UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

CASCADE SPRINGS LTD.

(Name of Small Business Issuer in Its Charter)



Nevada

(State or Other Jurisdiction of Incorporation or Organization)

1040

(Primary Standard Industrial Classification Code Number)

68-0681435

(I.R.S. Employer

Identification No.)


1155 E Twain Ave, Suite 108

Las Vegas, NV, 89169

(702) 988-4233

(Address and Telephone Number of Principal Executive Offices)

 

William Delahunte

1155 E Twain Ave, Suite 108

Las Vegas, NV, 89169

(702) 988-4233 

(Name, Address and Telephone Number of Agent For Service)

 

Copy to:

William Barnett, Esq.

Law Offices of William B. Barnett

21550 Oxnard Street, Woodland Hills, CA  91367

(818) 595-7717


Approximate Date of Commencement of Proposed Sale to the Public: as soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

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

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

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

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







CALCULATION OF REGISTRATION FEE

 


Title of Each Class of Securities to be Registered


Amount to be Registered(1)


Proposed Maximum Offering Price Per Share(2)


Proposed Maximum Aggregate Offering Price


Amount of Registration Fee(3)



 

Common Stock

26,250,000

$0.05

$1,312,500

$153.00


 (1) In accordance with Rule 416(a), the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions.

 (2) Estimated in accordance with Rule 457(o) of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee. The offering price has been arbitrarily determined by Cascade and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

 (3) The registration fee for securities to be offered to the public is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

 (4) Represents shares of the registrant’s common stock being registered for resale that have been issued to the Selling Stockholders named in this registration statement.


The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.





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


SUBJECT TO COMPLETION, DATED June 10, 2011.


PROSPECTUS


CASCADE SPRINGS LTD.


26,250,000  Shares of Common Stock




This prospectus relates to the sale by certain Selling Stockholders identified in this prospectus (the “Selling Stockholders”) of up to an aggregate of 26,250,000 shares of Cascade Springs Ltd. common stock, par value $0.001 per share (“Common Stock”)   All of such shares of Common Stock are being offered for resale by the Selling Stockholders in accordance with the methods and terms described in the section of this prospectus entitled “Plan of Distribution”.  


Our Common Stock is presently not traded on any market or securities exchange. The Selling Stockholders have not engaged any underwriter in connection with the sale of their shares of Common Stock.  The Common Stock being registered in this registration statement may be sold by Selling Stockholders at a fixed price of $0.05 per share until our Common Stock is quoted on the OTC Bulletin Board (“OTCBB”) and thereafter at a prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (“FINRA”), nor can there be any assurance that such an application for quotation will be approved. Consequently, the purchaser in this offering may be receiving an illiquid security.

  

Cascade will pay all expenses incurred in connection with the offering described in this prospectus, except for the brokerage expenses, fees, discounts and commissions, which will be paid by the Selling Stockholders. Our Common Stock is more fully described in the section of this prospectus entitled “Description of  Securities”.


The Selling Stockholders are "underwriters" within the meaning of the Securities Act of 1933, as amended, with respect to all shares being offered hereby.

 

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. See "Risk Factors" beginning on page 4 for risks of an investment in the securities offered by this prospectus, which you should consider before you purchase any shares.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 














The date of this prospectus is ______________, 2011.




2




TABLE OF CONTENTS


 

 

 

 

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 

3

 

 

PROSPECTUS SUMMARY 

3

 

 

RISK FACTORS 

4

 

 

USE OF PROCEEDS 

7

 

 

 DETERMINATION OF OFFERING PRICE

8

 

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 

8

 

 

DESCRIPTION OF BUSINESS 

8

 

 

DESCRIPTION OF PROPERTY 

11

 

 

MANAGEMENT’S DISCUSSION AND ANAYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

16

 

 

LEGAL PROCEEDINGS 

19

 

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 

19

 

 

EXECUTIVE COMPENSATION 

20

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

21

 

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

21

 

 

DESCRIPTION OF SECURITIES TO BE REGISTERED

22

 

 

SELLING STOCKHOLDERS 

23

 

 

PLAN OF DISTRIBUTION 

24

 

 

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 

27

 

 

LEGAL MATTERS 

27

 

 

EXPERTS 

28

 

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

28

 

 

WHERE YOU CAN FIND MORE INFORMATION 

28

 

 

FINANCIAL STATEMENTS 

F-1




3



SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS


Some of the statements in this prospectus and in any prospectus supplement we may file relate to future events concerning our business and to our future revenues, operating results, and financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “forecast,” “predict,” “propose,” “potential,” or “continue” or the negative of those terms or other comparable terminology.


Any forward looking statements contained in this prospectus or any prospectus supplement are only estimates or predictions of future events based on information currently available to our management and management’s current beliefs about the potential outcome of future events. Whether these future events will occur as management anticipates, whether we will achieve our business objectives, and whether our revenues, operating results, or financial condition will improve in future periods are subject to numerous risks. The section of this prospectus captioned “Risk Factors,” beginning on page 4, provides a summary of the various risks that could cause our actual results or future financial condition to differ materially from forward-looking statements made in this prospectus. The factors discussed in this section are not intended to represent a complete list of all the factors that could adversely affect our business, revenues, operating results, or financial condition. Other factors that we have not considered may also have an adverse effect on our business, revenues, operating results, or financial condition, and the factors we have identified could affect us to a greater extent than we currently anticipate. Before making any investment in our securities, we encourage you to carefully read the information contained under the caption “Risk Factors,” as well the other information contained in this prospectus and any prospectus supplement we may file.



We have not authorized anyone to provide information different from that contained in this prospectus.  This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.  The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Common Stock.  In this prospectus, references to “Cascade,” “Cascade’s”, the “Company,” “we,” “us” and “our” refer to Cascade Springs Ltd., a Nevada corporation.


PROSPECTUS SUMMARY


The following summary is qualified in its entirety by the information contained elsewhere in this prospectus.  You should read the entire prospectus, including “Risk Factors” and the financial statements before making an investment decision.


Description of Business:

 

We are in the business of the acquisition and exploration of mining properties located in the state of Nevada, with the objective of identifying potential gold and silver ore deposits.  We have commenced an exploration program on our mineral lease located in Esmeralda County, Nevada, at White Wolf Canyon, Nevada.  Another lease located near Tokop, Nevada awaits an initial exploration program.  On September 29, 2010, we staked six mineral claims on 120 acres in the White Wolf Canyon Area of Esmeralda County in Nevada. On October 1, 2010, we staked four additional mineral claims on 84 acres in the Tokop area of Esmeralda county in Nevada. A description of our business begins on page 8 of this prospectus.

 

 

 

 

 

The Offering:

 

This offering relates to the resale by Selling Stockholders of shares of our Common Stock. The Selling Stockholders and the number of shares that may be sold by each are set forth beginning on page 23 of this prospectus.

 

 

 

 

 

Shares:

 

26,250,000 shares of our Common Stock.  A description of our Common Stock is set forth on page 22 of this prospectus.

 

 

 

 

 

Manner of Sale:

 

The shares of our Common Stock may be sold from time to time by the Selling Stockholders in open market or negotiated transactions at prices determined from time to time by the Selling Stockholders.  A description of the manner in which sales may be made is set forth in this prospectus under “Plan of Distribution” beginning on page 24 of this prospectus.

 

 

 

 

 

Use of Proceeds:

 

We will not receive any of the proceeds from the sale of our Common Stock. The Selling Stockholders will receive all of the proceeds.  

 

 

 

 

 

Risk Factors:

 

The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment.  A discussion of additional risk factors relating to our stock, our business and this offering begins on page _ of this prospectus.

 






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SUMMARY OF FINANCIAL INFORMATION


The following table provides summary financial statement data as of the fiscal year ended March 31, 2011. The financial statement data as of the fiscal year ended March 31, 2011,  has been derived from our audited financial statements. The results of operations for past accounting periods are not necessarily indicative of the results to be expected for any future accounting period. The data set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our financial statements and the related notes included in this prospectus, and the statements and related notes included in this prospectus.


BALANCE SHEET

  

As Of

March 31, 2011

  

Total Assets

  

$

10,467

  

Total Liabilities

  

$

11,610

 

Shareholder’s Deficit

 

$

(1,143)

 


OPERATING DATA

  

Year Ended March 31, 2011

 

Revenue

 

$

0.00

 

Net Loss

 

$

(25,443)

 

Net Loss Per Share

 

$

( 0.00)

 

 

 


RISK FACTORS


Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock.

 

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The value of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

Cascade considers the following to be the material risks for an investor regarding this offering. Cascade should be viewed as a high-risk investment and speculative in nature. An investment in our Common Stock may result in a complete loss of the invested amount. Please consider the following risk factors before deciding to invest in our Common Stock.


Risks Related to Our Business


We will need additional financing to expand our business plan.


We will require additional financing to initiate and sustain our business operations. We do not currently have any arrangements for additional financing and we can provide no assurance to investors that we will be able to find additional financing as required.  Obtaining additional financing would be subject to a number of factors, including market prices for minerals, investor acceptance of our properties, and the general economic climate.  These factors may make the timing, amount, terms or conditions of additional financing unfavorable to us.  The most likely source of future funds would most likely be through the sale of additional equity capital and loans.  Any sale of additional shares will result in dilution to existing stockholders, while incurring additional debt may result in encumbrances on our property and future cash flows. The inability of Cascade to gain access to capital markets or obtain acceptable financing will have a material adverse effect upon the results of our operations and our financial condition. The proceeds from the sale of the securities offered in this registration statement will go directly to the Selling Stockholders holder and not to Cascade. As such, this offering might negatively affect our ability to raise needed funds through a primary offering of our securities in the future.

 


We have no proven reserves .


No proven reserves have been discovered at any of the exploration properties where we have mineral rights.  Although we have geological reports and assay reports that indicate possible mineralized material on South Mountain and our other properties, the probability of any of the exploration properties ever having reserves that are commercially viable is remote.  The failure to locate proved reserves at the exploration properties we own would render those properties valueless.  If those mineral rights are found to be valueless, or if we run out of funds prior to discovering proved reserves at these locations, then we may have to cease operations, which would impair the value of our common stock to the point investors may lose their entire investment.



5




Because there is no assurance when we will generate revenues, we may deplete our cash reserves and not have sufficient outside sources of capital to complete our exploration or mining programs.


We have not earned any revenues as of the date of this prospectus and have never been profitable.  To date, we have been involved primarily in financing activities and limited exploration activities.  We do not have an interest in any revenue generating properties.  Prior to our being able to generate revenues, we will incur operating and exploration expenditures without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future.  Our net loss for the fiscal year ended March 31, 2011 was $25,443 .


The auditor’s report states there is substantial doubt about the ability of Cascade to continue its operations as a going concern.

 

In their audit report dated June 7, 2011, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. We are currently operating with working capital deficit of approximately $1,143 and have not yet generated any operating revenues.  Our cash reserves will be used to primarily fund ongoing plans at our two mineral leases.  However, our inability to generate revenues could eventually inhibit our ability to continue in business or achieve our business objectives.  Therefore any purchaser of our shares may be investing in a company that will not have the funds necessary to develop its business strategies. In addition, because of this “going concern” opinion it may be more difficult to attract investors.


Because of the speculative nature of exploration of natural resource properties, there is substantial risk that we will not find commercially viable gold or silver ore deposits which would reduce our realization of revenues.


There is little chance that any of the claims we explore or acquire will contain commercially exploitable reserves of gold or silver minerals.  Exploration for natural resources is a speculative venture involving substantial risk.  Hazards such as unusual or unexpected geological formations and other conditions often result in unsuccessful exploration efforts.  Success in exploration is dependent upon a number of factors including, but not limited to, quality of management, quality and availability of geological expertise and availability of exploration capital.  Due to these and other factors, no assurance can be given that our exploration programs will result in the discovery of new mineral reserves or resources. 


Although we have commenced business operations, we face a high risk of business failure.


We were incorporated on January 19, 2010 and to date have been involved primarily in organizational activities, the acquisition of the May claims and the Montana de Oro Claims and carrying out the first phase of the recommended exploration program on one of those claims.  We have not earned any revenues as of the date of this prospectus.  Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral property that we plan to undertake.  These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.


Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from development of the claims at our two locations, we will not be able to earn profits or continue operations.  There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations.  If we are unsuccessful in addressing these risks, our business will most likely fail.


If we are unable to hire and retain key personnel, we may not be able to implement our business plan.


We are substantially dependent upon the continued services of Bill Delahunte, our President, CEO and director.  Similarly we are relying on the work and expertise of Todd Gano our COO and director .   While Mr. Delahunte expects to spend 30 % of his time assisting our company and our business, there can be no assurance that his services will remain available to us.  If Mr. Delahunte’s and Mr. Gano’s services are not available to us, we will be materially and adversely affected.  While Mr. Delahunte considers his investment of time and money in our company of significant personal value, there is no assurance that he will continue to provide his services to us.   Our success is also largely dependent on our ability to hire highly qualified personnel.  This is particularly true in the highly technical business such as mineral exploration.  Similarly our Chief Operating Officer and director Todd Gano has extensive experience in the mining industry and we need his help to carry through with our plan. These individuals are in high demand and we may not be able to retain the personnel we need.  











































































































































































































































































































































































6



In addition, we may not be able to afford the high salaries and fees demanded by qualified personnel, or may lose such employees after they are hired.  Failure to hire key personnel when needed, or on acceptable terms, to carry out our exploration and mining programs would have a significant negative effect on our business.


Our executive officers and directors control our business and may make decisions that are not in the best interests of minority stockholders.


One of our directors owns approximately 61% of the outstanding shares of our common stock.  Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters submitted to the stockholders for approval, including election of directors, amendment of charter documents, mergers, consolidations, and the sale of all or substantially all of our assets.  The interests of our executive officer and director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other stockholders.


The probability of our mining prospects not showing commercially viable amounts of gold or silver ore deposits is great.  


The probability of our exploration program identifying individual prospects having commercially significant reserves cannot be predicted.  It is likely that the properties explored will not contain any commercially significant reserves.  As such, substantial funds may be spent on exploration which may identify no claims having commercial development potential.


Mining operations are subject to extensive federal and state regulation, which increases the costs of compliance and possible liability for non-compliance.


Mining is subject to extensive regulation by state and federal regulatory authorities.  State and federal statutes regulate environmental quality, safety, exploration procedures, reclamation, employees’ health and safety, use of explosives, air quality standards, pollution of stream and fresh water sources, noxious odors, noise, dust, and other environmental protection controls as well as the rights of adjoining property owners.  We believe that we are currently operating  in compliance with all known safety and environmental standards and regulations applicable to our Nevada properties.  However, there can be no assurance that our compliance could be challenged or that future changes in federal or Nevada laws, regulations or interpretations thereof will not have a material adverse affect on our ability to resume and sustain exploration operations.


Compliance with corporate governance and public disclosure regulations may result in additional expenses.  


Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, and new regulations issued by the Securities and Exchange Commission, are creating uncertainty for companies, which could result in compliance deficiencies. In order to comply with these regulations, we may need to invest substantial resources to comply with evolving standards, and this investment would result in increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.


