VERUTEK TECHNOLOGIES, INC. - SB-2 - 20051216 - EXPERTS
Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest, direct or indirect, in the registrant. Nor was any such person
connected with the registrant as a promoter, managing or principal underwriter,
voting trustee, director, officer, or employee.
The financial statements included in this prospectus and the registration
statement have been audited by Manning Elliott, Chartered Accountants, to the
extent and for the periods set forth in their report appearing elsewhere in this
document and in the registration statement filed with the SEC, and are included
in reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.
Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities
Our directors and officer is indemnified as provided by the Nevada Revised
Statutes and our Bylaws. These provisions provide that we shall indemnify a
director or former director against all expenses incurred by him by reason of
him acting in that position. The directors may also cause us to indemnify an
officer, employee or agent in the same fashion.
We have been advised that in the opinion of the Securities and Exchange
Commission indemnification for liabilities arising under the Securities Act is
against public policy as expressed in the Securities Act, and is, therefore,
unenforceable. In the event that a claims for indemnification against such
liabilities is asserted by our director, officer, or controlling persons in
connection with the securities being registered, we will, unless in the opinion
of our legal counsel the matter has been settled by controlling precedent,
submit the question of whether such indemnification is against public policy to
a court of appropriate jurisdiction. We will then be governed by the court's
decision.
Organization Within Last Five Years
We were incorporated on February 3, 2004 under the laws of the state of Nevada.
On that date, Ezio Montagliani and Peter Keller were appointed as our directors.
As well, Mr. Montagliani was appointed as our president and chief executive
officer and Mr. Keller was appointed as our secretary and treasurer.
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Description Of Business
In General
We intend to commence operations as an exploration stage company. An exploration
stage company is involved in the search for mineral deposits. We own a 100%
undivided right, title and interest in and to the mineral property known as the
HR claims. Our interest in the property consists of the right to explore for and
remove minerals from the property. There is no assurance that a commercially
viable mineral deposit exists on the property.
Our plan of operation is to conduct exploration work on the HR claims in order
to ascertain whether it possesses economic quantities of gold, tungsten, tin and
molybdenum. There can be no assurance that economic mineral deposits or reserves
exist on the HR claims 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 HR claims and we
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.
Mineral property exploration is typically conducted in phases. Each subsequent
phase of exploration work is recommended by a geologist based on the results
from the most recent phase of exploration. We have not yet commenced the initial
phase of exploration on the HR claims. Once we have completed each phase of
exploration, we will make a decision as to whether or not we proceed with each
successive phase based upon the analysis of the results of that program. Our
directors will make this decision based upon the recommendations of the
independent geologist who oversees the program and records the results.
Location Access and Climate
The HR claims are located at Horse Creek, east of Surprise Lake, approximately
35 kilometers northeast of Atlin District, British Columbia. The claims can be
accessed by small planes, local roads and water access to the Horse Creek area.
Summer months provide water access and snowmobiles provide access in winter.
The Atlin district enjoys warm summers, cold winters and only slight
precipitation of rain and snow in equal amounts. Permafrost is present in
sheltered areas and may become a slight impediment to mineral property
investigators.
Physiography
The HR claims are located in the valley of Horse Creek. Elevations vary from
Surprise Lake at 942 meter elevations upwards to the treeline at 1,250 meters.
The terrain features gentle slopes with thick growths of willow brush and berry
bushes, sparse evergreen and a dense growth of shrubs and underbrush. Surprise
Lake is at an elevation of 942 meters and nearby mountains rise to 2,000 meters.
Property Agreement
On May 15, 2004, we entered into an agreement with Decoors Mining Corporation
whereby they sold a 100% undivided right, title and interest in and to the HR
claims to us for $3,500. Decoors Mining Corporation is a private British
Columbia company owned by Peter Burjoski.
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Decoors Mining Corporation holds these mineral claims in trust for us. It is a
common procedure to have such claims held in trust given the expense that we
would incur in registering as a recorded claim holder and as an extra-provincial
company in British Columbia. We can request that the claims be registered in our
name at any time.
If the trustee becomes bankrupt or transfers the claims to a third party, we may
incur significant legal expenses in enforcing our interest in the claims in
British Columbia courts.
The registration of the claims in the name of a trustee does not impact a third
party's ability to commence an action against us respecting the HR claims or to
seize the claims after obtaining judgment.
Specifics of the eight mineral claims are as follows:
Claim Name Claim Number Date of Recording Date of Expiry
---------- ------------ ----------------- ---------------
HR 1 HR1409400 April 14, 2004 April 14, 2006
HR 2 HR1409401 April 14, 2004 April 14, 2006
HR 3 HR1409402 April 14, 2004 April 14, 2006
HR 4 HR1409403 April 14, 2004 April 14, 2006
HR 5 HR1409404 April 14, 2004 April 14, 2006
HR 6 HR1409405 April 14, 2004 April 14, 2006
HR 7 HR1409406 April 14, 2004 April 14, 2006
HR 8 HR1409407 April 14, 2004 April 14, 2006
The total area of the claims is 200 hectares. The HR 1 - HR 8 claims expire on
April 14, 2006. We must complete at least $100 in exploration work on each claim
prior to the expiry date in order to extend the claim expiry date by one year.
