ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
Current Directors and Executive Officers
As of the date of this Annual Report, the Company’s directors and executive officers are as follows:
NAME
AGE
OFFICE HELD
Richard Bachman
(1)
51
President and Director
Luis Goyzueta
(2)
31
Director
Michael Iverson
(3)
53
Director
Notes:
(1)
Mr. Bachman was appointed a Director and President of the Company on September 28, 2005.
(2)
Mr. Goyzueta was appointed a Director of the Company on August 31, 2005.
(3)
Mr. Iverson was appointed a Director of the Company on March 1, 2002. Mr. Iverson resigned as President of the Company on September 28, 2005.
The Directors hold their positions until the next annual general meeting of the Company’s shareholders or until their successors are duly elected and qualified. The Company’s executive officers serve at the pleasure of the Board of Directors.
The backgrounds of our directors and executive officers are as follows:
RICHARD BACHMAN
: Mr. Bachman has been the President and a director of the Company since September 28, 2005. Mr. Bachman’s work experience includes 22 years working with Homestake Mining Company in various capacities ranging from exploration to mine operations. From 1995 to 1998, he was the Regional Geologist for Brazil where he directed a staff of 46 and was responsible for a $2.5 million annual exploration budget. He conducted a countrywide assessment that resulted in the acquisition of a one million hectare property in a 20 million ounce gold district in the Amazon.
From 1999 to 2000 Mr. Bachman was the Regional Geologist for Peru where he directed a staff of 10 and refocused Homestake’s existing exploration program, which resulted in the evaluation of 83 properties in 24 months and yielded one new discovery. From 2001 to 2002, he was Homestake’s Regional Geologist, International Special Projects, where he designed and successfully implemented reconnaissance programs in southern Argentina that resulted in the evaluation of 63 properties with five advancing and the coordination and field review of 22 properties.
From 2002 until now, Mr. Bachman has acted as President and Consulting Professional Geologist for Minera Teles Pires Inc., a Reno, Nevada company. Mr. Bachman holds a Bachelors of Science degree in Geological Engineering from the South Dakota School of Mines and Technology and is a Certified Professional Geologist with the American Institute of Professional Geologists.
LUIS HUMBERTO GOYZUETA
: Mr. Goyzueta has been a director of the Company since August 31, 2005. Mr. Goyzueta has an impressive track record spanning over seven years working as an executive with natural resource companies in Peru. He is General Manager and serves on the Board of Directors of Interpacific Oil, Peru´s only biodiesel company. He also serves on the Board of Directors of Oiltec, Gulf Oil International's partner in Peru. Furthermore, he is President of two Peruvian mining companies, Compania Minera Moria and Minera Inka Sol. In addition to his Peruvian natural resource expertise, Mr. Goyzueta holds a degree in Economics and Finance from Bentley College in Boston, and has a large network of high level contacts throughout Latin America. Mr. Goyuzeta is also a director of Andresmin Gold Corp.
MICHAEL IVERSON:
Mr. Michael Iverson has been a director of the Company since March 1, 2002 and served as the President of the Company until September 28, 2005. Mr. Iverson has spent the last 12 years managing and administrating public companies in the exploration and mining sector. From 1992 to 2000 Mr. Iverson served as a director and president of Sasha Ventures (now eShippers Management Ltd.) a TSX listed company that maintains a web based application service, Inter Shipper, which delivers shipping information for all shipping rate tables. From 1998 to present Mr. Iverson is a director and recently become the President of Niogold Corporation, a TSX listed mining and exploration company. From 1998 to present Mr. Iverson has served as a director and CEO of Fortuna Ventures Inc., a TSX listed mining and exploration company. Even though Mr. Iverson lacks the professional, and technical credentials he has a vast amount of hands on experience and knowledge in the exploration and mining sector, where his duties have included administrating and managing the day to operations of a public mining exploration company as well as hiring, coordinating and overseeing exploration crews.
Significant Employees /Consultants
Mr. Richard Bachman provides his services to the Company through a consulting agreement entered into between the Company and Minera Teles Pires Inc., dated September 27, 2005.
Involvement in Certain Legal Proceedings
To our knowledge, during the past five years, no present or former director or executive officer of the Company: (1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
22
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act, as amended, requires our executive officers, directors and persons who beneficially own more than 10% of our shares of common stock to file reports of their beneficial ownership and changes in ownership (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive officers, directors, and greater-than-ten percent holders are required to furnish us with copies of all Section 16(a) forms they file.
Based solely upon a review of the Forms 3, 4, and 5 furnished to us for the fiscal year ended March 31, 2006, we have determined that our directors, officers, and greater than 10% beneficial owners complied with all applicable Section 16 filing requirements, except as described below.
Mr. Michael Iverson failed to timely file his initial Form 3 relating to his appointment as a director and executive officer of the Company when the Company first became a reporting issuer. Mr. Iverson has been informed of such, and is in the process of filing his Form 3.
Mr. Luis Goyzueta failed to timely file his initial Form 3 relating to his appointment as a director of the Company on August 31, 2005. Mr. Goyzueta has been informed of such, and is in the process of filing his Form 3.
