Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_____________________________

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BEARING MINERAL EXPLORATION, INC.
(Name of small business issuer in its charter)

Nevada   1081  
(State or Other Jurisdiction of Organization)   (Primary Standard Industrial Classification Code)  

 

  _____________________________

 

92 Wishing Well Drive
Toronto, Ontario
Canada M1T 1J4
(416) 816-6219
(Address and telephone number of registrant's executive office)

Val-U-Corp Services, Inc.
1802 North Carson Street, Suite 212
Carson City, Nevada 89701
(775) 887-8853
(Name, address and telephone Number of agent for service)


Copies to:


The Law Office of Conrad C. Lysiak, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

If any of the securities being registered on the 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 common stock for an offering under Rule 462(b) of the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed under Rule 462(c) of 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.

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer     ¨   Accelerated Filer     ¨
Non-accelerated Filer     ¨ Smaller reporting company   x
(Do not check if a smaller reporting company)      


 

 


 

  CALCULATION OF REGISTRATION FEE  
 
  Securities to be   Amount To Be   Offering Price Per   Aggregate Offering       Registration Fee  
  Registered   Registered   Share   Price       [1]  
  Common Stock by                    
  Selling Shareholders:   2,668,750   $   0.15   $   400,312   $     15.73   
 
  Total   2,668,750   $   0.15   $   400,312   $     15.73  
 
  [1]   Estimated solely for purposes of calculating the registration fee under Rule 457.  

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON 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 DATES AS THE COMMISSION, ACTING UNDER SAID SECTION 8(a), MAY DETERMINE.

 

 

 

 

 

 

 

 

 

 

 

 

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Prospectus

BEARING MINERAL EXPLORATION, INC.

      We are registering for sale by selling shareholders 2,668,750 shares of common stock. We will not receive any proceeds from the shares sold by the selling shareholders.

      The sales price to the public is fixed at $0.15 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the Financial Industry Regulatory Authority or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale.

     Our shares of common stock are not traded anywhere.

     Investing in our common stock involves risks. See "Risk Factors" starting at page 6.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. It is illegal to tell you otherwise.

The date of this prospectus is ____________________.

 

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS
  Page No.  
Summary of Prospectus   5  
 
Risk Factors   6  
 
Use of Proceeds   10  
 
Determination of Offering Price   10  
 
Dilution of the Price You Pay for Your Shares   10  
 
Plan of Distribution; Terms of the Offering   10  
 
Business   14  
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations   25  
 
Management   29  
 
Executive Compensation   30  
 
Principal Shareholders   32  
 
Description of Securities   35  
 
Certain Transactions   36  
 
Litigation   36  
 
Experts   37  
 
Legal Matters   37  
 
Financial Statements   37  

 

 

 

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SUMMARY OF OUR OFFERING

Our Business

      We were incorporated on June 11, 2008. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. We intend to conduct exploration activities on one claim located in the Province of Newfoundland, Canada. Record title to the claim upon which we intend to conduct exploration activities is held the name of Gerhard Schlombs, our president. The claim consists of nine cells containing 556 acres. We intend to explore for gold on the claim.

      We have no revenues, have a loss since inception, have minimal operations, and have been issued a going concern opinion.

      Our administrative office is located at 92 Wishing Well Drive, Toronto, Ontario, Canada M1T 1J4 and our telephone number is (416) 816-6219. Our registered statutory office is located at suite 212, 1802 North Carson City, Nevada 89701. Our mailing address is the same as our administrative office, at 92 Wishing Well Drive, Toronto, Ontario, Canada M1T 1J4.

      Management or affiliates thereof, will not purchase shares in this offering in order to reach the minimum.

The Offering

     Following is a brief summary of this offering:

Securities being offered by selling shareholders   2,668,750 shares of common stock  
Offering price per share    $ 0.15  
Net proceeds to us   None  
Number of shares outstanding before the offering   5,968,750  
Number of shares outstanding after the offering if all of the shares are sold 5,958,750

Selected Financial Data

      The following financial information summarizes the more complete historical financial information at the end of this prospectus.

    As of October 31, 2008  
 
Balance Sheet      
Total Assets   $   38,117  
Total Liabilities   $   8,746  
Stockholders’ Equity   $   29,371  

 

 

 

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    June 11, 2008  
    (Inception) to  
    October 31, 2008  
 
Income Statement        
Revenue   $   0  
Total Expenses   $   11,642  
Net Loss   $   (11,642 )  

 

 

RISK FACTORS

      Please consider the following risk factors before deciding to invest in our common stock. We discuss all material risks in the risk factors.