Our officers and directors have limited liability and have indemnification rights


Our Certificate of Incorporation and by-laws provide that we will indemnify our officers and directors against losses sustained or liabilities incurred which arise from any transaction in that officer’s or director’s respective managerial capacity unless that officer or director violates a duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend, or derived an improper benefit from the transaction.


Risks Related to Our Stock


We will need to raise funds through debt or equity financings in the future, which would dilute the ownership of our existing stockholders and possibly subordinate certain of their rights to the rights of new investors or creditors.

 

We may choose to raise additional funds in debt or equity financings if they are available to us on terms we believe reasonable to increase our working capital, strengthen our financial position or to make acquisitions.  Any sales of additional equity or convertible debt securities would result in dilution of the equity interests of our existing stockholders, which could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled to various preferential rights over the holders of our Common Stock, including repayment of their investment, and possibly additional amounts, before any payments could be made to holders of our Common Stock in connection with an acquisition of the Company.  Such additional debt, if authorized, would create rights and preferences that would be senior to, or otherwise adversely affect, the rights and the value of our Common Stock. Also, new investors may require that we and certain of our stockholders enter into voting arrangements that give them additional voting control or representation on our board of directors.




7



We may engage in future acquisitions that dilute our stockholders and cause us to incur debt or assume contingent liabilities.

 

As part of our strategy, we expect to review opportunities to acquire or participate in the exploration of other mining properties that would complement our current exploration or mining program, or that may otherwise offer growth opportunities. In the event of any future acquisitions, we could:

·

issue stock that would dilute current stockholders' percentage ownership;

·

incur debt; or

·

assume liabilities.


If a market for our Common Stock does not develop, shareholders may be unable to sell their shares and will incur losses as a result.


There is currently no market for our common stock and no certainty that a market will develop. We intend to have our securities quoted on the Over the counter Bulletin Board(OTCBB).  For this to happen, we must contact an authorized OTCBB market maker for sponsorship of our securities on the OTCBB. Only authorized OTCBB market makers can apply to quote securities on the OTCBB.  There is no guarantee, however, that our stock will become quoted on the OTCBB.  If our common stock becomes quoted on the OTCBB and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the Selling Stockholders.  If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.


Once publicly trading, the application of the “penny stock” rules could adversely affect the market price of our Common Stocks and increase shareholder transaction costs to sell those shares. The Securities and Exchange Commission (“SEC”) has adopted Rule 3a51-1 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, Rule 15g-9 require:


that a broker or dealer approve a person’s account for transactions in penny stocks; and

the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased


In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:


obtain financial information and investment experience objectives of the person; and

make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.


The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:


sets forth the basis on which the broker or dealer made the suitability determination; and

 

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.




USE OF PROCEEDS


The Common Stock offered by this prospectus are being registered for the account of the Selling Stockholders.  We will not receive any proceeds from the sale of Common Stock by the Selling Stockholders. Please read “Selling Stockholders” for a list of the persons that will receive proceeds from the sale of common stock owned by them pursuant to this prospectus.


 





8



DETERMINATION OF THE OFFERING PRICE


There has been no public market for our common shares.  The price of the shares we are offering was arbitrarily determined at $0.05 per share.  We believe that this price reflects the amount that a potential investor would be willing to pay to invest in our company at this initial stage of our development.  Because we have no significant operating history and have not generated any revenues to date, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us.  No valuation or appraisal has been prepared for our business and potential business expansion.


We arbitrarily determined the price and it bears no relationship whatsoever to our business plan, the price paid for our shares by our founders, our assets, earnings, book value or any other criteria of value.  The offering price should not be regarded as an indicator of the future market price of the securities, which is likely to fluctuate.



MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


There is presently no public market for our Common Stock.  We intend applying for the quoting of our Common Stock on the OTCBB upon effectiveness of the registration statement of which this prospectus forms apart.  However, there is no assurance that our Common Stock will be quoted on the OTCBB or, if quoted, that a public market will develop.


Holders of Our Common Stock


As of June 3, 2011, there were 31 holders of record of our Common Stock.  


Dividend Policy


We have never declared or paid any cash dividends on our Common Stock.  We currently anticipate that we will retain all future earnings for the expansion and operation of our business and do not anticipate paying cash dividends in the foreseeable future.


Securities Authorized For Issuance Under Equity Compensation Plans


We do not have any compensation plans under which equity securities are authorized for issuance. 


Shares Issuable Upon Conversion of Convertible Debentures


We do not have any issued or outstanding convertible debentures or any other securities that are convertible into our Common Stock.



DESCRIPTION OF BUSINESS


General


We are pursuing a business strategy whereby we will invest in, explore and if warranted, conduct mining operations of our current mining properties.   Currently, our principal assets include a 100% interest in six federal lode mining claims, known as the Montana de Oro 1 – 6, located in Esmeralda County, Nevada (the “Montana de Oro Claims”) and, also, in the Tokop area of Esmeralda County, Nevada, we have a 100% interest in four claims known as the (“May Claims”).


There is little possibility that a commercially viable mineral deposit exists on the Montana de Oro Claims or the May claims.  Mineral property exploration is typically conducted in phases.  We have completed the first phase of the recommended exploration program on the Montana de Oro Claims.  The program was finalized on February 23, 2011 by Advanced Geologic Exploration, Inc.  The first phase cost $8,000 which included the staking of the property.  The exploration program was recommended by our geologist Advanced Geologic Exploration, Inc., in its geological report dated September 30, 2010, based on his evaluation of the property, its history and the surrounding geological setting.  


Our independent geologist is Advanced Geologic Exploration, Inc.  


Our plan of operation is to continue exploration work on the Montana de Oro Claims.  There is no assurance that an economic mineral deposit exists on the Montana de Oro Claims.  Even if we complete our proposed exploration program on the Montana de Oro Claims and we are successful in identifying a mineral deposit, we would have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.



9




Our mailing address is 1155 E Twain Ave,  Suite 108,  Las Vegas, Nevada, 89169  and our telephone number is (702) 988-4233.


If our exploration program is not successful or if insufficient funds are available to carry out such exploration program, then we will not be able to execute our business plan.


Business


We are an “exploration stage” company engaged in the search and/or verification of ore deposits (reserves) in its property.  Our business is to acquire and explore various mining properties located in the state of Nevada.  While we currently plan to fund and conduct these activities ourselves, we may in the future outsource some of these activities through the use of various joint venture, royalty or partnership arrangements, pursuant to which other companies would agree to finance and carry out the exploration and possible future development programs on our mining properties.  Our current plan will require the hiring of various mining employees to perform exploration and mining activities for our various mining properties.


Properties


Background and History


In September 2010 we retained Advanced Geologic Exploration, Inc. to stake the mineral rights in the Montana de Oro Claims, at a cost of $8,000.   This included the completion of a first phase of exploration.


Completion of a Phase 1 reconnaissance sampling program of the Montana do Oro Claims returned encouraging results for a potential economic silver deposit.  The project consisted of the reconnaissance of historic prospects within the “Paymaster Zone” of the Good Hope (or White Wolf) mining district and the collection of 10 rock samples.  Independent laboratory results confirmed field observations of elevated silver mineralization in the outcrops as six samples reported over 1.0 gram-per-ton of silver, three over 14 grams-per-ton silver, with a peak silver assay of 4,200 grams-per-ton (or 135 ounces-per-ton) silver.  Multiple alteration suites were identified and all but one contained elevated silver, suggesting that a complex ore genesis contained elevated silver throughout its processes.


Well documented surface leaching of silver in the nearby Silver Peak and Palmetto mining districts confused early prospectors and it was only after subsurface exploration was conducted that the silver veins were discovered.  The Phase 1 reconnaissance sampling included a property visit to collect representative samples. The site visit was conducted on September 28 and 29, 2010, whereupon ten samples were collected (MO 1-10). The MO 1-10 samples were submitted for assay to ALS Minerals in Sparks, Nevada and tested for gold (method: fire assay) and a suite of four other metals (Ag, Cu, Pb and Zn; method: acid digest).


Sample Description

Au
ppm

Ag
ppm

Cu
ppm

Pb
ppm

Zn
ppm

MO-1

0.007

2.0

242

11

114

MO-2

<0.005

1.3

140

16

114

MO-3

0.124

15.8

72

609

4

MO-4

<0.005

<0.2

12

<2

17

MO-5

0.014

9.9

231

57

36

MO-6

<0.005

<0.2

40

4

75

MO-7

0.007

0.2

38

21

18

MO-8

0.019

0.6

124

31

21

MO-9

0.061

4,200

5,440

17,200

4,200

MO-10

<0.005

14.1

80

124

177



The assay results showed trace amounts of gold occurred in six of the ten locations sampled. The highest value of 0.124 ppm gold came from MO-3, which also showed a slight kick in lead of 609 ppm. This relationship between gold and lead is reported in other parts of the Silver Peak Range.  



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Plan for Montana de Oro Claims


Phase 1 reconnaissance sampling program results are encouraging and suggest that high grade silver mineralization could occur at depth.  The “Paymaster Zone” of the Palmetto mining district is noted for high grade silver veins.  Coupled with strong silver and base metal mineralization, trace gold counterparts, the multiple vein sets carrying significant values, it has been recommended that a Phase 2 program be conducted and consider the following:


1.

Additional prospects are observed around the boundaries of the Montana do Oro lode claim block. These prospects should be sampled, assayed and acquired through additional claim staking if positive results are returned.


2.

Vicinity and local detailed geological mapping should be conducted with particular attention paid to the alteration suites.


3.

Conduct a detailed rock sampling program with between 100-200 samples to better define the alteration suites, their spatial distribution and level of surface mineralization.


4.

Map and sample underground workings paying specific attention of down dip attitudes of the mineralization for future drill targets.


5.

Begin the permitting process for subsurface mineral sampling through exploration test pits and/or dozer cuts. Planning should also address the possibility of using the disturbance in the anticipation of a future diamond drill program.


6.

Research land status of nearby claims for possible acquisition.




Industry Overview


The gold mining and exploration industry has experienced several factors recently that are favorable to us as described below.   The spot market price of an ounce of gold has increased from a low of $253 in February 2001 to a high of $1,420 in April of 2011.   This current price level has made it economically more feasible to produce gold as well as made gold a more attractive investment for many.  


By industry standards, there are generally four types of mining companies.  We are considered an “exploration stage” company.  Typically, an exploration stage mining company is focused on exploration to identify new, commercially viable gold and silver deposits.  “Junior mining companies” typically have proven and probable reserves of less then one million ounces of gold, generally produces less then 100,000 ounces of gold annually and / or are in the process of trying to raise enough capital to fund the remainder of the steps required to move from a staked claim to production.  “Mid-tier” and large mining (“senior”) companies may have several projects in production plus several million ounces of gold in reserve.


Generally gold reserves have been declining for a number of years for the following reasons:


·

The extended period of low gold prices from 1996 to 2001 made it economically unfeasible to explore for new deposits for most mining companies.


·

The demand for and production of gold products have exceeded the amount of new reserves added over the last several consecutive years.


Reversing the decline in lower gold reserves is a long term process.  Due to the extended time frame it takes to explore, develop and bring new production on line, the large mining companies are facing an extended period of lower gold reserves.  Accordingly, junior companies that are able to increase their gold reserves more quickly should directly benefit with an increased valuation.


Additional factors causing higher gold prices over the past two years have come from a weakened United States dollar.  Reasons for the lower dollar compared to other currencies include the historically low US interest rates, the increasing US budget and trade deficits and the general worldwide political instability caused by the war on terrorism and the economic downturn.





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Competition


Of the four types of mining companies, we believe junior companies represent the largest group of gold companies in the public stock market.  All four types of mining companies may have projects located in any of the gold producing continents of the world and many have projects located near our Montana de Oro Claims in Nevada.  Most of our competitors have greater exploration, production, and capital resources than we do, and are able to compete more effectively in any of these areas.  Our inability to secure capital to fund exploration and possible future production capacity, would establish a competitive cost disadvantage in the marketplace, which would have a material adverse effect on our operations and potential profitability.


Employees


As of June 9, 2011, we have two part time employees.  Our Chief Executive Officer and our Chief Operation Officer provide service to us on an as-needed basis.  




DESCRIPTION OF PROPERTY


We do not own or lease any property.  We currently maintain our corporate offices at 1155 E Twain Ave, Suite 108, Las Vegas, NV, 89169, which is located in offices leased by an affiliate of Mr. Delahunte, our President. Mr. Delahunte provides us with this space at no cost to the Company.  We believe that the current office space is adequate for our current operations and we do not anticipate that we will require any additional office space in the foreseeable future.


Montana de Oro Claims


Description, Location and Access


The Montana de Oro Claims are located on the Bureau of Land Management lands, Esmeralda County, Nevada, at White Wolf Canyon.  Access to the mining claims includes 6.2 miles on dirt roads that are in fair condition.  A 4-wheeled drive vehicle is recommended.


Physiography


The elevation of the Montana de Oro 1-6 Claims range from 6,000 feet to 6,500 feet. The claims occupy a series of moderately steep slopes that are separated by a number of washes. The claimed land includes ridge crests, slopes and washes.  Vegetation consists of arid, high-elevation plants predominantly sagebrush and various cacti. Historic workings are dotted throughout the claim block and consist of numerous mining pits, scrapes, shafts, and tunnels. Some digs have been excavated more than 30 feet deep and some of the tunnels extend into the rock to more than 70 feet. Several two-track dirt roads help to gain access around the claims.


Title to the Montana de Oro Claims


The Montana de Oro Claims consist of six located mineral claims in one contiguous, 3 x 3 group comprising 120 acres.  A “mineral claim” refers to in this case a 20 acre section of land over which a title holder owns rights to explore the ground and subsurface, and extract minerals.    


Claims details are as follows:


Claim Name

Area

Expiry Date

Montana de Oro #1

White Wolf Canyon

September 1, 2011*

Montana de Oro #2

September 1, 2011*

Montana de Oro #3

September 1, 2011*

Montana de Oro #4

September 1, 2011*

Montana de Oro #5

September 1, 2011*

Montana de Oro #6

September 1, 2011*


*

In order to maintain a mining claim in Nevada in good standing, the claim holder must, on or before September 1 in each year, perform annual work having a minimum of $100 per claim, or pay to the



12



U.S. Bureau of Land Management an annual maintenance fee of $140 per claim. The annual maintenance fees for the Montana de Oro Claims are paid through August 31, 2011.


Geological Report


We have obtained a first phase geological report dated February 23, 2011 on the Montana de Oro Claims that was prepared by Advanced Geologic Exploration, Inc.  The geological report summarizes details concerning the Montana de Oro Claims and makes a recommendation for further exploration work.


Glossary


In this section, the following geological terms have the indicated meaning:


Argentite – a valuable silver ore consisting of silver sulfide.


Azurite – a blue mineral consisting of copper hydroxyl carbonate.


Barite – a yellow, white or colorless crystalline mineral of barium sulfate.


Breccia - a clastic sedimentary rock that is composed of large (over two millimeter diameter) angular fragments.


Calcite – a white or colorless mineral consisting of calcium carbonate.


Cerussite – a mineral consisting of lead carbonate that is an important source of lead.


Chalcocite – a dark grey mineral that is an important ore of copper.


Druzy quartz – a thin layer of quartz crystals covering the surface of a host stone.


Formation - the fundamental unit of similar rock assemblages used in stratigraphy.