Title to the claims may be extended on this basis in perpetuity, unless the
government changes the exploration work requirements, which is not anticipated.
Otherwise, we will lose our ownership of the claims comprising the HR claims.
Infrastructure and Condition of the Property
The HR claims are free of mineral workings. There is no equipment or other
infrastructure facilities located on the property. There is no power source
located on the property. We will need to use portable generators if we require a
power source for exploration of the HR claims.
Mineralization and Geology
In this section, the following technical geological terms have the indicated
meanings:
Bedrock: solid rock that underlies loose material, such as soil, sand, clay, or
gravel
Outcrops: a portion of bedrock or other stratum protruding through the soil
level
Plutonic: eruptive or igneous rock consolidated at depth
Igneous rock: formed as a result of the hardening of lava or magma (molten rock)
Batholith: a well shaped body of large dimensions of plutonic rocks, mainly of
granitic kind
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Sodic: relating to or containing sodium
Plagioclase: a common mineral in igneous rocks containing calcium, sodium,
aluminium, silicon and oxygen.
Quartz: a white or clear rock composed of silica and oxygen that is often found
in close proximity to gold
Potassium Feldspar: rock forming mineral containing potassium
Tungsten: a hard, brittle, corrosion-resistant, gray to white metallic element
extracted from wolframite, scheelite, and other minerals, having the highest
melting point and lowest vapour pressure of any metal.
Tin: a malleable, silvery metallic element obtained chiefly from cassiterite
Fluorite: a mineral that is often fluorescent in ultraviolet light and occurs in
light green, blue, yellow, brown and colorless forms
Magnetite: the mineral form of black iron oxide, that often occurs with
magnesium, zinc, and manganese and is an important ore of iron
Uranium: a heavy silvery-white element, radioactive and toxic and easily
oxidized
The HR claims occupy the valley of Horse Creek at the central east side of
Surprise Lake. Bedrock outcrops are sparcly distributed but available geological
information indicates that the area is underlain by plutonic rocks of the
Surprise Lake batholith. This body of approximately 600 square kilometres
comprises coarse to very coarse grained sodic plagioclase, quartz and potassium
feldspar. The Surprise Lake batholith and its contact zones host several
tungsten, tin, fluorite, magnetite and uranium occurrences.
Exploration History
British Columbia government data recorded that miners working with only
rudimentary tools and with a minimum of amenities obtained approximately 11
ounces of placer gold from the HR claims. No other known exploration has been
conducted on these claims.
There is no current exploration being conducted on the HR claims. We have no
conducted any exploration on the claims to date, although we did spend $3,500 in
order to acquire our interest on the claims.
Geological Report
The geology report on the property was prepared by E.A. Ostensoe.
Mr. Ostensoe is a professional geoscientist who graduated from the University of
British Columbia with a bachelor of science degree in honors geology in 1960. He
has practiced his profession as a geologist for over 40 years in primarily
western and northern Canada, the western United States. He is a member of the
Association of Professional Engineers and Geoscientists of the Province of
British Columbia.
Mr. Ostensoe's report states that careful prospecting is warranted on the HR
claims. The placer gold potential of the claims should be further explored using
modern tools.
He recommends conventional prospecting of the HR claims by a two-person team. He
estimates that wages, camp, transportation and analysis costs will be
approximately $10,000 for this phase one exploration program. Prospecting
involves analyzing rocks on the property surface with a view to discovering
indications of potential mineralization. We plan to conduct this phase one
exploration program in April 2006. We estimate that the program, including
interpretation of results, will take approximately one month to complete.
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Mr. Ostensoe recommends a phase two program upon the completion of phase one
that would consist of a preliminary evaluation of the placer mining
opportunities for the property. Wages, mechanical equipment, camp and
transportation are estimated to cost $30,000. Mr. Ostensoe has also incorporated
a $5,000 contingency allowance due to the uncertainty of access routes,
complications related to machinery and ground conditions along Horse Creek. We
plan to conduct this phase two exploration program in the summer of 2006. We
estimate that the program, including interpretation of results, will take
approximately two months to complete.
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 British Columbia specifically. We will not have
to obtain any approvals or permits in order to complete the recommended phase
one and two exploration programs on the HR claims. However, to engage in
advanced exploration phases, we will require work permits, the posting of bonds,
and the performance of remediation work for any significant physical disturbance
to the land. Also, to operate a working mine in the jurisdiction, the
Environmental Assessment Act may require an environmental review process. The
cost of complying with these regulations may cost as much as $100,000 during the
course of exploration that will be necessary to determine whether the HR claims
contain economic mineralization.