Risks associated with BEARING MINERAL EXPLORATION, INC.

      1. Because there is substantial doubt about our ability to continue as a going concern, there is substantial uncertainty we will continue activities in which case you could lose your investment.

      Our financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations and to determine the existence, discovery and successful exploitation of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at October 31, 2008, the Company has an accumulated deficit of $11,642. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accordingly, these factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

      2. Because the probability of an individual prospect ever having reserves is extremely remote, any funds spent on exploration will probably be lost.

      The probability of an individual prospect ever having reserves is extremely remote. In all probability, the claim does not contain any reserves. As such, any funds spent on exploration will probably be lost which may result in a loss of your investment.

 

 

 

 

 

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      3. Our management has no technical training and experience in mineral activities and consequently our activities, earnings and ultimate financial success could be irreparably harmed.

      Our management has no technical training and experience with exploring for, starting, and operating a mineral exploration program. With no direct training or experience in these areas, management may not be fully aware of many of the specific requirements related to working within the industry. Management’s decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our activities, earnings and ultimate financial success could suffer irreparable harm due to management’s lack of experience in the industry.

      4. We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities.

      We were incorporated on June 11, 2008, and we have started our proposed business activities, but not realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $11,642. The loss was a result of the payment of fees for staking our claims, incorporation, legal and accounting. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

*      

our ability to locate a profitable mineral claim

 
*      

our ability to generate revenues

 
*      

our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. As a result, we may not generate revenues in the future. Failure to generate revenues will cause us to suspend or cease activities.

      5. Because we will have to spend additional funds to determine if we have a reserve, if we can’t raise the money we will have to cease operations and you could lose your investment.

      Even if we complete our current exploration program and are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve.

      6. Because our management only has limited technical training or experience in exploring for, starting, and operating an exploration program, management’s decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. As a result, we may have to suspend or cease activities which will result in the loss of your investment.

 

 

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      Our management has limited experience with exploring for, starting, and operating an exploration program. Further, our management has no direct training or experience in these areas and as a result may not be fully aware of many of the specific requirements related to working within the industry. Management’s decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently our activities, earnings and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry. As a result we may have to suspend or cease activities which will result in the loss of your investment.

      7. Because we are small and do not have much capital, we may have to limit our exploration activity which may result in a loss of your investment.

      Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing reserve may go undiscovered. Without a reserve, we cannot generate revenues and you will lose your investment.

      8. We may not have access to all of the supplies and materials we need to begin exploration which could cause us to delay or suspend activities .

      Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

      9. Because Gerhard Schlombs has other outside business activities and will only be devoting 10% of his time or approximately four hours per week to our activities, our activities may be sporadic which may result in periodic interruptions or suspensions of exploration .

      Because Mr. Schlombs, our sole officer and director, has other outside business activities, he will be devoting only 10% of his time or four hours each week to our activities. Our activities may be sporadic and occur at times which are convenient to Mr. Schlombs. As a result, exploration of the claim may be periodically interrupted or suspended.

 

 

 

 

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Risks associated with this offering:

      10. Because our assets are located outside the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us.

      All or a substantial portion of our assets are located outside the United States. As a result, it may be difficult for an investor to affect service of process or enforce within the United States any judgments obtained against us or our sole officer and director, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our sole officer and director predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in Canada or other jurisdictions against us or our sole officer and director predicated upon the securities laws of the United States or any state thereof.

      11. Because we have only one officer and director who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.

      We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities Exchange Committee which ultimately could cause us to lose money.

      12. Because there is no public trading market for our common stock, you may not be able to resell your stock .

      There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system to resell your shares. If you do want to resell your shares, you will have to locate a buyer and negotiate your own sale.

      13. Because we may issue additional shares of common stock, your investment could be subject to substantial dilution.

      We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. In the future, if we do sell more common stock, your investment could be subject to dilution. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us.

 

 

 

 

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      14. Because our securities are subject to penny stock rules, you may have difficulty reselling your shares .

      Our shares as penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker-dealers who sell the Company’s securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker-dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker-dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder’s ability to dispose of his stock.

USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares of common stock in this offering.

     All proceeds from the sale of the shares of common stock will be received by the selling shareholders.

