specified in the Offer for a period of sixty (60) days, but the terms of this paragraph shall again apply to such interest if the sale to the Proposed Purchaser is not completed within such sixty (60) days;

e) Any sale hereunder shall be conditional upon the Proposed Purchaser delivering to the nonselling party, its agreement related to this Agreement and to the Property, containing:

i) a covenant by the Proposed Purchaser to perform all the obligations of the Proposed Seller to be performed under this Agreement in respect of the interest to be acquired by it from the Proposed Seller to the same extent as if this Agreement had been originally executed by the Proposed Purchaser; and

ii) a provision subjecting any further sale, transfer or other disposition of such interest

in the Property and this Agreement or any portion thereof to the restrictions contained in this paragraph (e).

8.2 The provision of Section 8.1 shall apply to a proposed sale by HRE of its interest in the Property

mutatis mutandis such that Howell shall have a right of first refusal to acquire such interest in proportion to the then current interest.

8.3 No assignment by a party of any interest less than its entire interest in this Agreement and in the

Property shall discharge it from any of its obligations hereunder, but upon the transfer by a party of the entire interest at the time held by it in this Agreement, whether to one or more transferees and whether in one or in a number of successive transfers, the party shall be deemed to be discharged from all obligations hereunder save and except for fulfilment of contractual commitments accrued due prior to the date on which the party shall have no further interest in this Agreement.

FORCE MAJEURE

9.1 If Howell is at any time either during the term of this Agreement or thereafter prevented or delayed in complying with any provisions of this Agreement by reason of strikes, lock-outs, labour shortages, power shortages, fuel shortages, fires, wars, acts of God, governmental regulations restricting normal operations, shipping delays or any other reason or reasons, other than lack of funds, beyond the control of Howell, the time limits for the performance by HRE of its obligations hereunder shall be extended by a period of time

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equal in length to the period of each such prevention or delay, but nothing herein shall discharge Howell from its obligations hereunder to maintain the Property in good standing.

9.2 Howell shall give prompt notice to HRE of each event of force majeure under Section 9.1 and upon cessation of such event shall furnish to HRE with notice to that effect together with particulars of the number of days by which the obligations of HRE hereunder have been extended by virtue of such event of force majeure and all preceding events of force majeure.

CONFIDENTIAL INFORMATION

10.1 The parties to this Agreement shall keep confidential all books, records, files and other information supplied by any party to one of the other parties or to their employees, agents or representative in connection with this Agreement or in respect of the activities carried out on the Property by a party, or related to the sale of minerals, or other products derived from the Property, including all analyses, reports, studies or other documents prepared by a party or its employees, agents or representatives, which contain information from, or otherwise reflects such books, records, files or other information. The parties shall not and shall ensure that their employees, agents or representatives do not disclose, divulge, publish, transcribe, or transfer such information, all or in part, without the prior written consent of the other parties, which may not be arbitrarily withheld and which shall not apply to such information or any part thereof to the extent that:

a) prior to its receipt by a party such information was already in the possession of such party or its employees, agents or representatives; or

b) in respect of such information required to be publicly disclosed pursuant to applicable securities or corporate laws.

ARBITRATION

11.1 The parties agree that all questions or matters in dispute with respect to any dispute shall be settled by arbitration and shall be submitted to arbitration pursuant to the terms hereof.

11.2 It shall be a condition precedent to the right of any parties, to submit any matter to arbitration pursuant to the provisions hereof, that any party intending to refer any matter to arbitration shall have given not less than ten (10) days' prior notice of its intention to do so to the other party, together with particulars of the matter in dispute. On the expiration of such ten (10) days, the party who gave such notice may proceed to refer the dispute to arbitration as provided in 11.3.

11.3 The party desiring arbitration shall appoint one arbitrator, and shall notify the other party of such appointment, and such other party shall, within fifteen (15) days after receiving such notice, either consent to the appointment of such arbitrator which shall then carry out the arbitration or appoint an arbitrator, and the two arbitrators so named, before proceeding to act, shall, within thirty (30) days of the appointment of the last appointed arbitrator, unanimously agree on the appointment of a third arbitrator to act with them and be chairman of the arbitration herein provided for. If the other parties shall fail to appoint an arbitrator within fifteen (15) days after receiving notice of the appointment of the first arbitrator, the first arbitrator shall be the only arbitrator, and if the two arbitrators appointed by the party shall be unable to agree on the appointment of the chairman, the chairman shall be appointed under the provisions of the Arbitration Act of British Columbia. Except as specifically otherwise provided in this section, the arbitration herein provided for shall be conducted in accordance with such Act. The chairman, or in the case where only one arbitrator is appointed, the single arbitrator, shall fix a time and place in Vancouver, British Columbia, for the purpose of hearing the evidence and representations of the parties, and he shall preside over the arbitration and determine all questions of procedure not provided for under such Act or this section. After hearing any evidence and representations that the parties may submit, the single arbitrator, or the arbitrators, as the case may be, shall make an award and reduce the same to writing, and deliver one copy thereof to each of the parties. The expense of the arbitration shall be paid as specified in the award

11.4 The parties agree that the award of a majority of the arbitrators, or in the case of a single arbitrator, of such arbitrator, shall be final and binding upon each of them.

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DEFAULT AND TERMINATION

12.1 If at any time during the term of this Agreement Howell fails to perform any obligation required to be performed by it hereunder or is in breach of a warranty given by it hereunder, which failure or breach materially interferes with the implementation of this Agreement, HRE may terminate this Agreement but only if:

a) it shall have first given to the defaulting Howell a notice of default containing particulars of the obligation which the defaulting Howell has not performed, or the warranty breached; and

b) the defaulting Howell has not, within forty-five (45) days following delivery of such notice of default, cured such default or commenced proceedings to cure such default by appropriate payment or performance, the defaulting Howell hereby agreeing that should it so commence to cure any default it will prosecute the same to completion without undue delay, provided however, that this paragraph shall not be extended to a default by Howell to exercise an Option pursuant to Article 4 thereof.

12.2 Notwithstanding Section 12.1 hereof, if at any time Howell fails to perform a condition precedent to the exercise of the Option, HRE shall be entitled to forthwith terminate this Agreement.

NOTICES

13.1 Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail deposited in a Post Office in Canada addressed to the party entitled to receive the same, or delivered, telexed, telegraphed or telecopied to such party at the address for such party specified on the face page hereof. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered, telexed, telegraphed or telecopied, or, if given by registered mail as aforesaid, shall be deemed conclusively to be the third business day after the same shall have been so mailed except in the case of interruption of postal services for any reason whatever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee.

13.2 Either party may at any time and from time to time notify the other party in writing of a change or address and the new address to which notice shall be given to it thereafter until further change.

GENERAL

14.1 This Agreement shall supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the subject matter of this Agreement.

14.2 No consent or waiver expressed or implied by any party in respect of any breach or default by any other party in the performance by such other of its obligations hereunder shall be deemed or construed to be a consent to or a waiver of any other breach of default.

14.3 The parties shall promptly execute or cause to be executed all documents, deeds, conveyances and other instruments of further assurance and do such further and other acts which may be reasonably necessary or advisable to carry out fully and effectively the intent and purpose of this Agreement or to record wherever appropriate the respective interest from time to time of the parties in the Property.

14.4 This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

14.5 This Agreement shall, (i) be governed by and construed in accordance with the laws of British Columbia and the parties hereby irrevocably attorn to the jurisdiction of the said province and (ii) be subject to the approval of all securities regulatory authorities having jurisdiction, such approvals to be sought in a timely and diligent manner.

14.6 Time shall be of the essence in this Agreement.

14.7 Wherever the neuter and singular is used in this Agreement it shall be deemed to include the plural, masculine and feminine, as the case may be.

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14.8 The rights and obligations of each party shall be in every case several and not joint or joint and several.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

WILLIAM A.HOWELL
	/s/ Tomiea Rukavinq
/s/ William A. Howell	witness
	Tomiea Rukavinq
	name of witenss

HRE EXPLORATION LTD.

/s/ Les Scott

Les Scott, Pres. & CE0

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SCHEDULE “A”

THE OPTION AGREEMENT

DESCRIPTION OF PROPERTY RIGHTS AND PROPERTY

The NOR 1 mineral claim is located within the New Westminster Mining Division of British Columbia

Latitude: 49 deg 16’33’’N

Longitude: 122 deg 03’02’’W

Title	Name	Owner	Expiry	Status	Cells	Area (Hectares)
553972	NOR 1	112364	March 9, 2008	GOOD	25	527

Owner 112364 is William A. Howell

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SCHEDULE “B”

TO

THE PROPERTY OPTION AGREEMENT

JOINT VENTURE AGREEMENT

between

HOWELLCO (a company to be formed)

and

HRE EXPLORATION LTD.

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TABLE OF CONTENTS

DEFINITIONS	4
REPRESENTATIONS AND WARRANTIES	6
PURPOSE AND CREATION OF THE JOINT VENTURE	6
DILUTION	7
MANAGEMENT COMMITTEE	8
OPERATOR	10
POWER, DUTIES AND OBLIGATIONS OF OPERATOR	11
PROGRAMS	13
MINE FINANCING	14
CONSTRUCTION OF MINE	14
OPERATION OF MINE	14
PAYMENT OF CONSTRUCTION AND OPERATING COSTS	15
DISTRIBUTION IN KIND	15
SURRENDER OF INTEREST	16
TERMINATION OR SUSPENSION OF MINING OPERATIONS	16
INFORMATION AND DATA	17
PARTITION	17
TAXATION	18
RIGHT OF FIRST REFUSAL	18
FORCE MAJEURE	19
NOTICE	19
WAIVER	20
FURTHER ASSURANCES	20
USE OF NAME	20
ENTIRE AGREEMENT	20
AMENDMENT	20
ARBITRATION	20
RIGHT TO AUDIT	20
TIME	21
RULE AGAINST PERPETUITIES	21
DOCUMENT RETENTION ON TERMINATION	21
ENUREMENT	21
GOVERNING LAW	21
NUMBER AND GENDER	21
HEADINGS	21
TIME OF THE ESSENCE	21
SCHEDULE “A” DESCRIPTION OF PROPERTY RIGHTS AND PROPERTY
SCHEDULE “B” DEFINITION OF NET PROFITS
SCHEDULE “C” ACCOUNTING PROCEDURES

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JOINT VENTURE AGREEMENT

THIS AGREEMENT made as of the_____________ day of________________ , 20________.

