We intend to commence operations as an exploration stage company. We will be
engaged in the acquisition and exploration of mineral properties with a view to
exploiting any mineral deposits we discover that demonstrate economic
feasibility. We own a 100% interest in eight contiguous lode mineral claims
collectively known as the Surprise Lake property. There is no assurance that a
commercially viable mineral deposit exists on the property.
Further exploration will be required before a final evaluation as to the
economic and legal feasibility is determined.
Our plan of operation is to conduct exploration work on the Surprise Lake
property in order to ascertain whether it possesses economic quantities of gold,
tungsten and molybdenite. There can be no assurance that economic mineral
deposits or reserves exist on the Surprise Lake property until appropriate
exploration work is done and an economic evaluation based on such work concludes
that production of minerals from the property is economically feasible.
Even if we complete our proposed exploration programs on the Surprise Lake
property and they are successful in identifying a mineral deposit, we will have
to spend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit.
Description, Location and Access
The Surprise Lake Property is located approximately 22 miles northeast of Atlin,
British Columbia at the north end of Surprise Lake. Atlin is located on the east
shore of Atlin Lake in northwestern British Columbia and is approximately 61
miles south of Jakes Corner, Yukon on the Alaska Highway and approximately 113
miles from Whitehorse, Yukon. A community air strip enables air access by small
planes into Atlin. The south end of Surprise Lake may be accessed by local roads
that are passable by wheeled vehicles in the summer months and by snowmobiles in
winter. The north end of the lake can be reached by circuitous routes comprising
placer miners' roads.
-18-
Surprise Lake is about 16 miles long, varies in width from about 0.62 miles to
1.86 miles across and is oriented north-northeasterly in a sub-alpine valley.
The nearby terrain is typically post-glacial and features gentle slopes and
poplar thickets of willow brush and berry bushes, sparse evergreen stands and
poplar thickets. The lake is at an elevation of 3,090 feet and surrounding
mountain ranges rise to about 6,561 feet. The claims are located in the valley
bottom of upper Pine Creek that enters the north end of Surprise Lake.
The Atlin area enjoys a favorable climate with warm summers, cold winters and
only slight precipitation, equally in the form of rain and snow. Permafrost is
present in sheltered areas, but is not a serious impediment to mining
operations.
Surprise Lake Property Staking and Purchase Agreement
On January 29, 2004, we entered into an agreement with Mr. Peter Burjoski of
Atlin, British Columbia, whereby he agreed stake and sell to us a total of eight
mineral claims located approximately 22 miles northeast of Atlin, British
Columbia in an area having the potential to contain gold, tungsten and
molybdenum mineralization or deposits. In order to acquire a 100% interest in
these claims, we paid $5,000 to Mr. Burjoski.
Exploration History
The Atlin mining district, inclusive of the Surprise Lake property, achieved
recognition in 1898 with the discovery of placer gold. The term placer refers to
the natural tendency of heavy minerals to sink in moving water. Gold, due to its
high density and coupled with the effect of gravity, will naturally concentrate
and settle in areas of moving streams and lakes where other, lighter substances
have been carried away by the flow of water and other moving particles.
Following the 1898 discovery, several government geological reconnaissance
missions were sent to the Atlin area where attention was focused on placer mines
and the interpretation of glacial history as a guide to prospective areas of
gold accumulation.
Although mining exploration in this area was most active from 1898 through 1910,
it has been continuous through the present time. During the 1970s, technical
surveys and drillings were conducted on molybdenum deposits west of Surprise
Lake. A regional geochemical survey of Atlin was completed in 1977 and
geochemists of the Geological Survey of Canada conducted field studies in
selected parts of the Atlin district as part of the focused geological
initiative.
In recent years, staff of the Geological Survey Branch have undertaken a number
of focused initiatives in the area, particularly with respect to potential
mineralized areas located in a northwesterly trending belt that lies immediately
east of Atlin Lake and nearby placer mining areas.
Geological Assessment Report: Surprise Lake Property
We have obtained a geological summary report on the Surprise Lake property that
was prepared by Mr. Erik A. Ostensoe, a professional geologist, of Vancouver,
British Columbia. The report discusses the geology of the area surrounding and
particular to the Surprise Lake property, and makes a recommendation for further
exploration work.
-19-
In his report, Mr. Ostensoe concludes that the Surprise Lake property has the
potential to host skarn mineral deposits. A skarn is broadly defined as a
concentration of volcanic rocks that are found alongside and host occurrences of
ore. Since skarns are often associated with mineralization, they are generally
targets for mineral exploration.
Conclusions
Mr. Ostensoe, the author of the geological report on the Surprise Lake property,
believes that the area has potential for skarn occurrences of gold, tungsten and
molybdenum. Since placer gold in nearby streams has not been related to any
source, he recommends that all drainages in and near the claims be prospected by
panning techniques. Further exploration for placer gold bearing channels may
involve the use of seismic refraction surveys to locate and delineate buried
channels. Heavy equipment may be required to excavate and access the gravels
therein. Investigation of possible bedrock sources related to anomalous
geochemical results may require one or more geophysical surveys. Geophysical
surveying is the search for mineral deposits by measuring the physical property
of near-surface rocks, and looking for unusual responses caused by the presence
of mineralization. Electrical, magnetic, gravitational, seismic and radioactive
properties are the ones most commonly measured.
An initial examination could be completed in about two to three weeks. Costs
including wages, camp, access, transportation and contingencies are estimated to
be less than $15,000.
Compliance with Government Regulation
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in the Province of British Columbia, specifically.
Under these laws, prior to production, we have the right to explore the
property, subject only to a notice of work which may entail posting a bond. In
addition, production of minerals in the Province of British Columbia will
require prior approval of applicable governmental regulatory agencies. We can
provide no assurance to investors that such approvals will be obtained. The cost
and delay involved in attempting to obtain such approvals cannot be known at
this time.
We have budgeted for regulatory compliance costs in the proposed work program
recommended by the geological report. We will have to sustain the cost of
reclamation and environmental mediation for all exploration (and development)
work undertaken. The amount of these costs is not known at this time as we do
not know the extent of the exploration program that will be undertaken beyond
completion of the recommended work program. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings, our competitive position or us in the event a potentially economic
deposit is discovered.
If we enter into production, the cost of complying with permit and regulatory
environment laws will be greater than in phase one because the impact on the
project area is greater. Permits and regulations will control all aspects of any
production program if the project continues to that stage because of the
potential impact on the environment. Examples of regulatory requirements
include:
- Water discharge will have to meet water standards;
- Dust generation will have to be minimal or otherwise re-mediated;
-20-
- Dumping of material on the surface will have to be re-contoured and
re-vegetated;
- An assessment of all material to be left on the surface will need to
be environmentally benign;
- Ground water will have to be monitored for any potential contaminants;
- The socio-economic impact of the project will have to be evaluated and
if deemed negative, will have to be re-mediated; and
- There will have to be an impact report of the work on the local fauna
and flora.
During the exploration phase, a bond will need to be provided covering possible
land disturbance. In the case of normal fieldwork, this should be minimal. The
costs of compliance with environmental regulations in the production phase are
variable and cannot be determined at this time.