We will have to sustain the cost of reclamation and environmental mediation for
all exploration and development work undertaken. Reclamation and environmental
mediation essentially means that we have to take steps to put the property
surface back in the same state as we initially found it. These steps usually
include earth movement to fill any holes we create during exploration and tree
planting.
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
currently planned work programs. 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 or our
competitive position 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 the exploration phases 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;
- 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;
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- 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.
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 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 and 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. You may inspect the registration
statement, exhibits and schedules filed with the Securities and Exchange
Commission at the Commission's principal office in Washington, D.C. Copies of
all or any part of the registration statement may be obtained from the Public
Reference Section of the Securities and Exchange Commission, 100 F Street NE,
Washington, D.C. 20002. 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 operations for the twelve months following the date of this
prospectus is to complete the recommended phase one and two exploration programs
on the HR claims. We anticipate that the cost of these programs will total
approximately $45,000.
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Our budgets for the phase one and two exploration programs are as follows:
Budget - Phase 1
Prospecting: wages(2 people), camp, transportation and analyses
Total Phase I $10,000
Budget - Phase 2
Preliminary Evaluation: wages (3 people), mechanical equipment, camp and
transportaion
Total $30,000
Contingency $ 5,000
-------
Total Phase II $35,000
-----------
Grand Total - Phase I and II $45,000
We have not retained a geologist to conduct any of the anticipated exploration
work. Mr. Ostensoe, the author of the geological report on the HR claims, has
indicated that he would be willing to conduct the proposed exploration programs
on our behalf, subject to his availability. However, we do not have any
agreement with him in this regard. His fees are included in the $45,000
exploration budget for the two phases.
In the next 12 months, we also anticipate spending an additional $20,000 on
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 $65,000.
While we have sufficient funds on hand to cover the phase one exploration costs,
we will require additional funding in order to complete the phase two
exploration program and to cover all of our anticipated administrative expenses
and to proceed with any subsequent exploration work on the HR claims.
We anticipate that additional funding will be required in the form of equity
financing from the sale of our common stock and from loans from our directors.
However, we cannot provide investors with any assurance that we will be able to
raise sufficient funding from the sale of our common stock to fund all of our
anticipated expenses. We do not have any arrangements in place for any future
equity financing.
Results Of Operations For The Period From Inception Through August 31, 2005
We have not earned any revenues from our incorporation on February 3, 2004 to
August 31, 2005. We do not anticipate earning revenues unless we enter into
commercial production on the HR claims, 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 $23,721 for the period from our
inception on February 3, 2004 to August 31, 2005. These operating expenses were
comprised of donated rent of $4,500, donated services of $4,500, general and
administrative of $206, mineral property costs of $5,500, professional fees of
$9,015.
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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% undivided right, title and interest to explore and extract
minerals from the eight mineral claims comprising the HR claims. We do not own
any real property interest in the HR claims or in any other property.
Certain Relationships And Related Transactions
On May 21, 2004, we issued 2,500,000 shares of our common stock at $0.001 per
share to each of our president, Ezio Montagliani, and our secretary and
treasurer, Peter Keller.
From our inception on February 3, 2004 to August 31, 2005, we recognized a total
of $4,500 in donated rent and $4,500 in donated services from our president,
Ezio Montagliani.
Mr. Montagliani provides management services and office premises to us free of
charge. The donated services are valued at $250 per month and the donated office
premises are valued at $250 per month. During the period from our inception on
February 3, 2004 to August 31, 2005, donated services of $4,500 and donated rent
expense of $4,500 were charged to operations.
Otherwise, 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;
* Our promoters, Ezio Montagliani and Peter Keller
* 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 28 registered
shareholders.
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Rule 144 Shares
A total of 5,000,000 shares of our common stock are available for
resale to the public 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 the company's common stock then outstanding
which, in our case, will equal 90,120 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.
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 from our inception on February 3, 2004 to
August 31, 2005 and the subsequent period to the date of this prospectus.
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Annual Compensation
Other Restricted Options/ LTIP Other
Stock SARs payouts Comp
Name Title Year Salary Bonus Comp. Awarded (#) ($)
Ezio Pres. 2005 $0 0 0 0 0 0 0
Montag- CEO
liani & Dir
Peter Sec. 2005 $0 0 0 0 0 0 0
Keller Tres.
& Dir
Stock Option Grants
We have not granted any stock options to the executive officer since our
inception.
Consulting Agreements
We do not have any employment or consulting agreement with Mr. Montagliani or
Mr. Keller. We do not pay them any amount for acting as directors.
