-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QR46WXH14I5AzQF1jqa/jbAjRUtu4LYS3aUT7pLPySZh5MYDZjwjuI6ZIK06NqCB 0U0qWTGX4/9TSQa/29DDkg== 0001092306-08-000544.txt : 20080804 0001092306-08-000544.hdr.sgml : 20080804 20080804171914 ACCESSION NUMBER: 0001092306-08-000544 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20080804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUARTZ VENTURES INC. CENTRAL INDEX KEY: 0001440821 IRS NUMBER: 711029846 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-152754 FILM NUMBER: 08988902 BUSINESS ADDRESS: STREET 1: 11730 BRIARWOOD CIRCLE, SUITE 1 CITY: BOYNTON BEACH STATE: FL ZIP: 33437 BUSINESS PHONE: 561-523-1450 MAIL ADDRESS: STREET 1: 11730 BRIARWOOD CIRCLE, SUITE 1 CITY: BOYNTON BEACH STATE: FL ZIP: 33437 S-1 1 forms1.txt FORM S-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 QUARTZ VENTURES INC. ______________________________________________________ (Exact name of registrant as specified in its charter) NEVADA 1090 71-1029846 _______________________________ ____________________________ ___________________ (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 11730 BRIARWOOD CIRCLE, SUITE 1, BOYNTON BEACH, FLORIDA 33437 TELEPHONE: (561)-523-1450 ___________________________________________________________________________ (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) RICHARD GOODHART PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, SECRETARY, TREASURER AND A DIRECTOR 11730 BRIARWOOD CIRCLE, SUITE 1, BOYNTON BEACH, FLORIDA 33437 TELEPHONE: (561)-523-1450 WITH A COPY TO: DIANE D. DALMY, ATTORNEY AT LAW, 8965 W. CORNELL PLACE, LAKEWOOD, COLORADO 80227 TELEPHONE (303) 985.9324 ______________________________________________________________________________ (Name, address, including zip code, and telephone number, including area code, of agent for service) FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE. __________________________________________________________________________ (Approximate date of commencement of proposed sale to the public) If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registrations 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. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): [ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company (Do not check if a smaller reporting company)
__________________________________________________________________________________________________________________________ CALCULATION OF REGISTRATION FEE __________________________________________________________________________________________________________________________ AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF BE REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION SECURITIES TO BE REGISTERED ((1)), (2) UNIT ((3)) PRICE((3)) FEE __________________________________________________________________________________________________________________________ Common stock, par value $0.001 per 2,300,000 $0.02 $46,000 $90.39 share SHARES __________________________________________________________________________________________________________________________ (1) Amount to be registered represents 2,300,000 shares of common stock issued in connection with a private placement completed by the registrant on December 12, 2005 at a price of $0.02 per share. (2) In the event of a stock split, stock dividend or similar transaction involving the common shares of the registrant, in order to prevent dilution, the number of shares of common stock registered shall be automatically increased to cover additional shares in accordance with Rule 416(a) under the United States Securities Act of 1933, as amended (the "Securities Act"). (3) The proposed maximum offering price per share is calculated in accordance with Rule 457 of the Securities Act based on the most recent sale price of the registrant's shares.
________________________________________________________________________________ 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 THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ________________________________________________________________________________ SUBJECT TO COMPLETION PROSPECTUS QUARTZ VENTURES, INC. A NEVADA CORPORATION 2,300,000 SHARES OF COMMON STOCK This prospectus relates to the resale of up to 2,300,000 shares of our common stock that may be sold, from time to time, by the selling stockholders named in this prospectus for their own account, consisting of 2,300,000 shares issued in connection with a private placement transaction we completed on December 12, 2005. Our common stock is not presently traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Accordingly, we have fixed the benchmark offering price by reference to our most recent private offering of our shares, which was effected at $0.02 per share. There is no relationship whatsoever between the offering price and our assets, earnings, book value, or any other objective criteria of value. We intend to apply to list our shares of common stock for trading on the over-the-counter bulletin board (the "OTC Bulletin Board") at the time the registration statement of which this prospectus forms a part becomes effective. The selling stockholders will sell their shares at a price of $0.02 per share until our shares are quoted on the OTC Bulletin Board or in another quotation medium and, thereafter, at prevailing market prices or privately negotiated prices or otherwise as set forth under "Plan of Distribution" in this prospectus. We will not receive any proceeds from the sales of any of our shares of common stock by the selling stockholders. THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD INVEST IN OUR COMMON STOCK ONLY IF YOU CAN AFFORD TO LOSE YOUR ENTIRE INVESTMENT. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTION OF THIS PROSPECTUS TITLED "RISK FACTORS" BEGINNING ON PAGE 5 BEFORE BUYING ANY OF OUR SHARES OF COMMON STOCK. NEITHER THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") 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 OFFENCE. The information in this prospectus is not complete and may be changed. The selling stockholders may not sell or offer these securities until the registration statement of which this prospectus forms a part is declared effective by the SEC. This 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 XXXX, 2008. __________ THE FOLLOWING TABLE OF CONTENTS HAS BEEN DESIGNED TO HELP YOU FIND IMPORTANT INFORMATION CONTAINED IN THIS PROSPECTUS. WE ENCOURAGE YOU TO READ THE ENTIRE PROSPECTUS. TABLE OF CONTENTS ITEM PAGE NO. SUMMARY....................................................................... 3 RISK FACTORS.................................................................. 4 FORWARD-LOOKING STATEMENTS....................................................11 USE OF PROCEEDS...............................................................12 DETERMINATION OF OFFERING PRICE...............................................12 DILUTION......................................................................12 SELLING STOCKHOLDERS..........................................................12 PLAN OF DISTRIBUTION..........................................................14 DESCRIPTION OF SECURITIES TO BE REGISTERED....................................16 INTERESTS OF NAMED EXPERTS AND COUNSEL........................................16 DESCRIPTION OF BUSINESS AND PROPERTIES........................................17 LEGAL PROCEEDINGS.............................................................20 MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.................................................20 FINANCIAL STATEMENTS..........................................................22 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS...............................................................24 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE..................................................................26 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS..................26 EXECUTIVE COMPENSATION........................................................27 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................29 TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS.....29 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES.................................................................30 WHERE YOU CAN FIND MORE INFORMATION...........................................30 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION...................................31 INDEMNIFICATION OF DIRECTORS AND OFFICERS.....................................31 RECENT SALES OF UNREGISTERED SECURITIES.......................................34 EXHIBITS......................................................................35 UNDERTAKINGS..................................................................35 SIGNATURES....................................................................37 POWER OF ATTORNEY.............................................................37 2 SUMMARY THE FOLLOWING SUMMARY HIGHLIGHTS SELECTED INFORMATION CONTAINED IN THIS PROSPECTUS. THIS SUMMARY DOES NOT CONTAIN ALL THE INFORMATION YOU SHOULD CONSIDER BEFORE INVESTING IN THE SECURITIES. BEFORE MAKING AN INVESTMENT DECISION, YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY, INCLUDING THE "RISK FACTORS" SECTION, THE FINANCIAL STATEMENTS AND THE NOTES TO THE FINANCIAL STATEMENTS. OUR BUSINESS We are a natural resource exploration and production company currently engaged in the exploration, acquisition and development of mineral properties in the United States and within North America. We have no revenues, have incurred losses since our incorporation on July 22, 2005, and have relied upon the sale of our securities in unregistered private placement transactions to fund our operations. For the foreseeable future, we will continue to be dependent on additional financing in order to maintain our operations and to pursue our exploration activities. We were incorporated under the laws of Nevada effective July 22, 2005. Our principal offices are located at 11730 Briarwood Circle, Suite 1, Boynton Beach, Florida 33437. Our telephone number is (561) 523-1450. THE OFFERING ________________________________________________________________________________ The Issuer: Quartz Ventures Inc. ________________________________________________________________________________ The Selling Stockholders: We sold an aggregate of 2,300,000 shares to the selling stockholders named in this prospectus in connection with a private placement transaction we completed on December 12, 2005 at a price of $0.01 per share. All of the common stock to be sold under this prospectus will be sold by existing shareholders. ________________________________________________________________________________ Shares Offered by the Selling The selling stockholders may from time Stockholders: to time offer for resale up to 2,300,000 sharesof our common stock. ________________________________________________________________________________ Offering Price: The selling stockholders will offer their shares of our common stock at a price of $0.02 per share until our shares are quoted on the OTC Bulletin Board or in another quotation medium and, thereafter, at prevailing market prices or privately negotiated prices or otherwise as set forth under "Plan of Distribution" in this prospectus. We determined this offering price arbitrarily based upon the price of the last sale of our shares to investors. ________________________________________________________________________________ Terms of the Offering: The selling stockholders will determine when and how they will sell the common stock offered in this prospectus. Refer to "Plan of Distribution". ________________________________________________________________________________ Termination of the Offering: The offering will conclude when all of the 2,300,000 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of shares. ________________________________________________________________________________ Use of Proceeds: We will not receive any proceeds from this offering. ________________________________________________________________________________ No Present Public Market for Our Our common stock is not presently Common Stock: listed for trading on any securities exchange ormarket. We intend to apply to have our shares of common stock quoted on the OTC Bulletin Board at the time the registration statement of which this prospectus forms a part becomes effective. ________________________________________________________________________________ 3 ________________________________________________________________________________ Outstanding Shares of Common Stock: There are 5,440,000 shares of our common stock issued and outstanding as at the date of this prospectus. ________________________________________________________________________________ Risk Factors: See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in our common shares. ________________________________________________________________________________ SUMMARY OF FINANCIAL DATA All financial information is stated in United States dollars unless otherwise specified. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The following financial data has been derived from and should be read in conjunction with our audited financial statements from our inception (July 22, 2005) to April 30, 2008 together with the notes thereto and the section of this prospectus entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations".
BALANCE SHEET DATA AS AT APRIL 30, 2008 AS AT APRIL 30, 2007 (AUDITED) (AUDITED) ____________________________________ _____________________________ ASSETS Cash $ 18,187 $ 24,332 ____________________________________ _____________________________ Total assets $ 18,187 $ 24,332 ____________________________________ _____________________________ CURRENT LIABILITIES ____________________________________ _____________________________ Accounts payable and accrued liabilities $ -0- $ -0- ____________________________________ _____________________________ Total Current Liabilities -0- -0- TOTAL STOCKHOLDERS' EQUITY 18,187 24,332 ____________________________________ _____________________________ Total liabilities and stockholder's equity $ 18,187 $ 24,332 ____________________________________ _____________________________
STATEMENT OF OPERATIONS DATA CUMULATIVE FROM JULY 22, 2005 FOR THE YEAR ENDED APRIL FOR THE (DATE OF INCEPTION) 30, 2008 YEAR ENDED APRIL 30, 2007 TO APRIL 30, 2008 (AUDITED) (AUDITED) (AUDITED) ___________________________ ____________________________ ______________________ REVENUES $ - $ - $ - ___________________________ ____________________________ ______________________ EXPENSES Bank charges and interest 100 84 252 Mineral property -0- 8,000 8,000 Office expenses -0- 16 516 Professional fees 6,045 -0- 6,045 ___________________________ ____________________________ ______________________ TOTAL OPERATING EXPENSES 6,145 8,100 14,813 ___________________________ ____________________________ ______________________ NET LOSS $(6,145) $(8,100) $(14,813) ___________________________ ____________________________ ______________________
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 shares of common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties, including those that 4 we do not know about or that we currently deem immaterial, also may adversely affect our business. The trading price of our shares of common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment. RISKS RELATED TO OUR BUSINESS WE WILL NEED TO RAISE ADDITIONAL FINANCING TO COMPLETE FURTHER EXPLORATION. We were incorporated on July 22, 2005, and to date have been involved primarily in organizational activities, evaluating resource projects and acquiring certain mineral claims located in the Alberni Mining Division in British Columbia, Canada. Therefore, our ability to operate our business successfully remains untested. If we are successful in developing the property underlying our mineral claims, we anticipate that we will retain future earnings, if any, and other cash resources for the future operation and development of our business as appropriate. We do not currently anticipate declaring or paying any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of our board of directors, which will take into account many factors including our operating results, financial conditions and anticipated cash needs. For these reasons, we may never achieve profitability or pay dividends. We will require significant additional financing in order to continue our exploration activities and our assessment of the commercial viability of our mineral properties. Furthermore, if the costs of our planned exploration programs are greater than anticipated, we may have to seek additional funds through public or private share offerings or arrangements with corporate partners. There can be no assurance that we will be successful in our efforts to raise these require funds, or on terms satisfactory to us. The continued exploration of current and future mineral properties and the development of our business will depend upon our ability to establish the commercial viability of our mineral properties and to ultimately develop cash flow from operations and reach profitable operations. We currently are in the exploration stage and we have no revenue from operations and we are experiencing significant negative cash flow. Accordingly, the only other sources of funds presently available to us are through the sale of equity. We presently believe that debt financing will not be an alternative to us as all of our properties are in the exploration stage. Alternatively, we may finance our business by offering an interest in any of our future mineral properties to be earned by another party or parties carrying out further exploration and development thereof or to obtain project or operating financing from financial institutions, neither of which is presently intended. If we are unable to obtain this additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of our mineral properties. Further, if we are able to establish that development of our mineral properties is commercially viable, our inability to raise additional financing at this stage would result in our inability to place our mineral properties into production and recover our investment. We may not discover commercially exploitable quantities of mineral on our properties that would enable us to enter into commercial production, and achieve revenues and recover the money we spend on exploration. Our properties do not contain reserves in accordance with the definitions adopted by the Securities and Exchange Commission, and there is no assurance that any exploration programs that we out will establish reserves. Our mineral properties are in the exploration stage as opposed to the development stage and have no known body of economic mineralization. The known mineralization at these projects has not yet been determined, and may never be determined to be economic. We plan to conduct further exploration activities on our mineral properties, which future exploration may include the completion of feasibility studies necessary to evaluate whether commercial mineable mineral exists on any of our properties. There is a substantial risk that these exploration activities will not result in discoveries of commercially recoverable quantities of mineral. Any determination that our properties contain commercially recoverable quantities of mineral may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economical. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that our mineral properties can be commercially developed WE DO NOT HAVE SUFFICIENT FINANCIAL RESOURCES TO COMPLETE OUR RECOMMENDED EXPLORATION PROGRAM AND TO CONTINUE OPERATIONS BEYOND THE NEXT TWELVE MONTHS. 5 We have incurred a net loss of $14,813 for the period from July 22, 2005 (date of inception) to April 30, 2008, and we have no revenues to date. At April 30, 2008, we had cash of $18,187 and working capital of $18,187, which may not be sufficient to maintain our administrative costs, to commence phase one of the exploration program recommended by our consulting geologist, and to meet our planned business objectives during the next twelve months. Management recognizes that we will need to generate additional financial resources in order to complete further phases of our recommended exploration program and to meet our planned business objectives beyond the next twelve months. If we are unable to obtain adequate additional financing, we will be prevented from engaging in operations and exploration activities and our business will fail. BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS SUBSTANTIAL RISK THAT NO COMMERCIALLY EXPLOITABLE MINERALS WILL BE FOUND ON THE PROPERTY UNDERLYING OUR MINERAL CLAIMS AND THAT OUR BUSINESS WILL FAIL. We have not begun the recommended exploration program on the property underlying our mineral claims and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of minerals on the property. You should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of minerals on the property underlying our mineral claims. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of minerals. 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 property underlying our mineral claims that we plan to undertake. Problems such as unusual or unexpected formations, the inability to obtain suitable or adequate machinery, equipment or labour, and other risks involved in mineral exploration, often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan. In addition, any determination that the property underlying our mineral claims contains commercially recoverable quantities of minerals may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economically viable. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that the property underlying our mineral claims can be commercially developed. AS PART OF OUR GROWTH STRATEGY, WE INTEND TO ACQUIRE ADDITIONAL MINERAL EXPLORATION PROPERTIES. Such acquisitions may pose substantial risks to our business, financial condition, and results of operations. In pursuing acquisitions, we will compete with other companies, many of which have greater financial and other resources to acquire attractive properties. Even if we are successful in acquiring additional properties, some of the properties may not produce positive results of exploration, or we may not complete exploration of such prospects within specified time periods may cause the forfeiture of the lease in that prospect. There can be no assurance that we will be able to successfully integrate acquired properties, which could result in substantial costs and delays or other operational, technical, or financial problems. Further, acquisitions could disrupt ongoing business operations. If any of these events occur, it would have a material adverse effect upon our operations and results from operations. WE ARE RELATIVELY A NEW ENTRANT INTO THE MINERAL EXPLORATION AND DEVELOPMENT INDUSTRY WITHOUT PROFITABLE OPERATING HISTORY. Since inception, our activities have been limited to organizational efforts and obtaining working capital. It has only been since 2005 that our business operations and focus is on acquiring and developing a very limited number of properties. As a result, there is limited information regarding production or revenue generation. As a result, our future revenues may be limited. The business of mineral exploration and development is subject to many risks and if mineral is found in economic production quantities, the potential profitability of future possible mining ventures depends upon factors beyond our control. The potential profitability of mining mineral properties if economic quantities of mineral is found is dependent upon many factors and risks beyond our control, including, but not limited to: (i) unanticipated ground and water conditions and adverse claims to water rights; (ii) geological problems; (iii) metallurgical 6 and other processing problems; (iv) the occurrence of unusual weather or operating conditions and other force majeure events; (v) lower than expected grades of mineral; (vi) accidents; (vii) delays in the receipt of or failure to receive necessary government permits; (viii) delays in transportation; (ix) labor disputes; (x) government permit restrictions and regulation restrictions; (xi) unavailability of materials and equipment; and (xii) the failure of equipment or processes to operate in accordance with specifications or expectations. THE RISKS ASSOCIATED WITH EXPLORATION AND DEVELOPMENT AND, IF APPLICABLE, MINING COULD CAUSE PERSONAL INJURY OR DEATH, ENVIRONMENTAL DAMAGE, DELAYS IN MINING, MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY. We are not currently engaged in mining operations because we are in the exploration phase and have not yet any proved mineral reserves. We do not presently carry property and liability insurance. Cost effective insurance contains exclusions and limitations on coverage and may be unavailable in some circumstances. MINERAL PRICES MAY NOT SUPPORT CORPORATE PROFIT. Mineral prices have been highly volatile, and are affected by numerous international economic and political factors which we have no control. The price of minerals is affected by numerous factors beyond our control, including the demand, increased supplies from both existing and new mineral mines, sales of minerals from existing government stockpiles, and political and economic conditions. Our long-term success is highly dependent upon the price of minerals, as the economic feasibility of any ore body discovered on our properties would in large part be determined by the prevailing market price of that mineral. If a profitable market does not exist, we could have to cease operations. OUR EXPLORATION ACTIVITIES MAY NOT BE COMMERCIALLY SUCCESSFUL, WHICH COULD LEAD US TO ABANDON OUR INVESTMENTS IN EXPLORATION. Our long-term success depends on our ability to establish commercially recoverable quantities of minerals on the property underlying our mineral claims and any other property that we may acquire. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on the property underlying our mineral claims or any property we may acquire. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of minerals on any such properties. AS WE UNDERTAKE EXPLORATION OF THE PROPERTY UNDERLYING OUR MINERAL CLAIMS, WE WILL BE SUBJECT TO COMPLIANCE WITH GOVERNMENT REGULATION THAT MAY INCREASE THE ANTICIPATED TIME AND COST OF OUR EXPLORATION PROGRAM. There are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the mining laws and regulations of British Columbia as we carry out 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. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent us from carrying out our exploration program. 7 IF THERE IS A DEFECT WITH RESPECT TO TITLE OF OUR MINERAL CLAIMS, OUR BUSINESS MAY FAIL. We own certain mineral claims in British Columbia, Canada. Although we believe that we have taken all appropriate steps to determine that we have title to these claims, there is no guarantee that there are no defects with respect to title of the mineral claims. The property may be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by undetected defects. If we do not have clear title to our mineral claims, our business may fail and you may lose your entire investment in our common stock. IF WE ARE UNABLE TO MAINTAIN OUR MINERAL CLAIMS, THEN OUR BUSINESS WILL FAIL. We own mineral claims in the British Columbia, Canada. British Columbia's Mineral Tenure Act requires that a holder of title to mineral claims must spend at least CDN$0.40 per hectare per year (in the form of expenditures or payment of a fee in lieu thereof) in order to keep claims in good standing. Our mineral claims cover a total area of approximately 485,021 hectares. Thus, the annual cost of compliance with the Mineral Tenure Act with respect to our mineral claims is currently approximately CDN $4.00 for the first three years and CDN $8.00 thereafter per year. The claims are in good standing with the Province of British Columbia. As such, exploration work with a minimum value of approximately CDN $1,940.08 (or payment of a fee in lieu thereof) is required before October 31 of each year in order to maintain the claims in good standing for an additional year. If we fail to meet these requirements on a timely basis, our mineral claims will lapse. Accordingly, you could lose all or part of your investment in our common stock. WE ARE SUBJECT TO RISKS INHERENT IN THE MINING INDUSTRY, AND AT PRESENT WE DO NOT HAVE ANY INSURANCE AGAINST SUCH RISKS. ANY LOSSES WE MAY INCUR THAT ARE ASSOCIATED WITH SUCH RISKS MAY CAUSE US TO INCUR SUBSTANTIAL COSTS WHICH WILL HAVE A MATERIAL ADVERSE EFFECT UPON OUR RESULTS OF OPERATIONS. Any mining operations that we may undertake in the future will be subject to risks normally encountered in the mining business. Mining for valuable minerals is generally subject to a number of risks and hazards, including environmental hazards, industrial accidents, labour disputes, unusual or unexpected geological conditions, pressures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes. At the present we do not intend to obtain insurance coverage and even if we were to do so, such insurance may not be available to us at economically feasible premiums or at all. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies in the mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations. Such costs could potentially exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our common stock. IF WE DO NOT FIND A JOINT VENTURE PARTICIPANT FOR THE CONTINUED EXPLORATION OF THE PROPERTY UNDERLYING OUR MINERAL CLAIMS, WE MAY NOT BE ABLE TO ADVANCE THE EXPLORATION WORK. If the initial results of our mineral exploration program are successful, we may try to enter into a joint venture agreement with a third party for the further exploration and possible production of the property underlying our mineral claims. We would face competition from other junior mineral resource exploration companies if we attempt to enter into a joint venture agreement with a third party. A prospective joint venture participant could have a limited ability to enter into joint venture agreements with junior exploration companies, and will seek the junior exploration companies who have the properties that it deems to be the most attractive in terms of potential return and investment cost. In addition, if we entered into a joint venture agreement, we would likely assign a percentage of our interest in our mineral claims to the joint venture participant. If we are unable to enter into a joint venture agreement with a third party, we may fail and you will lose your entire investment in our common stock. 8 BECAUSE OF THE FIERCELY COMPETITIVE NATURE OF THE MINING INDUSTRY, WE MAY BE UNABLE TO MAINTAIN OR ACQUIRE ATTRACTIVE MINING PROPERTIES ON ACCEPTABLE TERMS, WHICH WILL MATERIALLY AFFECT OUR FINANCIAL CONDITION. The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our revenues, operations and financial condition could be materially adversely affected. WE RELY ON KEY MEMBERS OF MANAGEMENT, THE LOSS OF WHOSE SERVICES WOULD HAVE A MATERIAL ADVERSE EFFECT ON OUR SUCCESS AND DEVELOPMENT. Our success depends to a certain degree upon certain key members of the management. These individuals are a significant factor in our growth and success. The loss of the service of members of the management could have a material adverse effect on us. In particular, our success is highly dependant upon the efforts of our sole officer, Richard Goodhart, and our directors, the loss of whose services would have a material adverse effect on our success and development. BECAUSE OUR SOLE OFFICER HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATION, CAUSING OUR BUSINESS TO FAIL. Our sole officer, Richard Goodhart, who serves as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and as one of our directors, is spending only approximately 20% of his business time on providing management services to us. While we believe that Mr. Goodhart presently possesses adequate time to attend to our interests, it is possible that the demands on him from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development. NEVADA LAW AND OUR ARTICLES OF INCORPORATION MAY PROTECT OUR DIRECTORS FROM CERTAIN TYPES OF LAWSUITS. Nevada law provides that our officers and directors will not be liable to us or our stockholders for monetary damages for all but certain types of conduct as officers and directors. Our Bylaws permit us broad indemnification powers to all persons against all damages incurred in connection with our business to the fullest extent provided or allowed by law. The exculpation provisions may have the effect of preventing stockholders from recovering damages against our officers and directors caused by their negligence, poor judgment or other circumstances. The indemnification provisions may require us to use our limited assets to defend our officers and directors against claims, including claims arising out of their negligence, poor judgment, or other circumstances. RISKS RELATED TO OUR COMMON STOCK THERE IS NO ACTIVE TRADING MARKET FOR OUR COMMON STOCK, AND IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, OUR INVESTORS WILL BE UNABLE TO SELL THEIR SHARES. There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the Financial Industry Regulatory Authority's (FINRA) OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock. At the date hereof we are not aware that any market maker has any such intention. We cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be 9 able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of exploration stage companies, which may materially adversely affect the market price of our common stock. SALES OF A SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK INTO THE PUBLIC MARKET BY THE SELLING STOCKHOLDERS MAY RESULT IN SIGNIFICANT DOWNWARD PRESSURE ON THE PRICE OF OUR COMMON STOCK AND COULD AFFECT THE ABILITY OF OUR STOCKHOLDERS TO REALIZE ANY CURRENT TRADING PRICE OF OUR COMMON STOCK. Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock, when and if such market develops. When the registration statement of which this prospectus forms a part is declared effective, the selling stockholders may be reselling up to 44.1% of the issued and outstanding shares of our common stock. As a result of such registration statement, a substantial number of our shares of common stock which have been issued may be available for immediate resale when and if a market develops for our common stock, which could have an adverse effect on the price of our common stock. As a result of any such decreases in price of our common stock, purchasers who acquire shares from the selling stockholders may lose some or all of their investment. Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock. RESALE RESTRICTIONS FOR BRITISH COLUMBIA RESIDENTS MAY LIMIT THE ABILITY OF SUCH RESIDENTS TO RESELL THEIR SHARES IN THE U.S., WHICH WILL AFFECT THE PRICE AT WHICH THEIR SHARES MAY BE SOLD. Selling stockholders that are residents of British Columbia have to rely on an exemption from prospectus and registration requirements of British Columbia securities laws to sell their shares that are being registered for resale by this prospectus. Such selling stockholders have to comply with the British Columbia Securities Commission's B.C. Instrument 72-502 "Trade in Securities of U.S. Registered Issuers" to resell their shares. B.C. Instrument 72-502 requires, among other conditions, that British Columbia residents hold the shares for a period of twelve months and, consequent thereon, limits the volume of shares sold in a twelve-month period to five percent of the issued and outstanding shares of the issuer. However, if we become a reporting issuer in British Columbia, then our British Columbia stockholders will only have to hold their shares for a period of four months and a day from becoming a reporting issuer in order to resell their shares. These restrictions will limit the ability of the British Columbia residents to resell the securities in the United States and, therefore, may materially affect the market value of your shares. If we decide to become a reporting issuer in British Columbia, then it is estimated that becoming such will take approximately three months from our decision to do so subject, at all times, to the prior approval of the British Columbia Securities Commission. At present we do not intend to become a reporting issuer in British Columbia. OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK. Our common stock will be subject to the "Penny Stock" Rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common stock. We currently plan to have our common stock quoted on FINRA's OTC Bulletin Board, which is generally considered to be a less efficient market than markets such as NASDAQ or the national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. Further, our securities will be subject to the "penny stock rules" adopted pursuant to Section 15(g) of the SECURITIES EXCHANGE ACT OF 1934, as amended. The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under 10 certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules", investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital. In addition to the "penny stock" rules promulgated by the SEC, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. ONE OF DIRECTORS IS OUTSIDE THE UNITED STATES, WITH THE RESULT THAT IT MAY BE DIFFICULT FOR INVESTORS TO ENFORCE WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR ANY OF OUR DIRECTORS OR OFFICERS. One of our directors is a national and/or resident of a country other than the United States, and all or a substantial portion of such person's assets are located outside the United States. As a result, it may be difficult for investors to effect service of process on our directors or officers, or enforce within the United States or Canada any judgments obtained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them. In addition, investors may not be able to commence an action in a Canadian court predicated upon the civil liability provisions of the securities laws of the United States. PLEASE READ THIS PROSPECTUS CAREFULLY. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION PROVIDED BY THE PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THIS PROSPECTUS. FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of valuable minerals, availability of funds, government regulations, operating costs, exploration costs, outcomes of exploration programs and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially from any forward-looking statement. In evaluating these statements, you should consider various factors, including the risks outlined in this prospectus. These factors may cause our actual results to differ materially from any forward-looking statement. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We do not intend to 11 update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States. The safe harbour for forward-looking statements provided in the PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 does not apply to the offering made in this prospectus. USE OF PROCEEDS We will not receive any proceeds from the sale of the shares of common stock offered through this prospectus by the selling stockholders. All proceeds from the sale of the shares will be for the account of the selling stockholders, as described below in the sections of this prospectus entitled "Selling Stockholders" and "Plan of Distribution". We will, however, incur all costs associated with this prospectus and the registration statement of which this prospectus forms a part. DETERMINATION OF OFFERING PRICE Our common stock is not presently traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Accordingly, we have fixed the benchmark offering price by reference to our most recent offering of our shares, which was effected at $0.02 per share. The selling stockholders will sell their common stock at the price of $0.02 per share until our common stock is quoted on the OTC Bulletin Board or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices. There is no relationship whatsoever between the offering price and our assets, earnings, book value or any other objective criteria of value. If our common stock becomes publicly traded and a market for the stock develops, the actual offering price of the shares that are the subject of this prospectus will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling stockholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling stockholders named in this prospectus. DILUTION The common stock to be sold by the selling stockholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders. SELLING STOCKHOLDERS The selling stockholders named in this prospectus are offering all of the 2,300,000 shares of common stock covered by this prospectus, consisting of shares issued in the private placement transaction we completed on December 12, 2005 at a price of $0.01 per share. We completed the offering of the shares in a transaction pursuant to Rule 903 of Regulation S under the Securities Act. The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock by each of the selling stockholders, including: 1. the number of shares owned by each selling stockholder prior to this offering; 2. the total number of shares that are to be offered by each selling stockholder; 3. the total number of shares that will be owned by each selling stockholder upon completion of the offering; and 4. the percentage owned by each selling stockholder upon completion of this offering. Information with respect to beneficial ownership is based upon information obtained from the selling stockholders. Information with respect to "Total shares to be owned upon completion of this offering" assumes the sale of all of 12 the shares offered by this prospectus and no other purchases or sales of our common stock by the selling stockholders. Except as described below and to our knowledge, the named selling stockholder beneficially owns and has sole voting and investment power over all shares or rights to these shares. Other than any relationships described below, none of the selling stockholders had or have any material relationship with us. To our knowledge, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.
TOTAL NUMBER OF SHARES TO BE OFFERED FOR TOTAL SHARES TO SHARES OWNED SELLING BE OWNED UPON PERCENT OWNED NAME OF SELLING PRIOR TO THIS SHAREHOLDERS COMPLETION OF UPON COMPLETION OF SHAREHOLDER OFFERING(1) ACCOUNT THIS OFFERING THIS OFFERING(2) __________________________________________ _____________ ______________ _______________ __________________ PRIVATE PLACEMENT COMPLETED ON DECEMBER 12, 2005 AT A PRICE OF $0.01 PER SHARE ______________________________________________________________________________ Cheveldean, Randy 100,000 100,000 -0- -0- Fix, Barbara 100,000 100,000 -0- -0- Cramfield, T.A. 100,000 100,000 -0- -0- Fix, Irene 100,000 100,000 -0- -0- Ramey, Edward 100,000 100,000 -0- -0- Waines, Jason 100,000 100,000 -0- -0- Trundle, James 100,000 100,000 -0- -0- Bryan, Len 100,000 100,000 -0- -0- Cvetkoviv, Sanjin 100,000 100,000 -0- -0- Scobdan, Spasoejvie 100,000 100,000 -0- -0- Wigen, David A. 100,000 100,000 -0- -0- McAdam, Bruce 100,000 100,000 -0- -0- Moen, Dean Bradlewy 100,000 100,000 -0- -0- Rankin, Scott 100,000 100,000 -0- -0- Blair, Bonnie 100,000 100,000 -0- -0- Ennis, Don 100,000 100,000 -0- -0- Ennis, Ryan 100,000 100,000 -0- -0- Peers, Brian 100,000 100,000 -0- -0- Peers, Heather 100,000 100,000 -0- -0- Kinsky, Andrea 100,000 100,000 -0- -0- Toews, Ron 100,000 100,000 -0- -0- Dillon, John 100,000 100,000 -0- -0- Rankin, Fraser 100,000 100,000 -0- -0- TOTAL: 2,300,000 2,300,000 -0- -0- (1) Beneficial ownership calculation under Rule 13d-3 of the SECURITIES AND EXCHANGE ACT OF 1934, as amended (the "Exchange Act"). Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any 13 person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. (2) Based on 5,440,000 shares of our common stock issued and outstanding as of the date of this prospectus.