BETWEEN:

HOWELLCO, a corporation to be formed having offices at 15294, 96A Avenue, in the City of Surrey, in the Province of British Columbia, (hereafter referred to as “Howellco”);

OF THE FIRST PART

AND:

HRE EXPLORATION LTD.,, a body corporate, incorporated under the laws of British Columbia and having offices located at 401 - 1917 West 4^th Avenue, Vancouver, British Columbia, V6T 1M7, Canada;

(hereafter “HRE”)

OF THE SECOND PART

WHEREAS:

A. Howellco owns a 15 % and HRE owns a 85% undivided right, title and interest in and to the Property;

B. The parties wish to create a joint venture to carry out the continued operation of the Property on the terms and subject to the conditions hereinafter set forth.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises, and of the mutual covenants and agreements herein contained, the parties hereto have agreed and do hereby agree as follows:

DEFINITIONS

1.1 In this Agreement, including the Recitals and Schedules hereto the following words and expressions shall have the following meanings:

a) “Accounting Procedure” means the accounting procedure attached to this Agreement as Schedule “C”;

b) “Affiliate” shall have the same meaning as under the Business Corporations Act (Alberta) as at the date hereof;

c) “Agreement” means this Joint Venture Agreement as amended from time to time;

d) “Commercial Production” means the operation of the Property as a producing mine and the production of Mineral Products therefrom (excluding bulk sampling, pilot plant or test

operations);

e) “Completion Date” means the date on which it is demonstrated to the satisfaction of the Management Committee that the preparing and equipping of a Mine for Commercial Production is complete;

f) “Construction” means every kind of work carried out during the Construction Period by the Operator in accordance with a Feasibility Report approved by the Management Committee;

g) “Construction Period” means the period beginning on the date of a Feasibility Report and ending on the Completion Date;

h) “Costs” means all items of outlay and expense whatsoever, direct or indirect, with respect to Mining Operations in accordance with this Agreement, without limiting the generality of the foregoing, the following categories of Costs shall have the following meanings

j).”Howellco” means a corporation to be formed

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j) ”HRE” means HRE Exploration Ltd.

k)“Mine Construction Costs” means those Costs incurred during the Construction Period;

l)“Mine Costs” means Mine Construction Costs and Operating Costs; and

m) “Operating Costs” means those Costs incurred subsequent to the Completion Date;

n) “Feasibility Report” means a detailed written report of the results of a comprehensive study on the economic feasibility of placing the Property or a portion thereof into Commercial Production and shall include a reasonable assessment of the mineral ore reserves and their amenability to metallurgical treatment, a description of the work, equipment and supplies required to bring the Property or a portion thereof into Commercial Production and the estimated cost thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations supported by an explanation of the data used therein;

o) “Interest” means the undivided beneficial percentage interest from time to time of a party in the Joint Venture and the Property, and Mineral Products, as set out hereunder;

p) “Joint Venture” means the joint venture created pursuant to this Agreement;

q) “Management Committee” means the management committee constituted in accordance

with the provisions of Article 5 hereof to manage or supervise the management of the business and affairs of the Joint Venture;

r) “Mine” means the workings established and assets acquired, including, without limiting the generality of the foregoing, development headings, plant and concentrator installations, infrastructure, housing, airport and other facilities in order to bring the Property into Commercial Production;

s) “Mineral Products” means the end products derived from operating the Property as a Mine;

t) “Mining Operations” means every kind of work done by the Operator:

i) on or in respect of the Property in accordance with a Feasibility Report; or

ii) if not provided for in a Feasibility Report, unilaterally and in good faith to maintain the Property in good standing, to prevent waste or to otherwise discharge any obligation which is imposed upon it pursuant to this Agreement and in respect of which the Management Committee has not given it directions; including, without limiting the generality of the foregoing, investigating, prospecting, exploring, developing, property maintenance, preparing reports, estimates and studies, designing, equipping, improving, surveying, Construction and mining, milling, concentrating, rehabilitation, reclamation, and environmental protection.

u) “Net Profits” shall mean net profits calculated in accordance with Schedule “B” hereto

v) “Operating Year” shall mean a twelve-month period, the first Operating Year to commence on the Completion Date and each succeeding Operating Year commencing at the expiration of the preceding Operating Year.

w) “Operating Plan” shall mean a plan in accordance with Section 11.2.

x) “Operator” means the operator appointed pursuant to Article 6;

y) “Option Agreement” means the option agreement, made as of the 3^th day of April, 2007. between William A. Howell and HRE;

z) “Other Tenements” means (i) all surface rights of and to any lands within or outside the Property including surface held in fee or under lease, licence, easement, right of way or other rights of any kind (and all renewals, extensions and amendments thereof or substitutions therefor) acquired by or on behalf of the parties with respect to the Property, (ii) all information obtained from Mining Operations, and (iii) those rights and benefits appurtenant to the Property that are acquired for the purpose of conducting Mining Operations;

aa) “Party” or “Parties” means the parties to this Agreement and their respective successors and permitted assigns which become parties to this Agreement;

bb) “Program” means a plan, including budgets, for the Project or any part thereof as approved by the Management Committee pursuant to this Agreement;

cc) “Project” means the exploration and development of the Property, preparation and deliveryof a Feasibility Report and the Construction and operation of facilities to put the Propertyinto Commercial Production;

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dd) “Property” means those certain mining claims and related rights and interests set out and more particularly described in Schedule “A” hereto and Other Tenements and shall includeany renewal thereof and any form of substitute or successor title thereto;

ee) “Royalty” means a royalty on the Net Profits calculated in accordance with Schedule “B”hereto;

ff) “Simple Majority” means a decision made by the parties hereof or the Management Committee by greater than 50% of the votes entitled to be cast.

REPRESENTATIONS AND WARRANTIES

2.1 Each of the parties represents each to the other that:

a) it is the legal and beneficial owner of the Interest as set forth and described in the recitals hereto free and clear of all liens, charges and encumbrances except as set forth in Schedule “A” attached hereto and the Option Agreement; and

b) save and except as set out herein, there is no adverse claim or challenge against or to the ownership of or title to its Interest or any portion thereof, nor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase its Interest or any portion thereof.

2.2 Each of the parties represents each to the other that:

a) it is a company duly incorporated, organized and validly subsisting under the laws of its incorporating jurisdiction;

b) it has full power and authority to carry on its business and enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement and to carry out and perform all of its obligations hereunder; and

c) it has duly obtained all corporate authorizations for the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance, lien or charge under the provisions of its constating documents or any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound or to which it may be subject and will not contravene any applicable laws.

2.3 The representations and warranties hereinbefore set out are conditions on which the parties have relied in entering into this Agreement, are to be construed as both conditions and warranties and shall, regardless of any investigation which may have been made by or on behalf of any party as to the accuracy of such representations and warranties, survive the closing of the transactions contemplated hereby and each of the parties will indemnify and save the other harmless from all loss, damage, costs, actions and suits arising out of or in connection with any breach of any representation or warranty contained in this Agreement and each party shall be entitled, in addition to any other remedy to which it may be entitled, to set off any such loss, damage or costs suffered by it as a result of any such breach against any payment required to be made by it to the other party hereunder.

PURPOSE AND CREATION OF THE JOINT VENTURE

3.1 The parties agree each with the other to use their best efforts to develop and operate the Property with the goal of eventually putting the Property into Commercial Production should a Feasibility Report recommending Commercial Production be obtained and a decision to commence Commercial Production be made, and for this purpose the parties hereby agree to associate and participate in a single purpose joint venture to carry out all such acts which are necessary or appropriate, directly or indirectly, to carry out the Project.

3.2 The parties have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute a party the partner, agent or legal representative of any other party or create any fiduciary relationship between them for any purpose whatsoever. No party shall have any authority to act for or to assume any obligations or responsibility on behalf of any other party except as may be, from time to time, agreed upon in writing between the parties or as otherwise expressly provided.

3.3 The rights and obligations of each party shall be in every case several and not joint or joint and several.

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3.4 Beneficial ownership of the Property shall remain in each party in proportion to its respective Interest and any legal title to the Property held by any party shall be subject to this Agreement. All property held, acquired or contributed by or on behalf of the parties under or pursuant to this Agreement shall be beneficially owned by the parties as tenants in common in proportion to their respective Interests.

3.5 Each party shall make available its Interest for the purposes of the Project and, in particular, each party agrees to grant a mortgage, charge, lien, encumbrance on, or a security Interest in, its Interest to and in favour of any lender or party hereto to facilitate financing of the Project or any portion thereof.

3.6 The rights and obligations of the parties created under this Agreement shall be strictly limited to the Property and shall not be extended by implication or otherwise, except with the unanimous written consent of the parties.

3.7 Except as may be otherwise expressly provided in this Agreement, nothing herein shall restrict in any way the freedom of any party, except with respect to its Interest, to conduct as it sees fit any business or activity whatsoever, including the development or application of any process, and the exploration for, development, mining, extraction, production, handling, processing or any treatment, transportation or marketing of any ore, mineral or other product for any other purpose, without any accountability to any other party.

3.8 Each party shall do all things and execute all documents necessary in order to maintain the Property and the Property Rights in good standing.

3.9 Except as may be otherwise expressly specified in this Agreement, each party, in proportion to its Interest, shall indemnify and hold harmless each other party and each director, officer, employee, agent and representative of each other party, from and against any claim of or liability to any third person asserted on the ground that action taken under this Agreement has resulted in or will result in any loss or damage to such third person to the extent, but only to the extent that such claim or liability is paid by such other party in the amount in excess of that amount payable by reason of such other party's Interest, but the foregoing shall not prejudice any claim of any party against the Operator.