Galena – a bluish, grey or black mineral of metallic appearance, consisting of lead sulfide.


Hornfel – a nonfoliated metamorphic rock that is typically formed by contact metamorphism around igneous intrusions.


Igneous – having solidified from lava or magma.


Malachite – a bright green mineral consist of copper hydroxyl carbonate.



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Monzonite - An igneous rock composed chiefly of plagioclase and orthoclase, with small amounts of other minerals.


Outcrop - An exposure of bedrock.



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Pluton – A body of intrusive igneous rock.


Siderite – a yellowish to brownish, semi-hard mineral that is a valuable ore of iron.


Siliceous – of, containing, or like silica; growing in soil that has a large proportion of silica in it.


Smithsonite – a yellow, grey or green mineral consisting of zinc carbonate typically occurring as crusts or rounded masses.


Tertiary - from 63 million to 2 million years ago.


Thrust fault- a geological fault in which the upper side appears to have been pushed upward by compression.


Geological Setting and Mineralization


Geological mapping was not conducted for the Phase 1 project; however, research and observations noted basic geological relationships. Rocks in the White Wolf Canyon area consist of a package of Lower Cambrian sedimentary rocks of the Poleta Formation that have been intruded by plutonic rocks. The Poleta Formation consists of interstratified quartzite, limey sandstone, sandy limestone and limestone, with occasional interbeds of siltstone. These rock types generally make good host rocks for mineralization. Bedding generally strikes northwest and parallel to range front ridgeline, and dips steeply to the southwest. Folding is both local and regional. Although no large-scale faults were seen on the Montana do Oro Claims, a short distance away to the east is a large reverse fault that brings sedimentary rocks adjacent to the deep-seated plutonic rocks. The thickness of the sedimentary package at White Wolf Canyon is not well understood at this time but is believed to be on the order of several hundred feet or more.


Rocks of the White Wolf Canyon area have been intruded by the quartz monzonite Palmetto pluton. It is not exposed on the Montana do Oro Claims but as discussed above, outcrops occur a short distance away to the north and west. The intrusion was the driving source for the alterations and mineralizations seen throughout the property and, therefore, probably occurs at some depth below the sedimentary rocks.


Numerous small prospects, digs and shafts explore alterations around White Wolf Canyon. The Montana do Oro Claims were originally laid out to maximize the coverage of these prospects on the eastern side of the wash. Several other prospects occur nearby and were not visited. Many of the historic workings are shallow or were excavated to a few tens of feet below the surface. A bulldozer was used to explore some of the alterations at various locations around the claim block, probably vintage 1980s.


Multiple alteration sites were observed during the reconnaissance sampling procedures and are summarized as follows with the respective sample numbers:


(1)

a strong iron oxide veining that is accompanied by minor quartz veining (MO-1, 2, 4, 5, 7, and 8);


(2)

moderate oxide veining with breciated milky white quartz (MO-3);


(3)

strong iron oxide veining and multiple-phased quartz veining with visible precious and base metal mineralization (MO-9);


(4)

massive milky white quartz veining with intense brecciation (MO-10); and


(5)

widespread hornfels (MO-6).


The quartz associated with the oxide veining is usually milky white and often shows several phases of brecciation and remineralization. Sometimes the iron oxides are impregnated with thin druzy quartz veinlets and remnant iron sulfides can be seen trapped within the siliceous matrix. Calcite, barite and siderite are among the gangue minerals. High grade mineralization is often associated with black “chicken-pox” cubes within the oxide alteration halos.


Located in the southern portion of the Montana de Oro 6 Claims is a vein with strong iron oxides containing multiple-phased quartz veining and visible precious and base metal mineralization. Early prospectors explored it with a coyote hole and shaft to unknown horizontal and vertical depths. They exposed a vein that strikes east-west and dips steeply to the southwest. The length of the vein was not determined. Several phases of brecciation and remineralization were observed, giving the rocks a sugary texture with blue, green and gray-black appearance from the silver, copper, lead and zinc minerals. Observed ore



15



minerals were argentite, cerussite, malachite, azurite, galena, smithsonite and chalcosite. The cerussite showed evidence of being leached where exposed.


With the exception of the massive hornfels alteration suite, all of the alterations were associated with veins. Multiple vein-sets were observed, some of which coalesce along strike. Where veins crossed sedimentary boundaries, sometimes “mushrooming” of the alteration halo was observed, such as at sample location MO-2.


Exploration History


The Montana do Oro Claims are located between the Silver Peak and Palmetto mining districts in the smaller and little known Good Hope or White Wolf mining district. Well-documented surface leaching of silver in the Silver Peak and Palmetto mining districts confused early prospectors and it was only after subsurface exploration was conducted that the rich silver veins were discovered.


Discovered in 1863, Silver Peak is one of the oldest mining districts in Nevada and has produced substantial amounts of silver, gold, and other minerals. The original Silver Peak District is divided into two sub-districts based on differences in economic geology: Red Mountain and Mineral Ridge. In the Red Mountain sub-district, silver was produced from mid-Pliocene veins in Tertiary volcanic rocks (Nivloc, Mohawk, and Sixteen-to-One mines). The Nivloc (discovered in 1907) ran a large-scale operation from 1937 to 1943 at a grade of 11 ounces-per-ton silver and 0.05 ounces-per-ton gold. The Mohawk (1920) produced during the 1950’s at an average grade of 22.5 ounces-per-ton silver. The Sixteen-to-One produced one million tons grading 8.0 ounces-per-ton silver and variable gold from 1982 to approximately 1985. A small operation has been running in the last few years by an unknown operator. The Mineral Ridge sub-district produced 629,000 ounces gold from quartz veins, masses, and disseminations through the 1930’s, mostly from the Mary and Drinkwater deposits.


The Good Hope Mining District is a northern extension of the Palmetto mining district. The mineral deposits largely contain of silver, gold and lead and minor amounts of copper, zinc and tungsten. Most of the deposits are located in a 4-mile wide belt of vein-like structures near the Palmetto pluton known as the “Paymaster Zone”. The Montana do Oro Claims are located at the northern end of this zone. The two prominent mines of the Palmetto mining district are the Palmetto and McNamara mines and although production records for the district are poor, the Palmetto Mine is said to have produced more than $6.5 million of silver. Palmetto Mine was owned by Golden Odyssey between 2006 and 2007, whereupon they conducted an exploratory drill program and produced a summary report that recommended advancement of the project. The DSCL, LLC company currently owns the Palmetto Mine and its mining status is unknown.


There was no major ore production from the Good Hope mining district. Two small producing mines were the Good Hope and the Lookout. Both have moderate-sized ore dumps and waste piles, suggesting substantial depths to the underground workings. There are dozens of small prospects and digs throughout the district, some of which have been explored with a backhoe and/or bulldozer.


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 the United States generally, and in Nevada specifically.


We will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken.  The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the 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;



16




-

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.


Because there will not be any appreciable disturbance to the land during the phase one and phase two exploration programs on the Montana de Oro property, we will not have to seek any government approvals prior to conducting exploration.


May Claims


Description, Location and Access


The May Claims are located on the Bureau of Land Management lands, Esmeralda County, Nevada, near Tokop Nevada.  Access to the mining claims includes a 2.5 mile drive straight west of Tokop on dirt roads that are in fair condition.  


Physiography


The elevation of the May claims range from 6,600 feet to 6,800 feet.



Title to the May Claims


The May Claims consist of 4 located mineral claims in one contiguous, 2 x 2 group comprising 80 acres.  


Claims details are as follows:


Claim Name

Area

Expiry Date

May  #1

Tokop

September 1, 2011*

May  #2

September 1, 2011*

May #3

September 1, 2011*

May #4

September 1, 2011*


No work program has been carried out on this property to date.


Raw Materials


The raw materials for our exploration program will be items including camp equipment, sample bags, first aid supplies, groceries and propane.  All of these types of materials are readily available in Nevada from a variety of suppliers.


Research and Development Expenditures


Other than the cost of our Phase I reconnaissance sampling program, we have not incurred any other research expenditures.


Subsidiaries


We do not have any subsidiaries.


Patents and Trademarks


We do not own any patents or trademarks.




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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Caution About Forward-Looking Statements


This prospectus includes “forward-looking” statements about future financial results, future business changes and other events that haven’t yet occurred.  For example, statements like we “expect,” “anticipate” or “believe” are forward-looking statements.  Investors should be aware that actual results may differ materially from our expressed expectations because of risks and uncertainties about the future.  We do not undertake to update the information in this prospectus if any forward looking statement later turns out to be inaccurate.  Details about risks affecting various aspects of our business are discussed throughout this prospectus and should be considered carefully.



Plan of Operation for the Next Twelve Months


Certain key factors that have affected our financial and operating results in the past will affect our future financial and operating results.  These include, but are not limited to additional funding or the utilization of other venture partners that will be required to fund exploration, research, development and operating expenses on the Montana de Oro Claims when and if such activity is commenced on these claims.  In the past we have been dependent on funding from the private placement of our securities as well as loans from related and third parties as the sole sources of capital to fund operations.


The first phase of our recommended exploration program on the Montana de Oro Claims was carried out by Advanced Geologic Exploration, Inc., at a cost of $8,000.  Our plan of operation for the twelve months following the date of this prospectus is to carry out the second phase of the recommended exploration program.  This program may consist of acquiring additional prospects contiguous to the Montana de Oro Claims and sampling, assaying those claims, as well as geological mapping, a detailed rock sampling program and map and sample underground workings for future drill targets.  Phase 2 is estimated to cost of between $20,000 to $30,000 which we plan to carry out when financing allows.  The exploration program was recommended by Advanced Geologic Exploration, Inc., in its geological report dated February 23, 2011, based on their evaluation of the property, its history and the surrounding geological setting.  


The scope of work for the Phase 1 reconnaissance sampling included visiting the property to collect representative samples of historic mining prospects. The site visit was conducted in September 2010, at which time ten samples were collected. The staking of the lode mining claims was carried out in September 2010 and the documentation was presented in a first phase report dated February 23, 2011.   


We will require additional funding in order to proceed with additional exploration on Montana de Oro Claims.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans.  We do not have any arrangements in place for any future equity financing or loans.


In addition to exploration costs we will incur salary expenses for Mr. Delahunte and Mr. Gano.  These will total $54,000 for the year.  If the Company cannot afford to pay these salaries the salaries will be accrued.  In addition, we anticipate spending an additional $40,000 on administrative fees, legal and accounting fees, including fees payable in connection with the filing of this registration statement and complying with future SEC reporting obligations.  Total expenditures over the next 12 months are therefore expected to be approximately $125,000.



Results of Operations


Our current business strategy is to invest in, explore and if warranted, conduct mining operations of our current mining properties and other mineral producing properties.   Currently, our principal assets include the Montana de Oro Claims, located in western Esmeralda County, Nevada and the May claims also located in Esmeralda County near Tokop, Nevada.


Inception (January 19, 2010) through the year ended March 31, 2011


We have not earned any revenues since our incorporation on January 19, 2010 to March 31, 2011.  We do not anticipate earning revenues unless we enter into commercial production on the Montana de Oro Claims or the May claims which is doubtful at the moment.   We are currently in the preliminary exploration stage of our business and can provide no assurance that we will discover any economic mineralization on our claims.


We incurred no operating expenses from our inception on January 19, 2010 to March 31, 2010 compared to expenses of $25,443 for the year ended March 31, 2011.  These operating expenses were comprised of general and administrative costs of $15,764 and mineral exploration costs of $9,679.



18




Our primary sources of operating capital have been debt and equity financings.  Due to our continuing losses from business operations, the independent auditor’s report dated June 7, 2011, includes a “going concern” opinion relating to the fact that our continuation is dependent upon obtaining additional working capital either through revenues or through outside financing.  As of March 31, 2011, we might not be able to establish or sustain our mineral exploration or mining program.


Liquidity and Capital Resources


Since our inception, we have financed our cash requirements from cash generated from the sale of common stock and by unsecured loans from our president Mr. Delahunte.  Mr. Delahunte has advanced an aggregate of $11,610 during the year ended March 31, 2011.   The advances are unsecured, non-interest bearing and have no specific terms for repayment


Our principal sources of liquidity as of March 31, 2011 consisted of $10,467 in cash.   Since inception through to and including March 31, 2011, we raised $21,000 through a private placement of our common stock.  


The first phase of exploration on the Montana de Oro Claims was completed by Advanced Geologic Exploration, Inc. on February 23,  2011.  Should financing allow we plan to carry out the second phase of exploration in the fall of  2011.  The financing for this second phase could come from further equity financing or could come from the further lending of funds from Mr. Delahunte, our President.  There are no assurances that we will be able to achieve further sales of our Common Stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our mineral claims and our venture will fail.


Off-Balance Sheet Arrangements


We have not engaged in any off-balance sheet arrangements.


Critical Accounting Policies


Critical accounting estimates were arrived at and considered on the basis of significant accounting policies applied as follows:


Summary of Significant Accounting Policies


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


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


Exploration Stage Company


We comply with Accounting Standards Codification (“ASC”) 915 “Development Stage Entities” for our characterization of our company as pre-exploration stage.


Mineral Properties


Mineral property acquisition costs are capitalized in accordance with ASC 930.  Mineral property 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.  To date, we have not established any reserves on our mineral properties.




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Income Taxes


We use the assets and liability method of accounting for income taxes pursuant to ASC 740 “Accounting for Income Taxes”.  Under the assets and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Our policy is to recognize interest and/or penalties related to income tax matters in income tax expense.  We had no accrual for interest or penalties on our balance sheet and we have not recognized interest and/or penalties in our statement of operations.


Basic and Diluted Loss Per Share


We report basic loss per share in accordance with the ASC 260, “Earnings Per Share”.  Basic loss per share is computed using the weighted average number of shares outstanding during the period.  Diluted loss per share has not been provided as it would be antidilutive.


LEGAL PROCEEDINGS


We are not currently a party to any legal proceedings.  Our address for service of process in Nevada is 1155 E Twain Ave, Suite 108, Las Vegas, NV, 89169.  



DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS


The following table sets forth information about our directors and officers


Name

Age

Position and office Presently Held

       Director Since

William Delahunte

         53

Chief Executive Officer, President, Chief Financial Officer, Secretary and Director

       January, 2010


Todd Gano

         49

Chief Operating Officer, Director

       February, 2011


Biographical information



Set forth below is a brief description of the background and business experience of our sole executive officer and director for the past five years.


William Delahunte has served as our Chief Executive Officer, President, Chief Financial Officer and Secretary/Treasurer and has been a director since our inception in January, 2010. Mr. Delahunte has a long history in the mining industry.  From 1989 to 2005 he has worked for a variety of mining companies including Orion Partners Ltd. of Barstow California and Shadow Mountain Gold of Cima California and also Kinney Limestone Ltd.  There he was involved in the running of a number of pilot plants involving gold production and iron ore production.  Since 2005 Mr. Delhunte has worked as a consultant, staking claims, mapping mining areas and taking samples for numerous mining companies that want work done in the state of Nevada.  He has never been a director or officer of a public company.    He is also is a senior crane operator for Las Vegas Paving Inc. and has been since 2005.