DETERMINATION OF OFFERING PRICE

      The price of the shares has been determined by our board of directors. We selected the $0.15 price for the sale of our shares of common stock. Currently there is no market for the shares and we wanted to give our shareholders the ability to sell their shares for the price equal to the last price paid by outside investors. If our shares are listed for trading on the Bulletin Board, the price of the shares will be established by the market.

DILUTION

      Since all of the shares of common stock being registered are already issued and outstanding, no dilution will result from this offering.

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

      There are thirty-three selling shareholders. They may be deemed underwriters. They may sell some or all of their common stock in one or more transactions, including block transactions:

1.      

On such public markets or exchanges as the common stock may from time-to-time be trading;

 
2.      

In privately negotiated transactions;

 
3.      

Through the writing of options on the common stock;

 
4.      

In short sales; or

 
5.      

In any combination of these methods of distribution.

 

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      The sales price to the public is fixed at $0.15 per share until such time as the shares of our common stock become traded on the Bulletin Board operated by the Financial Industry Regulatory Authority or another exchange. If our common stock becomes quoted on the Bulletin Board or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

1.      

The market price of our common stock prevailing at the time of sale;

 
2.      

A price related to such prevailing market price of our common stock; or

 
3.      

Such other price as the selling shareholders determine from time to time.

      The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144. The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker’s or dealer’s commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers.

      We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders. We are bearing all costs relating to the registration of the common stock, estimated to be $30,000. The selling shareholders, however, will pay commissions or other fees payable to brokers or dealers in connection with any sale of the common stock. The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act of 1934 in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1.      

Not engage in any stabilization activities in connection with our common stock;

 
2.      

Furnish each broker or dealer through which common stock may be offered, such as copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

  
3. Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934.

 

 

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      There is no assurance that any of the selling shareholders will sell any or all of the shares offered by them. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met.

      Of the 5,968,750 shares of common stock outstanding as of October 31, 2008, 3,300,000 are owned by Gerhard Schlombs, our sole officer and director and may only be resold pursuant to this registration statement or in compliance with Rule 144 of the Securities Act of 1933. Mr. Schlombs’s shares are not being registered in this registration statement.

      We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Exchange Act

      Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 and Rule 15g-9 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to brokers-dealers, they do not apply to us.

      Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules. Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.

      Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.

      Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.

      Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.

      Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.

 

 

 

 

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      Rule 15g-9 requires broker-dealers to approve the transaction for the customer's account; obtain a written agreement from the customer setting forth the identity and quantity of the stock being purchased; obtain from the customer information regarding his investment experience; make a determination that the investment is suitable for the investor; deliver to the customer a written statement for the basis for the suitability determination; notify the customer of his rights and remedies in cases of fraud in penny stock transactions; and, provide the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons. The application of the penny stock rules may affect your ability to resell your shares.

     The application of the penny stock rules may affect your ability to resell your shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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BUSINESS

General

      We were incorporated in the State of Nevada on June 11, 2008. We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. We intend to conduct exploration activities on one claim. We maintain our statutory registered agent’s office at Val-U-Corp Services, Inc., 1802 North Carson City, Suite 212, Nevada 89701. Our executive offices are located at 92 Wishing Well Drive, Toronto, Ontario, Canada M1T 1J4 and our telephone number is (416) 816-6219. This is our mailing address as well. Our executive offices are located in Gerhard Schlombs’s business office. Mr. Schlombs is our sole officer and director. He allows us to use this space on a rent-free basis.

      There is no assurance that a commercially viable mineral deposit exists on the claim and further exploration will be required before a final evaluation as to the economic feasibility is determined.

      We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause our plans to change.

Background

      In August, 2008, Mr. Schlombs acquired one mineral claim block (herein referred to as the Collins Lake property) containing nine Online Mineral Claims Staking cells in Newfoundland, Canada. Newfoundland allows a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by registering the claim area on the Newfoundland and Labrador Department of Natural Resources Online Mineral Claims Staking system. The Online Mineral Claims Staking system is the Internet-based Newfoundland system used to register, maintain and manage mineral claims. A cell is an area which appears electronically on the Newfoundland Internet Minerals Titles Online Grid and was formerly called a claim. A claim is a grant from the Crown of the available land within the cells to the holder to remove and sell minerals. The online grid is the geographical basis for the cell. Previously, the claim was established by sticking stakes in the ground to define the area and then recording the staking information. The staking system is now antiquated in Newfoundland and has been replaced with the online grid.