3.10 Each party covenants and agrees with the others:

(a)   to perform or cause to be performed its obligations and commitments under this Agreement and, without limiting the generality of the foregoing, to pay Costs in proportion to its Interest except as may be otherwise provided in Article 4 and Article 9 hereof; and

(b)   not to engage either alone or in association with others in any activity in respect of the Property or the Project except as provided or authorized by this Agreement.

3.11 For administrative convenience, and without, altering or affecting the rights, titles and interests created hereby, the parties agree that the Operator may hold the Property, in trust, for the use and benefit of the parties in accordance with the terms and provisions of this Agreement and in proportion to their respective Interests as adjusted from time to time, until such times as the Management Committee shall determine that it is appropriate or advisable for the Property to be held or registered in the name of the parties, another trustee or nominee which the Management Committee may select. Such holding of the Property in trust shall not prevent the vesting of the legal and beneficial title hereto in the parties in the manner and at the times as otherwise herein provided.

DILUTION

4.1 Upon formation of the Joint Venture, Howelco will be deemed to have contributed forty nine thousand and two hundred dollars ($49,200)and HRE will be deemed to have contributed three hundred and twenty eight thousand dollars ($328,000)of Costs to the Joint Venture for purposes thereof

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4.2 The respective Interests of the parties shall be subject to variation from time to time in the event:

(a)   of failure by a party to pay its proportionate share of Costs;

(b)   subject to Section 4.5 and Section 8.7 hereof, of the election by a party not to participate in a Program, or;

(c)   subject to Section 4.5 and Section 8.7 hereof, of the election by a party to pay less than its proportionate share of Costs in respect of a Program adopted by the Management Committee.

4.3 Upon the happening of any of the events set forth in subsection 4.2(a)-(b), inclusive hereof, each party's Interest shall be varied to equal the product obtained by multiplying 100% by a fraction of which the numerator shall be the amount of Costs paid by such party and of which and the denominator shall be the total amount of Costs paid by all parties. For the purposes of this section, the amount of Costs paid by a party shall include the amount of Costs deemed to have been paid by that party as set forth in Section 4.1.

4.4 In the event that a party's Interest is reduced to five (5%) percent or less by the operation of Section 4.3 hereof, such party shall forthwith relinquish its Interest and shall transfer such Interest to the other parties hereto in proportionate shares and shall receive as consideration therefor a Royalty equal to two and one-half (2.5%) percent of Net Profits. In the event of such relinquishment, such party shall have no further right to participate in any Programs and shall have no further Interest in the Property, except the Royalty.

4.5 A party which forfeits or reduces its Interest in the Property pursuant to Section 4.2 shall have the rights to redeem its position if the actual Costs expended is less costly by at least 25% than the budget as set out in the Program to which the party had not agreed, otherwise the forfeiture is final. The Operator shall not later than thirty (30) days after completion of a Program, provide a complete statement of expenditures incurred to date and an estimate of expenditures to be incurred to completion of the Operating Year (such expenditures to be verified by audit within six (6) months if the forfeiting party request and agrees to pay for same) to all parties including the forfeiting party. Within twenty (20) days of receipt of the foregoing statement, the forfeiting party shall inform the Operator of its wish to redeem its Interest or to require an audit. A party redeeming its Interest shall pay the Costs it would have paid had it participated in the Program, plus interest thereon at a rate per annum of prime plus one percent thereon from the date of the Operator's invoices to the date of payment to the Operator. Payment shall be made by the redeeming party to the Operator within thirty (30) days of providing notice of such redemption. The Operator shall pay the proceeds to the other parties in proportion to the manner in which their Interests related to the participation in the subject Program.

MANAGEMENT COMMITTEE

5.1 A Management Committee, consisting of one representative of each party, and one or more alternate representatives, shall be constituted and appointed within fourteen (14) days after the formation of the Joint Venture. The Management Committee shall manage, or supervise the management of, the business and affairs of the Joint Venture and shall exercise all such powers and do all such acts as the Joint Venture may exercise and do. The Management Committee shall meet within fifteen (15) days of its constitution (at which time a chairman shall be elected from among their number) and may otherwise meet at such places as it thinks fit for the dispatch of business, adjourn and otherwise regulate its meetings and proceedings as the members thereof deem fit. Unless otherwise provided herein, questions arising at any meeting of the Management Committee shall be decided by a Simple Majority of votes with each party's representatives being entitled to cast that number of votes which is equal to that party's Interest. Unless agreed to in writing by the parties hereto, all meetings of the Management Committee shall be held in Vancouver, British Columbia or such other place as the parties may agree. Any meetings may, if the parties so consent, be held by conference telephone.

5.2 Management Committee Quorum:

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a)   A quorum for any meeting of the Management Committee shall consist of a representative or representatives of a party or parties whose Interests aggregate one hundred (100%) percent. No business other than the election of a chairman, if any, and the adjournment or termination of the meeting shall be dealt with if a quorum is not present at the commencement of the meeting but the quorum need not be present throughout the meeting;

b)   If a quorum is not present at the opening of a meeting, the parties present or represented shall adjourn the meeting for a period of seven (7) days from the date of the adjourned meeting, but shall not transact any other business. A quorum for any such adjourned meeting shall consist of a representative or representatives of a party or parties who attend such reconvened meeting.

5.3 A meeting of the Management Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretion bestowed upon the Management Committee in this Agreement.

5.4 No questions submitted to the Management Committee need be seconded and the chairman, if any, of the meeting shall be entitled to submit the questions to a vote during the meeting.

5.5 The decision on any question by consent in writing of the representatives of all parties shall be as valid as if it had been decided at a duly called and held meeting of the Management Committee. Each decision may be in counterparts each consented to in writing by one or more representatives which together shall be deemed to constitute one decision.

5.6 At the time of any decision by the Management Committee to adopt a Program, the parties shall pay, subject to the provisions of Article 8 hereof, their proportionate share of the estimated Costs of such Program by depositing the same into the interest bearing bank account opened and maintained pursuant to Section 5.7 hereof.

5.7 The Management Committee shall open and maintain an interest bearing bank account with a Canadian Chartered bank in the name of the Joint Venture and shall use the funds on deposit therein for the purposes of the Joint Venture. The Management Committee shall appoint signing officers on the said account as shall be required and shall advise the parties of the particulars of the said account.

5.8 Each of the parties hereby agrees that:

a)   any interest earned on any sums deposited in the bank account opened and maintained pursuant to Section 5.7 hereof shall be shared in proportion to their respective Interests; and

b)   each shall, following formation of the Joint Venture, deposit in such account in proportion to their Interests any of the actual Costs in excess of the estimated Costs when requested to do so by the Management Committee.

5.9 Any party (the “Paying Party”) may pay any reasonable Costs due to maintain the Property or the Project in good standing and the other parties shall, in proportion to their Interest and within fifteen (15) days of being given notice of such payment, reimburse the Paying Party for such payment, failing such reimbursement the parties not paying shall, for purposes of Section 4.2 hereof, be deemed to have elected not to participate in a Program in accordance with Section 8.3 hereof, and the provisions of Article 4 hereof shall apply.

5.10 In the event that the Operator or the consultant appointed pursuant to Section 7.4 recommends that further work be conducted on the Property, then the Management Committee shall prepare or cause to be prepared a Program.

5.11 At any time during the currency of this Agreement the Management Committee may cause a Feasibility Report to be prepared by a substantial and well recognized engineering firm in such form as the Management Committee may require. The Management Committee shall, forthwith upon receipt of a Feasibility Report, provide each of the parties with a copy thereof. Upon request of any party and at reasonable intervals and times the parties shall meet in order to discuss such a report.

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OPERATOR

6.1 The initial Operator shall be Howellco. An Operator shall continue as Operator until changed pursuant to the terms hereof or by a decision of the Management Committee with parties representing a Simple Majority voting in favour if the Operator has failed to perform in a manner that is consistent with good mining practice or has failed to perform in a manner consistent with its duties and responsibilities under this Agreement, and the Management Committee has given to the Operator written notice setting forth particulars of the Operator's default and the Operator has not within 30 days of receipt of such notice commenced to remedy the default and thereafter to proceed continuously and diligently to complete all required remedial action.

6.2 The Operator may at any time on sixty (60) days notice to the Management Committee resign as Operator, in which event the Management Committee shall select another party or person to be Operator (hereinafter called the “new Operator”) upon the thirtieth (30th) day after receipt of the Operator's notice of resignation or such sooner date as the Management Committee may establish and give notice of to the resigning Operator. The resigning Operator shall thereupon be released and discharged from all its duties and obligations as Operator upon the appointment of the new Operator except those duties and obligations that it theretofore should have performed.

6.3 Upon the Operator making a voluntary or involuntary assignment into bankruptcy or taking advantage of any legislation for the winding-up or liquidation of the affairs of insolvent or bankrupt companies the Operator shall automatically be terminated as operator and the other party or its nominee appointed as Operator.

6.4 The new Operator shall assume all of the rights, duties, obligations and status of the Operator as provided in this Agreement, other than the previous Operator's Interest, if any, without obligation to retain or hire any of the employees of the former Operator or to indemnify the former Operator for any costs or expenses which the previous Operator will incur as a result of the termination of employment of any of its employees resulting from this change of Operator, and shall continue to act as Operator until its replacement or resignation.