Because a selling stockholder may offer by this prospectus all or some part of the common shares which it holds, no estimate can be given as of the date hereof as to the number of common shares actually to be offered for sale by a selling stockholder or as to the number of common shares that will be held by a selling stockholder upon the termination of such offering. PLAN OF DISTRIBUTION TIMING OF SALES The selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. OFFERING PRICE The selling stockholders will sell their shares at an offering price of $0.02 per share until our shares are quoted on the OTC Bulletin Board or are listed for trading or quoted on any other public market. Thereafter, the sales price offered by the selling stockholders to the public may be: 1. the market price prevailing at the time of sale; 2. a price related to such prevailing market price; or 3. such other price as the selling stockholders determine from time to time. Our common stock is not currently listed on any national exchange or electronic quotation system. To date, no actions have been taken to list our shares on any national exchange or electronic quotation system. If our common stock becomes publicly traded, then the sales price to the public will vary according to the selling decisions of each selling stockholder and the market for our stock at the time of resale. MANNER OF SALE The shares may be sold by means of one or more of the following methods: 1. a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; 2. purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus; 3. ordinary brokerage transactions in which the broker solicits purchasers; 4. through options, swaps or derivative; 5. privately negotiated transactions; or 6. in a combination of any of the above methods. The selling stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares. Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or 14 concessions from the selling stockholders, or, if any such broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholder. Broker-dealers who acquire shares as principal may thereafter resell the shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with resales of the shares, broker-dealers may pay to commissions or receive from commissions the purchasers of shares as described above. If our selling stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to the registration statement of which this prospectus forms a part, disclosing such arrangements, including the names of any broker dealers acting as underwriters. The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares may be deemed to be "underwriters" within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. SALES PURSUANT TO RULE 144 Any shares of common stock covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus. REGULATION M We have advised the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Accordingly, the selling stockholder is not permitted to cover short sales by purchasing shares while the distribution is taking place. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. In addition, we will make copies of this prospectus available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. STATE SECURITIES LAWS Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with. SALES BY RESIDENTS OF BRITISH COLUMBIA Selling stockholders that are residents of British Columbia have to rely on an exemption from prospectus and registration requirements of British Columbia securities laws to sell their shares which are being registered for resale by this prospectus. Such selling stockholders have to comply with the British Columbia Securities Commission's B.C. Instrument 72-502 "Trade in Securities of U.S. Registered Issuers" to resell their shares. B.C. Instrument 72-502 requires, among other conditions, that British Columbia residents hold the shares for a period of twelve months and, consequent thereon, limits the volume of shares sold in a twelve-month period to five percent of the issued and outstanding shares of the issuer. However, if we become a reporting issuer in British Columbia, then our British Columbia stockholders will only have to hold their shares for a period of four months and a day from becoming a reporting issuer in order to resell their shares. At present we do not intend to become a 15 reporting issuer in British Columbia and, accordingly, British Columbia resident stockholders who wish to make a public sale of shares through the OTC Bulletin Board or on any market or securities exchange in the United States will be limited to the resale limitations set forth in B.C. Instrument 72-502. EXPENSES OF REGISTRATION We are bearing all costs relating to the registration of the common stock. These expenses are estimated to be approximately $25,000 including, but not limited to, legal, accounting, printing and mailing fees. The selling stockholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. DESCRIPTION OF SECURITIES TO BE REGISTERED GENERAL Our authorized capital stock consists of an aggregate of 75,000,000 shares of common stock, with a par value of $0.001 per share. As of the date of this prospectus, there are 5,440,000 shares of our common stock issued and outstanding held by 32 shareholders of record. COMMON STOCK Holders of our common stock are entitled to one vote for each share held on all matters submitted to a stockholder vote, except that at all elections of directors, each stockholder shall be entitled to as many votes as shall be equal to the number of such stockholder's shares of capital stock entitled to vote, multiplied by the number of directors to be elected, and such stockholder may cast all of such votes for a single director or may cast such votes among several directors. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Articles of Incorporation. Holders of common stock are entitled to share in all dividends that the Board of Directors, in its discretion, declares from available funds. The payment of dividends is at the discretion of our Board of Directors. 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. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no sinking fund or redemption provisions applicable to our common stock. 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 offered hereby was employed on a contingency basis, or had, or is to receive, in connection with such offering, a substantial interest, direct or indirect, in us, nor was any such person connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee. Diane D. Dalmy, Esq., legal counsel, has provided an opinion on the validity of the share of our common stock that are the subject of this prospectus. The audited consolidated financial statements included in this prospectus have been audited by RBSM, LLP, Certified Public Accountants, which is an independent registered public accounting firm, to the extent and for the periods set forth 16 in their report appearing elsewhere in this prospectus. These financial statements are included in reliance upon the authority of said firm as an expert in auditing and accounting. DESCRIPTION OF BUSINESS AND PROPERTIES INCORPORATION AND ORGANIZATIONAL ACTIVITITES We were incorporated on July 22, 2005 under the laws of the State of Nevada. On the date of our incorporation, we appointed Glenn Ennis as our sole officer and director. On July 15, 2008, Mr. Ennis resigned as the President/Chief Executive Officer/Chief Financial Officer/Secretary, but remains as a member of the Board of Directors. On July 15, 2008, Richard Goodhart was appointed as the President/Chief Executive Officer/Chief Financial Officer/Treasurer and a member of our Board of Directors. OUR BUSINESS MINERAL CLAIM Since inception, we were an exploration stage company engaged in the acquisition and exploration of mineral properties. On January 15, 2007, we entered into a purchase and sale agreement with David Heyman (the "Agreement") to acquire a100% interest in two mineral claims located in the Alberni Mining Division, British Columbia, for total consideration of $8,000.00 (collectively, the "Claim") As of the date of this Prospectus, the Claim is in good standing and held in trust for us by the vendor of the property, David Heyman. Upon our request, Mr. Heyman will have the Claim recorded in our name with the appropriate mining recorder. We had paid $5,000 to a geologist for analysis of the property underlying our Claim. We had obtained a geological report on the property underlying our Claim. The geology report dated February 19, 2007 recommended renewed work in the project area with the objective being to delineate viable targets for diamond drilling. The first priority should be a comprehensive review of reports and maps pertaining to all past exploration work, including surface surveys, drilling, trenching and underground exploration followed by a field examination of the subject area. The review should include preparation of compilations of all available maps and sections pertaining to the property adjusted to common scales to permit accurate comparisons of data from different projects. The geophysical data, in particular the chargeability surveys previously carried our, should be professionally re-evaluated and an effort should be made to re-locate the survey grids. Their positions along with those of all known mineral occurrences, trenches, drill holes, adits and geographical features should be established with the aid of GPS instruments. Completion of this phase is expected to identify gaps in data and areas where additional effort is needed and to permit design of an appropriate program of additional work. The nature and extent of any follow-up work will be contingent on the results of the review but it is recommended that provision be made for a preliminary program of geological mapping, fill-in soil sampling and possibly trenching particularly in the areas of the chargeability anomalies. Consideration should be given to the application of mobile metal ion geochemistry as an approach to overcoming apparent difficulties with heavy overburden in parts of the property. An estimate of the cost of the proposed initial review and field examination is $13,000. Provision of an additional budget of $71,000 is recommended for the contingent exploration work that would be required to complete the follow-up surveys. EXPLORATION STAGE COMPANY We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain minerals for the purpose of discovering the presence of such minerals, if any, and its extent. There is no assurance that commercially viable minerals exist on the property underlying our Claim, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. To date, we have not 17 discovered an economically viable reserve on the property underlying our interests, and there is no assurance that we will discover one. PROPERTY DESCRIPTION The property consists of two contiguous claims listed in the table below: CLAIM NUMBER AND NAME AREA (IN HECTARES) EXPIRY DATE _______________________ __________________ _________________ 548275 - Horse's Wither 442.845 December 30, 2008 549813-Fetlock 42.176 January 18, 2009 TOTAL AREA: 485.021 -- The following map shows the general location of the property within the Province of British Columbia, and also shows the location of the specific mineral claim blocks, identified in the map below by the tenure numbers listed in the table above: [MAP GOES HERE] Figure 1. The Deer Bay prospect area including the Horses Wither and Getlock Mineral Claims, Alberni Mining Division, B.C. (Scale - 1:250,000) EXPLORATION PROGRAM We will engage a geologist to provide a further analysis of the property and potential for minerals. Our initial program should subsequently be to prospect the property locating all signs of unreported previous work and record the results by global positioning system (GPS) coordinates. After all previous work areas have been accurately located, a geologist can rapidly produce a detailed geological map of the property delineating the favourable areas. Samples should be carefully collected from all exposure of the formation and analyses performed. The requirement to raise further funding for exploration beyond that obtained for the next six month period continues to depend on the outcome of geological and engineering testing occurring over this interval. If results provide the basis to continue development and geological studies indicate high probabilities of sufficient production quantities, we will attempt to raise capital to further our mining program, build production infrastructure, and raise additional capital for further land acquisitions. This includes the following activity: o Review all available information and studies. o Digitize all available factual information. o Complete an NI 43-101 Compliant Report with a qualified geologist familiar with mineralization. o Determine feasibility and amenability of extracting the minerals via an ISL operation. o Create investor communications materials, corporate identity. o Raise funding for mineral development. o Target further leases for exploration potential and obtain further funding to acquire new development targets. 18 COMPETITION We operate in a highly competitive industry, competing with other mining and exploration companies, and institutional and individual investors, which are actively seeking mineral based exploration properties throughout the world together with the equipment, labour and materials required to exploit such properties. Many of our competitors have financial resources, staff and facilities substantially greater than ours. The principal area of competition is encountered in the financial ability to cost effectively acquire prime mineral exploration prospects and then exploit such prospects. Competition for the acquisition of mineral exploration properties is intense, with many properties available in a competitive bidding process in which we may lack technological information or expertise available to other bidders. Therefore, we may not be successful in acquiring and developing profitable properties in the face of this competition. No assurance can be given that a sufficient number of suitable mineral exploration properties will be available for acquisition and development. MINERAL EXPLORATION REGULATION Our mineral exploration activities are, or will be, subject to extensive foreign laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Mineral exploration is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations may impose substantial costs on us and will subject us to significant potential liabilities. Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on our business operations. Exploration and production activities are subject to certain environmental regulations which may prevent or delay the commencement or continuance of our operations. Our activities may be subject to certain federal, state and local laws and regulations, relating to environmental quality and pollution control. Such laws and regulations increase the costs of these activities and may prevent or delay the commencement or continuance of a given operation. Compliance with these laws and regulations does not appear to have a future material effect on our operations or financial condition to date. Specifically, we may be subject to legislation regarding emissions into the environment, water discharges and storage and disposition of hazardous wastes. However, such laws and regulations, whether national or local, are frequently changed and we are unable to predict the ultimate cost of compliance. Generally, environmental requirements do not appear to affect us any differently or to any greater or lesser extent than other companies in the industry and our current operations have not expanded to a point where either compliance or cost of compliance with environmental regulation is a significant issue for us. Costs have not been incurred to date with respect to compliance with environmental laws but such costs may be expected to increase with an increase in scale and scope of exploration. Mineral exploration operations are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our business operations. Mineral exploration operations are subject to foreign, federal, state, and local laws relating to the protection of the environment, including laws regulating removal of natural resources from the ground and the discharge of materials into the environment. Mineral exploration operations are also subject to federal, state, and local laws and regulations which seek to maintain health and safety standards by regulating the design and use of mining methods and equipment. Various permits from government bodies are required for mining operations to be conducted; no assurance can be given that such permits will be received. Environmental standards imposed by federal, state, or local authorities may be changed and any such changes may have material adverse effects on our activities. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may elect not to insure against due to prohibitive premium costs and other reasons. As of the date of this Prospectus, we have not been required to spend any material amount on compliance with environmental regulations. However, we may be required to do so in future and this may affect our ability to expand or maintain our operations. 19 EMPLOYEES As of the date of this Prospectus we have no significant employees other than Richard Goodhart, our sole officer and a director, and Glenn Ennis, a director. We intend to retain independent geologists and consultants on a contract basis to conduct the work programs on the property underlying our interests in order to carry out our plan of operations. RESEARCH AND DEVELOPMENT EXPENDITURES We have not incurred any research or development expenditures since our incorporation. SUBSIDIARIES We do not have any subsidiaries. PATENTS AND TRADEMARKS We do not own, either legally or beneficially, any patent or trademark. LEGAL PROCEEDINGS We currently are not party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION Our common stock is not presently listed for trading on any securities exchange or market. We intend to apply to list our shares of common stock for trading on the OTC Bulletin Board at the time the registration statement of which this prospectus forms a part becomes effective. CONVERTIBLE SECURITIES As of the date of this Prospectus, we have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock. We may, however, issue such convertible or exchangeable securities in the future. 144 SHARES The SEC has recently enacted changes to Rule 144, which took effect on February 15, 2008. In general, under revised Rule 144, the following guidelines will apply: 20
NON-AFFILIATE (AND HAS NOT BEEN AN AFFILIATE DURING AFFILIATE OR PERSON SELLING ON BEHALF OF AN AFFILIATE THE PRIOR THREE MONTHS) _____________________________________________________ ___________________________________________________ RESTRICTED DURING SIX-MONTH HOLDING PERIOD--no resales under DURING SIX-MONTH HOLDING PERIOD - no resales under SECURITIES OF Rule 144 permitted Rule 144 permitted REPORTING ISSUERS AFTER SIX-MONTH HOLDING PERIOD--may resell in AFTER SIX-MONTH HOLDING PERIOD BUT BEFORE ONE accordance with all Rule 144 requirements, including YEAR - unlimited public resales under Rule 144 current public information, volume limitations, except that the current public information manner of sale requirements for equity securities, requirement still applies and filing of Form 144 AFTER ONE YEAR HOLDING PERIOD - unlimited public resales under Tule 144, need not comply with any other Rule 144 requirements RESTRICTED DURING ONE-YEAR HOLDING PERIOD - no resales under DURING ONE-YEAR HOLDING PERIOD - no resales under SECURITIES OF Rule 144 permitted Rule 144 permitted NON-REPORTING ISSUERS AFTER ONE-YEAR HOLDING PERIOD - may resell in AFTER ONE YEAR HOLDING PERIOD - unlimited public accordance with all Rule 144 requirements, including resales under Rule 144, need not comply with any current public information, volume limitations, other Rule 144 requirements manner of sale requirements for equity securities, and filing of Form 144
Unless and until the Registration Statement of which this Prospectus forms a part is declared effective by the SEC and we subsequently file a registration statement on Form 8-A to register our common stock (which we intend to do upon receipt of notification of effectiveness of the Registration Statement of which this Prospectus forms a part), we will be considered a "non-reporting" issuer such that the guidelines set forth in the bottom row of the chart above will be applicable. Once the Registration Statement of which this Prospectus forms a part is declared effective and we file a Registration Statement on Form 8-A to register our common stock, we will be considered a "reporting company" such that the guidelines in the first row of the chart above will be applicable. As of the date of this Prospectus, to the best of our knowledge and belief, the only "affiliates" of us (as such term is defined in Rule 144, are our officers and directors. As disclosed in this Prospectus under the heading "Security Ownership of Certain Beneficial Owners and Management", our officers and directors are the beneficial owners of an aggregate of 3,000,000 shares of common stock, representing 55.1% of our currently issued and outstanding common stock. Mr. Ennis, one of our directors, acquired 3,000,000 shares as of August 3, 2005. As an affiliate, our director may sell such shares upon satisfaction of the relevant holding period for affiliates indicated above; provided that they comply will all other Rule 144 requirements. As of the date of this Prospectus, "non-affiliates" of our company hold all of our securities not held by affiliates. As of the date of this Prospectus, all of our "non-affiliates" are those individuals listed as selling shareholders in this Prospectus. They acquired their shares as of December 12, 2005. Such non-affiliates may sell such shares upon satisfaction of the relevant holding period for non-affiliates indicated above, provided that they comply with any other applicable Rule 144 requirements as indicated above. REGISTRATION RIGHTS We have not granted registration rights to the selling stockholders or to any other person. HOLDERS OF OUR COMMON STOCK As of the date of this Prospectus we had 24 registered holders of our common stock. 21 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. There are no restrictions in our Articles 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 stockholders who have preferential rights superior to those receiving the distribution. EQUITY COMPENSATION PLANS As of the date of this Prospectus, we do not have any equity compensation plans in place. FINANCIAL STATEMENTS This Prospectus includes: o our audited financial statements from our inception (July 22, 2005) to April 30, 2008 and April 30, 2007, together with the notes thereto. These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars. 22 QUARTZ VENTURES, INC. (AN EXPLORATION STAGE COMPANY) FINANCIAL STATEMENTS APRIL 30, 2008 23 INDEX TO FINANCIAL STATEMENTS TABLE OF CONTENTS PAGE REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-1 BALANCE SHEETS AS OF APRIL 30, 2008 AND 2007 F-2 STATEMENT OF LOSSES FOR THE YEARS ENDED APRIL 30, 2008 AND 2007 AND FOR THE PERIOD JULY 22, 2005 (DATE OF INCEPTION) TO APRIL 30, 2008 F-3 STATEMENT OF STOCKHOLDERS' EQUITY FOR THE PERIOD JULY 22, 2005 (DATE OF INCEPTION) TO APRIL 30, 2008 F-4 STATEMENT OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2008 AND 2007 AND FOR THE PERIOD JULY 22, 2005 (DATE OF INCEPTION) TO APRIL 30, 2008 F-5 NOTES TO THE FINANCIAL STATEMENTS F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors Quartz Ventures, Inc. We have audited the accompanying balance sheets of Quartz Ventures, Inc. (the "Company"), an exploration stage company, as of April 30, 2008 and 2007, and the related statements of losses, stockholder's equity and cash flows for the two years in the period ended April 30, 2008 and the period July 22, 2005 (date of inception) through April 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We have conducted our audits in accordance with auditing standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Quartz Ventures, Inc. at April 30, 2008 and 2007 and the results of its operations and its cash flows for the two years in the period ended April 30, 2008 and the period July 22, 2005 (date of inception) through April 30,2008 in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations. This raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ RBSM LLP Certified Public Accountants New York, New York July 31, 2008 F-1
QUARTZ VENTURES, INC. (AN EXPLORATION STAGE COMPANY) BALANCE SHEETS _________________________________________________________________________________________________________________________ ASSETS APRIL 30, APRIL 30, 2008 2007 __________________ _____________________ CURRENT ASSETS Cash $ 18,187 $ 24,332 _________________________________________________________________________________________________________________________ TOTAL ASSETS $ 18,187 $ 24,332 ========================================================================================================================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ - $ - _________________________________________________________________________________________________________________________ TOTAL CURRENT LIABILITIES - - _________________________________________________________________________________________________________________________ STOCKHOLDERS' EQUITY Capital stock Authorized: 75,000,000 common shares with a par value of $0.001 Issued and outstanding: 5,440,000 common shares as of April 30, 2008 and 2007 5,440 5,440 Additional paid-in-capital 27,560 27,560 Deficit accumulated during the exploration stage (14,813) (8,668) _________________________________________________________________________________________________________________________ TOTAL STOCKHOLDERS' EQUITY 18,187 24,332 _________________________________________________________________________________________________________________________ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 18,187 $ 24,332 =========================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS F-2