      Canadian jurisdictions allow a mineral explorer to claim a portion of available Crown lands as its exclusive area for exploration by registering the same on the Online Mineral Claims Staking system. In August 2008, Mr. Schlombs recorded his ownership in the Collins Lake property under the electronic mineral claim staking and recording procedures established in the province of Newfoundland/Labrador.

 

 

 

 

 

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      Mr. Schlombs executed a declaration of trust acknowledging that he holds the claim in trust for us and he will not deal with the claim in any way, except to transfer the claim to us. In the event that Mr. Schlombs transfers title to a third party, the declaration of trust will be used as evidence that he breached his fiduciary duty to us. Mr. Schlombs has not provided us with a signed or executed bill of sale in our favor.

      Mr. Schlombs will issue a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the claim. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal.

      Under Newfoundland law title to Newfoundland mining claims can only be held by Newfoundland residents. In the case of corporations, title must be held by a Newfoundland corporation. In order to comply with the law we would have to incorporate a Newfoundland wholly owned subsidiary corporation and obtain audited financial statements. We believe those costs would be a waste of our money at this time.

      In the event that we find mineralized material and the mineralized material can be economically extracted, we will form a wholly owned Newfoundland subsidiary corporation and Mr. Schlombs will convey title to the claim to the wholly owned subsidiary corporation. Should Mr. Schlombs transfer title to another person and that deed is recorded before we record our documents, that other person will have superior title and we will have none. If that event occurs, we will have to cease or suspend operations. However, Mr. Schlombs will be liable to us for monetary damages for breaching the terms of his oral agreement with us to transfer his title to a subsidiary corporation we create. To date, we have not performed any work on the claim. All Canadian lands and minerals which have not been granted to private persons are owned by either the federal or provincial governments in the name of Her Majesty Elizabeth II. Ungranted minerals are commonly known as Crown minerals. Ownership rights to Crown minerals are vested by the Canadian Constitution in the province where the minerals are located. In the case of our claim, that is the Province of Newfoundland.

      In the 19 th century the practice of reserving the minerals from fee simple Crown grants was established. Legislation now ensures that minerals are reserved from Crown land dispositions. The result is that the Crown is the largest mineral owner in Canada, both as the fee simple owner of Crown lands and through mineral reservations in Crown grants. Most privately held mineral titles are acquired directly from the Crown. The Collins Lake claim is one such acquisition. Accordingly, fee simple title to the claim resides with the Crown.

 

 

 

 

 

 

 

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      The Collins Lake claim is comprised of mining leases issued pursuant to the Newfoundland Mineral Act. The lessee has exclusive rights to mine and recover all of the minerals contained within the surface boundaries of the lease vertically downward. The Crown does not have the right to reclaim provided that the claims are maintained in good standing. The Crown could reclaim the claim in an eminent domain proceeding, but would have to compensate the lessee for the value of the claim if it exercised the right of eminent domain. It is highly unlikely that the Crown will exercise the power of eminent domain. In general, where eminent domain has been exercised it has been in connection with incorporating the claim into a provincial park.

      The Collins Lake claim is unencumbered and there are no competitive conditions which affect the claim. Further, there is no insurance covering the claim and we believe that no insurance is necessary since the claim is unimproved and contains no buildings or improvements.

      To date we have not performed any work on the claim. We are presently in the exploration stage and we cannot guarantee that a commercially viable mineral deposit, a reserve, exists in the claim until further exploration is done and a comprehensive evaluation concludes economic and legal feasibility.

      There are no native land claims that affect title to the claim. We have no plans to try to interest other companies in the claim if mineralization is found. If mineralization is found, we will try to develop the claim ourselves.

      We have no revenues, have a loss since inception, have minimal operations, have been issued a going concern opinion and rely upon the sale of our securities and loans from our officer and director to fund operations.

      We have no plans to change our business activities or to combine with another business, and are not aware of any events or circumstances that might cause us to change our plans.

Claims

The following is a list of license numbers, claims, and expiration date of our claims:

      Number of   Date of  
License No.   Claim Name   Staked Cells   Expiration  
014978M        Collins Lake Property   9   5/23/2013  

      The minimum annual assessment work required to be done to maintain the claim will be approximately $1,800. If the minimum amount is not expended, we must pay a security deposit that when added to the amount of work done, will equal $1,800.

Location and Access

      The Collins Lake claim is located in central Newfoundland, Canada. It comprises 225 hectares, 556 acres, approximately centered at latitude 49 0 4’ 8" North, longitude 55 0 2’ 19.6" West.