6.5 Upon the effective time of a resignation, removal or cessation, the departing Operator shall within sixty (60) days of such resignation, removal or cessation, turn over to its successor, or if no successor has been designated, to the Management Committee, control and possession of the Property together with (i) all documents, books, records and accounts (or copies thereof) pertaining to the performance of its functions as Operator and (ii) all monies held by it in its capacity as the Operator. Upon transfer and delivery thereof, the departing Operator shall be released and discharged from, and the successor Operator shall assume, all duties and obligations of Operator except the unsatisfied duties and obligations of the departing Operator accrued prior to the effective date of the change of Operator and for which the departing Operator shall, notwithstanding its release or discharge, continue to remain liable, it being understood and agreed that the departing and successor Operators respectively shall co-operate in finalizing all outstanding matters and completing the transition. If the title to any real or personal property included in the Property is held in the name of the departing Operator, it shall transfer such property to the successor Operator in trust for the parties hereto unless otherwise directed by the Management Committee.

6.6 Within sixty (60) days of the effective time of an Operator's resignation, removal or cessation as Operator, the Management Committee may cause an audit to be made of the records maintained by the departing Operator and the cost of such audit shall be for the joint account of the parties hereto. 6.7 Except as authorized by the Management Committee or as otherwise herein provided, the Operator shall not assign its operating rights or obligations under this Agreement.

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POWER, DUTIES AND OBLIGATIONS OF OPERATOR

7.1 Subject to the control and direction of the Management Committee, the Operator shall have full right, power and authority to do everything necessary or desirable to carry out a Program and the Project and to determine the manner of exploration and development of the Property and, without limiting the generality of the foregoing, the right, power and authority to:

a)   regulate access to the Property subject only to the right of representatives of the parties to have access to the Property at all reasonable times for the purpose of inspecting work being done thereon but at their own risk and expense;

b)   employ and engage such employees, agents and independent contractors as it may consider necessary or advisable to carry out its duties and obligations hereunder and in this connection to delegate any of its powers and rights to perform its duties and obligations hereunder, but the Operator shall not enter into contractual relationships with another person except on terms which are commercially competitive;

c)   execute all documents, deeds and instruments, do or cause to be done all such acts and

d)   things and give all such assurances as may be necessary to maintain good and valid title to the Property. Each party hereby irrevocably constitutes the Operator its true and lawful attorney to give effect to the foregoing and hereby agrees to indemnify and save the Operator harmless from any and all costs, loss or damage sustained or incurred without gross negligence or bad faith by the Operator directly or indirectly as a result of its exercise of its powers pursuant to this subsection; and

e)   conduct such title examination and cure such title defects as may be advisable in the reasonable judgment of the Operator.

7.2 The Operator shall have the following duties and obligations during the term hereof:

a)   to diligently manage, direct and control all exploration, development and producing operations in and under the Property in a prudent and workmanlike manner and in compliance with all applicable laws, rules, orders and regulations;

b)   to prepare and deliver to each of the parties during the periods of active field work, monthly progress and expense reports of the work in progress, on or before the day which is forty-five (45) days following each calendar month with respect to work done in such month and on or before the first day of every calendar year, comprehensive annual reports covering the activities and expenses hereunder and such report shall include the results obtained during the twelve (12) month period ending on ! immediately preceding;

c)   to provide and deliver to each of the parties, together with the reports referred to in subparagraph (b), copies of all assays, maps and drill logs;

d)   subject to the terms and conditions of this Agreement, to keep the Property in good standing, free and clear of all liens, charges and encumbrances of every character arising from operations (except for those which are in effect on the date of this Agreement or are created pursuant to this Agreement, liens for taxes not yet due, other inchoate liens and liens contested in good faith by the Operator) and to proceed with all diligence to contest or discharge any lien that is filed by reason of the Operator's failure to perform its obligations hereunder;

e)   to maintain true and correct books, accounts and records of operations hereunder in accordance with the Accounting Procedure, separate and apart from any other books, accounts and records maintained by the Operator, provided that the judgment of the Operator as to matters related to accounting, for which provision is not made in the Accounting Procedure shall govern if the Operator's accounting practices are in accordance with accounting principles generally accepted in the mining industry in Canada;

f)   to permit one representative of the parties appointed in writing at all reasonable times and at their expense to inspect, audit and copy the Operator's accounts and records relating to the accounting for production or to the determination of the proceeds from the sale thereof for any fiscal year of the Operator within 9 months following the end of such fiscal year. The Operator shall maintain its accounts and records for a period of at least two (2) years or such longer period as required by the laws of Canada or its Provinces. The parties shall be entitled to inspect, audit and copy the accounts and records upon giving the Operator ten (10) days notice of their intention to do so;

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g)   to obtain and maintain or cause any contractor engaged hereunder to obtain and maintain during any period in which active work is carried out hereunder such insurance coverage as the Management Committee deems advisable;

h)   to permit the parties or their representatives appointed in writing, at all reasonable times, at their own expense and risk, reasonable access to the Property and all data derived from carrying out work thereon;

i)   to open and maintain on behalf of the Joint Venture such bank account or bank accounts as the Management Committee may direct with a Canadian chartered bank;

j)   to prosecute and defend, but not to initiate without the consent of the Management Committee, all litigation or administrative proceedings arising out of the Property, or Project;

k)   to transact, undertake and perform all transactions, contracts, employments, purchases, operations, negotiations with third parties and any other matter or thing undertaken by or on behalf of the Joint Venture hereunder in the Operator's name and to pay all expenditures incurred in connection therewith promptly when due;

l)   to transact, undertake and perform all transactions, contracts, employments, purchases, operations, negotiations with third parties and any other matter or thing undertaken on behalf of the parties in the Operators name; m) to maintain in good standing those mineral claims comprised in the Property by the doing and filing of all assessment work or the making of payments in lieu thereof and by the payment of all taxes and other like charges;

m)   to take all proper and reasonable steps for the protection of rights of surface owners against damage occasioned by operations to be conducted hereunder and pay such damages as may lawfully be determined as resulting from such operations.

7.3 Subject to any specific provisions of this Agreement, the Operator, in carrying out its duties and obligations hereunder, shall at all times be subject to the direction and control of the Management Committee and shall perform its duties hereunder in accordance with the instructions and directions as from time to time communicated to it by the Management Committee and shall make all reports to the Management Committee except where otherwise specifically provided herein.

7.4 The Operator shall commence and diligently complete the Project and without limiting the generality of the foregoing, may retain an independent consulting geologist acceptable to the Management Committee to prepare a report in respect of the Project, the results thereof, the conclusions derived therefrom and the recommendation as to whether or not further work should be conducted on the Property.

7.5 Subject to Section 7.3, the Operator may charge the following sums in return for its head office overhead functions which are not charged directly as provided in the Accounting Procedure: a) with respect to Mine Construction, an amount equal to 5.0% of all Construction Costs; and b) subsequent to the Completion Date, an amount equal to 2.5% of all Operating Costs.

7.6 Notwithstanding Section 7.5, if a party gives notice in writing to the Management Committee that the party holds a bona fide belief that the sums charged under Section 7.5 are either excessive or insufficient then the Management Committee shall call a meeting to be held within ninety (90) days of receipt of such notice for the purpose of amending or ratifying the amounts charged under Section 7.5 hereof.

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PROGRAMS

8.1 Expenditures shall only be incurred under and pursuant to Programs prepared by the Operator and approved by the Management Committee. Any Feasibility Report shall be prepared pursuant to a separate Program.

8.2 The Operator shall prepare and submit to the Management Committee a Program within 90 days of the completion of the previous Program. If the Operator does not prepare a Program within the time limited, then the other parties shall have the right to prepare a Program for submission to the Management Committee at which time the party submitting the Program shall become the Operator.

8.3 Within sixty (60) days of the approval by the Management Committee of a Program, each party shall give written notice to the Operator stating whether or not it elects to contribute its respective Costs of such Program or requesting the Operator to revise this Program provided that each party may only make such requests once in respect of each Program. Subject to Section 8.7, failure by any of the parties to give notice pursuant to this subsection within such sixty (60) day period shall be deemed an election by that party not to contribute to such Program.

8.4 If the party elects or is deemed to have elected not to contribute its Costs of a Program, the other parties may give notice in writing to the Operator stating that it or they will contribute all expenditures under or pursuant to such Program and the Operator will proceed with such Program and thereafter the interests of the parties shall be adjusted in accordance with Article 4. The Operator will not proceed with any Program which is not fully subscribed.

8.5 If the parties elect or contribute their respective Costs of a Program, the Operator will proceed with the Program.

8.6 If any party requests the Operator to revise a Program in accordance with Section 8.3, the Operator will revise such Program at once and resubmit the revised Program to the parties on the same terms and conditions as any other Program, except that the parties shall not have the right to request any further revisions.

8.7 If any party elects or is deemed to have elected not to contribute to a Program its Interest will not be subject to adjustment if, within sixty (60) days of such election or deemed election it elects to pay to the contributing party or parties one hundred and fifty (150%) percent of what would otherwise have been its contribution to such Program, but any amount so paid in excess of what would otherwise have been its contribution to such Program shall be deemed not to be a contribution to Costs by the party making it.

8.8 An election by a party to contribute to a Program shall make that party liable to pay its proportionate share of Costs actually incurred under or pursuant to the Program including Program Overruns, as herein after defined, of up to but not exceeding ten (10%) percent.

8.9 After having elected to contribute to a Program which is proceeded with, a party shall, within 30 days after being invoiced therefor by the Operator, pay such portion of its share of Costs as the Operator may require but the Operator shall not require payment of any funds more than one month in advance.

8.10 If it appears that Costs will exceed by greater than ten (10%) percent those estimated under a program the Operator shall immediately give written notice to the party or parties contributing to that program outlining the nature and extent of the additional costs and expenses (hereinafter called “Program overruns”). If Program Overruns are approved by the party or parties contributing to that Program, then within thirty (30) days after the receipt of a written request from the Operator, the party or parties contributing to that Program shall provide the Operator with their respective shares of such Program overruns. If Program Overruns are not approved by the party or parties contributing to that Program, the Operator shall have a right to curtail or abandon such Program. Any costs incurred by the Operator due to a curtailment or abandonment of the Program shall be paid by the parties pursuant to their respective Interests in the Program.