Financial Statements
Index to Financial Statements:
Index
Report of Independent Registered Public Accounting Firm......................F-1
Balance Sheets...............................................................F-2
Statements of Operations.....................................................F-3
Statements of Cash Flows.....................................................F-4
Statement of Stockholders' Equity............................................F-5
Notes to the Financial Statements............................................F-6
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Streamscape Minerals Inc. (An Exploration Stage Company)
We have audited the accompanying balance sheets of Streamscape Minerals Inc. (An
Exploration Stage Company) as of August 31, 2005 and May 31, 2005 and the
related statements of operations, cash flows and stockholders' equity for the
three months ended August 31, 2005 and the year ended May 31, 2005 and the
period from February 3, 2004 (Date of Inception) to May 31, 2004 and accumulated
for the period from February 3, 2004 (Date of Inception) to August 31, 2005.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Streamscape Minerals Inc. (An
Exploration Stage Company) as of August 31, 2005 and May 31, 2005, and the
results of its operations, cash flows and stockholders' equity for the three
months ended August 31, 2005 and the year ended May 31, 2005 and the period from
February 3, 2004 (Date of Inception) to May 31, 2004 and accumulated for the
period from February 3, 2004 (Date of Inception) to August 31, 2005, in
conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenue and has incurred losses
from operations since inception. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note 1. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Streamscape Minerals Inc.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)
August 31, May 31,
2005 2005
$ $
Assets
Current Assets
Cash 20,094 20,122
----------------------------------------------------------------------------------------------------------------------
Total Current Assets 20,094 20,122
----------------------------------------------------------------------------------------------------------------------
Total Assets 20,094 20,122
----------------------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
Current Liabilities
Accounts Payable 1,715 215
Accrued Liabilities 7,300 5,500
----------------------------------------------------------------------------------------------------------------------
Total Liabilities 9,015 5,715
----------------------------------------------------------------------------------------------------------------------
Stockholders' Equity
Common Stock:
75,000,000 shares authorized with a par value of $0.001;
9,012,000 shares issued and outstanding (May 31, 2005 - 9,012,000 shares) 9,012 9,012
Additional Paid-in Capital 16,788 16,788
Donated Capital 9,000 7,500
Deficit Accumulated During the Exploration Stage (23,721) (18,893)
----------------------------------------------------------------------------------------------------------------------
Total Stockholders' Equity 11,079 14,407
----------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity 20,094 20,122
----------------------------------------------------------------------------------------------------------------------
(The Accompanying Notes are an Integral Part of these Financial Statements)
F-2
Streamscape Minerals Inc.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)
Accumulated from For the For the For the Period from
February 3, 2004 Three Months Three Months For the February 3, 2004
(Date of Inception) Ended Ended Year Ended (Date of Inception)
to August 31, August 31, August 31, May 31, to May 31,
2005 2005 2004 2005 2004
$ $ $ $ $
(unaudited)
Revenue - - - - -
------------------------------------------------------------------------------------------------------------------------------
Expenses
Donated rent 4,500 750 750 3,000 750
Donated services 4,500 750 750 3,000 750
General and administrative 206 28 102 167 11
Mineral property costs 5,500 - - 2,000 3,500
Professional fees 9,015 3,300 - 5,500 215
------------------------------------------------------------------------------------------------------------------------------
Total Expenses 23,721 4,828 1,602 13,667 5,226
------------------------------------------------------------------------------------------------------------------------------
Net Loss (23,721) (4,828) (1,602) (13,667) (5,226)
------------------------------------------------------------------------------------------------------------------------------
Net Loss Per Share - Basic and Diluted - - - (0.01)
------------------------------------------------------------------------------------------------------------------------------
Weighted Average Shares Outstanding 9,012,000 5,320,000 7,664,000 470,000
------------------------------------------------------------------------------------------------------------------------------
(The Accompanying Notes are an Integral Part of these Financial Statements)
F-3
Streamscape Minerals Inc.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
Accumulated from For the For the For the Period from
February 3, 2004 Three Months Three Months For the February 3, 2004
(Date of Inception) Ended Ended Year Ended (Date of Inception)
to August 31, August 31, August 31, May 31, to May 31,
2005 2005 2004 2005 2004
$ $ $ $ $
(unaudited)
Operating Activities
Net loss (23,721) (4,828) (1,602) (13,667) (5,226)
Adjustments to reconcile net loss to cash
Donated rent 4,500 750 750 3,000 750
Donated services 4,500 750 750 3,000 750
Change in operating assets and liabilities
Increase in accounts payable and accrued
liabilities 9,015 3,300 - 5,500 215
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Net Cash Used in Operating Activities (5,706) (28) (102) (2,167) (3,511)
---------------------------------------------------------------------------------------------------------------------------------
Financing Activities
Issue of common stock for cash 25,800 - 8,400 20,800 5,000
---------------------------------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities 25,800 - 8,400 20,800 5,000
---------------------------------------------------------------------------------------------------------------------------------
Increase (Decrease) in Cash 20,094 (28) 8,298 18,633 1,489
Cash - Beginning of Period - 20,122 1,489 1,489 -
---------------------------------------------------------------------------------------------------------------------------------
Cash - End of Period 20,094 20,094 9,787 20,122 1,489
---------------------------------------------------------------------------------------------------------------------------------
Supplemental Disclosures
Interest paid - - - - -
Income taxes paid - - - - -
(The Accompanying Notes are an Integral Part of these Financial Statements)
F-4
Streamscape Minerals Inc.