 

 

 

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      The claim is located about 19.3 kilometers south of Lewisporte, Newfoundland, 7.3 kilometers south-southeast of Notre Dame Junction and 14 kilometers northwest of Glenwood, Newfoundland. Access to the claim can be gained via the Salmon Pond access road that leaves the Trans-Canada Highway at Glenwood or from numerous bush and skidder roads from the north.

      Groceries and general supplies and services such as air transportation, car rentals, banking, restaurants and lodging are available in the town of Gander, about an hour and one-half drive from the claim. Gander's population is about 10,000, but the town provides services to surrounding communities whose total population approaches 90,000. The town hosts an international airport that, historically, was a refueling stop for transatlantic flights.

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Map 2


 

 

 

 

 

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Physiography

      The topography is relatively flat over much of the property, with a few gently rolling hills with local steeper terrain. Vegetation varies from heavy forest to relatively open bog areas. Numerous lakes and ponds are located on and around the property.

      The region receives abundant snowfall during the winter months, making geological exploration and other related activities impractical during this time. The climate during the remainder of the year is moderate.

History

     There is evidence of previous exploration activity on the Collins Lake claim.

Regional Geology

      The Collins Lake property lies within the Exploits Subzone of the Dunnage tectonostratigraphic zone which encompasses much of central Newfoundland. The Dunnage zone consists of telescoped, early to middle Paleozoic oceanic terrain remnants comprised of volcaniclastic to epiclastic sedimentary rocks and ophiolitic and arc- to back-arc-volcanic rocks. These rocks have been intruded by the Mount Peyton batholith, comprised of gabbro and diorite. Later felsic rocks or granitoid suites have intruded both the volcanic and sedimentary rocks as well as the Mount Peyton batholith.

Claim Geology

      The claim geology consists of fine to medium grained rocks of the Mount Peyton intrusive suite. Those in the north where the Collins Lake property is located are mafic plutonic rocks of gabbroic to dioritic composition. Unfortunately, the area is blanketed by glacial till and few outcrops are available to more clearly characterize the bedrock.

Supplies

      Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as dynamite, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Other Property

      Other than our interest in the claim, we own no plants or other property. With respect to the claim, our right to conduct exploration activity is based upon our oral agreement with Mr. Schlombs. Under this oral agreement, he has allowed us to conduct exploration activity on the claim. Mr. Schlombs holds the claim in trust for us pursuant to a declaration of trust.

 

 

 

 

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Our Proposed Exploration Program

      Our exploration target is to find an ore body containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant if the claim contains reserves. We have not selected a consultant as of the date of this prospectus and will not do so until our offering is successfully completed, if that occurs, of which there is no assurance. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we don’t find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment.

      In addition, we may not have enough money to complete our exploration of the claim. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a second public offering, a private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we will be able to raise additional money in the future. If we need additional money and can’t raise it, we will have to suspend or cease operations.

      We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

      The claim is undeveloped raw land. Exploration and surveying has not been initiated. To our knowledge, the claim has never been mined. The only event that has occurred is the acquisition of the Collins Lake claim by our sole officer and director; Gerhard Schlombs. The cost of recording the cells was $ 508 paid by Mr. Schlombs on behalf of the Company. Before mineral retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can’t predict what that will be until we find mineralized material.

      We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that whatever is located under adjoining property may or may not be located under the claim.

     We do not claim to have any minerals or reserves whatsoever at this time on any of the claim.

 

 

 

 

 

 

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      Our business plan is to proceed with the exploration of the Collins Lake mineral claim to determine whether there are commercially exploitable ore bodies containing gold. Our plan of operations for next twelve months following the date of this prospectus is to carry out our recommended exploration program as provided by Richard A. Jeanne; consulting geologist.

      We are proposing to undertake a two phase mineral exploration program consisting of onsite surface reconnaissance, mapping, sampling and trench site identification followed by geochemical analyses. If encouraging results come from the initial investigation, we would then commence Phase 2. Phase 2 would consist of the onsite trenching, mapping, sampling and further geochemical analyses followed by data compilation and the preparation of a report.

      We are intending to initiate a mapping and sampling program and will begin to compile a geologic profile of the property. Gold is associated with structurally controlled hydrothermal veins, so emphasis should be placed on documenting their locations and characteristics. Sampling should accompany this phase to verify the published data and begin the delineation of mineralized zones. Prospective locations that exhibit alteration and structural features indicative of mineralization should be mapped in detail and thoroughly sampled. Where these features project into covered areas, trenching may be necessary to expose bedrock for follow-up mapping and sampling, pending the results of analyses of the initial sampling program. In Gander, contact should be made with local heavy equipment contractors to determine their availability for light excavation work. During the second phase of exploration, trenching will likely be undertaken to expose potentially mineralized bedrock and provide access to additional sample material.