Employees
We have no employees as of the date of this prospectus other than our two
directors.
Research and Development Expenditures
We have not incurred any other 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 patents or trademarks.
Reports to Security Holders
Although we are not required to deliver a copy of our annual report to our
security holders, we will voluntarily send a copy of our annual report,
including audited financial statements, to any registered shareholder who
requests it. We will not be a reporting issuer with the Securities & Exchange
Commission until our registration statement on Form SB-2 is declared effective.
We have filed a registration statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C.
-21-
Copies of all or any part of the registration statement may be obtained from
the Public Reference Section of the Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
Plan Of Operations
Our plan of operation for the twelve months following the date of this
prospectus is to complete the recommended exploration program on the Surprise
Lake property consisting of panning techniques, a seismic refraction survey,
excavation, and one or more of an electromagnetic, magnetic, resistivity and
induced polarization survey. We anticipate that the program will cost
approximately $15,000. To date, we have not commenced exploration on the
Surprise Lake property.
In the next 12 months, we also anticipate spending an additional $15,000 on
professional fees and administrative expenses, including fees payable in
connection with the filing of this registration statement and complying with
reporting obligations.
Total expenditures over the next 12 months are therefore expected to be $30,000.
Our cash reserves are not sufficient to meet our obligations for the next
twelve-month period. As a result, we will need to seek additional funding in the
near future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of our common stock. We may also seek to obtain
short-term loans from our directors, although no such arrangement has been made.
At this time, we cannot provide investors with any assurance that we will be
able to raise sufficient funding from the sale of our common stock or through a
loan from our directors to meet our obligations over the next twelve months. We
do not have any arrangements in place for any future equity financing.
Results Of Operations For Period Ending March 31, 2004
We have not earned any revenues from our incorporation on January 15, 2004 to
March 31, 2004. We do not anticipate earning revenues unless we enter into
commercial production on the Surprise Lake property, which is doubtful. We have
not commenced the exploration stage of our business and can provide no assurance
that we will discover economic mineralization on the property, or if such
minerals are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $8,559 for the period from our
inception on January 15, 2004 to March 31, 2004. These operating expenses were
comprised of $5,000 for mineral property expenditures, $2,930 in accounting and
audit fees, $39 in bank charges and $590 in office and miscellaneous fees.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
Description Of Property
We own a 100% interest in eight lode mineral claims comprising the Surprise Lake
property. We do not own or lease any property other than the Surprise Lake
property.
-22-
Certain Relationships And Related Transactions
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares carrying
more than 10% of the voting rights attached to our outstanding shares of
common stock;
* Any of our promoters;
* Any member of the immediate family of any of the foregoing persons.
Market For Common Equity And Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
Stockholders of Our Common Shares
As of the date of this registration statement, we have 30 registered
shareholders.
Rule 144 Shares
A total of 2,500,000 shares of our common stock are available for resale to the
public after January 20, 2005 and a total of 2,500,000 shares of our common
stock are available for resale to the public after January 23, 2005 in
accordance with the volume and trading limitations of Rule 144 of the Act. In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled to
sell within any three month period a number of shares that does not exceed the
greater of:
1. 1% of the number of shares of our common stock then outstanding which,
in our case, will equal 76,100 shares as of the date of this prospectus;
or
2. the average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144 with
respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 5,000,000 shares that may be sold pursuant to Rule 144.
-23-
Registration Rights
We have not granted registration rights to the selling shareholders or to any
other persons.
Dividends
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual course
of business; or
2. our total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to us for the fiscal period ended March 31, 2004 and subsequent to that period
to the date of this prospectus.
Annual Compensation
Restricted Options/ LTIP Other
Other Stock * SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
Ted Pres., CEO 2004 $0 0 0 0 0 0
Burylo & Director
Jeff Sec. and 2004 $0 0 0 0 0 0
Murdock Director
Stock Option Grants
We have not granted any stock options to the executive officers since our
inception.
Consulting Agreements
We do not have any employment or consulting agreement with Mr. Burylo or Mr.
Murdock. We do not pay them any amount for acting as a director.
-24-
Financial Statements
Index to Financial Statements:
1. Auditors' Report;
2. Audited financial statements for the period ending March 31, 2004, including:
a. Independent Auditors' Report;
b. Balance Sheet;
c. Statement of Operations;
d. Statement of Cash Flows;
e. Statement of Stockholders' Equity; and
f. Notes to the Financial Statements
-25-
AZZORO INC.
(An Exploration Stage Company)
FINANCIAL STATEMENTS
March 31, 2004
-26-
AZZORO, INC.
(An Exploration Stage Company)
BALANCE SHEET
March 31, 2004
ASSETS
2004
Current
Cash $ 26,371
LIABILITIES
Current
Accounts payable and accrued liabilities $ 2,930
STOCKHOLDERS' EQUITY
Common stock (Note 4)
75,000,000 shares authorized, $0.001 par value,
7,700,000 shares outstanding 7,700
Additional paid in capital 24,300
Deficit accumulated during the exploration stage (8,559)
--------------
23,441
$ 26,371
=============
Nature and Continuance of Operations - Note 1
The accompanying notes are an integral part of these financial statements
-27-
AZZORO, INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
January 15, 2004
(Inception) to
March 31, 2004
----------------
Expenses
Accounting and audit fees $ 2,930
Bank charges 39
Office and miscellaneous 590
Mineral property costs 5,000
-------------
Net loss for the period $ 8,559
-------------
Basic and diluted loss per share $ 0.00
-------------
Weighted average number of shares outstanding 5,464,474
=============
The accompanying notes are an integral part of these financial statements
-28-
AZZORO, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
January 15, 2004
(Inception) to
March 31, 2004
----------------
Operating Activities
Net loss for the period $( 8,559)
Change in non-cash working capital balance
related to operations
Accounts payable and accrued liabilities 2,930
-------------
Net cash used in operating activities ( 5,629)
Financing Activity
Capital stock issued 32,000
-------------
Net cash from financing activity 32,000
-------------
Increase (decrease) in cash during the period 26,371
Cash, beginning of the period -
-------------
-
Cash, end of the period $ 26,371
=============
Supplemental cash flow information:
Interest paid $ -
=============
Income taxes paid $ -
=============
The accompanying notes are an integral part of these financial statements
-29-
AZZORO, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS'
EQUITY for the period January 15, 2004
(Inception) to March 31, 2004
Deficit Accumulated
Common Shares Additional During the
-------------------------- Paid-in Exploration
Number Par Value Capital Stage Total
-------------------------------------------------------------------------
Capital stock issued for cash
- at $0.001 5,000,000 $ 5,000 $ - $ - $ 5,000
- at $0.01 2,700,000 2,700 24,300 - 27,000
Net loss for the period - - - (8,559) ( 8,559)
---------- ---------- ---------- ---------- --------
Balance, March 31, 2004 7,700,000 $ 7,700 $ 24,300 $ (8,559) $23,441
===========================================================================
-30-
AZZORO, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2004
Note 1 Nature and Continuance of Operations
The Company was incorporated in the State of Nevada on January 15,
2004 and is in the exploration stage. The Company has acquired a
mineral property located in the Province of British Columbia,
Canada and 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. The Company has incurred losses since inception resulting
in an accumulated deficit of $8,559 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.