(An Exploration Stage Company)
Statements of Stockholders' Equity
For the period from February 3, 2004 (Date of inception) to August 31, 2005
(Expressed in US dollars)
Deficit
Accumulated
Additional During the
Common Paid-in Donated Exploration
Stock Amount Capital Capital Stage Total
# $ $ $ $ $
Balance - February 3, 2004 (Date of inception) - - - - - -
May 21, 2004 - issued for cash at $0.001 per
share 5,000,000 5,000 - - - 5,000
Donated services and rent - - - 1,500 - 1,500
Net loss for the period - - - - (5,226) (5,226)
-----------------------------------------------------------------------------------------------------------------------
Balance - May 31, 2004 5,000,000 5,000 - 1,500 (5,226) 1,274
August 19, 2004 - issued for cash at $0.001
per share 2,400,000 2,400 - - - 2,400
December 3, 2004 - issued for cash at $0.01
per share 1,600,000 1,600 14,400 - - 16,000
February 8, 2005 - issued for cash at $0.20
per share 12,000 12 2,388 - - 2,400
Donated services and rent - - - 6,000 - 6,000
Net loss for the year - - - - (13,667) (13,667)
-----------------------------------------------------------------------------------------------------------------------
Balance - May 31, 2005 9,012,000 9,012 16,788 7,500 (18,893) 14,407
Donated services and rent - - - 1,500 - 1,500
Net loss for the period - - - - (4,828) (4,828)
-----------------------------------------------------------------------------------------------------------------------
Balance - August 31, 2005 9,012,000 9,012 16,788 9,000 (23,721) 11,079
-----------------------------------------------------------------------------------------------------------------------
(The Accompanying Notes are an Integral Part of these Financial Statements)
F-5
Streamscape Minerals, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in US Dollars)
1. Exploration Stage Company
The Company was incorporated in the State of Nevada on February 3, 2004. The
company has acquired a 100% interest in eight mineral claims located in the
Atlin Mining Division, British Columbia, Canada.
The Company is an Exploration Stage Company, as defined by Statement of
Financial Accounting Standard ("SFAS") No.7 "Accounting and Reporting by
Development Stage Enterprises". The Company's principal business is the
acquisition and exploration of mineral resources. The Company has not presently
determined whether its properties contain mineral reserves that are economically
recoverable.
These financial statements have been prepared on a going concern basis, which
implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has never generated
revenues since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, confirmation of the Company's
interests in the underlying properties, and the attainment of profitable
operations. As at August 31, 2005, the Company has accumulated losses of $23,721
since inception. These factors raise substantial doubt regarding the Company's
ability to continue as a going concern. These financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.
The Company is planning to file an SB-2 Registration Statement with the United
States Securities and Exchange Commission to register 4,012,000 shares of common
stock for resale by existing shareholders of the Company. The Company will not
receive any proceeds from the resale of shares of common stock by the selling
stockholders.
2. Summary of Significant Accounting Policies
(a) Basis of Presentation
These financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in US dollars. The Company's fiscal year-end is May 31.
(b) Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States 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 periods.
Actual results could differ from those estimates.
(c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
(d) Basic and Diluted Net Income (Loss) Per Share
The Company computes net income (loss) per share in accordance with SFAS No.
128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement. Basic EPS
is computed by dividing net income (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing Diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is anti
dilutive.
(e) Financial Instruments
Financial instruments which include cash, accounts payable and accrued
liabilities approximate their carrying values due to the immediate or short-term
maturity of these financial instruments.
F-6
Streamscape Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in US Dollars)
2. Summary of Significant Accounting Policies (continued)
(f) Foreign Currency Translations
The Company's functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with SFAS No. 52 "Foreign Currency Translation", using the
exchange rate prevailing at the balance sheet date. Gains and losses arising on
translation or settlement of foreign currency denominated transactions or
balances are included in the determination of income. Foreign currency
transactions are primarily undertaken in Canadian dollars. The Company has not,
to the date of these financials statements, entered into derivative instruments
to offset the impact of foreign currency fluctuations.
(g) Comprehensive Loss
SFAS No. 130, "Reporting Comprehensive Income," establishes standards for the
reporting and display of comprehensive loss and its components in the financial
statements. As at August 31, 2005 and May 31, 2005, the Company has no items
that represent comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.
(h) Mineral Property Costs
The Company has been in the exploration stage since its formation on March 1,
2004 and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are expensed as incurred.
When it has been determined that a mineral property can be economically
developed as a result of establishing proven and probable reserves, the costs
incurred to develop such property are capitalized. Such costs will be amortized
using the units-of-production method over the estimated life of the probable
reserve. If mineral properties are subsequently abandoned or impaired, any
capitalized costs will be charged to operations.