      We have been conducting preliminary assessment activities on the claim since our inception, but have not commenced any exploration activity as of the date of this prospectus.

      Once we have retained a geologist to carry out the initial stages of our proposed exploration program, and we are able to access the property due to weather conditions it will take us two to three weeks to complete the trench site identification and collect the samples. Samples will be shipped to certified assayers. It will take another two to three weeks to obtain results from the lab. We will plot all sample locations on enlarged topographical maps and provide GPS with these locations.

      Upon the review of our initial sampling analyses and the results of prospective trench site identification, we will assess whether the results are sufficiently positive to warrant proceeding with Phase 2 of the exploration program. We will make this decision to proceed with the next phase of our exploration program based upon the recommendations of our consulting geologist. If we are to proceed with any additional phases we will need to raise additional capital. If needed, we will raise additional capital from existing investors or by offering equity securities to new investors. We have no immediate plans to raise any additional funds until we assess the results of our initial exploration program.

 

 

 

 

 

 

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      Funds will be used exclusively for trenching, grid installation, metal detection, sample collecting, supplies, shipping, lab costs, meals, motels, truck fuel and labor.

      We must conduct exploration to determine what amount of minerals, if any, exist on our properties and if any minerals which are found can be economically extracted and profitably processed.

      The claim is undeveloped raw land. Exploration and surveying has not been initiated and will not be completed until we raise additional money. That is because we do not have money to complete exploration.

      Before minerals retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can't predict what that will be until we find mineralized material.

     We do not claim to have any minerals or reserves whatsoever at this time on any of the claim.

      The costs of our work program were provided by Mr. Jeanne. We will begin onsite exploration activity in May 2009, weather permitting.

      We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we have a piece of raw land and we intend to look for a gold ore body. We may or may not find an ore body. We have the right to prospect, explore, test, develop, work and mine the claim. We hope we do, but it is impossible to predict the likelihood of such an event. In addition, the nature and direction of the exploration may change depending upon initial results.

 

 

 

 

 

 

 

 

 

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      We do not have any plan to take our company to revenue generation. That is because we have not found economic mineralization yet and it is impossible to project revenue generation from nothing.

     The following is an outline of the estimated costs of exploration of the claim:

Consulting Services   $   9,500  
Trenching   $   9,500  
Analyzing Samples   $   8,000  

     The breakdowns were made in consultation with Mr. Jeanne.

      We do not intend to interest other companies in the claim if we find mineralized materials. We intend to try to develop the reserves ourselves through the use of consultants. We have no plans to interest other companies in the claim if we do not find mineralized material.

      If we are unable to complete exploration because we don’t have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans to do anything else.

      We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we have a piece of raw land and we intend to look for mineralized material. We may or may not find any mineralized material. We hope we do, but it is impossible to predict the likelihood of such an event.

      Our exploration program will not result in the generation of revenue. It is designed only to determine if mineralized material is located on the claim. Revenue will only be generated if we discover mineralized material and extract the minerals and sell them. Because we have not found mineralized material yet, it is impossible to project revenue generation.

     We anticipate starting onsite exploration activity in May 2009, weather permitting.

Competitive Factors

      The gold mining industry is fragmented, that is there are many, many gold prospectors and producers, small and large. We do not compete with anyone. That is because there is no competition for the exploration or removal of minerals from the claim. We will either find gold on the claim or not. If we do not, we will cease or suspend operations. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the gold mining market. Readily available gold markets exist in Canada and around the world for the sale of gold. Therefore, we will be able to sell any gold that we are able to recover.

 

 

 

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Regulations

      Our mineral exploration program is subject to the Canadian Mineral Tenure Act Regulation. This act sets forth rules for:

*      

locating claims

*      

posting claims

*      

working claims

*      

reporting work performed

      We are also subject to the Newfoundland Mineral Exploration Code which tells us how and where we can explore for minerals. We must comply with these laws to operate our business. Compliance with these rules and regulations will not adversely affect our operations.

Environmental Law

      We are also subject to the Health, Safety and Reclamation Code for Mines in Newfoundland. This code deals with environmental matters relating to the exploration and development of mining properties. Its goals are to protect the environment through a series of regulations affecting:

1.      