Todd Gano has served as our Chief Operating Officer and has been a director since March, 2011. Mr. Gano also brings a wealth of mining experience to the company.  He has worked for a number of producing mining companies in the past and for the last 11 years has worked as a heavy equipment operator for  Esmeralda County in Nevada.    His experience like our president’s includes work in the area of staking, drilling and production as it relates to pilot plant operations.




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Term of Office


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


Significant Employees


We have no significant employees other than our sole officer and director described above.


Conflicts of Interest


We do not have any written procedures in place to address conflicts of interest that may arise between our business and the future business activities of our officers and directors.


Committees of the Board of Directors


We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our board of directors.  As such, Mr. Delahunte and Mr. Gano, sitting as the board of Directors, act in those capacities.


Audit Committee Financial Expert


We do not have an “audit committee financial expert.”  We believe that the cost related to retaining such a financial expert at this time is prohibitive.  Further, because we are in the development stage of our business operations, we believe that the services of an audit committee financial expert are not warranted at this time.


Role and Responsibilities of the Board


The Board of Directors consisting of our two directors oversees the conduct and supervises the management of our business and affairs pursuant to the powers vested in it by and in accordance with the requirements of the Revised Statutes of Nevada. The Board of Directors will hold occasional meetings to consider particular issues or conduct specific reviews whenever deemed appropriate.


The Board of Directors considers good corporate governance to be important to the effective operations of the Company. Our directors are elected at the annual meeting of the stockholders and serve until their successors are elected or appointed.  Officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors.


There is no family relationships among our directors or executive officers.


EXECUTIVE COMPENSATION


The table below summarizes all compensation awarded to, earned by, or paid to our officers or directors. sole executive officer, by any person for all services rendered in all capacities to us for the fiscal period from our inception on January 19, 2010 to March 31, 2011.


Name and principal position

Year

Salary
($)

Bonus
($)

Stock Awards
($)

Option Awards
($)

Non-Equity Incentive Plan Compensation
($)

Change in Pension and Nonqualified Deferred Compensation Earnings
($)

All Other Compensation
($)

Total
($)

William DelahuntePresident, CEO, Sec., & CFO

Jan. 19, 2010(incep-tion) thru March 31, 2011

0

0

0

0

0

0

0

0




21



Option Grants Table . There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from inception through  March 31, 2011.

 

Aggregated Option Exercises and Fiscal Year-End Option Value Table . There were no stock options exercised since inception through  March 31, 2011 by the executive officers named in the Summary Compensation Table.

 

Long-Term Incentive Plan (“LTIP”) Awards Table . There were no awards made to a named executive officers in the last completed fiscal year under any LTIP

 

Compensation of Directors


Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.


Employment Agreements


The Company has no written employment agreements with its officers or directors, however commencing April 1, 2011, the Board has agreed to pay its President $1,000 per month, if the funds are available and if not, then to accrue such $1,000.  This agreement may be terminated at any time by the Company without any liability to the Company for such termination.


Employee Pension, Profit Sharing or Other Retirement Plans


We do not have a defined benefit pension plan or profit sharing or other retirement plan.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following tables set forth certain information regarding beneficial ownership of our securities as of March 31, 2011 by (i) each person who is known by us to own beneficially more than five percent (5%) of the outstanding shares of each class of our voting securities, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted:


As of March 31, 2011, 67,500,000 shares of common stock were issued and outstanding



Title of Class

Name and Address of Beneficial Owner(1)

Amount of Shares Beneficial Owned

Percent of class

Common stock

William Delahunte

41,250,000

61.1%

Common Stock

Todd Gano

-0-

-0-

Common stock

All officers and directors as a group (2)

41,250,000

61.1%

______________

(1)       The addressfor each of the beneficial owners identified is 1155 E. Twain Ave., Suite 108, Las Vegas, NV 89169


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


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


·

Any of our directors or officers;


·

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


·

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



22




·

Our promoter, William Delahunte;


·

Any member of the immediate family of any of the foregoing persons, except as follows:


(a)

our President, promoter and director, William Delahunte:


(i)

advanced the sum of $11,610 in related party loans as of March 31, 2011.


(ii)

was issued 41,250,000 common shares (post split) for $3,300 of cash consideration upon formation of the Company in January, 2010.


SHARES ELIGIBLE FOR FUTURE SALE


Upon completion of the offering, we will have outstanding 67,500,000 shares of common stock. Of these shares, the 26,250,000 shares to be sold in the offering, will be freely tradable in the public market without restriction under the Securities Act, unless the shares are held by our "affiliates," as that term is defined in Rule 144 under the Securities Act.


The remaining shares of common stock outstanding upon completion of the offering will be "restricted securities," as that term is defined in Rule 144. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration, such as the exemption afforded by Rule 144.



DESCRIPTION OF SECURITIES TO BE REGISTERED


Our authorized capital stock consists of 100,000,000 shares of common stock at a par value of $0.001 per share.


Common Stock


As of March 31, 2011, there were 67,500,000 shares of our common stock issued and outstanding that are held by 31 stockholders of record.  Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights.  Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. A majority of shareholders that are present at a meeting, or persons representing by written proxy, are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.


Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds.  In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.


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


Anti-Takeover Provisions

There are no Nevada anti-takeover provisions that may have the effect of delaying or preventing a change in our control. Sections 78.378 through 78.3793 of the Nevada Revised Statutes relate to control share acquisitions that may delay to make more difficult acquisitions or changes in our control. However, these provisions only apply when we have 200 or more stockholders of record, at least 100 of whom have addresses in the State of Nevada appearing on our stock ledger, and we do business in this state directly or through an affiliated corporation. Neither of the foregoing events seems likely to occur. Currently, we have no Nevada shareholders. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do business in the State of Nevada in the future. Accordingly, there are no anti-takeover provisions that have the effect of delaying or preventing a change in our control.

 In addition, neither the Articles of Incorporation nor the Bylaws of the Company contain any anti-takeover provisions that may have the effect of delaying or preventing a change in our control.




23



STOCK TRANSFER AGENT

We have not engaged a transfer agent to serve as transfer agent for shares of our common stock.  We intend to retain a transfer agent as soon as practicable following the effectiveness of this Registration Statement.  Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.  Our officers do not have any experience acting as a transfer agent for publicly traded securities.


Admission to Quotation on the OTC Bulletin Board


We intend to have a market maker file an application for our common stock to be quoted on the OTC Bulletin Board. However, we do not have a market maker that has agreed to file such application.  If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it:


(1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and  


(2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges.


To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If it meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board. We may not now or ever qualify for quotation on the OTC Bulletin Board.

  

SELLING STOCKHOLDERS


The Selling Stockholders named in this prospectus are offering all of the 26,250,000 shares of common stock offered through this prospectus (the “Secondary Shares”).  These shares were acquired from us by the Selling Stockholders in private placements completed on January 10, 2011,  that were exempt from registration under Regulation S of the Securities Act of 1933 (the “Securities Act”).


The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the Selling Stockholders, including:


1.

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


2.

the total number of shares that are to be offered for each;


3.

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


4.

the percentage owned by each upon completion of the offering.


Name of Selling

Beneficial Ownership

# Shares

Beneficial Ownership

Shareholder

Before Offering

Offered

After Offering

 

# Shares

Percent

 

# Shares

Percent

 

 

 

 

 

 

Ingrid Allen

875,000

1.30%

875,000

0

N/A

Loretta Allen

875,000

1.30%

875,000

0

N/A

Claudius Armbrister

875,000

1.30%

875,000

0

N/A

Jade Collie

875,000

1.30%

875,000

0

N/A

Vernencia Cooper

875,000

1.30%

875,000

0

N/A

Ezra Cooper

875,000

1.30%

875,000

0

N/A




24






Name of Selling

Beneficial Ownership

# Shares

Beneficial Ownership

Shareholder

Before Offering

Offered

After Offering

 

# Shares

Percent

 

# Shares

Percent

 

 

 

 

 

 

Jack Curtis

875,000

1.30%

875,000

0

N/A

Shariff Ferguson

875,000

1.30%

875,000

0

N/A

Horatio Flowers

875,000

1.30%

875,000

0

N/A

Barbara Forbes

875,000

1.30%

875,000

0

N/A

Stephen Forbes

875,000

1.30%

875,000

0

N/A

Leslie Francis

875,000

1.30%

875,000

0

N/A

Dorinda Hanna

875,000

1.30%

875,000

0

N/A

Edith Huyler

875,000

1.30%

875,000

0

N/A

Carrol Johnson

875,000

1.30%

875,000

0

N/A

Kingsley McKenzie

875,000

1.30%

875,000

0

N/A

Jamal Moncur

875,000

1.30%

875,000

0

N/A

Aaron Morley

875,000

1.30%

875,000

0

N/A

Taneka Morley

875,000

1.30%

875,000

0

N/A

Randollian Newry

875,000

1.30%

875,000

0

N/A

Steven Pinder

875,000

1.30%

875,000

0

N/A

Shana Quant

875,000

1.30%

875,000

0

N/A

Manzella Rahming

875,000

1.30%

875,000

0

N/A

Prince Rahming

875,000

1.30%

875,000

0

N/A

Gary Rolle

875,000

1.30%

875,000

0

N/A

Hewiit Sandilands

875,000

1.30%

875,000

0

N/A

Emmanuel Smith

875,000

1.30%

875,000

0

N/A

Rudolph Strachan

875,000

   1.30%

875,000

0

N/A

Jonathan Thompson

875,000

1.30%

875,000

0

N/A

Deborah Wright

875,000

1.30%

875,000

0

N/A


Each of the above Selling Stockholders beneficially owns and has sole voting and investment rights over all shares or rights to the shares registered in his or her name.  The numbers in this table assume that none of the Selling Stockholders sells shares of Common Stock not being offered in this prospectus or purchases additional shares of Common Stock, and assumes that all shares offered are sold.  The percentages are based on 67,500,000 shares of common stock outstanding on the date of this prospectus.


None of the selling shareholders:


(1)

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


(2)

has ever been one of our officers or directors; or


(3)

is a broker-dealer or affiliate of a broker dealer.


To the best of our knowledge, none of the Selling Stockholders holds any other stock of our Company and if they were to sell all of the shares listed above, they would hold no equity interest in our Company.


There was no private placement agent or others who were involved in placing shares with the Selling Stockholders.


If a Selling Stockholders transfers any of the Secondary Shares and the transferee wishes to be included in this offering, we will file a prospectus supplement which includes the change pursuant to Rule 424 of the Securities Act.




25




PLAN OF DISTRIBUTION


We are registering the shares currently held by our Selling Stockholders to permit them and their transferees or other successors in interest to offer the shares from time to time. We will not offer any shares on behalf of Cascade, and we will not receive any of the proceeds from any sales of shares by such Selling Stockholders. The price at which the Selling Stockholders may sell the shares pursuant to this prospectus has arbitrarily been determined by the Selling Stockholders to be at $0.05 per share. The Selling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their registered shares of common stock on any stock exchange market or trading facility on which our shares may be traded or in private transactions. The Selling Stockholders are “underwriters” within the meaning of the Securities Act of 1933, as amended, with respect to the shares being offered by them.

 

The Selling Stockholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling shares of common stock or interests in shares of common stock received after the date of this prospectus from a Selling Stockholders as a gift, pledge, partnership distribution or other transfer, may, from time to time sell, transfer or otherwise dispose of any or all of their shares of common stock or interests in shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions, if our shares are ever approved for trading on an exchange or by other means. In the event that any donee, pledgee, transferee or other successor-in-interest sells shares received from a person set forth on the “Selling Stockholders” table after the date of this prospectus, we will amend this prospectus by filing a post effective amendment to include the names of such donee, pledgee, transferee or other successor-in-interest selling such shares and disclose the applicable compensation arrangements.

 

If our shares are approved for such trading, as to which we cannot provide any assurance, these dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders may use any one or more of the following methods when disposing of shares or interests therein if our shares are approved for listing on an exchange or for trading on the OTC Bulletin Board:


 

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;

 

purchases by a broker-dealer as principle and resale by the broker-dealer for its account;

 

an exchange distribution in accordance with the rules of the applicable exchange;

 

privately negotiated transaction;

 

broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;

 

specified number of such shares at a stipulated price per share;

 

a combination of any such methods of sale; and

 

any other method permitted pursuant to applicable law.


As of the date of this prospectus, we have no information on the manner or method by which the Selling Stockholders may intend to sell shares. The Selling Stockholders has the sole and absolute discretion not to accept any purchase offer or make or not make any sale of shares if they deem the purchase price to be unsatisfactory at any particular time.

 

If a trading market for our common stock develops, the Selling Stockholders may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal, or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that the Selling Stockholders will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which, pursuant to this prospectus, may be below the then market price. We cannot assure you that all or any of the shares offered by this prospectus will be sold by the Selling Stockholders. The Selling Stockholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered by this prospectus, may be deemed "underwriters" as that term is defined under the Securities Act or the Securities Exchange Act of 1934, or the rules and regulations thereunder.

 

The Selling Stockholders, alternatively, may sell all or any part of the shares offered by this prospectus through an underwriter. No Selling Stockholders has entered into an agreement with a prospective underwriter. If a Selling Stockholders enters into such an agreement or agreements, the relevant details will be set forth in a supplement or revision to this prospectus.

 



26



Under the regulations of the Securities Exchange Act of 1934, any person engaged in a distribution of the shares offered by this prospectus may not simultaneously engage in market making activities with respect to our common stock during the applicable "cooling off" periods prior to the commencement of such distribution. In addition, and without limiting the foregoing, the Selling Stockholders will be subject to applicable provisions, rules and regulations of the Securities Exchange Act of 1934 and the rules and regulations thereunder, which provisions may limit the timing of future purchases and sales of common stock by the Selling Stockholders.

 

We have advised the Selling Stockholders that, during such time as he may be engaged in a distribution of any of the shares we are registering on their behalf in this registration statement, he is required to comply with Regulation M as promulgated under the Securities Exchange Act of 1934. In general, Regulation M precludes any Selling Stockholders, any affiliated purchasers and any broker-dealer or other person who participates in such distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M defines a "distribution" as an offering of securities that is distinguished from ordinary trading activities by the magnitude of the offering and the presence of special selling efforts and selling methods. Regulation M also defines a "distribution participant" as an underwriter, prospective underwriter, broker, dealer, or other person who has agreed to participate or who is participating in a distribution. Our officers and directors, along with affiliates, will not engage in any hedging, short, or any other type of transaction covered by Regulation M. Regulation M prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security, except as specifically permitted by Rule 104 of Regulation M. These stabilizing transactions may cause the price of the common stock to be higher than it would otherwise be in the absence of those transactions. We have advised the Selling Stockholders that stabilizing transactions permitted by Regulation M allow bids to purchase our common stock so long as the stabilizing bids do not exceed a specified maximum, and that Regulation M specifically prohibits stabilizing that is the result of fraudulent, manipulative, or deceptive practices. The Selling Stockholders and distribution participants will be required to consult with their own legal counsel to ensure compliance with Regulation M.