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8.11 If any party at any time fails to pay its share of Costs in accordance with Sections 8.9 or 8.10, the Operator may give written notice to that party demanding payment, and if the party has not paid such amount within fifteen (15) days of the receipt of such notice, that party shall be deemed to:

(a)   be in default under Section 8.9 or 8.10 as applicable; and

(b)   have elected not to contribute to that Program for the purpose of Article 4 and the Interest of the parties shall be adjusted in accordance with Article 4 and the Operator shall have the right to curtail or abandon the Program and that party shall not be entitled to contribute to any subsequent Programs.

MINE FINANCING

9.1 The parties hereto shall be responsible for providing or arranging the financing of a Mine. In providing or arranging the financing for a Mine, the Property and Mine may be pledged, hypothecated, mortgaged, charged, or otherwise encumbered in order to secure monies borrowed and used for the sole purpose of enabling the Mine to be financed. Subject to this Article any party may pledge, mortgage, hypothecate, charge or otherwise encumber its interest in order to secure by way of floating charge as a part of the general corporate assets of that party's money borrowed for its general corporate purposes, provided that the pledgee, mortgagee, holder of the charge or encumbrance (in this paragraph referred to as a “Chargee”) shall hold the same subject to the provisions of this Agreement and that if the Chargee realizes upon any of its security it will comply with this Agreement. The agreement between the party, as borrower, and the Chargee shall contain specific provisions to the same effect as the provisions of this Article.

CONSTRUCTION OF MINE

10.1 Upon approval by the Management Committee of the Feasibility Report recommending the Construction of a Mine, the Management Committee shall cause the Operator to, and the Operator shall, proceed with Construction with all reasonable dispatch. Construction shall be substantially in accordance with the Feasibility Report subject to any variations agreed upon by the parties and subject also to the right of the Management Committee to cause such other reasonable variations in Construction to be made as the Management Committee deems advisable.

OPERATION OF MINE

11.1 Commencing with the Completion Date, all Mining Operations shall be planned and conducted and all estimates, reports and statements shall be prepared and made on the basis of an Operating Year.

11.2 With the exception of the first Operating Year, an Operating Plan for each Operating Year shall be submitted by the Operator to the parties not later than ninety (90) days prior to the end of the year immediately preceding the Operating Year to which the Operating Plan relates. Each Operating Plan shall contain the following:

a)   a plan for the proposed Mining Operations;

b)   a detailed estimate of all Mine Costs plus a reasonable allowance for contingencies;

c)   an estimate of the quantity and quality of the ore to be mined and the concentrates or metals to be produced; and such other facts as may be necessary to reasonably illustrate the results intended to be achieved by the Operating Plan; and upon request of any party the Operator shall meet with that party to discuss the Operating Plan and shall provide such additional or supplemental information as that party may reasonably require with respect thereto.

11.3 The Management Committee shall adopt each Operating Plan, with such changes as it deems necessary, on or prior to ninety (90) days prior to the end of the year immediately preceding the Operating Year to which the Operating Plan relates; provided, however, that the Management Committee may from time to time and at any time amend any Operating Plan.

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11.4 The Operator shall be entitled to include in the estimate of Mine Costs referred to in Section 11.2 hereof the reasonably estimated costs of satisfying continuing obligations that may remain after this Agreement terminates, in excess of amounts actually expended. Such continuing obligations are or will be incurred as a result of the Joint Venture and shall include such things as monitoring, stabilization, reclamation or restoration obligations, severance and other employee benefit costs and all other obligations incurred or imposed as a result of the Joint Venture which continue or arise after termination of this Agreement and settlement of all accounts. The amount accrued from time to time for the satisfaction of such continuing obligations shall be classified as Costs hereunder but shall be segregated into a separate account.

PAYMENT OF CONSTRUCTION AND OPERATING COSTS

12.1 The parties hereto shall, from time to time, pay for all Mine Construction Costs incurred to the date of invoice, or at the beginning of each month for an advance equal to the estimated cash disbursements to be made during the month. Each party shall pay the Mine Construction Costs or the estimated cash disbursements within thirty (30) days after receipt of the invoice.

12.2 The Operator may invoice the parties, from time to time, for Operating Costs incurred to the date of the invoice, or at the beginning of each month for an advance equal to the estimated cash disbursements to be made during the month. The parties shall pay the Operating Costs or the estimated cash disbursements aforesaid to the Operator within thirty (30) days after receipt of the invoice. If the payment or advance requested is not so made, the amount of the payment or advance shall bear interest calculated monthly not in advance from the 30th day after the date of receipt of the invoice thereof by the parties at a rate equivalent to the weighted average prime rate for the month plus two percent until paid. The Operator shall have a lien on a party or parties' aggregate Interest in order to secure any payment or advance required hereunder together with interest which has accrued thereon. 12.4 If a party or parties fail (i) to pay an invoice contemplated in Section 9.3 within the time period herein provided, or (ii) to pay an invoice contemplated in Section 12.3 within the thirty (30) day period aforesaid, the Operator may, by notice, demand payment. If no payment is made within fifteen (15) days of the Operator's demand notice, the Operator may, without limiting its other rights at law, enforce the lien created by Section 12.3 by taking possession of all or any part of the parties' aggregate Interest. The Operator may sell and dispose of the Interest which it has so taken into its possession by:

a)   first offering that Interest to the other parties, if more than one then in proportion to the respective Interests of the parties which wish to accept that offer, for that price which is the fair market value stated in the lower of two appraisals obtained by the Operator from independent, well recognized appraisers competent in the appraisal of mining properties; and

b)   if the parties have not purchased all or part of that Interest as aforesaid, then by selling the balance, if any, either in whole or in part or in separate parcels at public auction or by private tender (the parties being entitled to bid) at a time and on whatever terms the Operator shall arrange, having first given notice to the parties of the time and place of the sale. As a condition of the sale as contemplated in Article 12.4(b), the purchaser shall agree to be bound by this Agreement and, prior to acquiring the Interest, shall deliver notice to that effect to the parties, in form acceptable to the Operator. The proceeds of the sale shall be applied by the Operator in payment of the amount due from the parties and interest as aforesaid, and the balance remaining, if any, shall be paid to the parties after deducting reasonable costs of the sale. Any sale or disposal made as aforesaid shall be a perpetual bar both at law and in equity by the parties and its successors and assigns against all other parties and the Operator.

DISTRIBUTION IN KIND

13.1 It is expressly intended that, upon approval of a Feasibility Report recommending the Construction of a Mine, the association of the parties shall be limited to the efficient production of Mineral Products from the Property and that each of the parties shall be entitled to use, dispose of or otherwise deal with its proportionate share of Mineral Products as it sees fit. Each party shall take in kind the Mineral Products produced from the Mine, f.o.b. truck or railcar on the Property, and separately dispose of its proportionate share of the Mineral Product. Extra costs and expenses incurred by reason of the parties taking in kind and making separate dispositions shall be paid by each party directly and not through the Operator or Management Committee.

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13.2 Each party shall construct, operate and maintain, all at its own cost and expense, any and all facilities which may be necessary to receive and store and dispose of its proportionate share of the Mineral Product at the rate the same are produced.

13.3 If a party has not made the necessary arrangements to take in kind and store its share of production as aforesaid the Operator shall, at the sole cost and risk of that party store, in any location where it will not interfere with Mining Operations, the production owned by that party. The Operator and the other parties shall be under no responsibility with respect thereto. All of the Costs involved in arranging and providing storage shall be billed directly to, and be the sole responsibility of the party whose share of production is so stored. The Operator's charges for such assistance and any other related matters shall be billed directly to and be the sole responsibility of the party. All such billings shall be subject mutatis mutandis to the provisions of Paragraphs 12.3.

SURRENDER OF INTEREST

14.1 Any party may, at any time upon notice, surrender its entire Interest to the other parties by giving those parties notice of surrender. The notice of surrender shall:

a)   indicate a date for surrender not less than three months after the date on which the notice is given; and

b)   contain an undertaking that the surrendering party will:

i)   satisfy its proportionate share, based on its then Interest, of all obligations and liabilities which arose at any time prior to the date of surrender;

ii)   if the Operator has not included in Mine Costs the costs of continuing obligations as set out in Section 11.4 hereof, pay its reasonably estimated proportionate share, based on the surrendering party's then Interest, of the Costs of rehabilitating the Mine site and of reclamation as at the date of surrender; and

iii)   will hold in confidence, for a period of two years from the date of surrender, all information and data which it acquired pursuant to this Agreement.

14.2 Upon the surrender of its entire Interest as contemplated herein and upon delivery of a release in writing, in form acceptable to counsel for the Operator, releasing the other parties from all claims and demands hereunder, the surrendering party shall be relieved of all obligations or liabilities hereunder except for those which arose or accrued or were accruing due on or before the date of the surrender.

14.3 A party to whom a notice of surrender has been given as contemplated herein may elect, by notice within ninety (90) days to the party which first gave the notice, to accept the surrender, in which case Article 11.4 and 14.2 shall apply, or to join in the surrender.

TERMINATION OR SUSPENSION OF MINING OPERATIONS

15.1 The Operator may, at any time subsequent to the Completion Date, on at least thirty (30) days notice to all parties, recommend that the Management Committee approve the suspension of Mining Operations. The Operator's recommendation shall include a plan and budget (in this Article 15 called the “Mine Maintenance Plan”) in reasonable detail of the activities to be performed to maintain the Property during the period of suspension and the Costs to be incurred. The Management Committee may, at any time subsequent to the Completion Date, cause the Operator to suspend Mining Operations in accordance with the Operator's recommendation with such changes to the Mine Maintenance Plan as the Management Committee deems necessary. The parties shall be committed to contribute their proportionate share of the Costs incurred in connection with the Mine Maintenance Plan. The Management Committee may cause Mining Operations to be resumed at any time.