QUARTZ VENTURES, INC. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF LOSSES _________________________________________________________________________________________________________________________ CUMULATIVE FROM JULY 22, 2005 (DATE OF YEAR ENDED YEAR ENDED INCEPTION) TO APRIL 30, 2008 APRIL 30, 2007 APRIL 30, 2008 _________________________________________________________________________________________________________________________ Costs and Expenses: Bank charges and interest $ 100 $ 84 $ 252 Mineral property - 8,000 8,000 Office expenses - 16 516 Professional fees 6,045 - 6,045 _________________________________________________________________________________________________________________________ Total operating expenses 6,145 8,100 14,813 _________________________________________________________________________________________________________________________ Net loss from operations (6,145) (8,100) (14,813) _________________________________________________________________________________________________________________________ Net loss before provision for income taxes (6,145) (8,100) (14,813) _________________________________________________________________________________________________________________________ Income taxes (benefit) - - - Net loss $ (6,145) $ (8,100) $ (14,813) ========================================================================================================================= LOSS PER SHARE - BASIC AND DILUTED $ (0.00) $ (0.00) ========================================================================================================================= WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (BASIC AND FULLY DILUTED) 5,440,000 5,440,000 =========================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS F-3
QUARTZ VENTURES, INC. (AN EXPLORATION STAGE COMPANY) STATEMENT OF STOCKHOLDERS' EQUITY FROM JULY 22, 2005 (DATE OF INCEPTION) TO APRIL 30, 2008 DEFICIT ACCUMULATED NUMBER OF ADDITIONAL DURING THE COMMON PAR PAID-IN- DEVELOPMENT SHARES VALUE CAPITAL STAGE TOTAL _____________________________________________________________________________________________________________________ August 3, 2005 Subscribed for cash at $0.001 3,000,000 $ 3,000 $ - $ - $ 3,000 August 31, 2005 Subscribed for cash at $0.01 400,000 400 3,600 - 4,000 September 20, 2005 Subscribed for cash at $0.01 700,000 700 6,300 - 7,000 October 11, 2005 Subscribed for cash at $0.01 600,000 600 5,400 - 6,000 November 30, 2005 Subscribed for cash at $0.01 600,000 600 5,400 - 6,000 December 15, 2005 Subscribed for cash at $0.05 140,000 140 6,860 - 7,000 Net Loss - - - (568) (568) _____________________________________________________________________________________________________________________ Balance, April 30, 2006 5,440,000 5,440 27,560 (568) 32,432 Net loss - - - (8,100) (8,100) _____________________________________________________________________________________________________________________ Balance, April 30, 2007 5,440,000 5,440 27,560 (8,668) 24,332 Net loss - - - (6,145) (6,145) _____________________________________________________________________________________________________________________ Balance, April 30, 2008 5,440,000 $ 5,440 $ 27,560 $(14,813) $18,187 =====================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS F-4
QUARTZ VENTURES, INC. (AN EXPLORATION STAGE COMPANY) STATEMENTS OF CASH FLOWS ________________________________________________________________________________________________________________________ CUMULATIVE FROM JULY 22, 2005 (DATE OF YEAR ENDED YEAR ENDED INCEPTION) TO APRIL 30, 2008 APRIL 30, 2007 APRIL 30, 2008 ________________ ____________________ _____________________ CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (6,145) $ (8,100) $ (14,813) Adjustments to reconcile net loss to net cash Accounts payable and accrued liabilities - - - ________________________________________________________________________________________________________________________ Net cash used in operations (6,145) (8,100) (14,813) ________________________________________________________________________________________________________________________ CASH FLOWS FROM FINANCING ACTIVITIES Shares subscribed for cash - - 33,000 ________________________________________________________________________________________________________________________ Net cash provided by financing activities - - 33,000 ________________________________________________________________________________________________________________________ Net (decrease) increase in cash and equivalents (6,145) (8,100) 18,187 Cash and equivalents at the beginning of the period 24,332 32,432 - ________________________________________________________________________________________________________________________ Cash and equivalents at the end of the period $ 18,187 $ 24,332 $ 18,187 ======================================================================================================================== SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for: Interest $ - $ - $ - ================================================================================================================= Taxes $ - $ - $ - =================================================================================================================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS F-5 QUARTZ VENTURES, INC. (AN EXPLORATION STAGE COMPANY) Notes To The Financial Statements April 30, 2008 ________________________________________________________________________________ 1. BUSINESS AND BASIS OF PRESENTATION Quartz Ventures, Inc. ("the Company") was incorporated under the laws of State of Nevada, U.S. on July 22, 2005, with an authorized capital of 75,000,000 common shares with a par value of $0.001. The Company's year end is the end of April. The Company is in the exploration stage of its resource business. During the year ended April 30, 2006, the Company commenced operations by issuing shares and acquiring a mineral property located in the Province of British Columbia, Canada. The Company has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of costs incurred for acquisition and exploration of the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof. These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $14,813 as at April 30, 2008 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. CASH AND CASH EQUIVALENTS For purposes of statement of cash flows the Company considers all highly liquid debt instruments purchased with a maturity date of three months or less to be cash equivalent. EXPLORATION STAGE COMPANY The Company complies with the Financial Accounting Standards Board Statement No. 7, its characterization of the Company as an exploration stage enterprise. MINERAL INTERESTS Mineral property acquisition, exploration and development costs are expensed as incurred until such time as economic reserves are quantified. To date the Company has not established any proven or probable reserves on its mineral properties. The Company has adopted the provisions of SFAS No. 143 "Accounting for Asset Retirement Obligations" which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at April 30, 2008, any potential costs relating to the retirement of the Company's mineral property interest has not yet been determined. USE OF ESTIMATES AND ASSUMPTIONS The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. F-6 QUARTZ VENTURES, INC. (AN EXPLORATION STAGE COMPANY) Notes To The Financial Statements April 30, 2008 ________________________________________________________________________________ 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) FOREIGN CURRENCY TRANSLATION The financial statements are presented in United States dollars. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are translated at the exchange rates prevailing on the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations. FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying value of cash and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. ENVIRONMENTAL COSTS Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts. INCOME TAXES The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At April 30, 2008, full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded. BASIC AND DILUTED LOSS PER SHARE The Company computes loss per share in accordance with SFAS No. 128, "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal. RESEARCH AND DEVELOPMENT The Company accounts for research and development costs in accordance with the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 2 ("SFAS 2"), "Accounting for Research and Development Costs". Under SFAS 2, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and developments costs are expensed when the contracted work has been performed or as milestone results have been achieved. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred. The Company incurred expenditures $0 the period from July 22, 2005 (date of inception) to April 30, 2008 REVENUE RECOGNITION The Company will recognize revenue in accordance with Staff Accounting Bulletin No. 104, REVENUE RECOGNITION ("SAB104"), which superseded Staff Accounting Bulletin No. 101, REVENUE RECOGNITION IN FINANCIAL STATEMENTS ("SAB101"). SAB 101 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectibility is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectibility of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. SAB 104 incorporates Emerging Issues Task Force 00-21 ("EITF 00-21"), MULTIPLE-DELIVERABLE REVENUE ARRANGEMENTS. EITF 00-21 addresses accounting for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. The effect of implementing EITF 00-21 on the Company's d financial position and results of operations was not significant. From the date of inception through April 30, 2008, the Company has not generated any revenue to date. ADVERTISING The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $0 in advertising costs during the year ended April 30, 2008 and 2007 LIQUIDITY As shown in the accompanying financial statements, the Company has incurred net losses of $14,813 from its inception on July 22, 2005 through April 30, 2008. As of April 30, 2008, the Company's has excess of current assets over its current liabilities by $18,187, with cash and cash equivalents representing $18,187. F-7 QUARTZ VENTURES, INC. (AN EXPLORATION STAGE COMPANY) Notes To The Financial Statements April 30, 2008 ________________________________________________________________________________ 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) STOCK-BASED COMPENSATION In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which replaced SFAS No. 123, "Accounting for Stock-Based Compensation" and superseded APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment", which provides supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption options. Under the retroactive options, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company adopted the modified prospective approach of SFAS No. 123R for the year ended April 30, 2006. The Company did not record any compensation expense for the year ended April 30, 2008 and 2007 because there were no stock options outstanding prior to the adoption or at April 30, 2008. RECENT ACCOUNTING PRONOUNCEMENTS In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115 " ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption of SFAS No. 159 is not expected to have a material impact on the Company financial position, results of operations or cash flows. In June 2007, the FASB ratified the consensus in EITF Issue No. 07-3, "Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities" (EITF 07-3), which requires that nonrefundable advance payments for goods or services that will be used or rendered for future research and development (R&D) activities be deferred and amortized over the period that the goods are delivered or the related services are performed, subject to an assessment of recoverability. EITF 07-3 will be effective for fiscal years beginning after December 15, 2007. The Company does not expect that the adoption of EITF 07-3 will have a material impact on its financial position, results of operations or cash flows SFAS No. 141(R), "Business Combinations" -- This statement includes a number of changes in the accounting and disclosure requirements for new business combinations occurring after its effective date. The changes in accounting requirements include: acquisition costs will be expensed as incurred; noncontrolling (minority) interests will be valued at fair value; acquired contingent liabilities will be recorded at fair value; acquired research and development costs will be recorded at fair value as an intangible asset with indefinite life; restructuring costs will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and changes in income tax uncertainties after the acquisition date will generally affect income tax expense. The statement is effective for new business combinations occurring on or after the first reporting period beginning on or after December 15, 2008. The adoption of SFAS No. 141(R) is not expected to have a material impact on our financial position, results of operations or cash flows. SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements: An Amendment of ARB No. 51" -- This statement changes the accounting and reporting for noncontrolling (minority) interests in subsidiaries and for deconsolidation of a subsidiary. Under the revised basis, the noncontrolling interest will be shown in the balance sheet as a separate line in equity instead of as a liability. In the income statement, separate totals will be shown for consolidated net income including noncontrolling interest, noncontrolling interest as a deduction, and consolidated net income attributable to the controlling interest. In addition, changes in ownership interests in a subsidiary that do not result in deconsolidation are equity transactions if a controlling financial interest is retained. If a subsidiary is deconsolidated, the parent company will now recognize gain or loss to net income based on fair value of the noncontrolling equity at that date. The statement is effective prospectively for fiscal years and interim periods beginning on or after December 15, 2008 and earlier adoption is prohibited. The adoption of SFAS No. 160 is not expected to have a material impact the financial position, results of operations or cash flows. SFAS No. 161. In March 2008, the Financial Accounting Standards Board (the "FASB") issued Statement on Financial Accounting Standards ("SFAS") No. 161, "Disclosures about Derivative Instruments and Hedging Activities - An Amendment of FASB Statement No. 133" ("SFAS 161"). SFAS 161 enhances required disclosures regarding derivatives and hedging activities, including enhanced disclosures regarding how: (a) an entity uses derivative instruments; (b) derivative instruments and related hedged items are accounted for under SFAS 133; and (c) derivative instruments and related hedged items affect an entity's financial position, financial performance, and cash flows. Specifically, SFAS No. 161 requires: disclosure of the objectives for using derivative instruments in terms of underlying risk and accounting designation; disclosure of the fair values of derivative instruments and their gains and losses in a tabular format; disclosure of information about credit-risk-related contingent features; and cross-reference from the derivative footnote to other footnotes in which derivative-related information is disclosed. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008. The Company does not expect that the adoption of this standard will have a material impact on its financial position, results of operations or cash flows. F-8 QUARTZ VENTURES, INC. (AN EXPLORATION STAGE COMPANY) Notes To The Financial Statements April 30, 2008 ________________________________________________________________________________ 3. MINERAL INTERESTS On January 15, 2007, the Company entered into a purchase and sale agreement to acquire a 100% interest in two mineral claims located in the Alberni Mining Division, BC for total consideration of $8,000. The mineral interest is held in trust for the Company by the vendor of the property. Upon request from the Company the title will be recorded in the name of the Company with the appropriate mining recorder. 4. COMMON STOCK The total number of common shares authorized that may be issued by the Company is 75,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized. As of April 30, 2008 and 2007 the company has issued and outstanding 5,440,000 shares of common stock. During the year ended April 30, 2006, the Company issued 5,440,000 shares of common stock for total cash proceeds of $33,000. At April 30, 2008, there were no outstanding stock options or warrants. 5. INCOME TAXES As of April 30, 2008, the Company had net operating loss carry forwards of approximately $14,813 that may be available to reduce future years' taxable income through 2027. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.Components of deferred tax assets as of April 30, are as follows: Non current: Net operating loss carryforward $ 14,813 Valuation allowance (14,813) ________ Net deferred tax asset $ - ======== In June 2006, the FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109 ("FIN 48"). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, treatment of interest and penalties, and disclosure of such positions. Effective January 1, 2007, the Company adopted the provisions of FIN 48, as required. As a result of implementing FIN 48, there has been no adjustment to the Company's financial statements and the adoption of FIN 48 did not have a material effect on the Company's financial statements for the year ended April 30, 2008. F-9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with our audited financial statements from our inception (July 22, 2005) to April 30, 2008, together with the notes thereto, and the section entitled "Description of Business", included in this Prospectus. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this prospectus. PLAN OF OPERATIONS Our plan of operations for the next twelve months is to complete the following objectives within the time periods specified: 1. Register our shares for resale by our selling stockholders and then obtain a trading symbol to trade our shares over the OTC Bulletin Board. Our first milestone is to complete the registration of our shares for resale by the selling stockholders named in this prospectus, effect registration of our common stock as a class under the Exchange Act concurrently with the effectiveness the registration statement of which this prospectus forms a part, and then obtain a trading symbol to facilitate quotation of our shares on the OTC Bulletin Board. We plan to apply to FINRA for a trading symbol to begin trading our shares on the OTC Bulletin Board once our common stock has been registered as a class under the Exchange Act. The remaining costs are expected to be approximately $20,500. The nature of these costs is audit, legal, transfer agent fees and SEC registration costs. 2. We plan to complete phase one of our recommended exploration program on the property underlying our interest at an estimated cost of $20,000. We expect to commence our exploration program in the fall of 2008, depending on weather conditions and the availability of personnel and equipment. 3. We anticipate spending approximately $750 per month in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $9,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses. Thus, we estimate that our expenditures over the next twelve months will be approximately $49,500 ($20,500 to complete the registration of our shares and begin trading on the OTC Bulletin Board, $20,000 to complete phase one of our recommended exploration program, and $9,000 to cover ongoing general and administrative expenses. As at May 31, 2008, we had cash of $14,607. As of the date of this Prospectus, one of our directors, Glenn Ennis, has loaned us $12,000 as working capital to cover our immediate expenses. Our officers and directors intend to meet operating expenses by making personal loans and raising additional capital through private offerings. As such, we anticipate that our cash may be sufficient to enable us to complete phase one of our recommended exploration program, to pay for the costs of registering our shares and to begin trading on the OTC Bulletin Board, and to pay for our general and administrative expenses for approximately the next twelve months. In addition, we will require additional financing if we determine to proceed with subsequent phases of our recommended work program, Our recommended worked program is described in this Prospectus under the heading "Description of Business and Properties--Our Planned Exploration Program". During the twelve-month period following the date of this Prospectus, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to continue our plan of operations beyond the next twelve months. We believe that debt financing will not be an alternative for funding additional exploration as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration program. In the absence of such financing, we will not be able to continue exploration of the property underlying our interests and our business plan will fail. Even if we are successful in obtaining equity financing to fund any continuation of our exploration program, there is no assurance that we will obtain the funding 24 necessary to pursue any advanced exploration of the property underlying our interests. If we do not continue to obtain additional financing, we will be forced to abandon our mineral claims. We may consider entering into a joint venture arrangement to provide the required funding to develop the property underlying our interests. We have not undertaken any efforts to locate a joint venture participant. Even if we determined to pursue a joint venture participant, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of the property underlying our interests. If we enter into a joint venture arrangement, we would likely have to assign a percentage in our interest to the joint venture participant. RESULTS OF OPERATION REVENUES We have had no operating revenues since our inception on July 22, 2005. We anticipate that we will not generate any revenues for so long as we are an exploration stage company. EXPENSES AND LOSS FROM OPERATIONS Our expenses and losses for the following periods are set forth below:
CUMULATIVE FROM JULY 22, 2005 FOR THE YEAR ENDED FOR THE YEAR ENDED (DATE OF INCEPTION) APRIL 30, 2008 APRIL 30, 2007 TO APRIL 30, 2008 (AUDITED) (AUDITED) (AUDITED) ___________________________ ____________________________ ______________________ COSTS AND EXPENSES Bank charges and interest $ 100 $ 84 $ 252 Mineral property -0- 8,000 8,000 Office expenses -0- 16 516 Professional fees 6,045 -0- 6,045 ___________________________ ____________________________ ______________________ TOTAL OPERATING EXPENSES $ 6,145 $ 8,100 $ 14,813 ___________________________ ____________________________ ______________________ NET LOSS ($6,145) ($8,100) ($14,813)
LIQUIDITY AND CAPITAL RESOURCES We had cash of $18,187 and working capital of $18,187 at April 30, 2008. CASH FLOWS CASH FLOWS FROM OPERATING ACTIVITIES Net cash used in operating activities was $14,813 for the period from inception on July 22, 2005 to April 30, 2008, which represents the purchase price we paid to acquire our mineral claims. We anticipate that cash used in operating activities will increase over the next twelve months as discussed under "Plan of Operations" above. CASH FLOWS FROM FINANCING ACTIVITIES We have funded our business to date primarily from sales of our common stock. From our inception on July 22, 2005 to April 30, 2008, we have raised a total of $33,000 from private offerings of our securities. 25 OFF-BALANCE SHEET ARRANGEMENTS We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes of financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE We have had no disagreements with our principal independent accountants. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Our directors and executive officers and their respective ages as of the date of this prospectus are as follows: NAME AGE OFFICE HELD __________________ ___ ___________________________________________________ Richard Goodhart 59 President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a director Glenn Ennis 44 Director The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies: RICHARD GOODHART has served as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and as a director since July 15, 2008. Since 2002, Mr. Goodhart has been an independent consultant through Briarwood Consulting Ltd., pursuant to which he provides consulting services to public and private companies pertaining to administrative, financial, development and marketing. Prior to 2002, Mr. Goodhart was the director and chief executive officer of a public company since 1993. Mr. Goodhart has had over twenty years in international sales and marketing in the electronic component industry and fifteen year in purchasing management. He has received the Small Business Association Eastern Region 1996 Exporter of the Year award and had been nominated for the "Global Vision 2000" award for 1996. In addition, Mr. Goodhart was elected for the "Who's Who in International Electronics" for 1994 and 1995 and was a recipient of the New York State "Export Entrepreneur of the Year" award. Mr. Goodhart attended Western New England College where he majored in Business Management. GLENN ENNIS has served as a director of our company since inception on July 22, 2005. From January 2001 to present, Mr. Ennis has been employed in the film industry as a stunt performer and stunt coordinator. From January 2005 to June 2007, Mr. Ennis was co founder and a director of Zoe Holdings, which owns and operates a retail pet food store in downtown Vancouver. Mr. Ennis has also been involved in various real estate holdings during the past 8 years, including development of resort properties in the Okanagan valley district of British Columbia. Mr. Ennis graduated from Kelowna Secondary in 1982 with honors and subsequently spent a year at Okanagan College in Kelowna B.C. taking University transfer courses. From 1983-1986 Mr. Ennis studied Arts and Physical Education at the University of British Columbia. TERM OF OFFICE Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until they resign or are removed from the board in accordance with our bylaws. Our officers are appointed by our Board of Directors and hold office until they resign or are removed from office by the Board of Directors. SIGNIFICANT EMPLOYEES We have no significant employees. 26 COMMITTEES OF THE BOARD OF DIRECTORS We presently do not have an audit committee, a compensation committee, a nominating committee, an executive committee of our Board of Directors, stock plan committee or any other committees. However, our Board of Directors is considering establishing various committees during the current fiscal year. FAMILY RELATIONSHIPS There are no family relationships among our directors and officers. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS None of our directors, executive officers or control persons has been involved in any of the following events during the past five years: 1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); 3. being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. EXECUTIVE COMPENSATION The following table sets forth the compensation paid to our sole officer during our fiscal year ended April 30, 2008.