 

 Prior to the date of this prospectus, there has not been any established trading market for our common stock. Following the consummation of this offering, we do not anticipate that any such trading market will develop. Accordingly, purchasers of our shares in this offering should be prepared to hold those shares indefinitely. We will seek a market maker to sponsor our common stock on the OTC Bulletin Board. Application will then be made by the market maker to sponsor our shares of common stock on the OTC Bulletin Board. No market maker has yet undertaken to sponsor our common stock on the OTC Bulletin Board, and there can be no assurance that any market maker will make such an application or if a market does develop for our common stock as to the prices at which the our common stock will trade, if at all. Until our common stock is fully distributed and an orderly market develops in our common stock, the price at which it trades may fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our businesses generally, including the impact of the factors referred to in "Risk Factors," on page 4, above, investor perception of Empire and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

 

Shares of common stock distributed pursuant to this prospectus will be freely transferable, except for shares of our common stock received by persons who may be deemed to be "affiliates" of Empire under the Securities Act. Persons who may be deemed to be affiliates of Empire generally include individuals or entities that control, are controlled by or are under common control with us, and may include our senior officers and directors, as well as principal stockholders. Persons who are affiliates will be permitted to sell their shares of common stock only pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Section 4(1) of the Securities Act or Rule 144 adopted under the Securities Act.

 

Penny Stock Regulations

 

Our common stock will be considered a "penny stock" as defined by Section 3(a)(51) and Rule 3a51-1 under the Securities Exchange Act of 1934. A penny stock is any stock that:

 

sells for less than $5 a share,

is not listed on an exchange, and

is not a stock of a "substantial issuer."

 

We are not now a "substantial issuer" and cannot become one until we have net tangible assets of at least $5 million, which we do not now have.

 

Statutes and SEC regulations impose strict requirements on brokers that recommend penny stocks. Before a broker-dealer can recommend and sell a penny stock to a new customer who is not an institutional accredited investor, the broker-dealer must



27



obtain from the customer information concerning the person's financial situation, investment experience and investment objectives. Then, the broker-dealer must "reasonably determine"

 

that transactions in penny stocks are suitable for the person and

the person, or his/her advisor, is capable of evaluating the risks in penny stocks.

 

After making this determination, the broker-dealer must furnish the customer with a written statement describing the basis for this suitability determination. The customer must sign and date a copy of the written statement and return it to the broker-dealer. Finally the broker-dealer must also obtain from the customer a written agreement to purchase the penny stock, identifying the stock and the number of shares to be purchased. Compliance with these requirements can often delay a proposed transaction and can result in many broker-dealer firms adopting a policy of not allowing their representatives to recommend penny stocks to their customers.

 

Another SEC rule requires a broker-dealer that recommends the sale of a penny stock to a customer to furnish the customer with a “risk disclosure document.” This document includes a description of the penny stock market and how it functions, its inadequacies and shortcomings, and the risks associated with investments in the penny stock market. The broker-dealer must also disclose the stock's bid and ask price information and the dealer's and salesperson's compensation for the proposed transaction. Finally, the broker-dealer must furnish the customer with a monthly statement including specific information relating to market and price information about the penny stocks held in the customer's account.

 

The above penny stock regulatory scheme is a response by the Congress and the SEC to abuses in the marketing of low-priced securities by “boiler room” operators. The scheme imposes market impediments on the sale and trading of penny stocks. It limits a stockholder's ability to resell a penny stock.

 

Our management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

 

Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

Boiler room practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 

State Securities – Blue Sky Laws

 

Transfer of our common stock may also be restricted under the securities laws or securities regulations promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to resell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.


DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES


We have adopted provisions that limit the liability of our Directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the Nevada Revised Statutes. Nevada law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:


* for any breach of their fiduciary duty of loyalty to Empire or its security holders;

* for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law;

* for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 78.300 of the    Nevada Revised Statutes; or,

* for any transaction from which the director derived an improper personal benefit.


In addition, our bylaws provide for the indemnification of officers, directors and third parties acting on our behalf, to the fullest extent permitted by Nevada Revised Statutes, if our board of directors authorizes the proceeding for which such person is seeking indemnification (other than proceedings that are brought to enforce the indemnification provisions pursuant to the bylaws).



28




These indemnification provisions may be sufficiently broad to permit indemnification of the Empire’s executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.


Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

 

LEGAL MATTERS


The legality of the shares offered hereby will be passed upon for us by the Law Offices of William B. Barnett 21550 Oxnard Street, Suite 200, Woodland Hills, California 91367.  



EXPERTS


 Our financial statements for the period from inception on January 19, 2010 through March 31, 2011 included in this prospectus have been audited by LBB & Associates Ltd., LLP, independent registered public accounting firm, Houston, Texas, as set forth in their report included in this prospectus. Their report is provided on their authority as experts in accounting and auditing.


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.



CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE


There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matters.



WHERE YOU CAN FIND MORE INFORMATION


We have filed with the SEC a registration statement on Form S-1 under the Securities Act of 1933 regarding the shares of Common Stock offered hereby.  This prospectus does not contain all of the information found in the registration statement, portions of which are omitted as permitted under the rules and regulations of the SEC.  For further information regarding us and the securities offered by this prospectus, please refer to the registration statement, including its exhibits and schedules.  Statements made in this prospectus concerning the contents of any contract, agreement or other document filed as an exhibit to the registration statement are summaries of the terms of those documents.  The registration statement of which this prospectus forms a part, including its exhibits and schedules, may be inspected and copied at the public reference room maintained by the SEC at 100 F Street, N.E., Washington, D.C.  20549.  You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

 

The SEC maintains a web site on the Internet.  Our registration statement and other information that we file with the SEC are available at the SEC’s website at http://www.sec.gov.

 

We intend to make available to our stockholders annual reports (on Form 10-K) containing our audited financial statements and make available quarterly reports (on Form 10-Q) containing our unaudited interim financial information for the first three fiscal quarters of each of our fiscal years.

 



29



If you are a stockholder, you may request a copy of these filings at no cost by contacting us at:


Cascade Springs Ltd.

1155 E Twain Ave, Suite 108

Las Vegas, NV, 89169

(702) 988-4233






30







CASCADE SPRINGS LTD.


FINANCIAL STATEMENTS


                                               INDEX TO FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 Report of Independent Registered Public Accounting Firm

F-1

 

 

 Balance Sheets

F-2

 

 

 Statements of Operations

F-3

 

 

 Statements of Cash Flows

F-4

 

 

 Statements of Stockholders’ Equity (Deficit)

F-5

 

 

 Notes to the Financial Statements

F-6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 







F-1



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors of

Cascade Springs Ltd.

(An Exploration Stage Company)

Las Vegas, Nevada


We have audited the accompanying balance sheets of Cascade Springs Ltd (the “Company”) as of March 31, 2011 and 2010, and the related statements of operations, stockholders' equity (deficit) and cash flows for the year ended March 31, 2011 and for the periods from January 19, 2010 (inception) through March 31, 2010 and 2011. 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 the 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.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Cascade Springs Ltd. as of March 31, 2011 and 2010, and the results of its operations and its cash flows for the year ended March 31, 2011 and for the periods from January 19, 2010 (inception) through March 31, 2010 and 2011 in conformity with accounting principles generally accepted in the United States of America.


As discussed in Note 2 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2012 raise substantial doubt about its ability to continue as a going concern. The 2011 financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ LBB& Associates Ltd., LLP


LBB & Associates Ltd., LLP

Houston, Texas

June 7, 2011





F-2



CASCADE SPRINGS LTD.

(An Exploration Stage Company)


BALANCE SHEETS


ASSETS

 

 

 

 

 

 

 

 

March 31, 2011

 

March 31, 2010

 

 

 

 

Current assets:

 

 

 

Cash

 $         10,467

 

 $                -

 

 

 

 

Total current assets

            10,467

 

-

 

 

 

 

Total assets

 $          10,467

 

 $               -

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

Current liabilities:

 

 

 

Accounts payable

 $                   -

 

 $               -

 

 

 

 

Advances - related party

             11,610

 

-

 

 

 

 

Total current liabilities

             11,610

 

-

 

 

 

 

Total liabilities

            11,610

 

-

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

Common stock, $0.001 par value, 100,000,000

            67,500

 

-

shares authorized, 67,500,000  shares at March 31, 2011 and

 

 

 

0 shares at March 31, 2010 respectively issued and outstanding

 

 

 

 

 

 

 

Additional paid-in capital

          (43,200)

 

-

 

 

 

 

Deficit accumulated during the development stage

          (25,443)

 

-

 

 

 

 

Total stockholders' equity (deficit)

            (1,143)

 

-

 

 

 

 

Total liabilities and stockholders' equity (deficit)

 $          10,467

 

 $                  -


The accompanying notes are an integral part of these financial statements.





F-3




CASCADE SPRINGS LTD.

(An Exploration Stage Company)


STATEMENTS OF OPERATIONS


For the years ended March 31, 2011 and 2010 and the period from

January 19, 2010 (inception) through March 31, 2011



 

Year ended

Inception through

Inception through

 

March 31, 2011

March 31, 2010

March 31, 2011

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

Mineral exploration

 $                     9,679

 $                  -

 $                    9,679

 

 

 

 

General and administrative

15,764

-

15,764

 

 

 

 

Total expenses

25,443

-

25,443

 

 

 

 

Net loss

$                (25,443)

 $                  -

$              (25,443)

 

 

 

 

Net loss per share:

 

 

 

 

 

 

 

Basic and diluted

(0.00)

(0.00)

 

 

 

 

 

Weighted average shares

 

 

 

outstanding:

 

 

 

 

 

 

 

Basic and diluted

38,804,795

-

 



The accompanying notes are an integral part of these financial statements.





F-4



CASCADE SPRINGS LTD.

(An Exploration Stage Company)


STATEMENTS OF CASH FLOWS


For the years ended March 31, 2011 and 2010 and the period from

January 19, 2010 (inception) through March 31, 2011


 

Year ended

Inception through

Inception through

 

March 31, 2011

March 31, 2010

March 31, 2011

 

 

 

 

CASH FLOWS FROM OPERATING

 

 

 

ACTIVITIES

 

 

 

 

 

 

 

Net loss

$       (25,443)

 $              -

$           (25,443)

 

 

 

 

Adjustment to reconcile net loss to

 

 

 

cash used in operating activities:

 

 

 

 

 

 

 

Impairment expense

8,000

-

8,000

 

 

 

 

Net change in:

 

 

 

Accounts payable

-

-

-

 

 

 

 

CASH FLOWS USED IN OPERATING

 

 

 

ACTIVITIES

(17,443)

-

(17,443)

 

 

 

 

 

 

 

 

 

 

 

 


CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

Purchase of mineral property

(8,000)

-

(8,000)

CASH FLOWS USED IN INVESTING ACTIVITIES

(8,000)

-

(8,000)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


CASH FLOWS FROM FINANCING

 

 

 

ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of

24,300

-

24,300

common stock

 

 

 

 

 

 

 

Proceeds from related party advances, net

11,610

-

11,610

F-5




 

 

 

 

CASH FLOWS PROVIDED BY

 

 

 

FINANCING ACTIVITIES

35,910

-

35,910

 

 

 

 


NET INCREASE IN CASH

10,467

-

10,467

 

 

 

 

Cash, beginning of period

-

-

-

 

 

 

 

Cash, end of period

 $         10,467

 $                -

 $             10,467

 

 

 

 


SUPPLEMENTAL CASH FLOW

 

 

 

INFORMATION

 

 

 

 

 

 

 

Cash paid on interest expenses

 $                  -

 $                -

 $                     -

 

 

 

 

Cash paid for income taxes

 $                  -

 $                -

 $                     -


The accompanying notes are an integral part of these financial statements.





F-6



CASCADE SPRINGS LTD.

(An Exploration Stage Company)


STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

Period from January 19, 2010 (Inception) through March 31, 2011


 

 

 

Additional

Deficit accumulated

 

 

Common Stock

paid-in

during the

 

 

Shares

Amount

capital

exploration stage

Total

 

 

 

 

 

 

Issuance of common

 

 

 

 

 

stock for cash

-

 $           -

 $              -

 $                     -

 $               -

 

 

 

 

 

 

Net loss

-

-

 

 

 

 

 

 

Balance, March 31, 2010

-

-

-

-

-

 

 

 

 

 

 

Issuance of common

 

 

 

 

 

stock for cash

67,500,000

67,500

 (43,200)

  -

24,300

 

 

 

 

 

 

Net loss

 (25,443)

 (25,443)

 

 

 

 

 

 

Balance, March 31, 2011

67,500,000

 $   67,500

$      (43,200)

$          (25,443)

 $        (1,143)



The accompanying notes are an integral part of these financial statements.






F-7



CASCADE SPRINGS LTD.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

March 31, 2011


Note 1

Basis of Presentation


The Company was incorporated in the State of Nevada on January 19, 2010.  The Company is in the exploration stage and has staked a mineral property located in Nevada and has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain the necessary financing to complete the development of the property and upon future profitable production or proceeds for the sale thereof.


The Company proposes to file a prospectus with the SEC on Form S-1 for the registration of up to 26,250,000 common shares at $0.05 per share, subject to approval.  The Company will not receive any proceeds from this sale.  The Company also intends to seek a listing on the United States Over-the-Counter Bulletin Board.


General


The Company is in the exploration stage, and is in the process of exploring and evaluating its mineral properties and determining whether they contain gold or silver reserves that are economically recoverable. The recoverability of amounts shown for mineral properties is dependent upon the discovery of economically recoverable ore reserves, the ability of the Company to obtain the necessary financing to complete development, confirmation of the Company’s interest in the underlying mineral claims and upon future profitable production or proceeds from the disposition of all or part of its mineral properties.


Note 2

Summary of Significant Accounting Policies


Going Concern


These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  At March 31, 2011, the Company had not yet achieved profitable operations, has accumulated losses of $25,443 since its inception, has working capital of $8,857, and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.  


Exploration Stage Company


The Company complies with Financial Accounting Standards Board Accounting Standard Codification Statement No. 915 and Securities and Exchange Commission Industry Guide 7 for its characterization of the Company as an exploration stage.


Mineral Properties


Mineral property acquisition costs are capitalized in accordance with ASC 930.  Mineral property 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. To date the Company has not established any reserves on its mineral properties.


Environmental Costs


Environmental expenditures that relate to current operations are expensed or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be





F-8



reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.


Income Taxes


The Company uses the assets and liability method of accounting for income taxes.  Under the assets and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.


Basic and Diluted Loss Per Share


Basic loss per share is computed using the weighted average number of shares outstanding during the period.  Diluted loss per share has not been provided as it would be anti-dilutive.


Foreign Currency Translation


The Company's functional currency is United States ("U.S.") dollars as substantially all of the Company's operations use this denomination.  The Company uses the U.S. dollar as its reporting currency.


Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date.  Any exchange gains and losses would be included in Other Income (Expenses) on the Statement of Operations.


Impairment of Long-lived Assets


The Company reviews long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If the review indicates that the carrying amount of the asset may not be recoverable, the potential impairment is measured based on a projected discounted cash flow method using a discount rate that is considered to be commensurate with the risk inherent in the Company's current business model. For purposes of recognition and measurement of an impairment loss, a long-lived asset is grouped with other assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets.  Due to the uncertainty surrounding the exploration and development of the Company's acquired mineral property as well as the uncertainty of the Company's ability to raise the funds needed to explore and develop the property, the Company impaired the acquisition value of the property down to $0 and included the impairment expense of $8,000 with Mineral Exploration on the Statements of Operations.


Cash and Cash Equivalents


The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents.