(i) Income Taxes
Potential benefits of income tax losses are not recognized in the accounts
until realization is more likely than not. The Company has adopted SFAS No. 109
"Accounting for Income Taxes" as of its inception. Pursuant to SFAS No. 109
the Company is required to compute tax asset benefits for net operating losses
carried forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize the net operating losses carried
forward in future years.
(j) Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No.
154, "Accounting Changes and Error Corrections - A Replacement of APB Opinion
No. 20 and SFAS No. 3". SFAS 154 changes the requirements for the accounting for
and reporting of a change in accounting principle and applies to all voluntary
changes in accounting principle. It also applies to changes required by an
accounting pronouncement in the unusual instance that the pronouncement does not
include specific transition provisions. SFAS 154 requires retrospective
application to prior periods' financial statements of changes in accounting
principle, unless it is impracticable to determine either the period-specific
effects or the cumulative effect of the change. The provisions of SFAS No. 154
are effective for accounting changes and correction of errors made in fiscal
years beginning after December 15, 2005. The adoption of this standard is not
expected to have a material effect on the Company's results of operations or
financial position.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
- An Amendment of APB Opinion No. 29". The guidance in APB Opinion No. 29,
"Accounting for Nonmonetary Transactions", is based on the principle that
exchanges of nonmonetary assets should be measured based on the fair value of
the assets exchanged. The guidance in that Opinion, however, included certain
exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate
the exception for nonmonetary exchanges of similar productive assets and
replaces it with a general exception for exchanges of nonmonetary assets that do
not have commercial substance. A nonmonetary exchange has commercial substance
if the future cash flows of the entity are expected to change significantly as a
result of the exchange. The provisions of SFAS No. 153 are effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. Early application is permitted and companies must apply the standard
prospectively. The adoption of this standard is not expected to have a material
effect on the Company's results of operations or financial position.
F-7
Streamscape Minerals Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in US Dollars)
2. Summary of Significant Accounting Policies (continued)
(j) Recent Accounting Pronouncements (continued)
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 123R, "Share Based
Payment". SFAS 123R is a revision of SFAS No. 123 "Accounting for Stock-Based
Compensation", and supersedes APB Opinion No. 25, "Accounting for Stock Issued
to Employees" and its related implementation guidance. SFAS 123R establishes
standards for the accounting for transactions in which an entity exchanges its
equity instruments for goods or services. It also addresses transactions in
which an entity incurs liabilities in exchange for goods or services that are
based on the fair value of the entity's equity instruments or that may be
settled by the issuance of those equity instruments. SFAS 123R focuses primarily
on accounting for transactions in which an entity obtains employee services in
share-based payment transactions. SFAS 123R requires a public entity to measure
the cost of employee services received in exchange for an award of equity
instruments based on the grant-date fair value of the award (with limited
exceptions). That cost will be recognized over the period during which an
employee is required to provide service in exchange for the award - the
requisite service period (usually the vesting period). SFAS 123R requires that
the compensation cost relating to share-based payment transactions be recognized
in financial statements. That cost will be measured based on the fair value of
the equity or liability instruments issued. Public entities that file as small
business issuers will be required to apply SFAS 123R in the first interim or
annual reporting period that begins after December 15, 2005. The adoption of
this standard is not expected to have a material effect on the Company's results
of operations or financial position.
In March 2005, the SEC staff issued Staff Accounting Bulletin No. 107 ("SAB
107") to give guidance on the implementation of SFAS 123R. The Company will
consider SAB 107 during implementation of SFAS 123R.
3. Mineral Property
The Company entered into an Agreement dated May 15, 2004 to acquire a 100%
interest in eight mineral claims located in the Atlin Mining Division, British
Columbia, Canada, in consideration for $3,500 (paid). Title to the mineral
claims remains in the name of the vendor, who holds the claims in trust for the
Company.
4. Related Party Transactions
(a) On May 21, 2004 the Company issued 5,000,000 shares at $0.001 per share to
the President and Secretary of the Company for cash proceeds of $5,000.
(b) During the three month period ended August 31, 2005, the Company recognized
a total of $750 (August 31, 2004 - $750) for donated services at $250 per
month and $750 (August 31, 2004 - $750) for donated rent at $250 per month
provided by the President of the Company.
(c) During the year ended May 31, 2005, the Company recognized a total of
$3,000 (May 31, 2004 - $750) for donated services at $250 per month and
$3,000 (May 31, 2004 - $750) for donated rent at $250 per month provided by
the President of the Company.
5. Common Stock
(a) On May 21, 2004, the Company issued 5,000,000 shares of common stock at a
price of $0.001 per share for cash proceeds of $5,000.
(b) On August 19 2004, the Company issued 2,400,000 shares of common stock at a
price of $0.001 per share for cash proceeds of $2,400.
(c) On December 3, 2004 the Company issued 1,600,000 shares of common stock at
a price of $0.01 per share for cash proceeds of $16,000.
(d) On February 8, 2005 the Company issued 12,000 shares of common stock at a
price of $0.20 per share for cash proceeds of $2,400.