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15.2 The Operator may, at any time following a period of at least ninety (90) days during which Mining Operations have been suspended, upon at least thirty (30) days notice to all parties, or in the events described herein, recommend that the Management Committee approve the permanent termination of Mining Operations. The Operator's recommendation shall include a plan and budget (in this Article 15 called the “Mine Closure Plan”) in reasonable detail of the activities to be performed to close the Mine and reclaim the Property. The Management Committee may, by unanimous approval of the representatives of all parties, approve the Operator's recommendation with such changes to the Mine Closure Plan as the Management Committee deems necessary.

15.3 If the Management Committee approves the Operator's recommendation as aforesaid, it shall cause the Operator to:

a)   implement the Mine Closure Plan whereupon the parties shall be committed to pay, in proportion to their respective Interests, such Costs as may be required to implement that Mine Closure Plan;

b)   remove, sell and dispose of such assets as may reasonably be removed and disposed of profitably and such other assets as the Operator may be required to remove pursuant to applicable environmental and mining laws; and sell, abandon or otherwise dispose of the Property. The disposal price for the Property shall be the best price obtainable and the net revenues, if any, from the removal and sale shall be credited to the parties in proportion to their respective Interests.

15.4 If the Management Committee does not approve the Operator's recommendation contemplated herein, the Operator shall maintain Mining Operations in accordance with the Mine Maintenance Plan pursuant to this Article 1

INFORMATION AND DATA

16.1 At all times during the subsistence of this Agreement the duly authorized representatives of each party shall have access to the Property and the Project at its and their sole risk and expense and at reasonable intervals and times, and shall further have access at all reasonable time to all technical records and other factual engineering data and information relating to the Property and the Project in the possession of the Management Committee or the Operator. In exercising the right of access to the Property or the Project the representatives of a party shall abide by the rules and regulations laid down by the Management Committee and by the Operator relating to matters of safety and efficiency. If any representative of a party is not an employee, the party shall so advise the Operator so that the Operator may require the representative, before giving him access to the Property or the Project or to data or information relating thereto, to sign and undertaking in favour of the Joint Venture, in form and substance satisfactory to the Operator, to maintain confidentiality to the same extent as each party is required to do under Section 16.2 hereof.

16.2 All records, reports, accounts and other documents referred to herein with respect to the Property and the Project and all information and data concerning or derived from the Property and the Project shall be kept confidential and each party shall take or cause to be taken such reasonable precautions as may be necessary to prevent the disclosure thereof to any person other than each party, the Operator, an Affiliate and any financial institution or other person having made, making or negotiating loans to one or more of the foregoing or any trustee for any such person, or as may be required by laws, by regulation or policy of any governmental agency, securities commission or stock exchange, or in connection with the filing of a prospectus or statement of material facts by a party, an Affiliate or the Operator or to a prospective assignee as permitted hereunder, or as may be required in the performance of obligations under this Agreement without prior consent of all parties, which consent shall not be unreasonably withheld.

PARTITION

17.1 No party shall, during the term of this Agreement, exercise any right to apply for any partition of the Property or for sale thereof in lieu of partition.

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TAXATION

18.1 Each party on whose behalf any Costs have been incurred shall be entitled to claim all tax benefits, write-offs and deductions with respect thereto.

RIGHT OF FIRST REFUSAL

19.1 Save and except as provided in Section 3.5 and Article 4 hereof, the parties shall not transfer, convey, assign, mortgage or grant an option in respect of or grant a right to purchase or in any manner transfer or alienate all or any portion of its Interest or rights under this Agreement otherwise in accordance with this Article.

19.2 Nothing in this Article shall prevent a sale by a party of all of its Interest or an assignment of all its rights under this Agreement to an Affiliate provided that such Affiliate first complies with the provisions of Section.

19.10 and agrees with the other party in writing to retransfer such interest to the originally assigning party before ceasing to be an Affiliate of such party;

a)   a variation pursuant to Section 4.3; or

b)   a disposition pursuant to an amalgamation or corporate reorganization which will have the effect in law of the amalgamating or surviving company possessing all the property, rights and interests and being subject to all the debts, liabilities and obligations of each amalgamating or predecessor company.

19.3 Should a party (the “transferring party”) intend to dispose of all or any portion of its Interest or rights under this Agreement it shall first give notice in writing to the parties (the “other parties”) of such intention together with the terms and conditions on which the transferring party intends to dispose of its Interest or a portion thereof or rights under this Agreement.

19.4 If a party (the “transferring party”) receives any offer to dispose of all or any portion of its Interest or rights under this Agreement which it intends to accept, the transferring party shall not accept the same unless and until it has first offered to sell such Interest or rights to the parties (the “other parties”) on the same terms and conditions as in the offer received and the same has not been accepted by the other parties in accordance with Section 19.6.

19.5 Any communication of an intention to sell pursuant to Section 19.3 and 19.4 (the “Offer”) for the purpose of this Article only shall be in writing delivered in accordance with Article 21 and shall:

a)   set out in reasonable detail all of the terms and conditions of any intended sale;

b)   if it is made pursuant to Section 19.3, include a photocopy of the Offer; and

c)   if it is made pursuant to Section 19.4, clearly identify the offering party and include such information as is known by the transferring party about such offering party; and such communication will be deemed to constitute an Offer by the transferring party to the other parties to sell the transferring party's Interest or its rights (or a portion thereof as the case may be) under this Agreement to the other parties on the terms and conditions set out in such Offer. For greater certainty it is agreed and understood that any Offer hereunder shall deal only with the disposition of the Interest or rights of the transferring party hereunder and not with any other interest, right or property of the transferring party and such disposition shall be made solely for a monetary consideration.

19.6 Any Offer made as contemplated in Section 19.5 shall be open for acceptance by the other parties in accordance with their respective Interests for a period of sixty (60) days from the date of receipt of the Offer by the transferring party.

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19.7 If the other parties accept the Offer within the period provided for in Section 19.6, such acceptance shall constitute a binding agreement of purchase and sale between the transferring party and the other parties for the Interest or its rights (or a portion thereof as the case may be) under this Agreement on the terms and conditions set out in such Offer.

19.8 If the other parties do not accept the Offer within the period provided for in Section 19.6 or do accept but fail to close the transaction contemplated thereby within ninety (90) days following receipt of such Offer, the transferring party may complete a sale and purchase of its Interest or a portion thereof on terms and conditions not less favourable to the transferring party than those set out in the Offer and, in the case of an Offer under Section 19.4, only to the party making the original offer to the transferring party and in any event such sale and purchase shall be completed within nine months from the expiration of the right of the other party to accept such Offer of the transferring party must again comply with the provisions of this Article.

19.9 While any Offer is outstanding no other Offer may be made until the first mentioned Offer is disposed of and any sale resulting therefrom completed or abandoned in accordance with the provisions of this Article.

19.10 Before the completion of any sale by the transferring party of its Interest or rights or any portion thereof under this Agreement, the purchasing party shall enter into an agreement with the parties agreeing not to sell except on the same terms and conditions as set out in this Agreement.

FORCE MAJEURE

20.1 No party will be liable for its failure to perform any of its obligations under this Agreement due to a cause beyond its reasonable control (except those caused by its own lack of funds) including, but not limited to acts of God, fire, flood, explosion, strikes, lockouts or other industrial disturbances, laws, rules and regulations or orders of any duly constituted governmental authority or non-availability of materials or transportation (each an “Intervening Event”).

20.2 All time limits imposed by this Agreement, excepting those set out in Article 15, will be extended by a period equivalent to the period of delay resulting from an Intervening Event. 20.3 A party relying on the provisions of Section 20.1 will take all reasonable steps to eliminate any Intervening Event and, if possible, will perform its obligations under this Agreement as far as practical, but nothing herein will require such party to settle or adjust any labour dispute or to question or to test the validity of any law, rule, regulation or order of any duly constituted governmental authority or to complete its obligations under this Agreement if an Intervening Event renders completion impossible.

NOTICE

21.1 Any notice, direction, cheque or other instrument required or permitted to be given under this Agreement shall be in writing and may be given by the delivery of the same or by mailing the same by prepaid registered or certified mail or by sending the same by telegram, telex, telecommunication or other similar form of communication, in each case addressed to the intended recipient at the address of the respective party set out on the front page hereof.

21.2 Any notice, direction, cheque or other instrument aforesaid will, if delivered, be deemed to have been given and received on the day it was delivered, and if mailed, be deemed to have been given and received on the third business day following the day of mailing, except in the event of disruption of the postal service in which event notice will be deemed to be received only when actually received and, if sent by telegram, telex, telecommunication or other similar form of communication, be deemed to have been given or received on the day it was so sent.

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21.3 Any party may at any time give to the other notice in writing of any change of address of the party giving such notice and from and after the giving of such notice the address or addresses therein specified will be deemed to be the address of such party for the purposes of giving notice hereunder.

WAIVER

22.1 If any provision of this Agreement shall fail to be strictly enforced or any party shall consent to any action by any other party or shall waive any provision as set out herein, such action by such party shall not be construed as a waiver thereof other than at the specific time that such waiver or failure to enforce takes place and shall at no time be construed as a consent, waiver or excuse for any failure to perform and act in accordance with this Agreement at any past or future occasion.

FURTHER ASSURANCES

23.1 Each of the parties hereto shall form time to time and at all times do all such further acts and execute and deliver all further deeds and documents as shall be reasonably required in order to fully perform and carry out the terms of this Agreement. For greater certainty, this section shall not be construed as imposing any obligation on any party to provide guarantees.

USE OF NAME

24.1 No party shall, except when required by this Agreement or by any law, by-law, ordinance, rule, order or regulation, use, suffer or permit to be used, directly or indirectly, the name of any other party for any purpose related to the Property or the Project.

ENTIRE AGREEMENT

25.1 This Agreement embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, relative to the subject matter hereof.

AMENDMENT

26.1 This Agreement may not be changed orally but only by an agreement in writing, by the party or parties against which enforcement, waiver, change, modification or discharge is sought.