Mr. Richard Bachman has failed to timely file his initial Form 3 relating to his appointment as a director and executive officer of the Company on September 28, 2005. However, Mr. Bachman filed his Form 3 on July 13, 2006. In addition, Mr. Bachman failed to file his Form 4 within two days of June 8, 2006, the date on which International Mineral Resources Ltd. (“IMR”), a company wholly owned by Mr. Bachman, was issued 8,000,000 (pre-split) shares in accordance with the Assignment Agreement discussed above. However, Mr. Bachman filed his Form 4 on July 13, 2006.
IMR has failed to timely file its initial Form 3 relating to the issuance of 8,000,000 (pre-split) shares in accordance with the Assignment Agreement discussed above. IMR has been informed of such, and is in the process of obtaining EDGAR codes in order to file its Form 3.
Information concerning the Company's audit committee, including designation of the "Audit Committee Financial Expert" under applicable Securities and Exchange Commission rules
At the present time, the Company does not have an audit committee, nor does it employ a financial expert. We currently rely on our book-keeper, our accountant, and our auditor to prepare and audit our financial statements, and, of these, only our book-keeper is a full time employee of the Company. The Company intends to appoint an audit committee in the near future.
Code of Ethics
At the present time, the Company has not adopted a code of ethics as it is still in the early stages of developing its business. The Company intends to adopt a code of ethics in the future.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth information with respect to compensation paid by the Company to the Chief Executive Officer during the three most recent fiscal years. The Company did not have any other highly compensated executive officers with annual salary and bonus in excess of $100,000 per year.
23
Name and principal position
(a)
Year
(b)
Annual compensation
Long-term compensation
Salary
($)
(c)
Bonus
($)
(d)
Other annual compensation
($)
(e)
Awards
Payouts
All other
compensation
($)
(i)
Restricted
stock
award(s)
($)
(f)
Securities
underlying
options/
SARs
(#)
(g)
LTIP
payouts
($)
(h)
Richard Bachman
(1)
President, & Director
2006
60,000
(3)
Nil
Nil
Nil
Nil
Nil
Nil
Michael Iverson
(2)
Director
2006
2005
2004
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Notes:
(1)
Mr. Bachman was appointed the President
of the Company on September 28, 2005.
(2)
Mr. Iverson resigned as the Company’s President on September 28, 2005.
(3)
Effective October 1, 2005, the Company began paying under a management consulting agreement with Minera Teles Pires Inc., a company controlled by Mr. Bachman. The agreement provides a fixed fee of $10,000 per month of which $5,000 is paid and the other $5,000 deferred until financing is obtained by the Company. As at yearend, $30,000 in management fee has been paid to Minera Teles Pires Inc. and $30,000 has been accrued.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information as of the date of this Annual Report, with respect to the Company’s directors, named executive officers, and each person who is known by the Company to own beneficially, more than five percent (5%) of the Company’s common stock, and with respect to shares owned beneficially by all of the Company’s directors and executive officers as a group. Common Stock not outstanding but deemed beneficially owned by virtue of the right of an individual to acquire shares within 60 days is treated as outstanding only when determining the amount and percentage of Common Stock owned by such individual. Except as noted, each person or entity has sole voting and sole investment power with respect to the shares shown.
As of the date of this Annual Report, there are 94,425,600 shares of common stock issued and outstanding.
Name and Address of Beneficial Owner
Position
Amount and Nature of Beneficial Ownership
Percent of
Common Stock (1)
Michael Iverson
24549 – 53rd Ave.
Langley, B.C.
Canada V2Z 1H6
Director
33,420,000 shares
(Direct ownership)
35.39%
Richard Bachman
c/o 10580 N. McCarran Blvd., Building 115-208
Reno, NV 89503
President and Director
16,000,000 (2)
(Indirect ownership)
16.94%
24
Luis Goyzueta
Calle Alonso de Molina
332 Monterrico, Surco
Lima, Peru
Director
Nil
Nil
International Mineral Resources Ltd. (3)
c/o No. 1 Caribbean Place
P.O. Box 97
Leeward Highway
Providenciales
Turks & Caicos Islands
BWI
Shareholder
16,000,000 (4)
(Direct ownership)
16.94%
All Directors and Officers as a group (3 persons)
49,420,000 (5)
52.33%
(1)
Beneficial ownership of common stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days or acquires such securities with the purpose or effect of changing or influencing the control of the Company.
(2)
This figure includes 16,000,000 (post-split shares on a basis of two new for each one old share effective July 3, 2006) held by International Mineral Resources Ltd. (“IMR”), of which Mr. Richard Bachman has sole voting and dispositive power of the 16,000,000 shares held by IMR.
(3)
Mr. Richard Bachman is the beneficial owner of IMR.
(4)
IMR is a corporation organized under the laws of the Turks & Caicos Islands, BWI, and Mr. Bachman has sole voting and dispositive power of the 16,000,000 shares held by IMR.