F-8
6. Income Taxes
Potential benefits of income tax losses are not recognized in the
accounts until realization is more likely than not. The Company
has non-capital losses carried forward totalling $11,400 for US
tax purposes, which expire starting in 2024. Pursuant to SFAS No.
109 the Company is required to compute tax asset benefits for net
operating losses carried forward. Potential benefit of net
operating losses have not been recognized in these financial
statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward
in future years. For the years ended May 31, 2005 and 2004, the
valuation allowance established against the deferred tax assets
increased by $2,695 and $1,295 respectively.
The components of the net deferred tax asset at May 31, 2005 and
2004 and the statutory tax rate, the effective tax rate and the
elected amount of the valuation allowance are scheduled below:
May 31, May 31,
2005 2004
$ $
Net Operating Loss Carry forwards 11,400 3,700
Statutory Tax Rate 35% 35%
Effective Tax Rate - -
Deferred Tax Asset 3,990 1,295
Valuation Allowance (3,990) (1,295)
--------------------------------------------------------------------------------
Net Deferred Tax Asset - -
--------------------------------------------------------------------------------
F-9
Changes In And Disagreements With Accountants on
Accounting and Financial Disclosure
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 officer and director is indemnified as provided by the Nevada Revised
Statutes (the "NRS") 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);
(3) a transaction from which the director derived an improper
personal profit; and
(4) willful misconduct.
Our bylaws provide that we will indemnify our director and officer 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
director and officer; 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
-27-
(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
Securities and Exchange Commission registration fee $ 212.14
Transfer Agent Fees $ 1,000.00
Accounting fees and expenses $ 8,000.00
Legal fees and expenses $ 5,000.00
Edgar filing fees $ 1,000.00
-----------
Total $ 15,212.14
===========
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 a total 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 May 24, 2004. The purchasers
in the offering were Ezio Montagliani, our president and chief executive officer
and Peter Keller, our secretary and treasurer. The total amount received from
this offering was $5,000. These shares were issued pursuant to Regulation S of
the Securities Act. Appropriate legends were affixed to the stock certificates
representing these shares.
-28-
We completed an offering of 2,400,000 shares of our common stock at a price of
$0.001 per share to a total of six purchasers on August 19, 2004. The total
amount received from this offering was $2,400. We completed this offering
pursuant to Regulation S of the Securities Act. The purchasers were as follows:
Name of Shareholder Number of Shares
----------------------- ----------------
Stewart Meeth 400,000
Gayle R. Smith 400,000
Doug Edwards 400,000
Joe Desmoulin 400,000
Danial O'Connor 400,000
Sandra MacPherson 400,000
We completed an offering of 1,600,000 shares of our common stock at a price of
$0.01 per share to a total of eight shareholders on September 20, 2004. The
total amount received from this offering was $16,000. We completed this offering
pursuant to Regulation S of the Securities Act. The purchasers were as follows:
Name of Shareholder Number of Shares
----------------------- ----------------
Brenda Camfferman 200,000
Dean Camfferman 200,000
Lance Lee 200,000
Jeff Edwards 200,000
Robert Ham 200,000
Nancy Darby 200,000
Russell Taylor 200,000
William C. Kass 200,000
We completed an offering of 12,000 shares of our common stock at a price of
$0.20 per share to a total of 12 shareholders on February 8, 2005. The total
amount received from this offering was $2,400. We completed this offering
pursuant to Regulation S of the Securities Act. The purchasers were as follows:
Name of Shareholder Number of Shares
----------------------- ----------------
Gordon Toy 1,000
Tony Lock 1,000
Dennis Toy 1,000
Jack Marr 1,000
Adam Katz 1,000
Lisa Bain 1,000
Ray Martin 1,000
C. Hugh Maddin 1,000
Cambrian Capital Corp. 1,000
David Parfitt 1,000
Nickolas Mah 1,000
Cyrus Yan 1,000
-29-
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.
Exhibits
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Legal opinion to be provided prior to effective date
10.1 Mineral Property Purchase Agreement dated May 14, 2005
23.1 Consent of Manning Elliott, Chartered Accountants
99.1 Claims location map
-30-
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 claims for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by our director, officer, or
controlling persons in the successful defense of any action, suit or proceeding,
is asserted by our director, officer, or controlling persons in connection with
the securities being registered, we will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification is against
public policy as expressed in the Securities Act, and we will be governed by the
final adjudication of such issue.
-31-
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 December 16, 2005.
Streamscape Minerals Inc.
By:/s/ Ezio Montagliani
------------------------------
Ezio Montagliani
President, Chief Executive Officer,
and Director
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated:
SIGNATURE CAPACITY IN WHICH SIGNED DATE
/s/ Ezio Montagliani President, chief executive December 16, 2005
----------------------- officer, and director
Ezio Montagliani
/s/ Peter Keller Secretary, Treasurer December 16, 2005
----------------------- principal accounting officer,
Peter Keller principal financial officer
and director
-32-
Articles of Incorporation
of
Streamscape Minerals Inc.