Note 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.
Exploration Stage Company
The Company complies with Financial Accounting Standards Board
Statement No. 7 and Securities and Exchange Commission Act Guide 7
for its characterization of the Company as an exploration stage
enterprise.
Mineral Property
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
-31-
Note 2 Summary of Significant Accounting Policies - (cont'd)
or development and for normal operations of such assets. The
adoption of this standard has had no effect on the Company's
financial position or results of operations. As at March 31, 2004,
any potential costs relating to the retirement of the Company's
mineral property interest are not yet determinable.
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.
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 to their United States
dollar equivalents using foreign exchange rates which prevailed at
the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation
adjustments are reported as a separate component of stockholders'
equity, whereas 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 that 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
-32-
Note 2 Summary of Significant Accounting Policies - (cont'd)
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 March 31, 2004 a full deferred tax asset
valuation allowance has been provided and no deferred tax asset
benefit has been recorded.
Basic and Diluted Loss Per Share
Basic earnings per share includes no dilution and is computed by
dividing income available to common stockholders by the weighted
average number of common shares outstanding for the period.
Dilutive earnings per share reflects the potential dilution of
securities that could share in the earnings of the Company.
Because the Company does not have any potentially dilutive
securities, the accompanying presentation is only of basic loss
per share.
Stock-based compensation
In December 2002, the Financial Accounting Standards Board issued
Financial Accounting Standard No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS No. 148"), an
amendment of Financial Accounting Standard No. 123 "Accounting for
Stock-Based Compensation" ("SFAS No. 123"). The purpose of SFAS
No. 148 is to: (1) provide alternative methods of transition for
an entity that voluntarily changes to the fair value based method
of accounting for stock-based employee compensation, (2) amend the
disclosure provisions to require prominent disclosure about the
effects on reported net income of an entity's accounting policy
decisions with respect to stock-based employee compensation, and
(3) to require disclosure of those effects in interim financial
information.
The Company has elected to account for stock-based employee
compensation arrangements in accordance with the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", ("APB No. 25") and comply with the
disclosure provisions of SFAS No. 123 as amended by SFAS No. 148
as described above. In addition, in accordance with SFAS No. 123
the Company will apply the fair value method using the
Black-Scholes option-pricing model in accounting for options
granted to consultants. Under APB No. 25, compensation expense for
employees is recognized based on the difference, if any, on the
date of grant between the estimated fair value of the Company's
stock and the amount an employee must pay to acquire the stock.
Compensation expense is recognized immediately for past services
and pro-rata for future services over the option-vesting period.
To March 31, 2004 the Company has note granted any stock options.
-33-
Note 2 Summary of Significant Accounting Policies - (cont'd)
The Company accounts for equity instruments issued in exchange for
the receipt of goods or services from other than employees in
accordance with SFAS No. 123 and the conclusions reached by the
Emerging Issues Task Force in Issue No. 96-18. Costs are measured
at the estimated fair market value of the consideration received
or the estimated fair value of the equity instruments issued,
whichever is more reliably measurable. The value of equity
instruments issued for consideration other than employee services
is determined on the earliest of a performance commitment or
completion of performance by the provider of goods or services as
defined by EITF 96-18.
The Company has also adopted the provisions of the Financial
Accounting Standards Board Interpretation No. 44, Accounting for
Certain Transactions Involving Stock Compensation - An
Interpretation of APB Opinion No. 25 ("FIN 44"), which provides
guidance as to certain applications of APB 25. FIN 44 is generally
effective July 1, 2000 with the exception of certain events
occurring after December 15, 1998.
Recent Accounting Pronouncements
In April 2003, the Financial Accounting Standards Board issued
SFAS No. 149, "Amendment of Statement 133 on Derivative
Instruments and Hedging Activities", which clarifies financial
accounting and reporting for derivative instruments, including
certain derivative instruments embedded in other contracts and for
hedging activities under SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003 and for
hedging relationships designated after June 30, 2003. The adoption
of SFAS 149 has not had a material effect on the Company's
financial position or results of operations.
In May 2003, SFAS 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity",
was issued. This Statement establishes standards for how an issuer
classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that
an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some circumstances). Many of those
instruments were previously classified as equity. Generally, a
financial instrument, whether in the form of shares or otherwise,
that is mandatorily redeemable, i.e. that embodies an
unconditional obligation requiring the issuer to redeem it by
transferring its shares or assets at a specified or determinable
date (or dates) or upon an event that is certain to occur, must be
classified as a liability (or asset in some circumstances). In
some cases, a financial instrument that is conditionally
redeemable may also be subject to the same treatment. This
Statement does not apply to features that are embedded in a
financial instrument that is not a derivative (as defined) in its
entirety. For public entities, this Statement is effective for
financial instruments entered into or modified after May 31,
-34-
Note 2 Summary of Significant Accounting Policies - (cont'd)
2003. The adoption of SFAS 150 has not affected the Company's
financial position or results of operations.
In January 2003, the FASB issued FASB Interpretation No. 46,
Consolidation of Variable Interest Entities, an interpretation of
Accounting Research Bulletins ("ARB") No. 51, Consolidated
Financial Statements ("FIN 46"). Fin 46 applies immediately to
variable interest entitles created after January 31, 2003, and in
the first interim period beginning after June 15, 2003 for
variable interest entities created prior to January 31, 2003.
The interpretation explains how to identify variable interest
entities and how an enterprise assesses its interest in a variable
interest entity to decide whether to consolidate that entity. The
interpretation requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the
entities do not effectively disperse risks among parties involved.
Variable interest entities that effectively disperse risks will
not be consolidated unless a single party holds an interest or
combination of interests that effectively recombines risks that
were previously dispersed. The adoption of FIN 46 has not affected
the Company's financial position or results of operations.
Note 3 Mineral Property
Shorts Claims
By a mineral property staking and purchase agreement dated January
29, 2004, the Company acquired a 100% undivided right, title and
interest in and to the eight mineral claims, known as "Shorts
Claims", located in the province of British Columbia, Canada by
the payment of $5,000.
Note 4 Capital 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.
During the period from January 15, 2004 (Inception) to March 31,
2004 the Company issued 7,700,000 shares of common stock for total
proceeds of $32,000. Subsequent to March 31, 2004 the Company
issued 10,000 shares of common stock for total proceeds of $2,000.
At March 31, 2004 there were no outstanding stock options or
warrants.
Note 5 Income Taxes
The significant components of the Company's deferred tax assets
are as follows:
-35-
March 31,
2004
--------
Deferred Tax Assets
Non-capital loss carryforward $ 1,284
Less: valuation allowance for deferred tax asset ( 1,284)
--------
$ -
========
There were no temporary differences between the Company's tax and
financial bases that result in deferred tax assets, except for the
Company's net operating loss carryforwards amounting to
approximately $8,559 at March 31, 2004 which may be available to
reduce future year's taxable income. These carryforwards will
expire, if not utilized, commencing in 2024. Management believes
that the realization of the benefits from these deferred tax
assets appears uncertain due to the Company's limited operating
history and continuing losses. Accordingly a full, deferred tax
asset valuation allowance has been provided and no deferred tax
asset benefit has been recorded.