Financial Instruments


The carrying value of cash and related party advances approximate their fair value because of the short maturity of these instruments.  Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.


Recent Accounting Pronouncements


Management does not believe that any recently issued, but not yet effective accounting standards will have a material effect on the accompanying financial statements.


Note 3

Related Party Transactions


The related party advances are due to a director of the Company for funds advanced.  The advances are unsecured, non-interest bearing and has no specific terms for repayment.  Beginning April 1, 2011, Mr. Delahunte, the president, began receiving $1,000 per month, when available, for services rendered.  If there is not sufficient funds, then the monthly amount will be accrued.






F-9



Note 4

Equity Transactions


On June 9, 2010, our founder and president was issued 1,650,000 for $3,300.  Split adjusted this became 41,250,000 shares.


On January 10, 2011, the Company completed a financing to 30 individuals that raised $21,000 from the sale of 26,250,000 shares of the Company’s common stock.


On February 5, 2011, the Company approved a 25 for 1 forward stock split.  The stock split is presented retroactively throughout the financial statements and footnotes.



Note 5

Income Taxes


The significant components of the Company’s deferred tax assets are as follows:


 

 

 

 

March 31, 2011

March 31, 2010

 

 

 

Deferred tax assets

 

 

Non-capital loss carryforward

$    8,700

$         -

Less: valuation allowance for deferred tax asset

     (8,700)

-

 

 

 

 

$           -

$        -


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


No provision for income taxes has been provided in these financial statements due to the net loss.  The effective tax rate differs from the 34% statutory rate for the year ended March 31, 2011 due to the change in valuation allowance.


At March 31, 2011, the Company has net operating loss carryforwards, which expire commencing in 2029, totalling approximately $25,000 the benefit of which has not been recorded in the financial statements.











CASCADE SPRINGS LTD.

 

26,250,000 SHARES OF COMMON STOCK


PROSPECTUS


YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

 

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.


The Date of This Prospectus is _______, 2011

 






30




PART II


INFORMATION NOT REQUIRED IN PROSPECTUS


Item 24.

Indemnification of Directors and Officers.


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


(1)

such indemnification is expressly required to be made by law;


(2)

the proceeding was authorized by our Board of Directors;


(3)

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


(4)

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


Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request.  This advance 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.


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













































































































































































































































































































































































31



Item 25.

Other Expenses of Issuance and Distributions.


The estimated expenses of this offering in connection with the issuance and distribution of the securities being registered, are as follows:


SEC registration fee

$      153

Accounting and audit fees and expenses

6,500

Legal fees and expenses

7,500

Electronic filing fees

2,500

Miscellaneous

500

Total:

$ 17,153


Item 26.

Recent Sales of Unregistered Securities.


Subsequent to the formation of the Company, on June 9, 2010, issued 41,250,000 shares of our Common Stock (post split) to our founder and President, Mr. Delahunte, for $3,300.  The Common Stock was issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act.  The Common Stock issued is deemed to be “restricted securities” as defined in Rule 144 under the Securities Act and the stock certificates bear a legend limiting the resale thereof.


We completed an offering of  1,050,000 (26,250,000 post split) shares of our common stock at a price of $0.02 per share to a total of 30 purchasers on January 10 , 2011.  The total amount received by the Registrant from this offering was $21,000.  These shares were issued pursuant to Regulation S of the Securities Act.  The purchasers in this offering were as follows:  


Name of Shareholder

Number of Shares

Ingrid Allen

875,000

Loretta Allen

875,000

Claudius Armbrister

875,000

Jade Collie

875,000

Vernencia Cooper

875,000

Ezra Cooper

875,000

Jack Curtis

875,000

Shariff Ferguson

875,000

Horatio Flowers

875,000

Barbara Forbes

875,000

Stephen Forbes

875,000

Leslie Francis

875,000

Dorinda Hanna

875,000

Edith Huyler

875,000

Carrol Johnson

875,000

Kingsley McKenzie

875,000

Jamal Moncur

875,000

Aaron Morley

875,000

Taneka Morley

875,000

Randollian Newry

875,000

Steven Pinder

875,000

Shana Quant

875,000







32






Name of Shareholder

Number of Shares

Manzella Rahming

875,000

Prince Rahming

875,000

Gary Rolle

875,000

Hewiit Sandilands

875,000

Emmanuel Smith

875,000

Rudolph Strachan

875,000

Jonathan Thompson

875,000

Deborah Wright

875,000


The offer and sale of all shares of our common stock listed above were affected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Regulation S promulgated under the Securities Act.  The investors acknowledged the following: the investor is not a United States Person, nor is the investor acquiring the shares directly or indirectly for the account or benefit of a United States Person.  None of the funds used by the investor to purchase the shares have been obtained from United States Persons.  “United States Person” within the meaning of U.S. tax laws, means a citizen or resident of the United States, any former U.S. citizen subject to Section 877 of the Internal Revenue Code, any corporation, or partnership organized or existing under the laws of the United States of America or any state, jurisdiction, territory or possession thereof and any estate or trust the income of which is subject to U.S. federal income tax irrespective of its source, and within the meaning of U.S. securities laws, as defined in Rule 902(o) of Regulation S, means:


(i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the laws of the United States; (iii) any estate of which any executor or administrator is a U.S. person; (iv) any trust of which any trustee is a U.S. person; (v) any agency or branch of a foreign entity located in the United States; (vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; (vii) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (viii) any partnership or corporation if organized under the laws of any foreign jurisdiction, and formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a)) who are not natural persons, estates or trusts.


Each of the individuals or entities had access to information about our business and financial condition and was deemed capable of protecting their own interests.  The securities were issued pursuant to the private placement exemption provided by Regulation S and/or Rule 506 of the Securities Act.  These are deemed to be “restricted securities” as defined in Rule 144 under the Securities Act and the stock certificates bear a legend limiting the resale thereof.


Item 27.

Exhibits


Exhibit No.*

Description of Exhibit

Exhibit 3.1

Articles of Incorporation of the Registrant.

Exhibit 3.2

Bylaws of the Registrant.

Exhibit 5.1

Opinion of Law Offices of William B. Barnett, P.C. re: the legality of the shares being registered.*

Exhibit 23.1

Consent of Law Offices of William B. Barnett, P.C.( included in Exhibit 5.1).*

Exhibit 23.2

Consent of LBB & Associates Ltd., LLP, independent registered public accounting firm.

Exhibit 23.3

Consent of Charles P. Watson, Geologist.


* To be filed






33



Item 28.

 Undertakings.


The undersigned Registrant hereby undertakes to:


(a) file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:


(i) include any prospectus required by section 10(a)(3) of the Securities Act;


(ii) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in 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


(iii) include any additional or changed information with respect to the plan of distribution.


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


(c) to file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.


(d) that insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant, the Registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registration of expenses incurred or paid by a director, officer or controlling person to the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.


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


(f) that, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


(i) any preliminary prospectus or prospectus of the Registrant relating to the offering filed pursuant to Rule 424;


(ii) any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;








34




SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto authorized in the City of Carson, State of Nevada on June 10, 2011.


CASCADE SPRINGS LTD.


By: /s/ William Delahunte  

William Delahunte

CEO, President, Secretary/Treasurer, and Director

(Principal Executive Officer, Principal Financial Officer, and
Principal Accounting Officer)


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


By: /s/ William Delahunte  

William Delahunte

CEO, President, Secretary/Treasurer, and Director

(Principal Executive Officer, Principal Financial Officer, and
Principal Accounting Officer)

Date: June 10, 2011

 

By: /s/Todd Gano

Todd Gano

COO and Director

Date: June 10, 2011

 

 





35




EXHIBIT INDEX


Exhibit No.

Description of Exhibit

Exhibit 3.1

Articles of Incorporation of the Registrant.

Exhibit 3.2

Bylaws of the Registrant.

Exhibit 5.1*

Opinion of Law Offices of William B. Barnett, P.C. re: the legality of the shares being registered.

Exhibit 23.1*

Consent of Law Offices of William B. Barnett, P.C.( included in Exhibit 5.1).

Exhibit 23.2

Consent of LBB & Associates Ltd., LLP, independent registered public accounting firm.

Exhibit 23.3

Consent of Charles P. Watson, Geologist


* To be filed









EXHIBIT  3.1


[exhibit31001.jpg]ARTICLES OF INCORPORATION





[exhibit31002.jpg]





[exhibit31003.jpg]





[exhibit31004.jpg]





[exhibit31005.jpg]





[exhibit31006.jpg]




[exhibit31007.jpg]








EXHIBIT 3.2






BYLAWS


OF


CASCADE CORP. (Nevada)












TABLE OF CONTENTS


Page


ARTICLE I

OFFICES


1.1

Business Office

1

1.2

Registered Office and Registered Agent

1


ARTICLE II

SHARES AND TRANSFER THEREOF


2.1

Regulation

1

2.2

Stock Certificates: Facsimile Signatures and Validation

1

2.3

Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip

1

2.4

Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of

Surrender; Penalties for Failure to Comply

2

2.5

Consideration for Shares: Types; Adequacy; Effect of Receipt; Actions of Corporation

Pending Receipt in Future

2

2.6

Stockholder's Liability: No Individual Liability Except for Payment for which Shares

were Authorized to be Issued or which was Specified in Subscription Agreement

3

2.7

Lost, Stolen, or Destroyed Certificates

3

2.8

Transfer of Shares

3

2.9

Restrictions on Transfer of Shares

3

2.10

Transfer Agent

3

2.11

Close of Transfer Book and Record Date

4


ARTICLE III

STOCKHOLDERS AND MEETINGS THEREOF


3.1

Stockholders of Record

4

3.2

Meetings

4

3.3

Annual Meeting

4

3.4

Special Meetings

4

3.5

Actions at Meetings not Regularly Called: Ratification and Approval

5

3.6

Notice of Stockholders' Meeting:  Signature; Contents; Service

5

3.7

Waiver of Notice

6

3.8

Voting Record

6

3.9

Quorum

6

3.10

Organization

6

3.11

Manner of Acting

6

3.12

Stockholders' Proxies

6

3.13

Voting of Shares

7

3.14

Voting by Ballot

7

3.15

Cumulative Voting

8

3.16

Consent of Stockholders in Lieu of Meeting

8

3.17

Maintenance of Records at Registered Office; Inspection and Copying

of Records

8



ARTICLE IV

DIRECTORS, POWERS AND MEETINGS


4.1

Board of Directors

9

4.2

General Powers

9

4.3

Regular Meetings

9



4.4

Special Meetings

10

4.5

Actions at Meetings Not Regularly Called: Ratification and Approval

10

4.6

Notice of Directors’ Meetings

10

4.7

Waiver of Notice

10

4.8

Quorum

10

4.9

Organization

11

4.10

Manner of Acting

11

4.11

Participation by Telephone or Similar Method

11

4.12

Consent of Directors in Lieu of Meeting

11

4.13

Vacancies

11

4.14

Compensation

11

4.15

Removal of Directors

12

4.16

Resignations

12


ARTICLE V

OFFICERS


5.1

Number

12

5.2

Election and Term of Office

12

5.3

Removal

12

5.4

Vacancies

12

5.5

Powers

12

5.6

Compensation

14

5.7

Bonds

 

14


ARTICLE VI

PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY


6.1

Exercise of Powers and Performance of Duties by Directors and Officers

14

6.2

Restrictions on Transactions Involving Interested Directors or Officers;

Compensation of Directors

14

6.3

Indemnification of Officers, Directors, Employees and Agents; Advancement of Expenses

15



ARTICLE VII

DIVIDENDS; FINANCE


7.1

Dividends

17

7.2

Reserve Funds

17

7.3

Banking

17



ARTICLE VIII

CONTRACTS, LOANS, AND CHECKS


8.1

Execution of Contracts

17

8.2

Loans

17

8.3

Checks

18

8.4

Deposits

18


ARTICLE IX

FISCAL YEAR


18


ARTICLE X



CORPORATE SEAL


18


ARTICLE XI

AMENDMENTS


18


ARTICLE XII

COMMITTEES


12.1

Appointment

18

12.2

Name

18

12.3

Membership

19

12.4

Procedure

19

12.5

Meetings

19

12.6

Vacancies

19

12.7

Resignations and Removal

19


CERTIFICATE


20




1



ARTICLE I

OFFICES


1.1

Business Office.  The principal office and place of business of the corporation is located in the State of Nevada, 1155 E Twain Ave, Suite 108, Las Vegas, NV, 89169.  Other offices and places of business may be established from time to time by resolution of the Board of Directors or as the business of the corporation may require.


1.2

Registered Office and Registered Agent.  The registered agent of the corporation for the service of process in the state of Nevada is Val-U-Corp Services, Inc. and the registered office of the registered agent for the service of process is 1802 North Carson, Carson City, Nevada, 89701

1.3

 The registered agent of the corporation may be changed from time to time by the Board of Directors in accordance with the procedures set forth in the Nevada Business Corporation Act.


ARTICLE II

SHARES AND TRANSFER THEREOF


2.1

Regulation.  The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer, and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars.


2.2

Stock Certificates: Facsimile Signatures and Validation.


(A)

Every stockholder shall be entitled to have a certificate, signed by officers or agents designated by the corporation for the purpose, certifying the number of shares owned by him in the corporation.


(B)

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 of the corporation may be printed or lithographed upon such certificate in lieu of the actual signatures.


(C)

In the event any officer or officers who shall have signed, or whose facsimile signature shall have been used on, any certificate or certificates for stock shall cease to be such officer or officers of the corporation, whether because of death, resignation or other reason, before such certificate or certificates shall have been delivered by the corporation, such certificate or certificates may nevertheless be adopted by the corporation and be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature shall have been used thereon, had not ceased to be such officer or officers of the corporation.


2.3

Fractions of Shares: Issuance; Payment of Value or Issuance of Scrip.  The corporation is not obligated to, but may, execute and deliver a certificate for or including a fraction of a share.  In lieu of executing and delivering a certificate for a fraction of a share, the corporation may, upon resolution of the Board of Directors:


(A)

make payment to any person otherwise entitled to become a holder of a fractional share, which payment shall be in accordance with the provisions of the Nevada Business Corporation Act; or


(B)

issue such additional fraction of a share as is necessary to increase the fractional share to a full share; or


(C)

execute and deliver registered or bearer scrip over the manual or facsimile signature of an officer of the corporation or of its agent for that purpose, exchangeable as provided on the scrip for full share certificates, but the scrip does not entitle the holder to any rights as a stockholder except as provided on the scrip.  The scrip may contain any other provisions or conditions, as permitted by the Nevada Business Corporation Act, that the corporation, by resolution of the Board of Directors, deems advisable.


2.4

Cancellation of Outstanding Certificates and Issuance of New Certificates: Order of Surrender; Penalties for Failure to Comply.  All certificates surrendered to the corporation for transfer shall be canceled and no



2



new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and canceled, except as hereinafter provided with respect to lost, stolen or destroyed certificates.


When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason, in the discretion of the Board of Directors, to cancel any outstanding certificate for shares and issue a new certificate therefore conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors.  Such order may provide that no holder of any such certificate so ordered to be surrendered shall be entitled to vote or to receive dividends or exercise any of the other rights of stockholders of record until he shall have complied with such order, but such order shall only operate to suspend such rights after notice and until compliance.  The duty of surrender of any outstanding certificates may also be enforced by action at law.