First. The name of the corporation is Streamscape Minerals 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 16, 2004.
/s/ Daniel A. Kramer
--------------------
Daniel A. Kramer
Incorporator
BYLAWS
of
STREAMSCAPE MINERALS 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:
STREAMSCAPE MINERALS INC.
per:
/s/ Peter Keller
-----------------------
Peter Keller, Secretary
MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT dated for reference May 15, 2004.
BETWEEN:
DECOORS MINING CORP., of P.O. Box 176, Atlin, British Columbia,
V0W 1A0; and
(the "Vendor")
OF THE FIRST PART
AND:
STREAMSCAPE MINERALS INC., a company incorporated pursuant
to the laws of Nevada with an office at 455 Granville Street,
Suite 500, Vancouver, British Columbia, V6C 1T1;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S :
A. The Vendor is the owner of one mining claims consisting of twelve units
covering fifty hectares located approximately 35 kilometres northeast of the
city of Atlin, east of Surprise Lake, in the Atlin Mining District of
northwestern British Columbia, known as the HR 1 - HR 8 claimss and recorded
under claims numbers HR 1 409400 - HR 8 409407 (the "Claimss");
B. The Vendor has agreed to sell and the Purchaser has agreed to
purchase a 100% right, interest and title in and to the Claims
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. VENDOR'S REPRESENTATIONS
1.1 The Vendor represents and warrants to the Purchaser that:
(a) The Vendor is the registered and beneficial owner of the
Claims and holds the right to transfer title to the Claims
and to explore and develop the Claims;
(b) The Vendor holds the Claims free and clear of all liens,
charges and claims of others, and the Vendor has a free and
unimpeded right of access to the Claims and has use of the
Claims surface for the herein purposes;
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(c) The Claims has been duly and validly located and recorded in a
good and miner-like manner pursuant to the laws of British
Columbia and is in good standing in British Columbia as of the
date of this Agreement;
(d) There are no adverse claimss or challenges against or to the
Vendor's ownership of or title to the Claims nor to the
knowledge of the Vendor is there any basis therefore, and
there are no outstanding agreements or options to acquire or
purchase the Claims or any portion thereof;
(e) The Vendor has the full right, authority and capacity to enter
into this Agreement without first obtaining the consent of any
other person or body corporate and the consummation of the
transaction herein contemplated will not conflict with or
result in any breach of any covenants or agreements contained
in, or constitute a default under, or result in the creation
of any encumbrance under the provisions of any indenture,
agreement or other instrument whatsoever to which the Vendor
is a party or by which he is bound or to which he is subject;
and
(f) No proceedings are pending for, and the Vendor is unaware of
any basis for, the institution of any proceedings which could
lead to the placing of either Vendor in bankruptcy, or in any
position similar to bankruptcy.
1.2 The representations and warranties of the Vendor set out in
paragraph 1.1 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
The Vendor hereby sells, grants and devises to the Purchaser a
100% undivided right, title and interest in and to the Claims in consideration
of the Purchaser paying $3,500 to the Vendor upon the closing of this Agreement.
4. CLOSING
The sale and purchase of the interest in the Claims shall be
closed no later than May 25, 2004.
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5. COVENANTS OF THE PURCHASER
The Purchaser shall perform all work on the Claims in a
miner-like manner and shall comply with all laws, regulations and permitting
requirements of Canada and British Columbia including compliance with all:
(a) environmental statutes, guidelines and regulations;
(b) work permit conditions for lakes and streams; and
(c) work restrictions relating to forest fire hazards.
7. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying
with any provisions of this Agreement by reason 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.
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 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 to the other party at its respective
address first noted above, and any notice given as aforesaid shall be deemed to
have been given, if delivered, when delivered, or if mailed, on the fourth
business day after the date of mailing thereof.
9.2 Either party may from time to time by notice in writing change
its address for the purpose of this paragraph.
10. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the
extent specifically authorized hereunder, be deemed to constitute either party a
partner, agent or legal representative of the other party.
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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. NONSEVERABILITY
This Agreement shall be considered and construed as a single
instrument and the failure to perform any of the terms and conditions in this
Agreement shall constitute a violation or breach of the entire instrument or
Agreement and shall constitute the basis for cancellation or termination.
16. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and
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.
17. ENUREMENT
This Agreement shall enure to the benefit of and be binding
upon the Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the
day and year first above written.
STREAMSCAPE MINERALS INC.
/s/ Peter Burjoski per: /s/ Ezio Montagliani
------------------------------ --------------------------
Authorized Signatory Ezio Montagliani, President
Decoors Mining Corp.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the reference to our firm under the caption "Interest of Named
Experts and Counsel" and to the use of our report dated November 30, 2005
included in the Registration Statement on Form SB-2 and related Prospectus of
Streamscape Minerals Inc. for the registration of shares of its common stock.
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