SUMMARY COMPENSATION TABLE ___________________________________________________________________________________________________________________________ NON-EQUITY NON-QUALIFIED INCENTIVE DEFERRED ALL STOCK OPTION PLAN COMPENSATION OTHER NAME AND SALARY BONUS AWARDS AWARDS COMPENSATION EARNINGS COMPENSATION TOTAL PRINCIPAL POSITION YEAR ($) ($) ($) ($) ($) ($) ($) ($) ___________________________________________________________________________________________________________________________ Glenn Ennis 2007/2008 Nil Nil Nil Nil Nil Nil Nil Nil PRESIDENT, CEO, CFO, SECRETARY & TREASURER ___________________________________________________________________________________________________________________________
The following table sets forth information as at April 30, 2008 relating to outstanding equity awards for our sole officer: 27
OUTSTANDING EQUITY AWARDS AT YEAR END TABLE ______________________________________________________________________________________________________________________________ OPTION AWARDS STOCK AWARDS ______________________________________________________________________________________________________________________________ NAME NUMBER OF NUMBER OF EQUITY OPTION OPTION NUMBER OF MARKET EQUITY EQUITY SECURITIES SECURITIES INVENTIVE EXERCISE EXPIRATION SHARES OR VALUE OF INCENTIVE INCENTIVE UNDERLYING UNDERLYING PLAN PRICE DATE UNITS OF SHARES OR PLAN PLAN UNEXERCISED UNEXERCISED AWARDS: ($) STOCK THAT UNITS OF AWARDS: AWARDS: OPTIONS OPTIONS NUMBER OF HAVE NOT STOCK NUMBER OF MARKET OR (#) (#) SECURITIES NOT VESTED THAT HAVE UNEARNED PAYOUT VALUE EXERCISE- UNEXER- UNDERLYING ($) NOT VESTED SHARES, OF UNEARNED ABLE CISEALE UNEXERCISED (#) UNITS OR SHARES, UNEARNED OTHER RIGHTS UNITS OR OPTIONS THAT HAVE OTHER RIGHTS (#) NOT VESTED THAT HAVE (#) NOT VESTED ($) ______________________________________________________________________________________________________________________________ Glenn Ennis Nil Nil Nil N/A N/A N/A N/A N/A N/A ______________________________________________________________________________________________________________________________
The following table sets forth information relating to compensation paid to our directors during our fiscal year ended April 30, 2008. 28
DIRECTOR COMPENSATION TABLE ________________________________________________________________________________________________________________________________ NON-EQUITY NON- INCENTIVE QUALIFIED FEES PLAN DEFERRED EARNED OR COMPEN- COMPEN- ALL OTHER PAID STOCK OPTION SATION SATION COMPEN- IN CASH AWARDS AWARDS EARNINGS EARNINGS SATION TOTAL NAME YEAR ($) ($) ($) ($) ($) ($) ($) ________________________________________________________________________________________________________________________________ Glenn Ennis 2007 Nil Nil Nil Nil Nil Nil Nil ________________________________________________________________________________________________________________________________
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of the date of this prospectus by: (i) each person (including any group) known to us to own more than 5% of our shares of common stock; (ii) each of our directors; (iii) each of our officers; and (iv) our officers and directors as a group. To our knowledge, each holder listed possesses sole voting and investment power with respect to the shares shown.
AMOUNT AND NATURE OF TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER ((1)) BENEFICIAL OWNER ((2)) PERCENT OF CLASS ((3)) __________________ __________________________________________ ________________________ ______________________ DIRECTORS AND OFFICERS: Common Stock Richard Goodhart 2,900,000 53.3% Common Stock Glenn Ennis 100,000 1.8% OUR DIRECTORS AND OFFICERS AS A GROUP: 3,000,000 55.1% (1) The business address of our officers and director's is our company address, which is 11730 Briarwood Circle, Suite 1, Boynton Beach, Florida 33437. (2) Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and/or (ii) investment power, which includes the power to dispose or direct the disposition of shares. In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares within 60 days of the date as of which the information is provided. (3) Based on the 5,440,000 shares of our common stock issued and outstanding as of the date of this Prospectus.
CHANGES IN CONTROL We are unaware of any contract, or other arrangement or provision of our Articles or by-laws, the operation of which may at a subsequent date result in a change of control of our company. TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS Except as described below, 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: 1. any of our directors or officers; 2. any person proposed as a nominee for election as a director; 3. any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; or 29 4. any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the above persons. PURCHASE OF SHARES BY RICHARD GOODHART Glenn Ennis, our prior President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and currently one of our directors, acquired 3,000,000 shares of our common stock at a price of $0.001 per share after our incorporation in July 2005. These shares were transferred during July 2008 to Richard Goodhart, our current officer and director, pursuant to a private sale. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Our directors and officers are indemnified as provided by the Nevada Revised Statutes, our Articles of Incorporation and our Bylaws. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. WHERE YOU CAN FIND MORE INFORMATION We have filed a registration statement on Form S-1 under the Securities Act with the SEC 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 our company. You may inspect the registration statement, exhibits and schedules filed with the SEC at the SEC'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 SEC, at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the SEC. Our registration statement and the referenced exhibits can also be found on this site. We are not currently subject to the Exchange Act and currently are not required to, and do not, deliver annual, quarterly or special reports to stockholders. We will not deliver such reports to our stockholders until after, and if, this offering is declared effective by the SEC. Once such effectiveness is granted, if ever, we plan to file a registration statement pursuant to the Exchange Act in order to register our common stock under Section 12(g) of the Exchange Act. Upon our common stock becoming registered under the Exchange Act we will be required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings will be available to the public over the Internet at the SEC's website at HTTP://WWW.SEC.GOV. 30 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The following is a list of the expenses to be incurred by us in connection with the preparation and filing of this registration statement. All amounts shown are estimates except for the SEC registration fee: SEC registration fee: $ 90.39 Accounting fees and expenses: $ 5,000.00 Legal fees and expenses: $ 5,000.00 Transfer agent and registrar fees: $ 2,000.00 Fees and expenses for qualification under state securities laws: $ - Miscellaneous (including Edgar filing fees): $ 1,000.00 __________ Total: $13,002.91 ========== We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling stockholders. The selling stockholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage or underwriting discounts or commissions paid by the selling stockholders to broker-dealers in connection with the sale of their shares. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the "NRS"), our articles of incorporation and our bylaws. NEVADA REVISED STATUTES Section 78.7502 of the NRS provides as follows: 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or 31 settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. Section 78.751 of the NRS provides as follows: 1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. 3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. OUR ARTICLES OF INCORPORATION Our articles of incorporation do not limit the automatic director immunity from liability under the NRS. Our articles of incorporation further provide that, to the fullest extent permitted by NRS 78, a director or officer of the Corporation will not be personally liable to the Corporation or its stockholders for damages for breach 32 of fiduciary duty as a director or officer, provided that this article will not eliminate or limit the liability of a director or officer for: 1. acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or 2. the payment of dividends in violation of NRS 78.300. OUR BYLAWS Our bylaws provide the following indemnification provisions: RIGHT TO INDEMNIFICATION. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the laws of Nevada as the same exist or may hereafter be amended (but in the case of such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said laws permitted the corporation to provide prior to such amendment) against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this bylaw or any agreement with the corporation) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; PROVIDED, HOWEVER, that, except as provided in Section 2 of this Article, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was initiated or authorized by one or more members of the Board of Directors of the corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; PROVIDED, HOWEVER, that, if the Nevada Revised Statutes, Chapter 78, so requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. In no event shall anything herein contained be so construed as to permit the Board to authorize payment of, or the corporation to pay, any amounts for any purpose where the director or officer was engaged in any action or activity known to him or her while so engaged to be unlawful, nor any action or activity constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties and obligations to the corporation and the stockholders. The rights set forth herein shall not be exclusive of other right to which any director or officer may be entitled as a matter of law. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1 of this Article is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Nevada law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board of 33 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 permissible in the circumstances because he or she has met such standard of conduct, 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 standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise. INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under Nevada law. EXPENSES AS A WITNESS. To the extent that any director, officer, employee or agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith. INDEMNITY AGREEMENTS. The corporation may enter into indemnity agreements with the persons who are members of its Board of Directors from time to time, and with such officers, employees and agents as the Board may designate, such indemnity agreements to provide in substance that the corporation will indemnify such persons to the full extent contemplated by this Article. EFFECT OF AMENDMENT. Any amendment, repeal or modification of any provision of this Article by the stockholders and the directors of the corporation shall not adversely affect any right or protection of a director or other of the corporation existing at the time of the amendment, repeal or modification. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES Effective as of December 12, 2005, we completed a private placement of 2,300,000 shares at a price of $0.01 per share to a total of 23 purchasers. The total proceeds from this offering were $23,000.00. We completed this offering pursuant to Rule 903 of Regulation S under the Securities Act. Each sale of shares was completed as an "offshore transaction", as defined in Rule 902(h) of Regulation S, on the basis that: (i) each investor was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the subscription agreement for the shares was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. Each investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. Each investor represented their intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the investors. After our incorporation on July 22, 2005, we issued 3,000,000 shares of our common stock for consideration of $3,000 to our founding officer and director. This share issuance was exempt from registration under the Securities Act pursuant to Section 4(2) thereof. Effective December 18, 2005, we completed a private placement of 140,000 shares at a price of $0.05 per share to a total of 7 purchasers. The total proceeds from this offering were $7,000.00. We completed this offering pursuant to Rule 903 of Regulation S under the Securities Act. Each sale of shares was completed as an "offshore transaction", as defined in Rule 902(h) of Regulation S, on the basis that: (i) each investor was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the subscription agreement for the shares was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. Each investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. Each investor represented their intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the investors. 34 ITEM 16. EXHIBITS The following exhibits are filed with this registration statement on Form S-1: EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 3.1 Articles of Incorporation 3.2 Bylaws 5.1 Opinion of Diane Dalmy, Esq., with consent to use, regarding the validity of the securities being registered 10.2 Purchase and Sale Agreement dated January 15, 2007 10.3 Form of Private Placement Subscription Agreement 23.1 Consent of Independent Registered Public Accounting Firm 23.2 Consent of Geologist 23.3 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (included in the signature page of this registration statement) ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes that it will: 1. File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to: (a) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) Reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and 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. (c) Include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. 2. For 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Remove from registration by means of a post-effective registration statement any of the securities being registered which remain unsold at the termination of the offering. 35 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. For the purpose of determining liability under the Securities Act of 1933 to any purchaser, 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. __________ 36 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boynton Beach, State of Florida on July 28, 2008. QUARTZ VENTURES, INC. By: /s/ RICHARD GOODHART _____________________________________________ RICHARD GOODHART PRESIDENT, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, SECRETARY, TREASURER AND A DIRECTOR POWER OF ATTORNEY Know all persons by these presents that that each individual whose signature appears below constitutes and appoints Richard Goodhart as a true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing under Rule 462 promulgated under the Securities Act of 1933, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or his or their substitutes, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. SIGNATURE TITLE DATE /s/ RICHARD GOODHART ______________________ PRESIDENT, CHIEF EXECUTIVE OFFICER, July 28, 2008 RICHARD GOODHART CHIEF FINANCIAL OFFICER, SECRETARY, TREASURER AND A DIRECTOR /s/ GLENN ENNIS ______________________ DIRECTOR July 28, 2008 GLENN ENNIS __________ 37 EX-3.1 2 ex3-1.txt ARTICLES OF INCORPORATION EXHIBIT 3.1 SECRETARY OF STATE [STATE SEAL] STATE OF NEVADA CORPORATE CHARTER I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that QUARTZ VENTURES, INC., did on July 22, 2005, file in this office the original Articles of Incorporation; that said Articles of Incorporation are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office on July 25, 2005. DEAN HELLER Secretary of State By /s/Unknown Certification Clerk [GREAT SEAL OF STATE] STATE OF NEVADA [STATE SEAL] OFFICE OF THE SECRETARY OF STATE DEAN HELLER SECRETARY OF STATE RENEE L. PARKER CHIEF DEPUTY SECRETARY OF STATE PAMELA RUCKEL DEPUTY SECRETARY FOR SOUTHERN NEVADA CHARLES E. MCCRE SECURITIES ADMINISTRATOR SCOTT W ANDERSON DEPUTY SECRETARY FOR COMMERCIAL RECORDINGS ELLICK HSU DEPUTY SECRETARY FOR ELECTIONS Certified Copy July25, 2005 Job Number: C20050725-0042 Reference Number: 00000300443-14 Expedite: Through Date: The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State's Office, Commercial Recordings Division listed on the attached report. Document Number(s) Description Number of Pages 20050285454-25 Articles of Incorporation 3 Pages/1 Copies Respectfully, /s/ DEAN HELLER DEAN HELLER Secretary of State By /s/ Unknown Certification Clerk [GREAT SEAL OF STATE] Commercial Recording Division 202 N. Carson Street Carson City, Nevada 89701-4069 Telephone (775) 684-5708 Fax (775) 684-7138 [STATE SEAL] DEAN HELLER SECRETARY OF STATE 208 NORTH CARSON STREET CARSON CITY, NEVADA 89701-4069 (775) 684-5708 WEBSITE: SECRETARYOFSTATE.BIZ Entity: E0477222005-0 Document Number: 20050285454-25 Date Filed: 07/22/05 3:20:02 PM In the office of /s/ DEAN HELLER Dean Heller Secretary of State ARTICLES OF INCORPORATION (PURSUANT TO NRS 78) Important: Read attached instructions ABOVE SPACE IS FOR OFFICE USE ONLY before completing form. 1. Name of Quartz Ventures, Inc. Corporation: 2. Resident Agent Empire Stock Transfer Inc. Name and Street 7251 West Lake Mead Boulevard Suite 300, Las Vegas, NV Address: 89128 3. Shares: Number of shares with par value: 75,000,000 Par value $.001 4. Name & Address Glenn Ennis of Board of 2215 Alder Street Vancouver BC V6H 285 Director/Trustee: 5. Purpose: The purpose of the Corporation shall be: Mineral exploration 6. Name, Adress Leah Finke /s/ LEAH FINKE and signature of 7251 West Lake Mead Boulevard Suite 300, Las Vegas, NV incoporator: 89128 7. Certificate of I hereby accept appointment as Resident Agent for the Acceptance of above named corporation. Appointment of /s/ LEAH FINKE 7/22/2005 Resident Agent: Authorized Signature of R.A Date on behalf of R.A. Company ARTICLES OF INCORPORATION OF QUARTZ VENTURES, INC. FIRST. THE NAME OF THE CORPORATION IS QUARTZ VENTURES, INC. SECOND. THE REGISTERED OFFICE OF THE CORPORATION IN THE STATE OF NEVADA IS LOCATED AT 7251 WEST LAKE MEAD BLVD SUITE 300, LAS VEGAS, NV 89128. THE CORPORATION MAY MAINTAIN AN OFFICE, OR OFFICES, IN SUCH OTHER PLACES WITHIN OR WITHOUT THE STATE OF NEVADA AS MAY BE FROM TIME TO TIME DESIGNATED BY THE BOARD OF DIRECTORS OR THE BY-LAWS OF THE CORPORATION. THE CORPORATION MAY CONDUCT ALL CORPORATION BUSINESS OF EVERY KIND AND NATURE OUTSIDE THE STATE OF NEVADA AS WELL AS WITHIN THE STATE OF NEVADA. THIRD. THE OBJECTS FOR WHICH THIS CORPORATION IS FORMED ARE TO ENGAGE IN ANY LAWFUL ACTIVITY. FOURTH: THE TOTAL NUMBER OF COMMON STOCK AUTHORIZED THAT MAY BE ISSUED BY THE CORPORATION IS SEVENTY FIVE MILLION 0546000 SHARES OF COMMON STOCK WITH' A PAR VALUE OF ONE TENTH OF ONE CENT ($6401) PER SHARE AND NO OTHER CLASS OF STOCK SHALL AUTHORIZED. THE CORPORATION MAY FROM TIME ISSUE SAID SHARES FOR SUCH CONSIDERATION AS THE BOARD OF DIRECTORS MAY FIX. FIFTH. THE GOVERNING BOARD OF THE CORPORATION SHALL BE KNOWN AS DIRECTORS, AND THE NUMBER OF DIRECTORS MAY FROM TIME TO TIME BE INCREASED OR DECREASED IN SUCH MANNER AS SHALL BE PROVIDED BY THE OF THIS CORPORATION, PROVIDING THAT THE NUMBER OF DIRECTORS SHALL NOT BE REDUCED TO FEWER THAN ONE (1). THE FIRST BOARD OF DIRECTORS SHALL BE ONE (1) IN NUMBER AND THE NAME AND POST OFFICE ADDRESS OR THIS DIRECTOR is: NAME: GLENN ENNIS ADDRESS: 2215 ALDER STREET VANCOUVER, BC V6H2R8 SIXTH. THE TOTAL STOCK OF THE CORPORATION, AFTER THE AMOUNT OF THE SUBSCRIPTION PRICE OR PAR VALUE, HAS BEEN PAID IN, SHALL NOT BE SUBJECT TO ASSESSMENT TO PAY THE DEBTS OF THE CORPORATION. SEVENTH, THE NAME AND POST OFFICE-ADDRESS OF THE INCORPORATOR SIGNING THE ARTICLES OF INCORPORATION IS AS FOLLOWS: NAME: LEAH FINKE ADDRESS: 7251 WEST LAKE MEAD BLVD SUITE 300 LAS VEGAS, NEVADA 89128 EIGHTH. THE RESIDENT AGENT FOR THIS CORPORATION SHALL BE EMPIRE STOCK TRANSFER INC. THE ADDRESS OF THE RESIDENT AGENT AND THE REGISTERED OR STATUTORY ADDRESS OF THIS CORPORATION IN THE STATE OF NEVADA SHALL BE 7251 WEST LAKE MEAD BLVD SUITE 300 LAS VEGAS, NV 89128. NINTH. THE CORPORATION IS TO HAVE PERPETUAL EXISTENCE. TENTH. THE BOARD OF DIRECTORS SHALL ADOPT THE INITIAL BYLAWS OF THE CORPORATION. THE BOARD OF DIRECTORS SHALL ALSO HAVE THE POWER TO ALTER, AMEND OR REPEAL THE BY-LAWS, OR TO ADOPT NEW BY-LAWS, EXCEPT AS OTHERWISE MAY BE SPECIFICALLY PROVIDED IN THE BY-LAWS. ELEVENTH. THE BOARD OF DIRECTORS SHALL HAVE THE AUTHORITY TO OPEN BANK ACCOUNTS AND ADOPT BANKING RESOLUTIONS ON BEHALF OF THE CORPORATION. TWELVETH. NO DIRECTOR OR OFFICER OF THE CORPORATION SHALL BE PERSONALLY LIABLE TO THE CORPORATION OR ANY OF ITS STOCKHOLDERS FOR DAMAGES FOR BREACH OF FIDUCIARY DUTY AS A DIRECTOR OR OFFICER INVOLVING ANY ACT OR OMISSION OF ANY SUCH DIRECTOR OR OFFICER, PROVIDED, HOWEVER, THAT THE FOREGOING PROVISION SHALL NOT ELIMINATE, OR LIMIT THE LIABILITY OF A DIRECTOR. OR OFFICER (I) FOR ACTS OR OMISSIONS WHICH INVOLVE INTENTIONAL MISCONDUCT FRAUD OR A KNOWING VIOLATION OF THE LAW, OR (II) THE PAYMENT OF DIVIDENDS IN VIOLATION OF SECTION 78.300 OF NEVADA REVISED STATUTES. ANY REPEAL OR MODIFICATION OF THIS ARTICLE BY THE STOCKHOLDERS OF THE CORPORATION SHALL BE PROSPECTIVE ONLY, AND SHALL NOT ADVERSELY AFFECT ANY LIMITATIONS ON THE PERSONAL LIABILITY OF A DIRECTOR OR OFFICER OFTHE CORPORATION FOR ACTS OR OMISSIONS PRIOR TO SUCH REPEAL OR MODIFICATION. THIRTEENTH. THE CORPORATION RESERVES THE RIGHT TO AMEND, ALTER, CHANGE OR REPEAL ANY PROVISION CONTAINED IN THE ARTICLES OF INCORPORATION, IN THE MANNER NOW OR HEREAFTER PRESCRIBED BY STATUTE, OR BY THE ARTICLES OF INCORPORATION, AND ALL RIGHTS CONFERRED UPON STOCKHOLDERS HEREIN ARE GRANTED SUBJECT TO THIS RESERVATION. I, THE UNDERSIGNED, BEING THE INCORPORATOR HEREINBEFORE NAMED FOR THE PURPOSE OF FORMING A CORPORATION PURSUANT TO GENERAL CORPORATION LAW OF THE STATE OF NEVADA, DO MAKE AND FILE THESE ARTICLES OF INCORPORATION, HEREBY DECLARING AND CERTIFYING THAT THE FACTS HEREIN STATED ARE TRUE, AND ACCORDINGLY HAVE HEREUNTO SET MY HAND THIS JULY 22, 2005. /s/LEAH FINKE ____________________ LEAH FINKE INCORPORATOR Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity. c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent. CERTIFIED TO BE THE BYLAWS OF: QUARTZ VENTURES, INC. PER: /s/ GLENN ENNIS, __________________________ Glenn Ennis, Secrectary QUARTZ VENTURES, INC. (the "Company") RESOLUTIONS CONSENTED TO IN WRITING BY THE SOLE DIRECTOR OF QUARTZ VENTURES, INC. IN ACCORDANCE WITH THE PROVISIONS OF ITS BYLAWS APPOINTMENT OF OFFICERS Whereas the person named below has consented in writing to act as the President, Chief Executive Officer, Secretary and Treasurer of the Company, BE IT RESOLVED THAT the following person be and is hereby appointed to the offices set out opposite his name to hold office at the pleasure of the Directors: Glenn Ennis President, C.E.O. Secretary and Treasurer ADOPTION OF BYLAWS BE IT RESOLVED THAT the form of Bylaws of the Company as presented to the directors of the Company be adopted and that the Secretary be and is hereby instructed to cause the same to be inserted in the Company's Minute Book immediately