2.5

Consideration for Shares: Types; Adequacy; Effect of Receipt; Actions of Corporation Pending Receipt in Future.


(A)

The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including, but not limited to, cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.


(B)

Before the corporation issues shares, the Board of Directors must determine that the consideration received or to be received for the shares to be issued is adequate.  The judgment of the Board of Directors as to the adequacy of the consideration received for the shares issued is conclusive in the absence of actual fraud in the transaction.


(C)

When the corporation receives the consideration for which the Board of Directors authorized the issuance of shares, the shares issued therefore are fully paid.


(D)

The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make any other arrangements to restrict the transfer of the shares.  The corporation may credit distributions made for the shares against their purchase price, until the services are performed, the benefits are received or the promissory note is paid.  If the services are not performed, the benefits are not received or the promissory note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or in part.


2.6

Stockholder's Liability: No Individual Liability Except for Payment for which Shares were Authorized to be Issued or which was Specified in Subscription Agreement.  Unless otherwise provided in the articles of incorporation, no stockholder of the corporation is individually liable for the debts or liabilities of the corporation.  A purchaser of shares of stock from the corporation is not liable to the corporation or its creditors with respect to the shares, except to pay the consideration for which the shares were authorized to be issued or which was specified in the written subscription agreement.


2.7

Lost, Stolen, or Destroyed Certificates.  Any stockholder claiming that his certificate for shares is lost, stolen,  or destroyed may make an affidavit or affirmation of the fact and lodge the same with the Secretary of the corporation, accompanied by a signed application for a new certificate.  Thereupon, and upon the giving of a satisfactory bond of indemnity to the corporation, a new certificate may be issued of the same tenor and representing the same number of shares as were represented by the certificate alleged to be lost, stolen or destroyed.  The necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation, unless the corporation shall have a transfer agent, in which case the transfer agent shall determine the necessity for such bond and the amount required.


2.8

Transfer of Shares.  Subject to the terms of any stockholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancellation of a certificate or certificates for a like number of shares.  Upon presentation and surrender of a certificate for shares properly endorsed and payment of all taxes therefore, the



3



transferee shall be entitled to a new certificate or certificates in lieu thereof.  As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the statutes of the State of Nevada.


2.9

Restrictions on Transfer of Shares.  


The Corporation will be governed by each of the following restrictions:


(A)  

No shares maybe transferred except with the prior approval of the directors, who

may in their absolute discretion refuse to register the transfer of any shares, such approval to be evidenced by a resolution of the directors.


(B)

There shall not be any invitation to the public to subscribe for any shares or debt obligations of the corporation


(C)

The number of shareholders of the Corporation exclusive of:


(i) persons who are in the employment of the Corporation or of an affiliate of the Corporation

(ii) persons who, having formerly been in the employment of the Corporation or an affiliate of the Corporation, were, while in that employment, shareholders of the Corporation and have continued to be shareholders of the Corporation after termination of that employment, is limited to not more than 50 persons, two or more persons who are joint registered owners of one or more shares being counted as one shareholder.


2.10

Transfer Agent.  Unless otherwise specified by the Board of Directors by resolution, the Secretary of the corporation shall act as transfer agent of the certificates representing the shares of stock of the corporation.  He shall maintain a stock transfer book, the stubs of which shall set forth among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer.  Subject to Section 3.7, the names and addresses of the stockholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the stockholders of record and as such entitled to receive notice of the meetings of stockholders; to vote at such meetings; to examine the list of the stockholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property or rights deriving from such shares against the corporation.  Each stockholder shall be responsible for notifying the Secretary in writing of any change in his name or address and failure so to do will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing on the stub of the stock transfer book.


2.11

Close of Transfer Book and Record Date.  For the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the Board of Directors may prescribe a period not exceeding sixty (60) days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a day not more than sixty (60) days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meetings shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting.  When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.


ARTICLE III

STOCKHOLDERS AND MEETINGS THEREOF


3.1

Stockholders of Record.  Only stockholders of record on the books of the corporation shall be entitled to be treated by the corporation as holders in fact of the shares standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of



4



any other person, firm or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the Nevada Business Corporation Act.


3.2

Meetings.  Meetings of stockholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of Nevada, as specified from time to time by the Board of Directors.  If the Board of Directors shall specify another location such change in location shall be recorded on the notice calling such meeting.


3.3

Annual Meeting.  The annual meeting of stockholders of the corporation for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held on such date, and at such time and place as the Board of Directors shall designate by resolution.  If the election of directors shall not be held within the time period designated herein for any annual meeting of the stockholders, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as may be convenient.  Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.


3.4

Special Meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, by a majority of the Board of Directors, or by the person or persons authorized by resolution of the Board of Directors.


3.5

Actions at Meetings Not Regularly Called: Ratification and Approval.  Whenever all stockholders entitled to vote at any meeting consent, either by (i) a writing on the records of the meeting or filed with the Secretary; or (ii) presence at such meeting and oral consent entered on the minutes; or (iii) taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.  At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.


If a meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all stockholders having the right to vote at such meeting.


Such consent or approval of stockholders may be made by proxy or attorney, but all such proxies and powers of attorney must be in writing.


3.6

Notice of Stockholders' Meeting: Signature; Contents; Service.


(A)

The notice of stockholders' meetings shall be in writing and signed by the President or a Vice President, or the Secretary, or the Assistant Secretary, or by such other person or persons as designated by the Board of Directors.  Such notice shall state the purpose or purposes for which the meeting is called and the time when, and the place, which may be within or without the State of Nevada, where it is to be held.


A copy of such notice shall be either delivered personally to, or shall be mailed postage prepaid to, or shall be sent by telecopy to, each stockholder of record entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before such meeting.  If mailed, it shall be directed to a stockholder at his address as it appears on the records of the corporation, and upon such mailing of any such notice the service thereof shall be complete, and the time of the notice shall begin to run from the date upon which such notice is deposited in the mail for transmission to such stockholder.  Personal delivery of any such notice to any officer of a corporation or association, or to any member of a partnership, shall constitute delivery of such notice to such corporation, association, or partnership.  If sent by telecopy, it shall be evidenced by proof of transmission to the intended recipient.


Notice duly delivered or mailed to a stockholder in accordance with the provisions of this section shall be deemed sufficient, and in the event of the transfer of his stock after such delivery or mailing and prior to the holding of the meeting, it shall not be necessary to deliver or mail notice of the meeting upon the transferee.




5



(B)

Unless otherwise provided in the Articles of Incorporation or these Bylaws, whenever notice is required to be given, under any provision of Nevada law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom:

(i)

Notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to him during the period between those two consecutive annual meetings; or


(ii)

All, and at least two, payments sent by first-class mail of dividends or interest on securities during a 12-month period, have been mailed addressed to him at his address as shown on the records of the corporation and have been returned undeliverable, the giving of further notices to him is not required.  Any action or meeting taken or held without notice to such a stockholder has the same effect as if the notice had been given.  If any such stockholder delivers to the corporation a written notice setting forth his current address, the requirement that notice be given to him is reinstated.  


3.7

Waiver of Notice.  Whenever any notice whatever is required to be given to stockholders, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.


3.8

Voting Record.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten (10) days before such meeting of stockholders, a complete record of the stockholders entitled to vote at each meeting of stockholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each.  The record, for a period of ten (10) days prior to such meeting, shall be kept on file at the principal office of the corporation, whether within or without the State of Nevada, and shall be subject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours.  Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any stockholder during the whole time of the meeting for the purposes thereof.


The original stock transfer books shall be the prima facie evidence as to who are the stockholders entitled to examine the record or transfer books or to vote at any meeting of stockholders.


3.9

Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of stockholders, except as otherwise provided by the Nevada Business Corporation Act and the Articles of Incorporation.  In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.


3.10

Organization.  The Board of Directors shall elect a chairman from among the directors to preside at each meeting of the stockholders.  The Board of Directors shall elect a secretary to record the discussions and resolutions of each meeting.


3.11

Manner of Acting.  If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the vote of a greater proportion or number or voting by classes is otherwise required by statute or by the Articles of Incorporation or these Bylaws.


3.12

Stockholders' Proxies.


(A)

At any meeting of the stockholders of the corporation any stockholder may designate another person or persons to act as a proxy or proxies.  If any stockholder designates two or more persons to act as proxies, a majority of those persons present at the meeting, or, if only one is present, then that one has and may exercise all of the powers conferred by the stockholder upon all of the persons so designated unless the stockholder provides otherwise.




6



(B)

Without limiting the manner in which a stockholder may authorize another person or persons to act for him as proxy pursuant to subsection (A), the following constitute valid means by which a stockholder may grant such authority:


(i)

A stockholder may execute a writing authorizing another person or persons to act for him as proxy.  Execution may be accomplished by the signing of the writing by the stockholder or his authorized officer, director, employee, or agent or by causing the signature of the stockholder to be affixed to the writing by any reasonable means, including, but not limited to, a facsimile signature.


(ii)

A stockholder may authorize another person or persons to act for him as proxy by transmitting or authorizing the transmission of a telegram, cablegram, or other means of electronic transmission to the person who will be the holder of the proxy or to a firm that solicits proxies or like agent who is authorized by the person who will be the holder of the proxy to receive the transmission.  Any such telegram, cablegram or other means of electronic transmission must either set forth or be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the stockholder.  If it is determined that the telegram, cablegram, or other electronic transmission is valid, the persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots or other persons making those determinations must specify the information upon which they relied.


(C)

Any copy, communication by telecopier, or other reliable reproduction of the writing or transmission created pursuant to subsection (B), may be substituted for the original writing or transmission for any purpose for which the original writing or transmission could be used, if the copy, communication by telecopier, or other reproduction is a complete reproduction of the entire original writing or transmission.


(D)

No such proxy is valid after the expiration of six (6) months from the date of its creation, unless it is coupled with an interest, or unless the stockholder specifies in it the length of time for which it is to continue in force, which may not exceed seven (7) years from the date of its creation.  Subject to these restrictions, any proxy properly created is not revoked and continues in full force and effect until another instrument or transmission revoking it or a properly created proxy bearing a later date is filed with or transmitted to the secretary of the corporation or another person or persons appointed by the corporation to count the votes of stockholders and determine the validity of proxies and ballots.


3.13

Voting of Shares.  Unless otherwise provided by the Articles of Incorporation or these Bylaws, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of stockholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter.


3.14

Voting by Ballot.  Voting on any question or in any election may be by voice vote unless the presiding officer shall order or any stockholder shall demand that voting be by ballot.


3.15

Cumulative Voting.  No stockholder shall be permitted to cumulate his votes in the election of directors or for any other matter voted upon by stockholders.


3.16

Consent of Stockholders in Lieu of Meeting.  Any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that:


(A)

If any greater proportion of voting power is required for such action at a meeting, then the greater proportion of written consents is required; and


(B)

This general provision for action by written consent does not supersede any specific provision for action by written consent contained in the Articles of Incorporation, these Bylaws, or the Nevada Business Corporation Act.


In no instance where action is authorized by written consent need a meeting of stockholders be called or notice given.  The written consent must be filed with the minutes of the proceedings of the stockholders.




7




3.17

Maintenance of Records at Registered Office; Inspection and Copying of Records.


(A)

The corporation shall keep a copy of the following records at its registered office:


(i)

a copy certified by the Nevada Secretary of State of its Articles of Incorporation, and all amendments thereto;


(ii)

a copy certified by an officer of the corporation of its Bylaws and all amendments thereto; and


(ii)

a stock ledger or a duplicate stock ledger, revised annually, containing the names, alphabetically arranged, of all persons who are stockholders of the corporation, showing their places of residence, if known, and the number of shares held by them respectively.  In lieu of the stock ledger or duplicate stock ledger, the corporation may keep a statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete post office address, including street and number, if any, where the stock ledger or duplicate stock ledger specified in this section is kept.


(B)

The corporation shall maintain the records required by subsection (A) in written form or in another form capable of conversion into written form within a reasonable time.


(C)

Any person who has been a stockholder of record of the corporation for at least six (6) months immediately preceding his demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least five (5) days' written demand is entitled to inspect in person or by agent or attorney, during usual business hours, the stock ledger or duplicate stock ledger, whether kept in the registered office of the corporation in Nevada or elsewhere, and to make extracts therefrom.  Holders of voting trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection.

(D)

An inspection authorized by subsection (C) may be denied to a stockholder or other person upon his refusal to furnish to the corporation an affidavit that the inspection is not desired for a purpose which is in the interest of a business or object other than the business of the corporation and that he has not at any time sold or offered for sale any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record of stockholders for any such purpose.


(E)

In every instance where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney executed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.


(F)

The right to copy records under subsection (C) includes, if reasonable, the

right to make copies by photographic, photocopy, or other means.


(G)

The corporation may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any documents provided to the stockholder.


ARTICLE IV

DIRECTORS


4.1

Board of Directors.  The business and affairs of the corporation shall be managed by a board of not less than one (1) nor more than eight (8) directors who shall be natural persons of at least eighteen (18) years of age but who need not be stockholders of the corporation or residents of the State of Nevada and who shall be elected at the annual meeting of stockholders or some adjournment thereof.  Each director shall hold office until the next succeeding annual meeting of stockholders and until his successor shall have been elected and shall qualify or until his death or until he shall resign or shall have been removed.  The Board of Directors may increase or decrease the number of directors by resolution.




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4.2

General Powers.  The business and affairs of the corporation shall be managed by the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.  The directors shall pass upon any and all bills or claims of officers for salaries or other compensation and, if deemed advisable, shall contract with officers, employees, directors, attorneys, accountants, and other persons to render services to the corporation.


Any contract or conveyance, otherwise lawful, made in the name of the corporation, which is authorized or ratified by the Board of Directors, or is done within the scope of the authority, actual or apparent, given by the Board of Directors, binds the corporation, and the corporation acquires rights thereunder, whether the contract is executed or is wholly or in part executory.


4.3

Regular Meetings.  A regular, annual meeting of the Board of Directors shall be held at the same place as, and immediately after, the annual meeting of stockholders, and no notice shall be required in connection therewith.  The annual meeting of the Board of Directors shall be for the purpose of electing officers and the transaction of such other business as may come before the meeting.  The Board of Directors may provide, by resolution, the time and place, either within or without the State of Nevada, for the holding of additional regular meetings without other notice than such resolution.


4.4

Special Meetings.  Special meetings of the Board of Directors or any committee thereof may be called by or at the request of the President or any two directors or, in the case of a committee, by any member of that committee.  The person or persons authorized to call special meetings of the Board of Directors or committee may fix any place, either within or without the State of Nevada, the date, and the hour of the meeting and the business proposed to be transacted at the meeting as the place for holding any special meeting of the Board of Directors or committee called by them.


4.5

Actions at Meetings Not Regularly Called: Ratification and Approval.  Whenever all directors entitled to vote at any meeting consent, either by (i) a writing on the records of the meeting or filed with the Secretary; or (ii) presence at such meeting and oral consent entered on the minutes; or (iii) taking part in the deliberations at such meeting without objection; the doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.  At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.


If a meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all directors having the right to vote at such meeting.