ARBITRATION

27.1 If any question, difference or dispute shall arise between the parties or any of them in respect of any matter arising under this Agreement or in relation to the construction hereof the same shall be determined by the award of three arbitrators to be named as follows:

a)   the party or parties sharing one side of this dispute shall name an arbitrator and give notice thereof to the party or parties sharing the other side of the dispute;

b)   the party or parties sharing the other side of the dispute shall, within 14 days of receipt of the notice, name an arbitrator; and

c)   the two arbitrators so named shall, within 15 days of the naming of the latter of them, select a third arbitrator. The decision of the majority of these arbitrators shall be made within 30 days after the selection of the latter of them. The expense of the arbitration shall be borne equally by the parties to the dispute. If the parties on either side of the dispute fail to name their arbitrator within the time limited or proceed with the arbitration, the arbitrator named may decide the question. The arbitration shall be conducted in accordance with the provisions of the Arbitration Act of British Columbia and the decision of the arbitrator or amajority of the arbitrators, as the case may be, shall be conclusive and binding upon all the parties.

RIGHT TO AUDIT

28.1 Any party acquiring a Royalty pursuant to this Agreement shall have the right to audit at its expense the books and records in respect of such Royalty of the Operator or the other parties, if it is not the Operator in respect of such Royalty.

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TIME

29.1 Unless earlier terminated by agreement of all parties or as a result of one party acquiring a 100% Interest, the Joint Venture and this Agreement shall remain in full force and effect for so long as any part of the Property or Project is held in accordance with this Agreement. Termination of the Agreement shall not, however, relieve any party from any obligations theretofore accrued but unsatisfied.

RULE AGAINST PERPETUITIES

30.1 If any right, power or interest of any party in any Property under this Agreement would violate the rule against perpetuities, then such right, power or interest shall terminate at the expiration of 20 years after the death of the survivor of all the lineal descendants of her Majesty, Queen Elizabeth II of the United Kingdom, living on the date of execution of this Agreement.

DOCUMENT RETENTION ON TERMINATION

31.1 Prior to the distribution of the Property or the Project or the net revenues received on the disposal thereof on termination of this Agreement, the Management Committee shall meet any may approve a procedure for the retention, maintenance and disposal of documents maintained by the Management Committee (the “Documents”) and shall appoint such party as may consent thereto to ensure that all proper steps are taken to implement and maintain that procedure. If a quorum is not present at the meeting or if he Management Committee fails to approve a procedure as aforesaid, the Operator, if a party, otherwise the party holding the largest Interest as at the day immediately preceding the date the Management Committee was called to meet, shall retain, maintain and dispose of the Documents according to such procedure, in compliance with all applicable laws, as it deems fit. The party entrusted with the retention, and expenses incidental thereto and shall be entitled to receive payment of those costs and expenses prior to any distribution being made of the Property and Project or the net revenues received on the disposal thereof.

ENUREMENT

32.1 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

GOVERNING LAW

33.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the parties irrevocably attorn to the jurisdiction of the said province.

SEVERABILITY

34.1 If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

NUMBER AND GENDER

35.1 Words used herein importing the singular number only shall include the plural, and vice versa, and words importing the masculine gender shall include the feminine and neuter genders, and vice versa, and words importing persons shall include firms and corporations.

HEADINGS

36.1 The division of this Agreement into articles and sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

TIME OF THE ESSENCE

37.1 Time shall be of the essence in the performance of this Agreement.

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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day, month and year first above written.

HOWELLCO

per______________________________________

William A. Howell, Pres. & CEO

HRE EXPLORATION LTD.

per______________________________________

Les Scott, Pres. & CE0

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SCHEDULE “A”

TO

THE JOINT VENTURE AGREEMENT

DESCRIPTION OF PROPERTY RIGHTS AND PROPERTY

The NOR 1 mineral claim is located within the New Westminster Mining Division of British Columbia

Latitude: 49 deg 16’33’’N

Longitude: 122 deg 03’02’’W

Title	Name	Owner	Expiry	Status	Cells	Area (Hectares)
553972	NOR 1	112364	March 9, 2008	GOOD	25	527

Owner 112364 is William A. Howell

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SCHEDULE “B”

TO

THE JOINT VENTURE AGREEMENT

DEFINITION OF NET PROFITS

1. “Net Profits” means the aggregate of:

(a)   all revenues from the sale or other disposition of ores, metals or minerals mined or extracted from the Property or any portion thereof and any concentrates produced therefrom; and

b)   all revenues from the operation, sale or other disposition of any Facilities the cost of which is included in the definition of “Operating Expenses”, “Capital Expenses” or “Exploration Expenses”, less (without duplication) Working Capital, Operating Expenses, Capital Expenses and Exploration Expenses.

2. “Working Capital” means the amount reasonably necessary to provide for the operation of the mining operation on the Property and for the operation and maintenance of the Facilities for a period of six months.

3. “Operating Expenses” means all costs, expenses, obligations, liabilities and charges of whatsoever nature or kind incurred or chargeable directly or indirectly in connection with Commercial Production from the Property and in connection with the maintenance and operation of the Facilities, all in accordance with generally accepted accounting principles, consistently applied, including, without limiting the generality of the foregoing, all amounts payable in connection with mining, handling, processing, refining, transporting and marketing of ore, concentrates, metals, minerals and other products produced from the Property, all amounts payable for the operation and maintenance of the Facilities including the replacement of items which by their nature require periodic replacement, all taxes (other than income taxes), royalties and other imposts and all amounts payable or chargeable in respect of reasonable overhead and administrative services.

4. “Capital Expenses” means all expenses, obligations and liabilities of whatsoever kind (being of a capital nature in accordance with generally accepted accounting principles) incurred or chargeable, directly or indirectly, with respect to the development, acquisition, redevelopment, modernization and expansion of the Property and the Facilities, including, without limiting the generality of the foregoing, interest thereon from the time so incurred or chargeable at a rate per annum from time to time equal to “prime rate” of the Royal Bank of Canada plus two (2%) percent per annum, but does not include Operating Expenses nor Exploration Expenses.

5. “Exploration Expenses” means all costs, expenses, obligations, liabilities and charges of whatsoever nature or kind incurred or chargeable, directly or indirectly, in connection with the exploration and development of the Property including, without limiting the generality of the foregoing, all costs reasonably attributable, in accordance with generally accepted accounting principles, to the design, planning, testing, financing, administration, marketing, engineering, legal, accounting, transportation and other incidental functions associated with the exploration and mining operation contemplated by this Agreement and with the Facilities, but does not include Operating Expenses nor Capital Expenses.

6. “Facilities” means all plant, equipment, structures, roads, rail lines, storage and transport facilities, housing and service structures, real property or interest therein, whether on the Property or not, acquired or constructed exclusively for the mining operation on the Property contemplated by this Agreement (all commonly referred to as “infrastructure”).

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SCHEDULE “C”

TO

THE JOINT VENTURE AGREEMENT

ACCOUNTING PROCEDURES

TABLE OF CONTENTS

1. Interpretation 1

2. Statements and Billings2

3. Direct Charges2

4. Purchase of Material3

5. Disposal of Material4

6. Inventories4

7. Adjustments4

1. INTERPRETATION

In this Schedule the following words, phrases and expressions shall have the following meanings:

a)   “Agreement” means the Agreement to which this Accounting Procedure is attached as Schedule “C”.

b)   “Count” means a physical inventory count.

c)   “Employee” means those employees of the Operator who are assigned to and directly engaged in the conduct of Mining Operations, whether on a full-time or part-time basis.

d)   “Employee Benefits” means the Operator's cost of holiday, vacation, sickness, disability benefits, field bonuses, paid to Employees and the Operator's costs of established plans for employee's group life insurance, hospitalization, pension, retirement and other customary plans maintained for the benefit of Employees and Personnel, as the case may be, which costs may be charged as a percentage assessment on the salaries and wages of Employees or Personnel, as the case may be, on a basis consistent with the Operator's cost experience.

e)   “Field Offices” means the necessary sub-office or suboffices in each place where a Program or Construction is being conducted or a Mine is being operated.

f)   “Government Contributions” means the cost or contributions made by the Operator pursuant to assessments imposed by governmental authority which are applicable to the salaries or wages of Employees or Personnel, as the case may be.

g)   “Joint Account” means the books of account maintained by the Operator to record all costs, expenses, credits and other transactions arising out of or in connection with the Mining Operations.

h)   “Material” means the personal property, equipment and supplies acquired or held, at the direction or with the approval of the Management Committee, for use in the Mining Operations and, without limiting the generality, more particularly “Controllable Material” means such Material which is ordinarily classified as Controllable Material, as that classification is determined or approved by the Management Committee, and controlled in mining operations.

i)   “Personnel” means those management, supervisory, administrative, clerical or other personnel of the Operator normally associated with the Supervision Offices whose salaries and wages are charged directly to the Supervision Office in question.

j)   “Reasonable Expenses” means the reasonable expenses of Employee or Personnel, as the case may be, for which those Employees or Personnel may be reimbursed under the Operator's usual expense account practice; including without limiting the generality of the foregoing, any relocation expenses necessarily incurred in order to properly staff the Mining Operations if the relocation is approved by the Management Committee.

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k)   “Supervision Office” means the Operator's offices or department within the Operator's offices from which the Mining Operations are generally supervised.

2. STATEMENTS AND BILLINGS

2.1 The Operator shall, by invoice, charge each party with its proportionate share of Exploration Costs and Mine Costs in the manner provided in the Agreement.

2.2 The Operator shall deliver, with each invoice rendered for Costs incurred a statement indicating:

a) all charges or credits to the Joint Account relating to Controllable Material in detail; and

b) all other charges and credits to the Joint Account summarized by appropriate classification indicative of the nature of the charges and credits.

2.3 The Operator shall deliver with each invoice for an advance of Costs a statement indicating:

a)   the estimated Exploration Costs or, in the case of Mine Costs, the estimated cash disbursements, to be made during the next succeeding month;

b)   the addition thereto or subtraction therefrom, as the case may be, made in respect of Exploration Costs or Mine Costs actually having been incurred in an amount greater or lesser than the advance which was made by each party for the penultimate month preceding the month of the invoice; and

c)   the advances made by each party to date and are Exploration Costs or Mine Costs incurred to the end of the penultimate month preceding the month of the invoice.