Changes In And Disagreements With Accountants
We have had no changes in or disagreements with our accountants.
Until _________________, all dealers that effect transactions in these
securities whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Part II
Information Not Required In The Prospectus
Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its
shareholders in connection with a matter in which the director
has a material conflict of interest;
(2) a violation of criminal law (unless the director had
reasonable cause to believe that his or her conduct was lawful
or no reasonable cause to believe that his or her conduct was
unlawful);
-36-
(3) a transaction from which the director derived an improper
personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officers; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us,in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the
bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 66.14
Transfer Agent Fees $ 1,000.00
Accounting and auditing fees and expenses $ 5,000.00
Legal fees and expenses $ 7,500.00
Edgar filing fees $ 1,500.00
------------
Total $ 15,066.14
============
-37-
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or costs of sale.
Recent Sales of Unregistered Securities
We completed an offering of 5,000,000 shares of our common stock at a price of
$0.001 per share to a total of two purchasers on January 23, 2004. The total
amount received from this offering was $5,000. As part of this offering, we
issued 2,500,000 shares of our common stock to Mr. Ted Burylo on January 20,
2004 and 2,500,000 shares to Mr. Jeff Murdock on January 23, 2004. Mr. Burylo is
our president, chief executive officer and a director. Mr. Murdock is our
secretary and a director.
These shares were issued pursuant to Regulation S of the Securities Act.
Appropriate legends were affixed to the stock certificates representing these
shares.
We completed an offering of 2,700,000 shares of our common stock at a price of
$0.01 per share to a total of 26 purchasers on March 31, 2004. The total amount
received from this offering was $26,000. We completed this offering pursuant to
Regulation S of the Securities Act. The purchasers were as follows:
Name of Shareholder Number of Shares
----------------------- ----------------
James Thiede 100,000
David Anderson 100,000
Kevin Klassen 100,000
Sharon Lee-White 100,000
Peter Burjoski 100,000
Johnathan Shea 200,000
William Butler 100,000
William McCormack 100,000
Lorne Wenn 100,000
Parvin Selseleh 100,000
Chris Roger 100,000
Harold McDougall 100,000
G.E. Fenwick 100,000
Shahram Fasihy 100,000
Michelle Janes 100,000
Marni Ziegler 100,000
Hailey Wenn 100,000
Lara Wenn 100,000
Ben McCormack 100,000
Guy Lawson 100,000
Ron Teti 100,000
Elaheh Fasihy 100,000
Seyed Mostafa Fasihi 100,000
E. Edwards 100,000
Brian Glaum 100,000
Randy Pesto 100,000
-38-
We completed an offering of 10,000 shares of our common stock at a price of
$0.20 per share to a total of two purchasers on April 19, 2004. The total amount
received from this offering was $2,000. We completed this offering pursuant to
Regulation S of the Securities Act. The purchasers were as follows:
Name of Shareholder Number of Shares
------------------- ----------------
William McMillan 5,000
Frank Kramaric 5,000
Regulation S Compliance
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in hedging transactions with regard to such securities unless in
compliance with the Act;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Act, or pursuant to an available exemption from registration; and that
hedging transactions involving those securities may not be conducted unless in
compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles,
charter or comparable document, to refuse to register any transfer of the
securities not made in accordance with the provisions of Regulation S pursuant
to registration under the Act, or pursuant to an available exemption from
registration; provided, however, that if any law of any Canadian province
prevents us from refusing to register securities transfers, other reasonable
procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.
-39-
Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Legal opinion of Warren J. Soloski, with consent to use
10.1 Mineral Property Staking and Purchase Agreement dated January 29, 2004
23.1 Consent of Dale Matheson Carr-Hilton LaBonte, Chartered Accountants
The undersigned registrant hereby undertakes:
1. To 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 which, individually or
together, represent a fundamental change in the information set forth
in this registration statement; and notwithstanding the forgoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
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; and
(c) include any additional or changed material information on the plan of
distribution.
2. That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. To remove from registration by means of a post-effective amendment any of the
securities being registered hereby which remain unsold at the termination of the
offering. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person in connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
-40-
Signatures
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the City of
Vancouver, Province of British Columbia on August 13, 2004.
Azzoro Inc.
By: /s/ Ted Burylo
------------------------------
Ted Burylo, President, Chief
Executive Officer, Principal
Accounting Officer and
Director
Power of Attorney
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Ted Burylo, his 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 pre- or
post-effective amendments to this registration statement, 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 their or his 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 CAPACITY IN WHICH SIGNED DATE
/s/ Ted Burylo President, Chief Executive August 13, 2004
----------------------- Officer, Treasurer, Principal
Ted Burylo Accounting Officer and Director
/s/ Jeff Murdock Secretary and Director August 13, 2004
-----------------------
Jeff Murdock
-41-
EXHIBIT 3.1 ARTICLES OF INCORPORATION
Articles of Incorporation
of
Azzoro Inc.
First. The name of the corporation is Azzoro Inc.
Second. The registered office of the corporation in the State of Nevada is
located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701. 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, including, but not limited to the following:
a) Shall have such rights, privileges and powers as may be
conferred upon corporations by any existing law.
b) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation
is organized.
c) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and
when no period is limited, perpetually, or until dissolved and its
affairs wound up according to law.
d) Shall have power to sue and be sued in any court of law or equity.
e) Shall have power to make contracts.
f) Shall have power to hold, purchase and convey real and
personal estate and to mortgage or lease any such real and personal
estate with its franchises. The power to hold real and personal estate
shall include the power to take the same by devise or bequest in the
State of Nevada, or in any other state, territory or country.
g) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
h) Shall have power to make By-Laws not inconsistent with the constitution
or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the
transfer of its stock, the transaction of its business, and the calling
and holding of meetings of its stockholders.
i) Shall have power to wind up and dissolve itself, or be wound up
or dissolved.
j) Shall have power to adopt and use a common seal or stamp, and alter the
same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or
stamp, if it desires, but such use or nonuse shall not in any way
affect the legality of the document.
k) Shall have the power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises, or for any other lawful purpose of
its incorporation; to issue bonds, promissory notes, bills of exchange,
debentures, and other obligations and evidences of indebtedness, payable
at a specified time or times,or payable upon the happening of a specified
event or events, whether secured by mortgage, pledge or otherwise, or
unsecured, for money borrowed, or in payment for property purchased, or
acquired, or for any other lawful object.
1) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness
created by, any other corporation or corporations of the State of
Nevada, or any other state or government, and, while owners of such
stock, bonds, securities or evidences of indebtedness, to exercise all
rights, powers and privileges of ownership, including the right to
vote, if any.
m) Shall have power to purchase, hold, sell and transfer shares of its own
capital stock, and use therefore its capital, capital surplus, surplus,
or other property to fund.
n) Shall have power to conduct business, have one or more offices, and
conduct any legal activity in the State of Nevada, and in any of the
several states, territories, possessions and dependencies of the United
States, the District of Columbia, and any foreign countries.
o) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles
of incorporation, or any amendment thereof, or necessary or incidental to
the protection and benefit of the corporation, and, in general, to carry
on any lawful business necessary or incidental to the attainment of the
objects of the corporation, whether or not such business is similar in
nature to the objects set forth in the certificate or articles of
incorporation of the corporation, or any amendments thereof.
p) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
q) Shall have power to enter into partnerships, general or limited, or joint
ventures, in connection with any lawful activities, as may be allowed by
law.