Health and Safety

2.      

Archaeological Sites

3.      

Exploration Access

      We are responsible to provide a safe working environment, not disrupt archaeological sites, and conduct our activities to prevent unnecessary damage to the claim.

      We will secure all necessary permits for exploration and, if development is warranted on the claim, will file final plans of operation before we start any mining operations. We anticipate no discharge of water into active streams, creeks, rivers, lakes or any other body of water regulated by environmental law or regulation. No endangered species will be disturbed. Restoration of the disturbed land will be completed according to law. All holes, pits and shafts will be sealed upon abandonment of the claim. It is difficult to estimate the cost of compliance with the environmental law since the full nature and extent of our proposed activities cannot be determined until we start our operations and know what that will involve from an environmental standpoint.

      We are in compliance with the Act and will continue to comply with the Act in the future. We believe that compliance with the Act will not adversely affect our business operations in the future.

      Exploration stage companies have no need to discuss environmental matters, except as they relate to exploration activities. The only “cost and effect” of compliance with environmental regulations in Newfoundland is returning the surface to its previous condition upon abandonment of the claim. We believe the cost of reclaiming the property will be $750.

 

 

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Employees

      We intend to use the services of subcontractors for manual labor exploration work on our properties.

Employees and Employment Agreements

      At present, we have no full-time employees. Our sole officer and director is a part-time employee and will devote about 10% of his time or four hours per week to our operation. Mr. Schlombs, our sole officer and director does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers and directors. Mr. Schlombs will handle our administrative duties. We intend to subcontract all work out to third parties. As of today, we have not engaged any geologists or engineers who will perform work for us. We do not intend to do so until we complete this offering.


MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

      This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

      We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

      Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point.

      We will be conducting research in the form of exploration of the Collins Lake claim. Our exploration program is explained in as much detail as possible in the business section of this prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months.

 

 

 

 

 

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      The claim is located about 19.3 kilometers south of Lewisporte, Newfoundland, 7.3 kilometers south-southeast of Notre Dame Junction and 14 kilometers northwest of Glenwood, Newfoundland. Access to the claim can be gained via the Salmon Pond access road that leaves the Trans-Canada Highway at Glenwood or from numerous bush and skidder roads from the north.

      Our exploration target is to find an ore body containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant if the claim contains reserves. We have not selected a consultant as of the date of this prospectus and will not do so until our offering is successfully completed, if that occurs, of which there is no assurance. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we don’t find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment.

      In addition, we may not have enough money to complete our exploration of the claim. If it turns out that we have not raised enough money to complete our exploration program, we will try to raise additional funds from a public offering, another private placement or loans. At the present time, we have not made any plans to raise additional money and there is no assurance that we would be able to raise additional money in the future. If we need additional money and can’t raise it, we will have to suspend or cease operations.

      We must conduct exploration to determine what amount of minerals, if any, exist on our property and if any minerals which are found can be economically extracted and profitably processed.

      The claim is undeveloped raw land. Exploration and surveying has not been initiated. To our knowledge, the claim has never been mined.

      The only event that has occurred is the acquisition of the Collins Lake claim by our sole officer and director; Gerhard Schlombs. The cost of recording the cells was $ 508 paid by Mr. Schlombs on behalf of the Company. The claims were recorded in Mr. Schlombs’s name to avoid incurring additional costs at this time. The additional costs would be for incorporation of a Newfoundland corporation and legal and accounting fees related to the incorporation.

      In August 2008, Mr. Schlombs executed a declaration of trust acknowledging that he holds the claim in trust for us and he will not deal with the claim in any way, except to transfer the claim to us. In the event that Mr. Schlombs transfers title to a third party, the declaration of trust will be used as evidence that he breached his fiduciary duty to us. Mr. Schlombs has not provided us with a signed or executed bill of sale in our favor. Mr. Schlombs will issue a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the claim.

 

 

 

 

 

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      Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. Before mineral retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material.

      We can’t predict what that will be until we find mineralized material. Mr. Schlombs does not have a right to sell the claim to anyone. He may only transfer the claim to us. He may not demand payment for the claims when he transfers them to us. Further, Mr. Schlombs does not have the right to sell the claims at a profit to us if mineralized material is discovered on the claim. Mr. Schlombs must transfer title to us, without payment of any kind, upon our demand whether mineralized material is found on the claims or not.

      We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that whatever is located under adjoining property may or may not be located under our claim.