3. DIRECT CHARGES

3.1 The Operator shall charge the Joint Account with the following items:

a)   Contractor's Charges:

All proper costs relative to the Mining Operations incurred under contracts entered into by the Operator with third parties.

b)   Labour Charges:

i)   The salaries and wages of Employees in an amount calculated by taking the full salary or wage of each Employee multiplied by that fraction which has as its numerator the total time for the month that the Employees were directly engaged in the conduct of Mining Operations and as its denominator the total normal working time for the month of the Employee;

ii)   The Reasonable Expenses of the Employees; and

iii)   Employee Benefits and Government Contributions in respect of the Employees in an amount proportionate to the charge made to the Joint Account in respect to their salaries and wages.

c)   Office Maintenance:

i)   The cost or a pro rata portion of the costs, as the case may be, of maintaining and operating the Offices. The basis for charging the Joint Account for Office maintenance costs shall be as follows:

the expense of maintaining and operating Field Offices, less any revenue therefrom; and

that portion of maintaining and operating the Supervision Offices which is equal to the anticipated total operating expenses of the Supervision Offices divided by the anticipated total staff man days for the Employees whether in connection with the Mining Operations or not; multiplied by the actual total time spent on the Mining Operations by the Employee expressed in man days.

ii) Without limiting generality of the foregoing, the anticipated total operating expenses of the Supervision Offices shall include:

A. the salaries and wages of the Operator's Personnel which have been directly charged to those Offices;

B. the Reasonable Expenses of the Personnel; and

C. Employee Benefits

iii) The Operator shall make an adjustment in respect of the Office Maintenance cost forthwith after the end of each Operating Year upon having determined the actual operating expenses and actual total staff man days referred to in Clause 3.1(c)(2)(b) of this Schedule “C”.

d) Material:

Material purchased or furnished by the Operator for use on the Property as provided under Section 4 of this Schedule “C”.

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e) Transportation Charges:

The cost of transporting Employees and Material necessary for the Mining Operations.

f) Service Charges:

i)   The cost of services and utilities procured from outside sources other than services covered by Paragraph 3.1 h). The cost of consultant services shall not be charged to the Joint Account unless the retaining of the consultant is approved in advance by the Management Committee but if not so charged the cost of such services shall be included as Costs of the party retaining such consultant; and

ii)   Use and service of equipment and facilities furnished by the Operator as provided in Subsection 4.5 of this Schedule “C”.

g) Damages and Losses to Joint Property:

All costs necessary for the repair or replacement of Assets made necessary because of damages or losses by fire, flood, storms, theft, accident or other cause. The Operator shall furnish each party with written particulars of the damages or losses incurred as soon as practicable after the damage or loss has been discovered. The proceeds, if any, received on claims against any policies of insurance in respect of those damages or losses shall be credited to the Joint Account.

h) Legal Expense:

All costs of handling, investigating and settling litigation or recovering the assets, including, without limiting generality, attorney's fees, court costs, costs of investigation or procuring evidence and amounts paid in settlement or satisfaction of any litigation or claims; provided, however, that, unless otherwise approved in advance by the Management Committee, no charge shall be made for the services of the Operator's legal staff or the fees and expenses of outside solicitors.

i) Taxes:

All taxes, duties or assessments of every kind and nature (except income taxes) assessed or levied upon or in connection with a Property, the Mining Operations thereon, or the production therefrom, which have been paid by the Operator for the benefit of the parties.

j) Insurance:

Net premiums paid for

i)   such policies of insurance on or in Operations as may be required to be carried by law; and

ii)   such other policies of insurance as the Operator may carry in accordance with the Agreement; and

iii)   the applicable deductibles in event of an insured loss.

k) Rentals:

Fees, rentals and other similar charges required to be paid for acquiring, recording and maintaining permits, mineral claims and mining leases and rentals and of the Mining Operations.

l) Permits:

Permit costs, fees and other similar charges which are assessed by various governmental agencies.

m) Other Expenditures:

Such other costs and expenses which are not covered or dealt with in the foregoing provisions of this Subsection 3.1 of this Schedule “C” as are incurred with the approval of the Management Committee for Mining Operations or as may be contemplated in the Agreement.

4. PURCHASE OF MATERIAL

4.1 Subject to Subsection 4.4 of this Schedule “C” the Operator shall purchase all Materials for Mining Operations.

4.2 Materials purchased and services procured by the Operator directly for the Mining Operations shall be charged to the Joint Account at the price paid by the Operator less all discounts actually received.

4.3 So far as it is reasonably practical and consistent with efficient and economical operations, the Operator shall purchase, furnish or otherwise acquire only such Material and the Operator shall attempt to minimize the accumulation of surplus stocks of Material.

4.4 Any party may sell Material or services required in the Mining Operations to the Operator for such price and upon such terms and conditions as the Management Committee may approve.

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4.5 Notwithstanding the foregoing provisions of this Section 4, the Operator shall be entitled to supply for use in connection with the Mining Operations equipment and facilities which are owned by the Operator and to charge the Joint Account with such reasonable costs as are commensurate with the ownership and use thereof.

5. DISPOSAL OF MATERIAL

5.1 The Operator, with the approval of the Management Committee may, from time to time, sell any Material which has become surplus to the reasonably foreseeable needs of the Mining Operations for such price and upon such terms and conditions as are available.

5.2 Any party may purchase from the Operator any Material which may from time to time become surplus to the reasonably foreseeable need of the Mining Operations for such price and upon such terms and conditions as the Management Committee may approve.

5.3 Upon termination of the Agreement, the Management Committee may approve the division of any Material held by the Operator at that date may be taken by the parties in kind or be taken by a party in lieu of a portion of its Proportionate Share of the net revenues received from the disposal of the Property. If such a division to a party be in lieu of a portion of its proportionate share, it shall be for such price and on such terms and conditions as the Management Committee may approve.

5.4 The net revenues received from the sale of any Material to third parties or to a party shall be credited to the Joint Account.

6. INVENTORIES

6.1 The Operator shall maintain records of Material in reasonable detail and records of Controllable Material in detail.

6.2 The Operator shall perform Counts from time to time at reasonable intervals and in connection therewith shall give notice of its intention to perform a Count to each party at least 30 days in advance of the date set for performing of the Count. Each party shall be entitled to be represented at the performing of a Count upon giving notice thereof to the Operator within 20 days of the Operator's notice. A party who is not represented at the performing of the Count shall be deemed to have approved the Count as taken.

6.3 Forthwith after performing a Count, the Operator shall reconcile the inventory with the Joint Account and provide each party with a statement listing the overages and shortages of inventory except such shortages as may have arisen due to a lack of diligence on the part of the Operator.

7. ADJUSTMENTS

7.1 Payment of any invoice by a party shall not prejudice the right of that party to protest the correctness of the statement supporting the payment; provided, however, that all invoices and statements presented to each party by the Operator during any Operating Year shall conclusively be presumed to be true and correct upon the expiration of 12 months following the end of the Operating Year to which the invoice or statement relates, unless within that 12 month period that party gives notice to the Operator making claim on the Operator for an adjustment to the invoice or statement.

7.2 The Operator shall not adjust any invoice or statement in favour of itself after the expiration of 12 months following the end of the Operating Year to which the invoice or statement relates.

7.3 Notwithstanding Subsections 7.1 and 7.2 of this Schedule “C”, the Operator may make adjustments to an invoice or statement which arise out of a physical inventory of Material or Assets.

7.4 A party shall be entitled upon notice to the Operator to request that the independent external auditor of the Operator provide that party with its opinion that any invoice or statement delivered pursuant to the Agreement in respect of the period referred to in Subsection 7.1 of this Schedule “C” has been prepared in accordance with this Agreement.

7.5 The time for giving the audit opinion contemplated in Subsection 7.4 of this Schedule “C” shall not extend the time for the taking of exception to and making claims on the Operator for adjustment as provided in Subsection 7.1 of this Schedule “C”.

7.6 The cost of the auditor's opinion referred to in Subsection 7.4 of this Schedule “C” shall be solely for the account of the party requesting the auditor's opinion, unless the audit disclosed a material error adverse to that party, in which case the cost shall be solely for the account of the Operator.

EX-21.1

Exhibit 21 - Subsidiaries of the Small Business Issuer

Subsidiary Name	State or Other Jurisdiction of Incorporation	Names under which subsidiary will do business
HRE Exploration Ltd.	British Columbia, Canada	HRE Exploration Ltd.

EX-23.1

A PARTNERSHIP of INCORPORATED PROFESSIONALS	AmisanoHanson
	CharteredAccountants

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Form SB-2, dated April 20, 2007 of our report dated April 18, 2007, relating to the financial statements of Hybrook Resources, Corp., as of January 31, 2007, which appears in such Form SB-2.

Vancouver, Canada	“Amisano Hanson”
April 20, 2007	Chartered Accountants

750 WEST PENDER STREET, SUITE 604	TELEPHONE:  604-689-0188
VANCOUVER CANADA	FACSIMILE:  604-689-9773
V6C 2T7	E-MAIL:  amishan@telus.net

EX-23.2

CONSENT OF GEOLOGICAL CONSULTANT

Re: Prospectus of Hybrook Resources Corp dated April 20, 2007

We hereby consent to the inclusion and reference of our report dated March 30, 2007 entitled “Geological Report, Norrish Creek Prospect”, in the Form SB-2 Registration Statement to be filed by Hybrook Resources Corp., with the United States Securities and Exchange Commission. We concur with the summary of the aforesaid report incorporated into the above Prospectus of Hybrook Resources Corp., and consent to our being named as an expert therein.

Dated the 20th day of April 2007

Per  /s/ Barry J. Price

Barry J. Price, BSc., P. Geo.