Fourth. That the total number of common stock authorized that may be issued by
the Corporation is seventy-five million (75,000,000) shares of stock with a par
value of one tenth of one cent ($0.001) per share and no other class of stock
shall be authorized. Said shares may be issued by the corporation from time to
time for such considerations as may be fixed by the Board of Directors.
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 By-Laws 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 of the Director shall be listed as follows:
Name: Daniel A. Kramer
Address: 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701
Sixth. The capital stock, 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: Daniel A. Kramer
Address: 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701
Eighth.The Resident Agent for this corporation shall be VAL-U-CORP SERVICES,INC.
The address of the Resident Agent, and, the registered or statutory address of
this corporation in the State of Nevada, shall be: 1802 N. Carson Street, Suite
212, Carson City, Nevada 89701.
Ninth. The corporation is to have perpetual existence.
Tenth. In furtherance and not in limitation of the powers conferred by the
statute, the Board of Directors is expressly authorized:
a) Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws of the corporation.
b) To fix the amount to be reserved as working capital over and above
its capital stock paid in; to authorize and cause to be executed,
mortgages and liens upon the real and personal property of this
corporation.
c) By resolution passed by a majority of the whole Board, to designate one
(1) or more committees, each committee to consist of one or more of the
Directors of the corporation, which, to the extent provided in the
resolution, or in the By- Laws of the corporation, shall have and may
exercise the powers of the Board of Directors in the management of the
business and affairs of the corporation. Such committee, or committees,
shall have such name, or names as may be stated in the By-Laws of the
corporation, or as may be determined from time to time by resolution
adopted by the Board of Directors.
d) When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the
voting power given at a Stockholders meeting called for that purpose,
or when authorized by the written consent of the holders of at least a
majority of the voting stock issued and outstanding, the Board of
Directors shall have power and authority at any meeting to sell, lease
or exchange all of the property and assets of the corporation,
including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for
the best interests of the corporation.
Eleventh. No shareholder shall be entitled as a matter of right to subscribe for
or receive additional shares of any class of stock of the corporation, whether
now or hereafter authorized, or any bonds, debentures or securities convertible
into stock, but such additional shares of stock or other securities convertible
into stock may be issued or disposed of by the Board of Directors to such
persons and on such terms as in its discretion it shall deem advisable.
Twelfth. 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 the 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 of the
corporation for acts or omissions prior to such repeal or modification.
Thirteenth. This 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 January 14, 2004.
/s/ Daniel A. Kramer
--------------------
Daniel A. Kramer
Incorporator
Certificate of Acceptance
By Resident Agent
BYLAWS
of
AZZORO INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the
time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or
such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the
Corporation, or at such other places, within or without the State of Nevada as
the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day,
and hour of the meeting, and the general nature of the business of the meeting,
must be faxed, personally delivered or mailed postage prepaid to each
shareholder of the Corporation entitled to vote at the meeting at the address of
the shareholder as it appears on the stock transfer ledger of the Corporation,
at least ten (10) days prior to the meeting. Accidental omission to give notice
of a meeting to, or the non-receipt of notice of a meeting by, a shareholder
will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting
of the shareholders, or any other action which may be taken at a meeting of the
shareholders, may be taken without a meeting, without prior notice and without a
vote if written consents are signed by shareholders representing a majority of
the shares entitled to vote at such a meeting, except however, if a different
proportion of voting power is required by law, the Articles of Incorporation or
these Bylaws, than that proportion of written consents is required. Such written
consents must be filed with the minutes of the proceedings of the shareholders
of the Corporation.
Section 6 - Quorum
a) No business, other than the election of the chairman or the adjournment
of the meeting, will be transacted at an annual or special meeting
unless a quorum of shareholders, entitled to attend and vote, is
present at the commencement of the meeting, but the quorum need not be
present throughout the meeting.
b) Except as otherwise provided in these Bylaws, a quorum is two persons
present and being, or representing by proxy, shareholders of the
Corporation.
c) If within half an hour from the time appointed for an annual or special
meeting a quorum is not present, the meeting shall stand adjourned to a
day, time and place as determined by the chairman of the meeting.
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of
shares, each shareholder shall be entitled to one vote for each share of stock
in his or her own name on the books of the corporation, whether represented in
person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the
vote takes place is not entitled to have a casting vote in addition to the vote
or votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special
meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
a) Each shareholder entitled to vote at an annual or special meeting may
do so either in person or by proxy. A form of proxy must be in writing
under the hand of the appointor or of his or her attorney duly
authorized in writing, or, if the appointor is a corporation, either
under the seal of the corporation or under the hand of a duly
authorized officer or attorney. A proxyholder need not be a shareholder
of the Corporation.
b) A form of proxy and the power of attorney or other authority, if any,
under which it is signed or a facsimiled copy thereof must be deposited
at the registered office of the Corporation or at such other place as
is specified for that purpose in the notice convening the meeting. In
addition to any other method of depositing proxies provided for in
these Bylaws, the Directors may from time to time by resolution make
regulations relating to the depositing of proxies at a place or places
and fixing the time or times for depositing the proxies not exceeding
48 hours (excluding Saturdays, Sundays and holidays) preceding the
meeting or adjourned meeting specified in the notice calling a meeting
of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a) The first Board of Directors of the Corporation, and all subsequent
Boards of the Corporation, shall consist of not less than one (1) and
not more than nine (9) directors. The number of Directors may be fixed
and changed from time to time by ordinary resolution of the
shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first annual
meeting of shareholders and until their successors have been duly
elected and qualified or until there is a decrease in the number of
directors. Thereinafter, Directors will be elected at the annual
meeting of shareholders and shall hold office until the annual meeting
of the shareholders next succeeding his or her election, or until his
or her prior death, resignation or removal. Any Director may resign at
any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining
Directors.
d) Between successive annual meetings, the Directors have the power to
appoint one or more additional Directors but not more than 1/2 of the
number of Directors fixed at the last shareholder meeting at which
Directors were elected. A Director so appointed holds office only until
the next following annual meeting of the Corporation, but is eligible
for election at that meeting. So long as he or she is an additional
Director, the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the
Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a) The Board of Directors shall be responsible for the control and
management of the business and affairs, property and interests of the
Corporation, and may exercise all powers of the Corporation, except for
those powers conferred upon or reserved for the shareholders or any
other persons as required under Nevada state law, the Corporation's
Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined
by the Directors or, if the Directors decide, by the shareholders.
Section 3 - Meetings of Directors
a) The President of the Corporation shall preside as chairman at every
meeting of the Directors, or if the President is not present or is
willing to act as chairman, the Directors present shall choose one of
their number to be chairman of the meeting.
b) The Directors may meet together for the dispatch of business, and
adjourn and otherwise regulate their meetings as they think fit.
Questions arising at a meeting must be decided by a majority of votes.