(5)
This figure includes 33,420,000 shares held directly by Michael Iverson and 16,000,000 shares indirectly owned by Richard Bachman through IMR, of which Mr. Bachman has sole voting and dispositive power.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None of our directors or officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all of our outstanding shares, nor any promoter, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us, other than as described below.
Mr. Bachman, the President and a Director of the Company, is the sole shareholder of IMR.
Mr. Bachman was the sole shareholder of IMR during the time the Company entered into its Assignment Agreement with IMR, dated September 22, 2005, however, Mr. Bachman did not hold any positions with the Company as at that time.
On September 27, 2005, the Company entered into a Consulting Agreement with Minera Teles Pires Inc. (“
Minera
”), a Nevada corporation, whereby Mr. Richard Bachman on behalf of Minera will provide administrative and technical consulting services in North America or other locations as requested by the Company, which includes, but is not limited to: (i) acting as President and Director of the Company; (ii) managing and advising on procedures and protocols related to the exploration programs related to the Rio Chubut Uranium Project in Southern Argentina; and (iii) directing the Company’s acquisition program by providing leadership in negotiations on third party mineral properties. As compensation to Minera for the services to be provided by Mr. Bachman, the Company agreed to pay a monthly consulting fee of $10,000, however, until sufficient financing is obtained the Company will pay one half of the $10,000 monthly fee ($5,000) with the remaining $5,000 to be deferred until financing is obtained. In addition, the Company agreed to pay all out-of-pocket expenses, including, but not limited to: (i) transportation and reasonable living expenses to, from and whole located at the job site – air fare by coach class; (ii) car rental charges including insurance coverage, in the event a rental car is required to commute to, from, and while operating at the job site; and (iii) long distance telephone charges, photocopy, drafting and plotting services if not provided at the Company’s location.
Our management is involved in other business activities and may, in the future become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between our business and their other business interests. In the event that a conflict of interest arises at a meeting of our directors, a director who has such a conflict will disclose his interest in a proposed transaction and will abstain from voting for or against the approval of such transaction.
ITEM 13. EXHIBITS
The following exhibits are filed as part of this Annual Report:
Exhibit #
3.1 *
Articles and Bylaws
3.2
Certificate of Amendment to the Articles of Incorporation filed June 2, 2005
3.3
Certificate of Change filed June 2, 2005
3.4
Articles of Incorporation of Urex Energy Corp. filed June 7, 2006
3.5 (1)
Articles of Merger filed on June 8, 2006 and which is effective June 21, 2006
3.6 (2)
Certificate of Change filed June 8, 2006 and which is effective June 21, 2006
3.7 (3)
Certificate of Correction filed June 23, 2006 with respect to the Certificate of Change
3.8 (4)
Certificate of Correction filed June 23, 2006 with respect to the Articles of Merger
10.1
Assignment Agreement between the Company and International Mineral Resources Inc., dated September 22, 2005
10.2
Option Agreement between International Mineral Resources Inc. and United Energy Metals S.A., dated September 21, 2005
10.3
Agreement and Plan of Merger between Urex Energy Corp. and Lakefield Ventures Inc., dated June 8, 2006
23.1
Consent of Brian Cole, P.Geo., Geologist (included in Exhibit 99.2)
31.1
Certificate pursuant to Rule 13a-14(a)
31.2
Certificate pursuant to Rule 13a-14(a)
32.1
Certificate pursuant to 18 U.S.C.
§
1350
32.2
Certificate pursuant to 18 U.S.C.
§
1350
99.1
Consulting Agreement between the Company and Minera Teles Pires Inc., dated September 27, 2005
99.2
Independent Review of the Rio Chubut Uranium Project prepared by Brian Cole, P.Geo., dated September 23, 2005
(*) Previously filed as an exhibit to our registration statement on Form 10-SB filed on February 27, 2003 and incorporated by reference
(1) Previously filed as Exhibit 99.1 to the Form 8-K filed on July 5, 2006 and incorporated by reference
(2) Previously filed as Exhibit 99.2 to the Form 8-K filed on July 5, 2006 and incorporated by reference
(3) Previously filed as Exhibit 99.3 to the Form 8-K filed on July 5, 2006 and incorporated by reference
(4) Previously filed as Exhibit 99.4 to the Form 8-K filed on July 5, 2006 and incorporated by reference
25
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit Fees
Our current principal accountants, Jewett, Schwartz & Associates, and our former principal accountants, Morgan and Company billed the following fees for the services indicated.
2006 - $12,300
2005 – $10,000
2004 - $3,000
(2) Audit - Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported in the preceding paragraph:
2006 - Nil
2005 - Nil
2004 – Nil
(3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
2006 - Nil
2005 – Nil
2004 – Nil
(4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
2006 - Nil
2005 – Nil
2004 – Nil
Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements, the review of the financial statements included in each of our quarterly reports on Form 10-QSB.
Our board of directors’ policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our board of directors’ policy, pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultations. In addition, our board of directors may also pre-approve particular services on a case-by-case basis. Our board of directors approved all services that our independent accountants provided to us in the past two fiscal years.
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