following the Articles of Incorporation and the Certificate of Incorporation. FORM OF SHARE CERTIFICATE BE IT RESOLVED THAT the form of share certificate included with the Company's minute book be the form of share certificate of the Company. ISSUANCE OF SHARES BE IT RESOLVED THAT the Board of Director be and it is hereby is authorized in its discretion to issue shares of the Company to the full number of shares authorized by the Certificate of Incorporation in such number and for such considerations as from time to time shall be determined by the Board of Directors and as may be permitted by law. BANK AND SIGNING OFFICERS BE IT RESOLVED THAT the Bank of Montreal be appointed the banker of the Company, and that the Company do adopt as its banking resolutions the form of banking resolutions prescribed by the Company's bankers and that Glenn Ennis be and they are hereby authorized to execute as an act of the Company such banking documents under the corporate seal of the Company where required. I, the undersigned, being the sole Director of the Company, hereby consent to the foregoing resolutions. DATED a of this 22nd day of July, 2005. /s/GLENN ENNIS ______________ Glenn Ennis EX-3.2 3 ex3-2.txt BY-LAWS -iv- BYLAWS OF QUARTZ VENTURES INC. TABLE OF CONTENTS ARTICLE I OFFICES PAGE 1.1 Business Office 1 1.2 Registered Office 1 ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation 1 2.2 Stock Certificates: Facsimile Signatures and Validation 1 2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip 2 2.4 Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of Surrender; Penalties for Failure to Comply 2 2.5 Lost, Stolen or Destroyed Certificates 2 2.6 Transfer of Shares 3 2.7 Restrictions on Transfer of Shares 3 2.8 Transfer Agent 3 2.9 Close of Transfer Book and Record Date 3 ARTICLE III STOCKHOLDERS AND MEETINGS THEREOF 3.1 Stockholders of Record 4 3.2 Meetings 4 3.3 Annual Meeting 4 3.4 Special Meetings 4 3.5 Actions at Meetings not Regularly Called: Ratification and Approval 4 3.6 Notice of Stockholders' Meeting: Signature; Contents; Service; Waiver 5 3.7 Consent of Stockholders in Lieu of Meeting 5 3.8 Voting Record 5 3.9 Quorum 6 3.10 Manner of Acting 6 3.11 Stockholders' Proxies 6 3.12 Voting of Shares 6 3.13 Voting by Ballot 6 3.14 Cumulative Voting 6 3.15 Stockholder Nominations and Proposals 7 -ii- PAGE ARTICLE IV DIRECTORS, POWERS AND MEETINGS 4.1 Board of Directors 9 4.2 General Powers 9 4.3 Performance of Duties 9 4.4 Regular Meetings 10 4.5 Special Meetings 10 4.6 Notice 10 4.7 Waiver of Notice 10 4.8 Participation by Electronic Means 10 4.9 Quorum and Manner of Acting 10 4.10 Organization 11 4.11 Informal Action by Directors 11 4.12 Vacancies 11 4.13 Compensation 11 4.14 Removal of Directors 11 4.15 Resignations 11 ARTICLE V COMMITTEES 5.1 Executive Committee 12 5.2 Audit Committee 12 5.3 Compensation Committee 13 5.4 Nominating/Governance Committee 13 ARTICLE VI OFFICERS 6.1 Number of Officers 14 6.2 Election and Term of Office 14 6.3 Removal 14 6.4 Vacancies 14 6.5 Powers 14 6.6 Compensation 16 6.7 Bonds 16 ARTICLE VII INDEMNIFICATION 16 ARTICLE VIII DIVIDENDS 17 -iii- PAGE ARTICLE IX FINANCE 9.1 Reserve Funds 16 9.2 Banking 16 ARTICLE X CONTRACTS, LOANS AND CHECKS 10.1 Execution of Contracts 16 10.2 Loans 17 10.3 Checks 17 10.4 Deposits 17 ARTICLE XI FISCAL YEAR 17 ARTICLE XII CORPORATE SEAL 17 ARTICLE XIII AMENDMENTS 17 ARTICLE XIV ADDITIONAL COMMITTEES 18 14.1 Appointment 18 14.2 Authority 18 14.3 Tenure and Qualifications 18 14.4 Meetings 18 14.5 Quorum 18 14.6 Informal Action by a Committee 19 14.7 Vacancies 19 14.8 Resignations and Removal 19 14.9 Procedure 19 ARTICLE XV EMERGENCY BYLAWS 19 CERTIFICATE 19 -iv- ARTICLE I OFFICES 1.1 BUSINESS OFFICE. The principal office and place of business of the corporation is located at _____________. Other offices and places of business may be established from time to time by resolution of the Board of Directors or as the business of the corporation may require. 1.2 REGISTERED OFFICE. The registered office of the corporation, required by the Nevada Revised Statutes to be maintained in the State of Nevada, may be, but need not be, identical with the principal office in the State of Nevada, and the address of the registered office may be changed from time to time by the Board of Directors in accordance with the procedures set forth in the Nevada Revised Statutes. ARTICLE II SHARES AND TRANSFER THEREOF 2.1 REGULATION. The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars. 2.2 STOCK CERTIFICATES: FACSIMILE SIGNATURES AND VALIDATION. (A) Ownership of stock in the corporation shall be evidenced by certificates of stock in such forms as shall be prescribed by the Board of Directors, certifying the number of shares owned by such stockholder in the corporation, and shall be under the seal of the corporation and signed by the President or the Vice-President and also by the Secretary of by an Assistant Secretary. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk and by a registrar, then a facsimile of the signature of the officers or agents of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures. (B) All certificates shall be consecutively numbered; the name of the person owning the shares represented thereby with the number of such shares and the date of issue shall be entered on the corporation's books; certificates shall only be printed or entered into the corporation's books in the name of the beneficial owner of the shares of the corporation's stock. (C) In the event any officer who shall have signed, or whose facsimile signature shall have been used on, any such certificate shall cease to be such officer of the corporation, whether because of death, resignation or otherwise, before such certificate shall have been delivered by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed such certificate or whose facsimile signature shall have been used thereon, had not ceased to be such officer of the corporation. -1- 2.3 FRACTIONS OF SHARES: ISSUANCE: PAYMENT OF VALUE OR ISSUANCE OF Scrip. The corporation is not obligated to, but may, execute and deliver a certificate for or including a fraction of a share. In lieu of executing and delivering a certificate for a fraction of a share, the corporation may, upon resolution of the Board of Directors: (A) make payment to any person otherwise entitled to become a holder of a fractional share, which payment shall be in accordance with the provisions of the Nevada Revised Statutes; or (B) execute and deliver registered or bearer scrip over the manual signature or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip for full share certificates, but the scrip does not entitle the holder to any rights as a stockholder except as provided on the scrip. The scrip may contain any other provisions or conditions that the corporation, by resolution of the Board of Directors, deems advisable. 2.4 CANCELLATION OF OUTSTANDING CERTIFICATES AND ISSUANCE OF NEW CERTIFICATES: ORDER OF SURRENDER: PENALTIES FOR FAILURE TO COMPLY. All certificates surrendered to the corporation for transfer shall be canceled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as hereinafter provided with respect to lost, stolen or destroyed certificates. When the Certificate or Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason in the discretion of the Board of Directors, to cancel any outstanding certificate or shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors shall order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors. Such order may provide that no holder of any such certificate so ordered to be surrendered shall be entitled to vote or to receive dividends or exercise any of the other rights of stockholders of record until he shall have complied with such order, but such order shall only operate to suspend such rights after notice and until compliance. The duty of surrender of any outstanding certificates may also be enforced by action at law. 2.5 LOST. STOLEN OR DESTROYED CERTIFICATES. Any stockholder claiming that his certificate for shares is lost, stolen or destroyed may make an affidavit or affirmation of the fact and lodge the same with the Secretary of the corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation), a new certificate may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate alleged to be lost, stolen or destroyed. 2.6 TRANSFER OF SHARES. Subject to the terms of any stockholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of the corporation shall be transferable on the books of the corporation by the holder thereof. No transfer of stock shall be valid as against the corporation unless the -2- certificate is delivered and surrendered to the corporation for cancellation of the certificate therefore, accompanied by an assignment or transfer by the owner therefor, made either in person or under assignment, and a new certificate shall be issued therefor. Upon such presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefor, the transferee shall be entitled to a new certificate or certificates in lieu thereof. As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Nevada. 2.7 RESTRICTIONS ON TRANSFER OF SHARES. Subject to the limitation imposed by Section 104.8204, Nevada Revised Statutes, a written restriction on the transfer or registration of transfer of a security of the corporation may be enforced against the holder of the restricted security or any successor or transferee of the holder. A restriction on the transfer or registration of transfer of the securities of the corporation may be imposed either by the Certificate of Incorporation, the Bylaws or by an agreement among any number of security holders or between one or more such holders and the corporation. No restriction so imposed is binding with respect to securities issued prior to the adoption of the restriction, unless the holders of the securities are parties to an agreement or voted in favor of the restriction. 2.8 TRANSFER AGENT. Unless otherwise specified by the Board of Directors by resolution, the Secretary of the corporation shall act as transfer agent of the certificates representing the shares of stock of the corporation. He shall maintain a stock transfer book, the stubs of which shall set forth among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer. Subject to Section 3.8, the names and addresses of the stockholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the stockholders of record and as such entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine the list of the stockholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation. Each stockholder shall be responsible for notifying the Secretary in writing of any change in his name or address and failure so to do will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing on the stub of the stock transfer book. 2.9 CLOSE OF TRANSFER BOOK AND RECORD DATE. For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may prescribe a period not exceeding sixty (60) days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than sixty (60) days prior to the holding of any such meeting as the day as of which stockholders entitled to notice and to vote at such meeting shall be determined; and only stockholders of record on such day shall be -3- entitled to notice or to vote at such meeting. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof. ARTICLE III STOCKHOLDERS AND MEETINGS THEREOF 3.1 STOCKHOLDERS OF RECORD. Only stockholders of record on the books of the corporation shall be entitled to be treated by the corporation as holders in fact of the shares standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada. 3.2 MEETINGS. Meetings of stockholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of Nevada, as specified from time to time by the Board of Directors. If the Board of Directors shall specify another location such change in location shall be recorded on the notice calling such meeting. 3.3 ANNUAL MEETING. The annual meeting of stockholders of the corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such time and place as the Board of Directors shall designate by resolution at any time within the first twelve months following the close of the corporation's full term fiscal year. If the election of directors shall not be held within the time period designated herein for any annual meeting of the stockholders, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. 3.4 SPECIAL MEETINGS. Special meetings of the stockholders of the corporation may be called by the Chairman of the Board of Directors or the Board of Directors. 3.5 ACTIONS AT MEETINGS NOT REGULARLY CALLED: RATIFICATION AND APPROVAL. Whenever all stockholders entitled to vote at any meeting consent, either by (i) a writing on the records of the meeting or filed with the Secretary; or (ii) presence at such meeting and oral consent entered on the minutes; or (iii) taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed. At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is-made at the time. If a meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting. Such consent or approval of stockholders may be made by proxy or attorney, but all such proxies and powers of attorney must be in writing. 3.6 NOTICE OF STOCKHOLDERS' MEETING: SIGNATURE: CONTENTS, SERVICE WAIVER. The notice of stockholders meetings shall be in writing and signed by the President or a Vice President, or the Secretary, or the Assistant Secretary, or -4- by such other person or persons as designated by the Board of Directors. Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without the State of Nevada, where it is to be held. A copy of such notice shall be either delivered personally to, or shall be mailed postage prepaid to, each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting. If mailed, it shall be directed to a stockholder at his address as it appears on the records of the corporation, and upon such mailing of any such notice the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder. Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such corporation, association or partnership. Notice duly delivered or mailed to a stockholder in accordance with the provisions of this section shall be deemed sufficient, and in the event of the transfer of his stock after such delivery or mailing and prior to the holding of the meeting, it shall not be necessary to deliver or mail notice of the meeting upon the transferee. Any stockholder may waive notice of any meeting by a writing signed by him, or his duly authorized attorney, either before or after the meeting. Such waiver shall be deemed equivalent to any notice required to be given pursuant to the Articles of Incorporation, the Bylaws, or the Nevada Revised Statutes. 3.7 CONSENT OF STOCKHOLDERS' IN LIEU OF MEETING. Any action which may be taken by the vote of stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, except that: (A) If any greater proportion of voting power is required for such action at a meeting, then the greater proportion of written consents is required; and (B) This general provision for action by written consent does not supersede any specific provision for action by written consent contained in the Articles of Incorporation, the bylaws or the Nevada Revised Statutes. In no instance where action is authorized by written consent need a meeting of stockholders be called or noticed. 3.8 VOTING RECORD. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before such meeting of stockholders, a complete record of the stockholders entitled to vote at each meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The record, for a period of ten days prior to such meeting, shall be kept on file at the principal office of the corporation, whether within or without the State of Nevada, and shall be subject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting for the purposes thereof. The original stock transfer books shall be the prima facie evidence as to who are the stockholders entitled to examine the record or transfer books or to vote at any meeting of stockholders. 3.9 QUORUM. One-third (1/3) of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by the Nevada -5- Revised Statutes and the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 3.10 MANNER OF ACTING. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws. 3.11 STOCKHOLDERS' PROXIES. At any meeting of the stockholders of the corporation, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the corporation. 3.12 VOTING OF SHARES. Unless otherwise provided by these Bylaws or the Articles of Incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter. 3.13 VOTING BY BALLOT. Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any stockholder shall demand that voting be by ballot. 3.14 CUMULATIVE VOTING. No stockholder shall be permitted to cumulate his votes. -6- ARTICLE IV DIRECTORS, POWERS AND MEETINGS 4.1 BOARD OF DIRECTORS. The business and affairs of the corporation shall be managed by a board of not less than one (1) nor more than ten (10) directors who shall be natural persons of at least 18 years of age but who need not be stockholders of the corporation or residents of the State of Nevada and who shall be elected at the annual meeting of stockholders or some adjournment thereof. Directors shall hold office until the next succeeding annual meeting of stockholders and until their successors shall have been elected and shall qualify. The Board of Directors may increase or decrease the number of directors by resolution. 4.2 GENERAL POWERS. The business and affairs of the corporation shall be managed by the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders including, but without thereby limiting the generality of the foregoing, the power to create and to delegate, with power to subdelegate, any of its powers to any committee. The directors shall pass upon any and all bills or claims of officers for salaries or other compensation and, if deemed advisable, shall contract with officers, employees, directors, attorneys, accountants, and other persons to render services to the corporation. Any contractor or conveyance, otherwise lawful, made in the name of the corporation, which is authorized or ratified by the Board of Directors, or is done within the scope of the authority, actual or apparent, given by the Board of Directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is executed or is wholly or in part executory. 4.3 PERFORMANCE OF DUTIES. A director of the corporation shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in paragraphs (A), (B), and (C) of this Section 4.3; but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. A person who so performs his duties shall not have any liability by reason of being or having been a director of the corporation. Those persons and groups on whose information, opinions, reports, and statements a director is entitled to rely upon are: -7- (A) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (B) Counsel, public accountants, or other persons as to matters which the director reasonably believes to be within such persons' professional or expert competence; or (C) A committee of the board upon which he does not serve, duly designated in accordance with the provisions of the Articles of Incorporation or the Bylaws, as to matters within its designated authority, which committee the director reasonably believes to merit confidence. 4.4 REGULAR MEETINGS. A regular, annual meeting of the Board of Directors shall be held at the same place as, and immediately after, the annual meeting of stockholders, and no notice shall be required in connection therewith. The annual meeting of the Board of Directors shall be for the purpose of electing officers and the transaction of such other business as may come before the meeting. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings without other notice than such resolution. 4.5 SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them. 4.6 NOTICE. Written notice of any special meeting of directors shall be given as follows: (A) By mail to each director at his business address at least three (3) days prior to the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid; or (B) By personal delivery or telegram at least twenty-four (24) hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address of each director. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. 4.7 WAIVER OF NOTICE. Whenever any notice whatever is required to be given to directors, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto. 4.8 PARTICIPATION BY ELECTRONIC MEANS. Unless otherwise restricted, members of the Board of Directors or any committee thereof, may participate in a meeting of such board or committee by means of a conference telephone network or a similar communications method by which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section -8- constitutes presence in person at such meeting. Each person participating in the meeting shall sign the minutes thereof. The minutes may be signed in counterparts. 4.9 QUORUM AND MANNER OF ACTING. A quorum at all meetings of the Board of Directors shall consist of a majority of the number of directors then holding office, but a smaller number may adjourn from time to time without further notice, until a quorum is secured. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by the laws of the State of Nevada or by the Articles of Incorporation or these Bylaws. 4.10 ORGANIZATION. The Board of Directors shall elect a chairman from among the directors to preside at each meeting of the Board of Directors and at all meetings of the stockholders. If there shall be no chairman present, then the President shall preside, and in his absence, any other director chosen by the Board of Directors shall preside. The Board of Directors shall elect a Secretary to record the discussions and resolutions of each meeting. 4.11 INFORMAL ACTION BY Directors. 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 a written consent thereto is signed by all the members of the board or such committee. Such written consent shall be filed with the minutes of proceedings of the board or committee. 4.12 VACANCIES. Any vacancy on the Board of Directors may be filled by the affirmative vote of a majority of the directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and shall hold such office until his successor is duly elected and shall qualify. Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of stockholders called for that purpose. A director chosen to fill a position resulting from an increase in the number of directors shall hold office only until the next election of directors by the stockholders. 4.13 COMPENSATION. By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 4.14 REMOVAL OF DIRECTORS. Any director may be removed by the shareholders of the voting group that elected the director, with or without cause, at a meeting called for that purpose. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is removal of the director. A director may be removed only if the number of votes cast in favor of removal exceeds the number of votes cast against removal. -9- 4.15 RESIGNATIONS. A director of the corporation may resign at any time by giving written notice to the Board of Directors, President or Secretary of the corporation. The resignation shall take effect upon the date of receipt of such notice, or at such later time specified therein. The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires such acceptance to be effective. ARTICLE V COMMITTEES 5.1 EXECUTIVE COMMITTEE. (A) The Board of Directors may appoint an executive committee consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Director. The Board of Directors may at any time, without notice, remove and replace any member of the executive committee. (B) Subject to the provisions of Section 4.2 of these bylaws, the executive committee shall have a charter that will be approved and revised as appropriate, from time to time by the executive committee and the Board of Director. In general terms the functions of the executive committee shall be those as set forth in the charter. (C) The executive committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The executive committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The executive committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. (D) Members of the executive committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the executive committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee. 5.2 AUDIT COMMITTEE. (A) The Board of Directors may appoint an audit committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Directors. The Board of Directors may at any time, without notice, remove and replace any member of the audit committee. (B) Subject to the provisions of Section 4.2 of these bylaws, the audit committee shall have a charter that will be approved and revised as appropriate, from time to time by the audit committee and the Board of Directors. In general terms, the functions of the audit committee shall be those as set forth in the charter. (C) The audit committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The audit committee shall fix its own rules of procedure, and a -10- majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The audit committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. (D) Members of the audit committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the audit committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee. 5.3 COMPENSATION COMMITTEE. (A) The Board of Directors may appoint a compensation committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Directors. The Board of Directors may at any time, without notice, remove and replace any member of the compensation committee. (B) Subject to the provisions of Section 4.2 of these bylaws, the compensation committee shall have a charter that will be approved and revised as appropriate, from time to time by the audit committee and the Board of Directors. In general terms, the functions of the compensation committee shall be those as set forth in the charter. (C) The compensation committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The compensation committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in every case. The compensation committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. (D) Members of the compensation committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the compensation committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee. 5.4 NOMINATING/GOVERNANCE Committee. (A) The Board of Directors may appoint a nominating/governance committee, consisting of such number of directors as it may appoint, to serve at the pleasure of the Board of Directors, but in any event not beyond the next annual meeting of the Board of Directors. The Board of Directors may at any time, without notice, remove and replace any member of the nominating/governance committee. (B) Subject to the provisions of Section 4.2 of these bylaws, the nominating/governance committee shall have a charter that will be approved and revised as appropriate, from time to time by the nominating/governance committee and the Board of Directors. In general terms, the functions of the nominating/governance committee shall be those as set forth in the charter. (C) The nominating/governance committee shall meet at stated times or on notice to all by one of its number, in which notice the time and place of the meeting shall be set forth. The nominating/governance committee shall fix its own rules of procedure, and a majority shall constitute a quorum; but the affirmative vote of a majority of the whole committee shall be necessary in -11- every case. The nominating/governance committee shall keep regular minutes of its proceedings and report the same to the Board of Directors. (D) Members of the nominating/governance committee, other than officers of the corporation, may receive such compensation for their services as shall be prescribed by the Board of Directors. Each member of the nominating/governance committee shall be entitled to receive from the corporation reimbursement of his expenses incurred in attending a meeting of such committee. ARTICLE VI OFFICERS 6.1 NUMBER. The officers of the corporation shall be a President, a Secretary, a Treasurer, and a registered agent, and who shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person. 6.2 ELECTION AND TERM OF OFFICE. The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. 6.3 REMOVAL. Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. 6.4 VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. In the event of absence or inability of any officer to act, the Board of Directors may delegate the powers or duties of such officer to any other officer, director or person whom it may select. 6.5 POWERS. The officers of the corporation shall exercise and perform the respective powers, duties and functions as are stated below, and as may be assigned to them by the Board of Directors. (A) PRESIDENT. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control over all of the business and affairs of the corporation. The President shall, when present, and in the absence of a Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors. The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to -12- be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. (B) VICE PRESIDENT. If elected or appointed by the Board of Directors, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his death, inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President may sign, with the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. (C) SECRETARY. The Secretary shall: keep the minutes of the proceedings of the stockholders and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; sign with the Chairman or Vice Chairman of the Board of Directors, or the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. (D) ASSISTANT SECRETARY. The Assistant Secretary, when authorized by the Board of Directors, may sign with the Chairman or Vice Chairman of the Board of Directors or the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors. An Assistant Secretary, at the request of the Secretary, or in the absence or disability of the Secretary, also may perform all of the duties of the Secretary. An Assistant Secretary shall perform such other duties as may be assigned to him by the President or by the Secretary. (E) TREASURER. The Treasurer shall: have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and keep accurate books of accounts of the corporation's transactions, which shall be the property of the corporation, and shall render financial reports and statements of condition of the corporation when so requested by the Board of Directors or President. The Treasurer shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the President or the Board of Directors. -13- In the absence or disability of the President and Vice President or Vice Presidents, the Treasurer shall perform the duties of the President. (F) ASSISTANT TREASURER. An Assistant Treasurer may, at the request of the Treasurer, or in the absence or disability of the Treasurer, perform all of the duties of the Treasurer. He shall perform such other duties as may be assigned to him by the President or by the Treasurer. 6.6 COMPENSATION. All officers of the corporation may receive salaries or other compensation if so ordered and fixed by the Board of Directors. The Board shall have authority to fix salaries in advance for stated periods or render the same retroactive as the Board may deem advisable. No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation. 6.7 BONDS. If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices. ARTICLE VII INDEMNIFICATION The corporation shall, to the fullest and broadest extent permitted by law, indemnify all persons whom it may indemnify pursuant thereto. The corporation may, but shall not be obligated to, maintain insurance, at its expense, to protect itself and any other person against any liability,cost or expense. The foregoing provision of this section shall be deemed to be a contract between the corporation and each person who may be indemnified pursuant to this section at any time while this section and the relevant provisions of the General Corporation Law of Nevada and other applicable law,if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon any such state of facts. Notwithstanding the foregoing provisions of this section, the corporation shall not indemnify persons seeking indemnity in connection with any threatened, pending or completed action, suit or proceeding voluntarily brought or threatened by such person unless such action, suit or proceeding has been authorized by a majority of the entire Board of Directors. -14- ARTICLE VIII DIVIDENDS The Board of Directors from time to time may declare and the corporation may pay dividends on its outstanding shares upon the terms and conditions and in the manner provided by law and the Articles of Incorporation. ARTICLE IX FINANCE 9.1 RESERVE FUNDS. The Board of Directors, in its uncontrolled discretion, may set aside from time to time, out of the net profits or earned surplus of the corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the corporation, and for any other purpose. 9.2 BANKING. The moneys of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies, as the Board of Directors shall designate, and may be drawn out only on checks signed in the name of the corporation by such person or persons as the Board of Directors, by appropriate resolution, may direct. Notes and commercial paper, when authorized by the Board, shall be signed in the name of the corporation by such officer or officers or agent or agents as shall be authorized from time to time. ARTICLE X CONTRACTS, LOANS AND CHECKS 10.1 EXECUTION OF CONTRACTS. Except as otherwise provided by statute or by these Bylaws, the Board of Directors may authorize any officer or agent of the corporation to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of the corporation. Such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee shall have any power to bind the corporation for any purpose, except as may be necessary to enable the corporation to carry on its normal and ordinary course of business. 10.2 LOANS. No loans shall be contracted on behalf of the corporation and no negotiable paper or other evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. When so authorized, any officer or agent of the corporation may effect loans and advances at any time for the corporation from any bank, trust company or institution, firm, corporation or individual. An agent so authorized may make and deliver promissory notes or other evidence of indebtedness of the corporation and may mortgage, pledge, hypothecate or transfer any real or personal property held by the corporation as security for the payment of such loans. Such authority, in the Board of Directors discretion, may be general or confined to specific instances. -15- 10.3 CHECKS. Checks, notes, drafts and demands for money or other evidence of indebtedness issued in the name of the corporation shall be signed by such person or persons as designated by the Board of Directors and in the manner prescribed by the Board of Directors. 10.4 DEPOSITS. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE XI FISCAL YEAR The fiscal year of the corporation shall be the year adopted by resolution of the Board of Directors. ARTICLE XII CORPORATE SEAL The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "CORPORATE SEAL." ARTICLE XIII AMENDMENTS Any Article or provision of these Bylaws may be altered, amended or repealed at any time, or new Bylaws may be adopted at any time, by a majority of the directors present at any meeting of the Board of Directors of the corporation at which a quorum is present, in the sole and absolute discretion of the Board of Directors. ARTICLE XIV ADDITIONAL COMMITTEES 14.1 APPOINTMENT. Notwithstanding Article IX, the Board of Directors by resolution adopted by a majority of the full Board, may designate one or more additional committees, each committee to consist of one or more of the directors of the corporation. The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law. 14.2 AUTHORITY. Any such additional committee, when the Board of Directors is not in session shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the committee and except also that the committee shall not have the authority of the Board of Directors in reference to declaring dividends and distributions, recommending to the stockholders that the Articles of Incorporation be amended, recommending to the stockholders the adoption of a plan of merger or consolidation, filling vacancies on the Board of Directors or any committee thereof, recommending to the stockholders the sale, lease or other -16- disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recommending to the stockholders a voluntary dissolution of the corporation or a revocation thereof, authorize or approve the issuance or reacquisition of shares, or amending the Bylaws of the corporation. 14.3 TENURE AND QUALIFICATIONS. Each member of such additional committee shall hold office until the next regular annual meeting of the Board of Directors following the designation of such member and until his successor is designated as a member of such committee and is elected and qualified. 14.4 MEETINGS. Regular meetings of any additional committee may be held without notice at such time and places as the committee may fix from time to time by resolution. Special meetings of any additional committee may be called by any member thereof upon not less than one day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the committee at his business address. Any member of any such additional committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of any such additional committee need not state the business proposed to be transacted at the meeting. 14.5 QUORUM. A majority of the members of a committee shall constitute a quorum for the transaction of business at any meeting thereof, and any action of such committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. 14.6 INFORMAL ACTION BY A COMMITTEE. Any action required or permitted to be taken by a committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof. 14.7 VACANCIES. Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board of Directors. 14.8 RESIGNATIONS AND REMOVAL. Any member of a committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of a committee may resign from such committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 14.9 PROCEDURE. A committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken. -17- ARTICLE XV EMERGENCY BYLAWS The Emergency Bylaws provided in this Article XV shall be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster, notwithstanding any different provision in the preceding articles of the Bylaws or in the Articles of Incorporation of the corporation or in the Nevada Revised Statutes. To the extent not inconsistent with the provisions of this article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative. During any such emergency: (A) A meeting of the Board of Directors may be called by any officer or director of the corporation. Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication. Such notice shall be given at such time in advance of the meeting as circumstances permit in the judgment of the person calling the meeting. (B) At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in attendance at such meeting. (C) The Board of Directors, either before or during any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the officers so to do. (D) The Board of Directors, either before or during any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties. (E) No officer, director or employee acting in accordance with these Emergency Bylaws shall be liable except for willful misconduct. No officer, director, or employee shall be liable for any action taken by him in good faith in such an emergency in furtherance of the ordinary business affairs of the corporation even though not authorized by the Bylaws then in effect. (F) These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the stockholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change. Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency. -18- CERTIFICATE I hereby certify that the foregoing Bylaws, consisting of 19 pages, including this page, constitute the Bylaws of Quartz Ventures Inc.. ____________________, President -19- EX-5.1 4 ex5-1.txt OPINION OF LEGAL COUNSEL EXHIBIT 5.1 DIANE D. DALMY ATTORNEY AT LAW 8965 W. CORNELL PLACE LAKEWOOD, COLORADO 80227 303.985.9324 (TELEPHONE) 303.988.6954 (FACSIMILE) DDALMY@EARTHLINK.NET July 28, 2008 Mr. Richard Goodhart President/Chief Executive Officer Quartz Ventures Inc. 11730 Briarwood Circle Suite 1 Boynton Beach, Florida 33437 Re: Quartz Ventures Inc. Registration Statement on Form S-1 Ladies and Gentlemen: I have acted as legal counsel for Quartz Ventures, Inc., a Nevada corporation (the "Company"), in connection with the preparation of a registration statement on Form S-1 (the "Registration Statement"), filed with the Securities and Exchange Commission on the date hereof. The Registration Statement relates to the registration of an aggregate of 2,300,000 shares of common stock of the Company (the "Common Stock") under the Securities Act of 1933, as amended (the "Securities Act'), for resale by the selling shareholders as named in the Registration Statement (the "Selling Shareholders"). Quartz Ventures Inc. Page Two July 28, 2008 In connection with this opinion, I have made such investigations and examined such records, including: (i) the Registration Statement; (ii) the Company's Articles of Incorporation, as amended; (iii) the Company's Bylaws; (iv) certain records of the Company's corporate proceedings, including such corporate minutes as I deemed necessary to the performance of my services and to give this opinion; (v) the subscription agreements entered into between the Selling Shareholders and the Company for the acquisition of the shares of Common Stock (collectively, the "Subscription Agreements"); (vi) an officer's certificate executed by Richard Goodhart as the President/Chief Executive Officer of the Company; and (vii) such other instruments, documents and records as I have deemed relevant and necessary to examine for the purpose of this opinion. I have examined and am familiar with the originals or copies, certified or otherwise identified to my satisfaction, of such other documents, corporate records and other instruments as I have deemed necessary for the preparation of this opinion. I have also reviewed the corporate proceedings of the Company with respect to the authorization of the issuance of the shares of Common Stock. In expressing this opinion I have relied, as to any questions of fact upon which my opinion is predicated, upon representations and certificates of the officers of the Company. In giving this opinion I have assumed: (i) the genuineness of all signatures and the authenticity and completeness of all documents submitted to me as originals; and (ii) the conformity to originals and the authenticity of all documents supplied to me as certified, photocopied, conformed or facsimile copies and the authenticity and completeness of the originals of any such documents. In giving this opinion, I have relied upon certificates of incumbency and certificates of officers of the Company, respectively. I am providing this opinion to you in accordance with Item 601(b)(5) of Regulation S-K promulgated under the Securities Act for filing as Exhibit 5.1 to the Registration Statement. The opinions herein are limited to the Federal laws of the United States of America and the law of the State of Nevada, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws. I do not express any opinion concerning any law of any other jurisdiction or the local laws of any jurisdiction. Quartz Ventures Inc. Page Three July 28, 2008 Based upon the foregoing, I am of the opinion that the shares of Common Stock held by the Selling Shareholders are validly issued, fully paid and non-assessable. I am further of the opinion that the shares of Common Stock to be sold by the Selling Shareholders to the public, when issued and sold in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Prospectus constituting a part thereof in connection with the matters referred to under the caption "Interests of Named Experts and Counsel". Sincerely, /s/ DIANE D. DALMY Diane D. Dalmy EX-10.2 5 ex10-2.txt PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT BETWEEN QUARTZ VENTURES, INC. AND DAVID HEYMAN Dated as of the 15th day of January, 2007 PURCHASE AND SALE AGREEMENT THIS AGREEMENT made as of the 15th day of January, 2007 AMONG: QUARTZ VENTURES, INC., a company existing under the laws of The State of Nevada and having its head office at 2215 Alder Slreet. Vancouver, British Columbia. V6II2R8: ("Buyer") AND: DAVID HEYMAN, of 6964A 224th Street, Langley, British Columbia., V2Y 2K5; ("Vendor") WHEREAS: A. The Vendor owns a 100% interest in two mineral exploration claims located in the Alberni Mining Division, BC; B. The Vendor wishes to sell and Buyer wishes to purchase a 100% interest in the Property on the terms and conditions contained in this Agreement. In consideration of the premises, covenants and agreements contained in this Agreement, (he parties covenant and agree each with the other as follows: 1. INTERPRETATION 1.1 Definitions For the purposes of this Agreement and the recitals in and Schedule to this Agreement, unless the context otherwise requires, the following words and phrases will have the meanings indicated below: (a) "Agreement" means this Agreement including the Schedule hereto, which are incorporated by Ihis reference, as amended and supplemented; (b) "Property" means, the two mining claims located in, Albemi Mining Division. BC as described in Schedule 1 hereto; (c) "Purchase Price" means, the $8*000 purchase price for the Property as contemplated in this Agreement: (d) "Vendor" means David Heyman; (e) "Buyer" means. Quartz Ventures, Inc., a company incorporated and existing under the laws of Nevada: 1 1.2 INTERPRETATION In this Agreement, except as otherwise expressed or provided or as (he context otherwise requires: (a) the headings and captions are provided for convenience only and will not form a part of this Agreement, and will not be used to interpret, define or limit the scope, extern or intent of this Agreement or any of its provisions; and (b) a reference to time or date is to the local time or date in Vancouver, BC, unless specifically indicated otherwise; 1.3 AMENDMENT No amendment, waiver, termination or variation of the terms, conditions, warranties, covenants, agreements and undertakings set out herein wilt be of any force or effect unless the same is reduced to writing duly executed by all parties hereto in the same manner and with the same formality as this Agreement is executed. 1.4 WAIVER No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar) and no waiver will constitute a continuing waiver unless otherwise expressly provided. 