In case of an equality of votes the chairman does not have a second or
casting vote. Meetings of the Board held at regular intervals may be
held at the place and time upon the notice (if any) as the Board may by
resolution from time to time determine.
c) A Director may participate in a meeting of the Board or of a committee
of the Directors using conference telephones or other communications
facilities by which all Directors participating in the meeting can hear
each other and provided that all such Directors agree to such
participation. A Director participating in a meeting in accordance with
this Bylaw is deemed to be present at the meeting and to have so
agreed. Such Director will be counted in the quorum and entitled to
speak and vote at the meeting.
d) A Director may, and the Secretary on request of a Director shall,
call a meeting of the Board. Reasonable notice of the meeting
specifying the place, day and hour of the meeting must be given by
mail, postage prepaid, addressed to each of the Directors and alternate
Directors at his or her address as it appears on the books of the
Corporation or by leaving it at his or her usual business or
residential address or by telephone, facsimile or other method of
transmitting legibly recorded messages. It is not necessary to give
notice of a meeting of Directors to a Director immediately following a
shareholder meeting at which the Director has been elected, or is the
meeting of Directors at which the Director is appointed.
e) A Director of the Corporation may file with the Secretary a document
executed by him waiving notice of a past, present or future meeting or
meetings of the Directors being, or required to have been, sent to him
and may at any time withdraw the waiver with respect to meetings held
thereafter. After filing such waiver with respect to future meetings
and until the waiver is withdrawn no notice of a meeting of Directors
need be given to the Director. All meetings of the Directors so held
will be deemed not to be improperly called or constituted by reason of
notice not having been given to the Director.
f) The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed is a
majority of the Directors or, if the number of Directors is fixed at
one, is one Director.
g) The continuing Directors may act notwithstanding a vacancy in their
body but, if and so long as their number is reduced below the number
fixed pursuant to these Bylaws as the necessary quorum of Directors,
the continuing Directors may act for the purpose of increasing the
number of Directors to that number, or of summoning a shareholder
meeting of the Corporation, but for no other purpose.
h) All acts done by a meeting of the Directors, a committee of Directors,
or a person acting as a Director, will, notwithstanding that it be
afterwards discovered that there was some defect in the qualification,
election or appointment of the Directors, shareholders of the committee
or person acting as a Director, or that any of them were disqualified,
be as valid as if the person had been duly elected or appointed and was
qualified to be a Director.
i) A resolution consented to in writing, whether by facsimile or other
method of transmitting legibly recorded messages, by all of the
Directors is as valid as if it had been passed at a meeting of the
Directors duly called and held. A resolution may be in two or more
counterparts which together are deemed to constitute one resolution in
writing. A resolution must be filed with the minutes of the proceedings
of the directors and is effective on the date stated on it or on the
latest date stated on a counterpart.
j) All Directors of the Corporation shall have equal voting power.
Section 4 - Removal
One or more or all the Directors of the Corporation may be removed with or
without cause at any time by a vote of two-thirds of the shareholders entitled
to vote thereon, at a special meeting of the shareholders called for that
purpose.
Section 5 - Committees
a) The Directors may from time to time by resolution designate from among
its members one or more committees, and alternate members thereof, as
they deem desirable, each consisting of one or more members, with such
powers and authority (to the extent permitted by law and these Bylaws)
as may be provided in such resolution. Each such committee shall serve
at the pleasure of the Board of Directors and unless otherwise stated
by law, the Certificate of Incorporation of the Corporation or these
Bylaws, shall be governed by the rules and regulations stated herein
regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall
cause them to be recorded in the books kept for that purpose, and shall
report them to the Board at such times as the Board may from time to
time require. The Board has the power at any time to revoke or override
the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a) The Corporation's officers shall have such titles and duties as shall
be stated in these Bylaws or in a resolution of the Board of Directors
which is not inconsistent with these Bylaws. The officers of the
Corporation shall consist of a president, secretary, treasurer, and
also may have one or more vice presidents, assistant secretaries and
assistant treasurers and such other officers as the Board of Directors
may from time to time deem advisable. Any officer may hold two or more
offices in the Corporation, and may or may not also act as a Director.
b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the
annual meeting of shareholders.
c) Each officer shall hold office until the annual meeting of the Board of
Directors next succeeding his or her election, and until his or her
successor shall have been duly elected and qualified, subject to
earlier termination by his or her death, resignation or removal.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation
to the Corporation.
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority
vote of the Board, either with or without cause, and a successor appointed by
the Board at any time, and any officer or assistant officer, if appointed by
another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be
determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property
whereby, whether directly or indirectly, duties or interests might be created in
conflict with his or her duties or interests as an officer of the Corporation
shall, in writing, disclose to the President the fact and the nature, character
and extent of the conflict and abstain from voting with respect to any
resolution in which the officer has a personal interest.
ARTICLE V: SHARES OF STOCK
Section 1 - Certificate of Stock
a) The shares of the Corporation shall be represented by certificates or
shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either manually
or by facsimile, by officers or agents designated by the Corporation
for such purposes, and shall certify the number of shares owned by
the shareholder in the Corporation. Whenever any certificate is
countersigned or otherwise authenticated by a transfer agent or
transfer clerk, and by a registrar, then a facsimile of the signatures
of the officers or agents, the transfer agent or transfer clerk or the
registrar of the Corporation may be printed or lithographed upon the
certificate in lieu of the actual signatures. If the Corporation uses
facsimile signatures of its officers and agents on its stock
certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be identical if the institution acting
in those dual capacities countersigns or otherwise authenticates any
stock certificates in both capacities. If any officer who has signed
or whose facsimile signature has been placed upon such certificate,
shall have ceased to be such officer before such certificate is issued,
it may be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.
c) If the Corporation issued uncertificated shares as provided for in
these Bylaws, within a reasonable time after the issuance or transfer
of such uncertificated shares, and at least annually thereafter, the
Corporation shall send the shareholder a written statement certifying
the number of shares owned by such shareholder in the Corporation.
d) Except as otherwise provided by law, the rights and obligations of the
holders of uncertificated shares and the rights and obligations of the
holders of certificates representing shares of the same class and
series shall be identical.
e) If a share certificate:
(i) is worn out or defaced, the Directors shall, upon production
to them of the certificate and upon such other terms, if any,
as they may think fit, order the certificate to be cancelled
and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to
the satisfaction of the Directors and upon and indemnity, if
any being given, as the Directors think adequate, the
Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner
surrenders it to the Corporation with a written request that
the Corporation issue in his or her name two or more
certificates, each representing a specified number of shares
and in the aggregate representing the same number of shares as
the certificate so surrendered, the Corporation shall cancel
the certificate so surrendered and issue new certificates in
accordance with such request.