4.6

Notice of Directors’ Meetings.  Written notice of any special meeting of the Board of Directors or any committee thereof shall be given as follows:


(A)

By mail to each director at his business address at least three (3) days prior to the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid;


(B)

By personal delivery or telegram at least twenty-four (24) hours prior to the meeting to the business address of each director, or in the event such notice is given on a Saturday, Sunday, or holiday, to the residence address of each director.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company; or


(C)

By telecopy providing proof of transmission to the intended recipient.


Such notice shall state the place, date, and hour of the meeting and the business proposed to be transacted at the meeting.




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4.7

Waiver of Notice.  Whenever any notice whatever is required to be given to directors, a waiver thereof in writing, signed by the person or persons entitled to the notice, whether before or after the time stated therein, shall be deemed equivalent thereto.


4.8

Quorum.  Unless the Articles of Incorporation or these Bylaws provide for a different proportion, a majority of the number of directors then holding office or, in the case of a committee, then constituting such committee, at a meeting duly assembled is necessary to constitute a quorum for the transaction of business, but a smaller number may adjourn from time to time without further notice, until a quorum is secured.


4.9

Organization.  The Board of Directors shall elect a chairman from among the directors to preside at each meeting of the Board of Directors and committee thereof.  The Board of Directors or committee shall elect a secretary to record the discussions and resolutions of each meeting.


4.10

Manner of Acting.  The act of directors holding a majority of the voting power of the Board of Directors or, in the case of a committee of the Board of Directors, present at a meeting at which a quorum is present, shall be the act of the Board of Directors, unless the act of a greater number is required by the Nevada Business Corporation Act or by the Articles of Incorporation or these Bylaws.


4.11

Participation by Telephone or Similar Method.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, members of the Board of Directors or any committee designated by the Board of Directors may participate in a meeting of such board or committee by means of a telephone conference or similar method of communication by which all persons participating in the meeting can hear and converse with each other.  Participation in a meeting pursuant to this section constitutes presence in person at such meeting.  Each person participating in the meeting shall sign the minutes thereof.  The minutes may be signed in counterparts.


4.12

Consent of Directors in Lieu of Meeting.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all the members of the board or such committee.  Such written consent shall be filed with the minutes of proceedings of the board or committee.


4.13

Vacancies.


(A)

Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and shall hold such office until his successor is duly elected and shall qualify.  Any directorship to be filled by reason of an increase in the number of directors shall be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum, or by an election at an annual meeting, or at a special meeting of stockholders called for that purpose.  A director chosen to fill a position resulting from an increase in the number of directors shall hold office only until the next election of directors by the stockholders, and until his successor shall be elected and shall qualify.


(B)

Unless otherwise provided in the Articles of Incorporation, when one or more directors give notice of his or their resignation to the board, effective at a future date, the board may fill the vacancy or vacancies to take effect when the resignation or resignations become effective, each director so appointed to hold office during the remainder of the term of office of the resigning director or directors.


4.14

Compensation.  By resolution of the Board of Directors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.


4.15

Removal of Directors.  Any director may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting



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power, except that the Articles of Incorporation may require the concurrence of a larger percentage of the stock entitled to voting power in order to remove a director.


4.16

Resignations.  A director of the corporation may resign at any time by giving written notice to the Board of Directors, President or Secretary of the corporation.  The resignation shall take effect upon the date of receipt of such notice, or at such later time specified therein.  The acceptance of such resignation shall not be necessary to make it effective, unless the resignation requires such acceptance to be effective.


ARTICLE V

OFFICERS


5.1

Number.  The officers of the corporation shall be a President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors.  Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors.  Any two or more offices may be held by the same person.


5.2

Election and Term of Office.  The officers of the corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the stockholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as practicable.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.


5.3

Removal.  Any officer or agent may be removed by the Board of Directors, for cause or without cause, whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.


5.4

Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.  In the event of absence or inability of any officer to act, the Board of Directors may delegate the powers or duties of such officer to any other officer, director, or person whom it may select.


5.5

Powers.  The officers of the corporation shall exercise and perform the respective powers, duties and functions as are stated below, and as may be assigned to them by the Board of Directors.


(A)

President.  The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall have general supervision, direction and control over all of the business and affairs of the corporation.  The President shall, when present, and in the absence of a Chairman of the Board, preside at all meetings of the stockholders and of the Board of Directors.  The President may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.


(B)

Vice President.  If elected or appointed by the Board of Directors, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their election) shall, in the absence of the President or in the event of his death, inability or refusal to act, perform all duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice President may sign, with the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors.




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(C)

Secretary.  The Secretary shall: keep the minutes of the proceedings of the stockholders and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; keep a register of the post office address of each stockholder which shall be furnished to the Secretary by such stockholder; sign with the Chairman or Vice Chairman of the Board of Directors, or the President, or a Vice President, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.


(D)

Assistant Secretary.  The Assistant Secretary, when authorized by the Board of Directors, may sign with the Chairman or Vice Chairman of the Board of Directors or the President or a Vice President certificates for shares of the corporation the issuance of which shall have been authorized by a resolution of the Board of Directors.  An Assistant Secretary, at the request of the Secretary, or in the absence or disability of the Secretary, also may perform all of the duties of the Secretary.  An Assistant Secretary shall perform such other duties as may be assigned to him by the President or by the Secretary.


(E)

Treasurer.  The Treasurer shall: have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws; and keep accurate books of accounts of the corporation's transactions, which shall be the property of the corporation, and shall render financial reports and statements of condition of the corporation when so requested by the Board of Directors or President.  The Treasurer shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the President or the Board of Directors.  In the absence or disability of the President and Vice President or Vice Presidents, the Treasurer shall perform the duties of the President.


(F)

Assistant Treasurer.  An Assistant Treasurer may, at the request of the Treasurer, or in the absence or disability of the Treasurer, perform all of the duties of the Treasurer.  He shall perform such other duties as may be assigned to him by the President or by the Treasurer.


5.6

Compensation.  All officers of the corporation may receive salaries or other compensation if so ordered and fixed by the Board of Directors.  The Board shall have authority to fix salaries and other compensation in advance for stated periods or render the same retroactive as the Board may deem advisable.  No officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the corporation.


5.7

Bonds.  If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful performance of their respective duties and offices.


ARTICLE VI

PROVISIONS APPLICABLE TO OFFICERS AND DIRECTORS GENERALLY


6.1

Exercise of Powers and Performance of Duties by Directors and Officers.  Directors and officers of the corporation shall exercise their powers, including, in the case of directors, powers as members of any committee of the board upon which they may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.  In performing their respective duties, directors and officers shall be entitled to rely on information, opinions, reports books of account or statements, including financial statements and other financial data, in each case prepared or presented by persons and groups listed in subsections (A), (B) and (C) of this section; but a director or officer shall not be entitled to rely on such information if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted.  Those persons and groups on whose information, opinions, reports, and statements a director or officer is entitled to rely upon are:




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(A)

One or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters prepared or presented;


(B)

Counsel, public accountants, or other persons as to matters which the director or officer reasonably believes to be within such persons' professional or expert competence; or


(C)

A committee of the board upon which he does not serve, duly established in accordance with the provisions of the Articles of Incorporation or these Bylaws, as to matters within its designated authority and matters on which committee the director or officer reasonably believes to merit confidence.


6.2

Restrictions on Transactions Involving Interested Directors or Officers; Compensation of Directors.


(A)

No contract or other transaction between the corporation and one or more of its directors or officers, or between the corporation and any corporation, firm, or association in which one or more of its directors or officers are directors or officers or are financially interested, is void or voidable solely for this reason or solely because any such director or officer is present at the meeting of the Board of Directors or a committee thereof that authorizes or approves the contract or transaction, or because the vote or votes of common or interested directors are counted for that purpose, if the circumstances specified in any of the following paragraphs exist:


(i)

The fact of the common directorship, office or financial interest is disclosed or known to the Board of Directors or committee and noted in the minutes, and the board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors.


(ii)

The fact of the common directorship, office or financial interest is disclosed or known to the stockholders, and they approve or ratify the contract or transaction in good faith by a majority vote of stockholders holding a majority of the voting power.  The votes of the common or interested directors or officers must be counted in any such vote of stockholders.


(iii)

The fact of the common directorship, office or financial interest is not disclosed or known to the director or officer at the time the transaction is brought before the Board of Directors of the corporation for action.


(iv)

The contract or transaction is fair as to the corporation at the time it is authorized or approved.


(B)

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies a contract or transaction, and if the votes of the common or interested directors are not counted at the meeting, then a majority of the disinterested directors may authorize, approve, or ratify a contract or transaction.



6.3

Indemnification of Officers, Directors, Employees and Agents; Advancement of Expenses.


(A)

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses, including attorneys' fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit, or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself, create a presumption that the person did not act in good faith and in a manner which he



13



reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.


(B)

The corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation.  Indemnification may not be made for any claim, issue, or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.


(C)

To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections (A) and (B), or in defense of any claim, issue, or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.


(D)

Any indemnification under subsections (A) and (B), unless ordered by a court or advanced pursuant to subsection (E), must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances.  The determination must be made:


(i)

By the stockholders;


(ii)

By the Board of Directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;


(iii)

If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or


(iv)

If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.


(E)

The Articles of Incorporation, these Bylaws, or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation.  The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.


(F)

The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:


(i)

Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Incorporation or any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection (B) or for the advancement of expenses made pursuant to subsection (E), may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud, or a knowing violation of the law and was material to the cause of action.



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(ii)

Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors, and administrators of such a person.


ARTICLE VII

DIVIDENDS; FINANCE


7.1

Dividends.  The Board of Directors from time to time may declare and the corporation may pay dividends on its outstanding shares upon the terms and conditions and in the manner provided by the Nevada Business Corporation Act and the Articles of Incorporation.


7.2

Reserve Funds.  The Board of Directors, in its discretion, may set aside from time to time, out of the net profits or earned surplus of the corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the corporation, and for any other purpose.


7.3

Banking.  The moneys of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies, as the Board of Directors shall designate, and may be drawn out only on checks signed in the name of the corporation by such person or persons as the Board of Directors, by appropriate resolution, may direct.  Notes and commercial paper, when authorized by the Board, shall be signed in the name of the corporation by such officer or officers or agent or agents as shall be authorized from time to time.



ARTICLE VIII

CONTRACTS, LOANS, AND CHECKS


8.1

Execution of Contracts.  Except as otherwise provided by statute or by these Bylaws, the Board of Directors may authorize any officer or agent of the corporation to enter into any contract, or execute and deliver any instrument in the name of, and on behalf of the corporation.  Such authority may be general or confined to specific instances.  Unless so authorized, no officer, agent, or employee shall have any power to bind the corporation for any purpose, except as may be necessary to enable the corporation to carry on its normal and ordinary course of business.


8.2

Loans.  No loans shall be contracted on behalf of the corporation and no negotiable paper or other evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors.  When so authorized, any officer or agent of the corporation may effect loans and advances at any time for the corporation from any bank, trust company, or institution, firm, corporation, or individual.  An agent so authorized may make and deliver promissory notes or other evidence of indebtedness of the corporation and may mortgage, pledge, hypothecate, or transfer any real or personal property held by the corporation as security for the payment of such loans.  Such authority, in the Board of Directors' discretion, may be general or confined to specific instances.


8.3

Checks.  Checks, notes, drafts, and demands for money or other evidence of indebtedness issued in the name of the corporation shall be signed by such person or persons as designated by the Board of Directors and in the manner prescribed by the Board of Directors.


8.4

Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.


ARTICLE IX

FISCAL YEAR


The fiscal year of the corporation shall be the year adopted by resolution of the Board of Directors.




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ARTICLE X

CORPORATE SEAL


The Board of Directors may provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "CORPORATE SEAL."




ARTICLE XI

AMENDMENTS


Any Article or provision of these Bylaws may be altered, amended or repealed, and new Bylaws may be adopted by a majority of the directors present at any meeting of the Board of Directors of the corporation at which a quorum is present.



ARTICLE XII

COMMITTEES


12.1

Appointment.  The Board of Directors by resolution adopted by a majority of the full Board, may designate one or more committees, which, to the extent provided in the resolution or resolutions or in these Bylaws, have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers on which the corporation desires to place a seal.  The designation of such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.


12.2

Name.  The committee or committees must have such name or names as may be stated in these Bylaws or as may be determined from time to time by resolution adopted by the Board of Directors.


12.3

Membership.  Each committee must include at least one director.  Unless the Articles of Incorporation or these Bylaws provide otherwise, the board of directors may appoint natural persons who are not directors to serve on committees.


12.4

Procedure.  A committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws.  It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting thereof held next after the proceedings shall have been taken.


12.5

Meetings.  Regular meetings of a committee may be held without notice at such time and places as the committee may fix from time to time by resolution.  Provisions relating to the call of special meetings, notice requirements for special meetings, waiver of notice, quorum requirements relating to meetings, and method of taking action by a committee, are provided in Article IV hereof.


12.6

Vacancies.  Any vacancy in a committee may be filled by a resolution adopted by a majority of the full Board of Directors.


12.7

Resignations and Removal.  Any member of a committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors.  Any member of a committee may resign from such committee at any time by giving written notice to the President or Secretary of the corporation, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.





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CERTIFICATE


I hereby certify that the foregoing Bylaws, consisting of 20 pages, including this page, constitute the Bylaws of Cascade Springs Ltd approved by the Board of Directors of the corporation effective as of January 20, 2011.



                                                                                                     /s/ William Delahunte

  ___________________________________

   William Delahunte, President and Secretary









EXHIBIT 5.1


OPINION OF THE LAW OFFICES OF WILLIAM B. BARNETT, P.C.

RE: THE LEGALITY OF THE SHARES BEING REGISTERED

(AND WILL ALSO INCLUDE EXHIBIT 23.1)


To be filed.







[exhibit231001.jpg]




EXHIBIT  23.3


CONSENT OF GEOLOGIST



This Consent of Geologist (the "Consent") is granted this 9th day of  June 2011 by  Charles P. Watson, (the “Geologist") to Cascade Springs Ltd., a Nevada corporation (the "Company"), to be effective as of the date of signing.


 

Pursuant to Item 601(b)(23) of Regulation S-B, the Geologist hereby authorizes the Company to use, summarize and reference any professional works, publications, reviews and/or estimates produced by the Geologist for the purposes of filing a Registration Statement on Form S-1 with the Securities and Exchange Commission, to be made publicly available. Additionally, Geologist consents to the use of the Company's summary of the Geologist’s  “Claim Staking of the Mineral Rights for the Montana de Oro 1-4 Lode Mining Claims, Esmeralda County, Nevada,”, dated October 26,  2010, contained throughout the Company's Form S-1 Registration Statement, filed herewith.  Also Geologist consents to the use of the Company's summary of the Geologist’sPhase 1 Reconnaissance Sampling Report of the Montana do Oro 1-6 Mining Claims, Esmeralda County, Nevada. dated February 23,  2011”, contained throughout the Company's Form S-1 Registration Statement, filed herewith.


       

* * * * *

 

IN WITNESS WHEREOF, Charles P. Watson, hereby consents to the aforesaid conditions and circumstances and agrees to be named in the Form S-1 Registration Statement pursuant to Section 7(a) of the Securities Act.


 

By: /s/ Charles P. Watson

 

       Charles P. Watson