1.5 SCHEDULE The following Schedule arc attached hereto and form A part hereof; SCHEDULE SUBJECT 1 Description of Property 1.6 CURRENCY All dollar ($) references in Ihis Agreement arc to United States dollars. 2. PURCHASE AND SALE 2.1 Purchase and Sale Subject to the terms and conditions of this Agreemeni and based on the representations and warranties contained in this Agreement, Buyer hereby offers to purchase the Property from the Vendor and the Vendor hereby agrees to sell the Property to Buyer. 2 2.2 CONSIDERATION In consideration for the sale by the Vendor to Buyer of the Property, Buyer will pay the Purchase Price for the Property to the Vendor on the Closing date. 3. REPRESENTATION S AND WARRANTIES 3.1 REPRESENTATIONS AND WARRANTIES Of The Vendor The Vendor represents and warrants lo and in favour of (he Buyer as follows and acknowledges that Buyer is relying upon such representations and warranties in con sum mating the transactions contemplated by this Agreement: (a) This Agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor in accordance with its terms; (b) Schedule 1 hereto contains an accurate and complete description of the Property; (c) No person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase from the Vendor of any interest in the Property; (d) The entering into, execution, delivery and performance by the Vendor of this Agreement will not violate or contravene or conflict with or result in a breach of or default or give rise to any right of termination, acceleration, cancellation or modification under any of the terms and conditions of any contract, agreement, commitment, arrangement or understanding pursuant to which the Vendor holds or has acquired its interest in the Property or any other contract, agreement, commitment, arrangement, understanding or restriction, written or oral, to which the Vendor is a parry-' or by which it is bound; (e) To the best of the knowledge of the Vendor after due enquiry, there are no legal conflicts of any nature and no investigations or legal or administrative affairs pending against the Vendor in connection wilh the Property or for any other cause and there is no pending or threatened decree, decision, sentence, injunction, order or award of any court, arbitral tribunal or governmental authority or any action, procedure, arbitration, administrative or judicial investigation, actual or threatened, with respect to the Vendor or the Property: (f) The Vendor holds the right to deliver all right, title and interest in and to the Property, and the Property is free of any lien, claim, pledge, privilege, levy, lease, sublease or rights of any person and other than government royalties, government work requirements and other conditions imposed by a governmental authority; 3.2 REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to and in favour of the Vendor as follows and acknowledges that Ihc Vendor are relying upon such representalions and warranties in consummating the transactions contemplated by ihis Agreement: (a) Buyer is a corporation duly incorporated and validly subsisting and in good standing in the State of Nevada; 3 (b) Buyer has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder; (c) The execution and delivery of this Agreement and the completion of the transactions contemplated herein will constitute a valid and binding obligation of Huyer enforceable against it in accordance with its terms: (d) The entering into, execution, delivery and performance by the Buyer of this Agreement will not violate or contravene or conflict with or result in a breach of or default or give rise to any right of termination, acceleration, cancellation or modification under any of the terms and conditions of any contract, agreement, commitment, arrangement, understanding or restriction, written or oral, to which Buyer is a party or by which it is bound or under the constating documents or directors' or shareholders* resolutions of Buyer; 4. CLOSING 4.1 TIME AND PLACE OF CLOSING The closing ("Closing") of this Agreement will take place at the offices of Buyer at 2:00 p.m. (BC time) on January 15th 2007. 4.2 CLOSING DOCUMENTS At Closing, the parties hereto will table the following documents; (a) Documents of The Vendor: The Vendor will table for delivery to Buyer title transfer documents relating to the Property in a form acceptable to Buyer's legal counsel. (b) DOCUMENTS OF BUYER. Buyer will table for delivery to the Vendor a certified check, or a check issued from an attorney's trust account for $8,000 made payable to the Vendor. 5. TERMINATION 5.1 MUTUAL TERMINATION This Agreement may, prior to Closing, be terminated by the parties hereto by mutual agreement in writing notwithstanding anything contained herein. 6. GENERAL PROVISIONS 6.1 Time of Essence Time is and will be of the essence of each and every provision of this Agreement. 6.2 FINDER'S FEES AND BROKERS' COMMISSION Each of the parties hereto represents to the other that it has not incurred any liability for any iinders' fee or brokers' commission in connection with the execution of this Agreement or the consummation of the transactions contemplated herein. 4 6.3 EXPENSES Buyer will be responsible for all fees and expenses in connection with the preparation, execution and delivery of this Agreement and the preparation and completion of all other agreements, documents, approvals and transactions contemplated by this Agreement. 6.4 FURTHER ASSURANCES Each of the parties hereto will, wheLher before or after Closing and at the expense of Buyer, execute and deliver all such further documents and instruments, give all such further assurances, and do all such acts and things as may reasonably be required to carry out the full intent and meaning of this Agreement. 6.5 ENTIRE AGREeMENT This Agreement and the Schedule hereto contain the whole agreement among the parties hereto in respect of the subject matter hereof and supersedes and replaces all prior negotiations, communications and correspondence between the parties hereto. There are no warranties, representations, terms, conditions or collateral agreements, express or implied, statutory or otherwise, among the Vendor and Buyer other than as expressly set forth in this Agreement and the Schedule hereto. 6.6 ENUREMENT This Agreement will enure to the benefit of and be binding upon each of the parties hereto and their respective successors, liquidators and permitted assigns. 6.7 Assignment No party hereto may assign any of its right, title or interest in, to or under Ihis Agreement, nor will any such purported assignment be valid amongst the parties hereto, except with the prior written consent of all parties hereto, such consent not to be unreasonably withheld. 6.S GOVERNING LAW This Agreement will be construed and interpreted in accordance with the laws of the Province of Ontario, Canada and the laws of Canada applicable therein. 6.9 NOTICES All notices, payments, and other required communications ("Notices'") to the parties hereto shall be in writing and shall be addressed respectively at their addresses first noted above. All notices shall be given (i) by personal delivery to the parry by leaving a copy at the place specified for notice with a receptionist or an apparently responsible individual, or (ii) by electronic facsimile communication. All notices will be effective and will be deemed delivered (i) if by persona] delivery, on the date of delivery if delivered during normal business hours and. if not delivered during normal business hours, on the next business day following delivery, and (ii) if by electronic communication, on the next business day following receipt of the electronic communication. A party hereto may change its address for notice by notice to the other party. 6.10 COUNTERPARTS This Agreement, and any certificates or other writing delivered in connection herewith, may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same 5 instrument. The execution of this Agreement and any other writing by any party hereto or thereto will not become effective until counterparts hereof or or therof, as the case may be, have been executed by all the parties hereto or thereto, and executed copies delivered for each party who is a party hereto or thereto. Such delivery may be made by facsimile transmission of the execution page or pages hereof or thereof to each of the other parties by the party signing the particular counterpart, provided that forthwith after such facsimile transmission, an originally executed execution page or pages is forwarded by prepaid express courier to the other party by the party signing the particular counterpart. The parties herein have executed and delivered this Agreement as of the date first, written above. QUARTZ VENTURES INC Per: __________________________ Glenn Ennis, President /s/ DAVID HEYMAN __________________________ David Heyman 6 6.10 COUNTERPARTS This Agreement, and any certificates or other writing delivered in connection herewith, may be executed in any number of counterparts with the same effect as if all parties hereto had all signed the same instrument. The execution of this Agreement and any other writing by any party hereto or thereto will not become effective until counterparts hereof or or therof, as the case may be, have been executed by all the parties hereto or thereto, and executed copies delivered for each party who is a party hereto or thereto. Such delivery may be made by facsimile transmission of the execution page or pages hereof or thereof to each of the other parties by the party signing the particular counterpart, provided that forthwith after such facsimile transmission, an originally executed execution page or pages is forwarded by prepaid express courier to the other party by the party signing the particular counterpart. The parties herein have executed and delivered this Agreement as of the date first, written above. QUARTZ VENTURES INC Per: /s/ GLENN ENNIS __________________________ Glenn Ennis, President __________________________ David Heyman 6 Schedule 1 Description of Property CLAIM NAME MINING DIVISION TENURE NUMBER Horse's Wilher Albemi 548275 Fetlock Albemi 549813 7 QUARTZ VENTURES. MINUTES OF A MEETING OF THE SOLE DIRECTOR OF THE COMPANY HELD ON JANUARY 15, 2007 AT 2215 ALDER STREET, VANCOUVER, BRITISH COLUMBIA Present: Glenn Ennis Glenn Ennis took the chair and acted as the Recording Secretary of the Meeting. MINERAL PROPERTY PURCHASE AGREEMENT WHEREAS the Company wishes to enter into a Mineral Property Purchase Agreement to acquire a 100% interest in two mineral exploration claims located in the Alberni Mining Division. BC for consideration of $ 8,000 payable to David Heyman, the vendor; AND WHEREAS the sole director of the Company present at the meeting has reviewed a copy of the proposed purchase agreement; UPON MOTION duly made it was; RESOLVED that: 1. The sole diretor of the Company hereby approve the Company's execution of the property purchase agreement between the Company and David Heyman, respecting the Property upon the terms as set out in the form of agreement presented to the meeting; 2. The Company pay a sum of US$8,000 to David Hcyman in accordance with the property purchase agreement 3. The President of the Company or any one Director be and the same are hereby authorized to sign any and all documentation necessary to complete this transaction, including the agreement. TERMINATION OF MEETING UPON MOTION, If WAS RESOLVED that the Meeting terminate. EX-10.3 6 ex10-3.txt FORM OF PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT EXHIBIT 10.3 PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (for completion by non-United States residents) QUARTZ VENTURES, INC. The undersigned (the "Purchaser") hereby irrevocably subscribes for and agrees to purchase the number of shares of common stock in the capital of Quartz Ventures, Inc. (the "Company"), a Nevada company, disclosed on page 5 of this Agreement at a price of US$ per share for the aggregate price disclosed on page 5 of this Agreement (U.S. dollars) (the "Funds"). Together with this Subscription Agreement, the Purchaser is delivering to the Company the full amount of the purchase price for the Shares in respect of which it is subscribing. The Offering is being conducted in reliance upon the exemption from registration requirements of the Securities Act of 1933 (the "Act") set forth in Regulation S promulgated under the Act. 2. Representations and Warranties of the Purchaser. In order to induce the Company to accept this subscription, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows: A. The Purchaser is purchasing the Shares for the Purchaser's own account (not as a nominee or agent) for investment purposes and not with a view towards resale or distribution of any part thereof. The Purchaser has no present arrangement or intention to sell or distribute the Shares, or to grant participation in the Shares. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; B. The Purchaser acknowledges and agrees that the United States Securities & Exchange Commission has not review the offering of the Shares and that the Shares have not been registered under the Act and may not be offered or sold in the United States or to U.S. persons unless the Shares are registered under the Act, sold in accordance with the provisions of Regulation S of the Act or pursuant to an available exemption from registration. The certificate representing the Shares will bear the following legend and the Purchaser agrees to abide by the terms thereof: The Securities represented hereby have not been registered under the Securities Act of 1933 (the "Act"), and have been issued in reliance upon an exemption from the registration requirements of the Act provided by Regulation S promulgated under the Act. Such securities may not be re-offered for sale or resold or otherwise transferred except in accordance with the provisions of Regulation S, pursuant to an effective registration under the Act, or pursuant to an available exemption from registration under the Act. Hedging transactions involving the securities may not be conducted unless in compliance with the Act. C. The Purchaser has had the opportunity to ask and receive answers to any and all questions the Purchaser had with respect to the Company, its Business Plan, Management and current financial condition. The Purchaser acknowledges that the Company is newly organized, does not have an operating history, will likely require additional capital to complete its business plan and that there is no assurance that the Company can obtain additional capital or successfully complete its Business Plan; D. The Purchaser is an accredited investor and has such knowledge and expertise in financial and business matters that the Purchaser is capable of evaluating the merits and risks involved in an investment in the Shares and acknowledges that an investment in the Shares entails a number of very significant risks and the Purchaser is able to withstand the total loss of its investment. The Purchaser acknowledges that the Company has recommended that each Purchaser obtain independent legal and financial advice prior to subscribing, including but not limited to advice as to the legality of any resale of the Shares, as well as the suitability of the investment for the Purchaser; E. Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Purchaser is not relying upon any information, other than that contained in this Agreement and the result of independent investigation by the Purchaser; F. The Purchaser understands that the Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States Federal and State securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares; G. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms; H. The Purchaser is not purchasing the Shares as a result of any advertisement of the offering of the Shares; I. This subscription for the Shares has not been induced by any representations or warranties by any person whatsoever with regard to the future value of the Company's securities; J. The Subscriber is not a "U.S. Person" as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. A "U. S. Person" is defined by Regulation S of the Act to be any person who is: (a) any natural person resident in the United States; (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and (g) any partnership or corporation if. 1 . organized or incorporated under the laws of any foreign jurisdiction; -and 2. formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated, and owned, by accredited investors [as defined in Section 230.501 (a) of the Act] who are not natural persons, estates or trusts. K. The Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Act; and L. The Purchaser agrees to execute an agreement imposing restrictions on transfer of the Shares in the form the Company requires. 3. Representations of the Company. The Company represents and warrants to the Purchaser that: A. The Company is duly incorporated under the laws of the State of Nevada and is in good standing in accordance with all applicable federal and state laws; B. The execution, delivery and performance of this Agreement by the Company and the performance of its obligations hereunder do not and will not constitute a breach or violation of any of the terms and provisions of, or constitute a default under or conflict with or violate any provisions of (i) the Company's Articles of Incorporation or By-laws, (ii) any indenture, mortgage, deed of trust, agreement or any instrument to which the Company is a party or by which it or any of its property is bound, (iii) any applicable statute or regulation, or (iv) any judgment, decree or order of any court or government body having jurisdiction over the Company or any of its property; C. The execution, delivery and performance of this Agreement and the consummation of the issuance of the Shares and the transactions contemplated by this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate and stockholder action on behalf of the Company; D. There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its properties, which might result in any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company, or which might materially and adversely affect the properties or assets thereof; E. The Company is not in default in the performance or observance of any material obligation agreement, covenant or condition contained in any material indenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property may be bound; and neither the execution, nor the delivery by the Company, nor the performance by the Company of its obligations under this Agreement will conflict with or result in the breach or violation of any of the terms or provisions of, or constitute a default or result in the creation or imposition of a lien or charge on any assets or properties of the Company under any material deed of trust or other material agreement or instrument to which the Company is party or by which it is bound or any statute or the Articles of Incorporation or By-laws of the Company, or any decree, judgment, order, ruling or regulation of any court or government agency or body having jurisdiction over the Company or its properties; F. There is no fact known to the Company (other than general economic conditions known to the public generally) that has not been disclosed in writing to the Purchaser that (i) could reasonably be expected to have a material adverse effect on the condition (financial or otherwise) or on the earnings, business affairs, business prospects, properties or assets of the Company, or (ii) could reasonably be expected to materially and adversely affect the ability of the Company to perform its obligations pursuant to this Agreement. 4. Non-Binding Until Accepted. The Purchaser understands that this subscription is not binding upon the Company until the Company accepts it, which acceptance is at the sole discretion of the Company and is to be evidenced by the Company's execution of this Agreement where indicated. The funds advanced by the Purchaser cannot be used by the Company until the Company has accepted the subscription and has executed this Agreement. 5. Non-Assignability. Neither this Agreement nor any of the rights of the Purchaser hereunder may be transferred or assigned by the Purchaser. Moreover, the Company shall refuse to register any transfer of the common stock not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration. 6. Modification/Entire Agreement. This Agreement (i) may only be modified by a written instruction executed by the Purchaser and the Company; (ii) sets forth the entire agreement of the Purchaser and the Company with respect to the subject matter hereof; and (iii) shall enure heirs, legal representatives, successors and permitted assigns. 7. Governing Law. This Agreement will be construed and enforced in accordance with and governed by the laws of the State of Nevada. 8. Notices. All Notices or other communication hereunder shall be in writing and shall be deemed to have been duly given if delivered personally (including courier service) or mailed by certified or registered mail, return receipt requested, postage prepaid. IN WITNESS WHEREOF the Purchaser has executed this Securities Subscription Agreement on the date set forth below. The Subscriber hereby offers to subscribe for _____________ Shares on the terms and conditions of this Agreement and agrees to pay the Funds and delivers herewith a certified check, money order or bank draft in the sum of $ _________ (U.S.) made payable to the Company. DATED: __________________ (sign below if Subscriber is an individual) SIGNED, SEALED AND DELIVERED by the Subscriber in the presence of: ) ___________________________ ) SIGNATURE OF THE SUBSCRIBER __________________________________________________ ) PRINTED NAME OF SUBSCRIBER ) ) ____________________________ ) RESIDENTIAL ADDRESS OF SUBSCRIBER ) ) (sign below if Subscriber is a corporation) EXECUTED by ) ) __________________________ in the presence of: ) per: ) ) __________________________ ____________________________________________________) AUTHORIZED SIGNATORY WITNESS ) ACCEPTANCE BY THE COMPANY _________________________ This Agreement is accepted by the Company as of the day of QUARTZ VENTURES, INC. per: ____________________________ Authorized Signatory EX-23 7 ex23-1.txt EX-23.1 - CONSENT OF INDEPENDENT REGISTERED CPA FIRM EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM TO: Quartz Venture Inc. As independent registered certified public accountants, we hereby consent to the inclusion in this Registration Statement on Form S-1 , of our report dated July 31, 2008 relating to the financial statements of Quartz Venture, Inc. and to the reference to our Firm under the caption "Experts" appearing in the Prospectus. /s/ RBSM LLP ____________ RBSM LLP New York, New York August 4, 2008 EX-23.2 8 ex23-2.txt CONSENT OF GEOLOGIST EXHIBIT 23.2 SADLIER-BROWN CONSULTING LTD. Suite 1209, 409 Granville Street Tel: (604)685 6846 Vancouver B.C. FAX: (604)689 4960 V6C 1T2 email: sadlier@loudpipe.com July 24th 2008 To whom it may concern I am a Qualified Person and author of a report prepared for Quartz Ventures Inc. entitled: A GEOLOGICAL REPORT ON THE HORSE'S WITHER AND FETLOCK MINERAL CLAIMS, TOFINO INLET AREA, ALBERNI MINING DIVISION, BRITISH COLUMBIA (092F04E) dated February 19th 2007. Please accept this letter as my consent to the filing of this report on SEDAR. Yours truly SADLIER-BROWN CONSULTING LTD /s/ TIMOTHY L. SADLIER-BROWN ________________________________ Timothy L. Sadlier-Brown, P.Geo. -----END PRIVACY-ENHANCED MESSAGE-----