Section 2 - Transfers of Shares
a) Transfers or registration of transfers of shares of the Corporation
shall be made on the stock transfer books of the Corporation by the
registered holder thereof, or by his or her attorney duly authorized by
a written power of attorney; and in the case of shares represented by
certificates, only after the surrender to the Corporation of the
certificates representing such shares with such shares properly
endorsed, with such evidence of the authenticity of such endorsement,
transfer, authorization and other matters as the Corporation may
reasonably require, and the payment of all stock transfer taxes due
thereon.
b) The Corporation shall be entitled to treat the holder of record of any
share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or
other claim to, or interest in, such share or shares on the part of any
other person, whether or not it shall have express or other notice
thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
a) The Directors may fix in advance a date, which must not be more than 60
days permitted by the preceding the date of a meeting of shareholders
or a class of shareholders, or of the payment of a dividend or of the
proposed taking of any other proper action requiring the determination
of shareholders as the record date for the determination of the
shareholders entitled to notice of, or to attend and vote at, a meeting
and an adjournment of the meeting, or entitled to receive payment of a
dividend or for any other proper purpose and, in such case,
notwithstanding anything in these Bylaws, only shareholders of records
on the date so fixed will be deemed to be the shareholders for the
purposes of this Bylaw.
b) Where no record date is so fixed for the determination of shareholders
as provided in the preceding Bylaw, the date on which the notice is
mailed or on which the resolution declaring the dividend is adopted, as
the case may be, is the record date for such determination.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors
so resolve, will not be required to issue fractional shares in connection with
an amalgamation, consolidation, exchange or conversion. At the discretion of the
Directors, fractional interests in shares may be rounded to the nearest whole
number, with fractions of 1/2 being rounded to the next highest whole number, or
may be purchased for cancellation by the Corporation for such consideration as
the Directors determine. The Directors may determine the manner in which
fractional interests in shares are to be transferred and delivered to the
Corporation in exchange for consideration and a determination so made is binding
upon all shareholders of the Corporation. In case shareholders having fractional
interests in shares fail to deliver them to the Corporation in accordance with a
determination made by the Directors, the Corporation may deposit with the
Corporation's Registrar and Transfer Agent a sum sufficient to pay the
consideration payable by the Corporation for the fractional interests in shares,
such deposit to be set aside in trust for such shareholders. Such setting aside
is deemed to be payment to such shareholders for the fractional interests in
shares not so delivered which will thereupon not be considered as outstanding
and such shareholders will not be considered to be shareholders of the
Corporation with respect thereto and will have no right except to receive
payment of the money so set aside and deposited upon delivery of the
certificates for the shares held prior to the amalgamation, consolidation,
exchange or conversion which result in fractional interests in shares.
ARTICLE VI: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefor,
as often, in such amounts, and at such time or times as the Board of
Directors may determine and shares may be issued pro rata and without
consideration to the Corporation's shareholders or to the shareholders
of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to
shareholders of another class or series unless such issuance is in
accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series
to be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of
shares that are authorized to be issued as a dividend.
ARTICLE VII: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from
such sources and upon such terms and conditions as they think
fit,
(ii) issue bonds, debentures and other debt obligations either
outright or as security for liability or obligation of the
Corporation or another person, and
(iii) mortgage, charge, whether by way of specific or floating
charge, and give other security on the undertaking, or on the
whole or a part of the property and assets of the Corporation
(both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued
at a discount, premium or otherwise, and with a special privilege as to
redemption, surrender, drawing, allotment of or conversion into or exchange for
shares or other securities, attending and voting at shareholder meetings of the
Corporation, appointment of Directors or otherwise, and may by its terms be
assignable free from equities between the Corporation and the person to whom it
was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VIII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to
change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE IX: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and
altered, from time to time, by the Board of Directors. The use of a seal or
stamp by the Corporation on corporate documents is not necessary and the lack
thereof shall not in any way affect the legality of a corporate document.
ARTICLE X: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new
Bylaws may be made by a majority vote of the shareholders at any annual meeting
or special meeting called for that purpose.
Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter, amend and
repeal, from time to time, Bylaws of the Corporation.
ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an
existing or proposed contract or transaction with the Corporation or who holds
an office or possesses property whereby, directly or indirectly, a duty or
interest might be created to conflict with his or her duty or interest as a
Director, shall declare the nature and extent of his or her interest in such
contract or transaction or of the conflict with his or her duty and interest as
a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with the
Corporation in which he is interested and if he does so his or her vote will not
be counted, but he will be counted in the quorum present at the meeting at which
the vote is taken. The foregoing prohibitions do not apply to:
(i) a contract or transaction relating to a loan to the
Corporation, which a Director or a specified corporation or a
specified firm in which he has an interest has guaranteed or
joined in guaranteeing the repayment of the loan or part of
the loan;
(ii) a contract or transaction made or to be made with or for the
benefit of a holding corporation or a subsidiary corporation
of which a Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares
or debentures to be issued by the Corporation or a subsidiary
of the Corporation, or a contract, arrangement or transaction
in which a Director is directly or indirectly interested if
all the other Directors are also directly or indirectly
interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors
against liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation (other
than the office of Auditor of the Corporation) in conjunction with his or her
office of Director for the period and on the terms (as to remuneration or
otherwise) as the Directors may determine. No Director or intended Director will
be disqualified by his or her office from contracting with the Corporation
either with regard to the tenure of any such other office or place of profit, or
as vendor, purchaser or otherwise, and, no contract or transaction entered into
by or on behalf of the Corporation in which a Director is interested is liable
to be voided by reason thereof.
d) A Director or his or her firm may act in a professional capacity for the
Corporation (except as Auditor of the Corporation), and he or his or her firm is
entitled to remuneration for professional services as if he were not a Director.
e) A Director may be or become a director or other officer or employee of, or
otherwise interested in, a corporation or firm in which the Corporation may be
interested as a shareholder or otherwise, and the Director is not accountable to
the Corporation for remuneration or other benefits received by him as director,
officer or employee of, or from his or her interest in, the other corporation or
firm, unless the shareholders otherwise direct.
ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of
Incorporation with the Secretary of State, and annually thereafter on or before
the last day of the month in which the anniversary date of incorporation occurs
each year, file with the Secretary of State a list of its president, secretary
and treasurer and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its resident agent
in the state of Nevada. Such list shall be certified by an officer of the
Corporation.
ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or former
Director of the Corporation and the Directors may cause the Corporation to
indemnify a director or former director of a corporation of which the
Corporation is or was a shareholder and the heirs and personal representatives
of any such person against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, actually and reasonably incurred
by him or them including an amount paid to settle an action or satisfy a
judgment inactive criminal or administrative action or proceeding to which he is
or they are made a party by reason of his or her being or having been a Director
of the Corporation or a director of such corporation, including an action
brought by the Corporation or corporation. Each Director of the Corporation on
being elected or appointed is deemed to have contracted with the Corporation on
the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or
agent of the Corporation or of a corporation of which the Corporation is or was
a shareholder (notwithstanding that he is also a Director), and his or her heirs
and personal representatives against all costs, charges and expenses incurred by
him or them and resulting from his or her acting as an officer, employee or
agent of the Corporation or corporation. In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the Corporation (if he is
not a full time employee of the Corporation and notwithstanding that he is also
a Director), and his or her respective heirs and legal representatives against
all costs, charges and expenses incurred by him or them and arising out of the
functions assigned to the Secretary by the Corporation Act or these Articles and
each such 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:
AZZORO INC.
per:
/s/ Jeff Murdock
-----------------------
Jeff Murdock, Secretary
MINERAL PROPERTY STAKING AND PURCHASE AGREEMENT
THIS AGREEMENT dated for reference January 29, 2004.
BETWEEN:
PETER BURJOSKI of PO Box 176, Altin, British Columbia,V0W 1A0;
(the "Vendor")
OF THE FIRST PART
AND:
AZZORO INC., a body corporate, duly incorporated under the
laws of the Nevada and having an office at 1030 - 475 Howe
Street, Vancouver, British Columbia, V6C 2B3;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S:
A. The Vendor intends to stake eight mineral claims located approximately 35
northeast of Atlin, Atlin Mining Division, British Columbia in an area having
the potential to contain gold, tungsten and molybdenum mineralization or
deposits (collectively, the "Claims");
B. The parties have agreed that the Vendor will sell the Claims
to the Purchaser upon the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the mutual covenants and provisos herein contained, THE PARTIES HERETO AGREE
AS FOLLOWS:
1. THE VENDOR'S REPRESENTATIONS
1.1 The Vendor represents and warrants to the Purchaser that upon completion of
the staking referred to herein:
(a) The Vendor will be the registered and beneficial owner of the
mineral interests comprising the Claims and will hold the
right to explore and develop the Claims;
(b) the Vendor, as beneficial owner of the Claims, will hold all
of the Claims free and clear of all liens, charges and claims
of and the Vendor will have free and unimpeded right of access
to the Claims and have use of the Claims surface for the
herein purposes;
2
(c) The Claims will have been duly and validly located and
recorded in a good and miner-like manner pursuant to the laws
of British Columbia and will be in good standing as of the
date of this Agreement; and
(d) There will be no adverse claims or challenges against or to
the Vendor's ownership of or title to any of the Claims nor
any basis therefor, and there will be no outstanding
agreements or options to acquire or purchase the Claims or any
portion thereof.
1.2 The representations and warranties of the Vendor set out in paragraph 2.1
above form a part of this Agreement and are conditions upon which the Purchaser
has relied in entering into this Agreement and shall survive the acquisition of
any interest in the Claims by the Purchaser.
2. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor that it is
a body corporate, duly incorporated under the laws of the State of Nevada with
full power and absolute capacity to enter into this Agreement and that the terms
of this Agreement have been authorized by all necessary corporate acts and deeds
in order to give effect to the terms hereof.
3. SALE OF CLAIMS
3.1 The Vendor hereby agrees to sell a 100% undivided right, title and interest
in and to the Claims in consideration of the Purchaser paying to the Vendor the
sum of $5,000 to the Purchaser forthwith upon receipt of:
(a) confirmation that the Claims have be staked and recorded; and
(b) a technical report on the Claims prepared by a qualified
professional geologist.
3.2 Upon the receipt of these payments, the Vendor hereby confirms that he will
hold the Claims in trust for the Purchaser. Thereafter, upon the request of the
Purchaser, the Vendor shall assist the Purchaser to record this Agreement with
the appropriate mining recorder and, when required, the Vendor shall further
provide the Purchaser with such recordable documents as the Purchaser and its
counsel shall require to record its due interest in respect of the Claims.
4. RIGHT TO ABANDON PROPERTY INTERESTS
4.1 Should the Purchaser, in its sole discretion, determine that any part of the
Claims no longer warrants further exploration and development, then the
Purchaser may abandon such interest provided the Purchaser returns to Claims to
the Vendor at least 30 days prior to any deadline for additional assessment work
to be completed.
5. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.
3
6. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying
with any provisions of this Agreement by reasons of strikes, labour disputes,
lockouts, labour shortages, power shortages, fires, wars, acts of God,
governmental regulations restricting normal operations or any other reason or
reasons beyond the control of the Purchaser, the time limited for the
performance of the various provisions of this Agreement as set out above shall
be extended by a period of time equal in length to the period of such prevention
and delay, and the Purchaser, insofar as is possible, shall promptly give
written notice to the Vendor of the particulars of the reasons for any
prevention or delay under this section, and shall take all reasonable steps to
remove the cause of such prevention or delay and shall give written notice to
the Vendor as soon as such cause ceases to exist.
7. CONFIDENTIAL INFORMATION
No information furnished by the Purchaser to the Vendor
hereunder in respect of the activities carried out on the Claims by the
Purchaser, or related to the sale of mineral products derived from the Claims,
shall be published by the Vendor without the prior written consent of the
Purchaser, but such consent in respect of the reporting of factual data shall
not be unreasonably withheld.
8. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date
between the parties hereto and supersedes every previous agreement,
communication, expectation, negotiation, representation or understanding,
whether oral or written, express or implied, statutory or otherwise, between the
parties hereto with respect to the subject matter of this Agreement.
9. NOTICE
9.1 Any notice required to be given under this Agreement shall be deemed to be
well and sufficiently given if delivered by facsimile, or sent by registered
mail, in the case of the Vendor addressed as follows:
Peter Burjoski
PO Box 176
Atlin, British Columbia
V0W 1A0
and in the case of the Purchaser addressed as follows:
Azzoro Inc.
1030 - 475 Howe Street
Vancouver, British Columbia, V6C 2B3
4
and any notice given as aforesaid shall be deemed to have been given, if
delivered by facsimile, when transmitted, or if mailed, on the second business
day after the date of mailing.
9.2 Either party hereto may from time to time by notice in writing
change its address for the purpose of this section.
10. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the
extent specifically authorized hereunder, be deemed to constitute either party
hereto a partner, agent or legal representative of the other party.
11. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or
things necessary to implement and carry into effect the provisions and intent of
this Agreement.
12. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
13. TITLES
The titles to the respective sections hereof shall not be
deemed a part of this Agreement but shall be regarded as having been used for
convenience only.
14. CURRENCY
All funds referred to under the terms of this Agreement shall
be funds designated in the lawful currency of the United States of America.
15. APPLICABLE LAW
For all purposes, this Agreement will be governed exclusively
by and construed and enforced in accordance with the laws prevailing in the
Province of British Columbia.
16. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.
17. ASSIGNMENT
This agreement may be assigned by either party hereto with the
written consent of the other party which consent shall not be unreasonably
withheld.
5
IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
AZZORO INC.
/s/ Peter Burjoski per: /s/ Ted Burylo
--------------------- ---------------------
PETER BURJOSKI TED BURYLO, PRESIDENT
EXHIBIT 23.1
[DALE MATHESON Partnership of: Robert J Burkart, Inc. James F Carr-Hilton, Ltd.
[CARR-HILTON LABONTE Alvin F Dale, Ltd. Peter J Donaldson, Inc. R.J. LaBonte, Ltd.
------------------- Robert J Matheson, Inc. Fraser G Ross, Ltd.
[CHARTERED ACCOUNTANTS LOGO]
August 13, 2004
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth St. N.W.
Washington, D.C. 20549
Re: Azzoro, Inc. - Form SB-2 Registration Statement
Dear Sirs:
As Independent Chartered Accountants, we hereby consent to the inclusion or
incorporation by reference in this Form SB-2 Registration Statement dated August
13, 2004, of the following:
- Our report to the Board of Directors and Stockholders of Azzoro, Inc. dated
August 13, 2004 on the financial statements of the Company as at March 31,
2004 and for the period from January 15, 2004 to (inception) to March 31,
2004.
Next Section
Previous Section