We do not claim to have any minerals or reserves whatsoever at this time on any of our claim.

      We intend to implement a 2 Phase exploration program consisting of onsite surface reconnaissance, mapping, sampling and trench site identification followed by geochemical analyses. If encouraging results come from the initial investigation, we would then commence Phase 2. Phase 2 would consist of the onsite trenching, mapping, sampling and further geochemical analyses followed by data compilation and the preparation of a report.

      Based upon the tests of the initial samples, our board of directors in consultation with our consulting geologist will determine if we will terminate operations; proceed with additional exploration of the claim; or develop the claim. The proceeds from this offering are designed to only fund the costs of initial sampling and testing.

      In making this determination to proceed with a further exploration program, we will make an assessment as to whether the results of the Phase 1 exploration program are sufficiently positive to encourage us to proceed. This assessment will include an evaluation of our cash reserves after the completion of the initial exploration, the price of minerals, and the market for the financing of mineral exploration projects at the time of our assessment.

      In the event our board of directors, in consultation with our consulting geologist, chooses to complete further phases of our exploration program, we will require additional financing. While we have sufficient funds on hand to cover the Phase 1 exploration costs, we will require additional funding in order to proceed with any subsequent exploration work on the Collins Lake mineral claim.

 

 

 

 

 

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      We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or as loans from our director. However, we have no assurance that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses. We do not have any arrangements in place for any future equity financing.

      We do not intend to interest other companies in the claim if we find mineralized material. We intend to try to develop the reserves ourselves through the use of consultant. We have no plans to interest other companies in the claim if we do not find mineralized material. To pay the consultant and develop the reserves, we will have to raise additional funds through a public offering, a second private placement or through loans. As of the date of this prospectus, we have no plans to raise additional funds. Further, there is no assurance we will be able to raise any additional funds even if we discover mineralized material and a have a defined ore body.

      If we are unable to complete any phase of exploration because we don’t have enough money, we will cease operations until we raise more money. If we can’t or don’t raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans to do anything.

      We don’t intend to hire additional employees at this time. All of the work on the claim will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Milestones

     The following are our milestones:

      1. December 2008 to June 2009 - retain our consultant to carry out the initial exploration of the claim, begin onsite surface reconnaissance, mapping, sampling and trench site identification. Geochemical analyses of samples will follow. Maximum cost of $9,500. Time of retention will be 0-210 days, weather permitting. The region receives abundant snowfall during the winter months, making geological exploration and other related activities impractical during this time.

      2. July 2009 to October 2009 – onsite trenching, mapping and sampling. Geochemical analyses will follow. Maximum cost will be approximately $9,500 and time of retention is estimated to be 0-120 days.

      3. November 2009 to December 2009 – data compilation and report preparation. Maximum cost of $8,000.

      Funds for the foregoing activities will have to be completed with funds provided in our private placement or future financings. We will not proceed with any future phases of exploration until we obtain the results of our initial exploration and subject to consultation with our geologist.

 

 

 

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Limited Operating History; Need for Additional Capital

      There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

      To become profitable and competitive, we conduct into the research and exploration of our claim before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research and exploration phases. We believe that the funds we raised from our private placement will allow us to operate for one year.

      We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Liquidity and Capital Resources

      To meet our need for cash we raised money from our private placement. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. The funds we have will allow us only to conduct limited exploration activity on the property.

      At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can’t raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. We believe that the funds we have will allow us to operate for twelve months. Other than as described in this paragraph, we have no other financing plans.

      We have the right to explore one mineral claim containing nine cells and will begin our exploration shortly, weather permitting. As of the date of this prospectus we have yet to generate any revenues.

     As of October 31, 2008, our total assets were $38,117 and our total liabilities were $8,746.

MANAGEMENT

Officers and Directors

      Our sole director serves until his successor is elected and qualified. Our sole officer is elected by the board of directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating, auditing or compensation committees.

 

 

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     The name, age and position of our sole officer and director is set forth below:

Name   Age   Position Held  
  
Gerhard Schlombs     president, principal executive officer, secretary,  
92 Wishing Well Drive   59   treasurer, principal financial officer, principal  
Toronto, Ontario     accounting officer, and sole member of the board of  
Canada M1T 1J4     directors.  

      Mr. Schlombs will serve until our next annual meeting of the stockholders. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.

Background of our Officers and Directors

      Gerhard Schlombs has been our president, chief executive officer, treasurer, chief financial officer and our sole director since inception on June 11, 2008. Since January 1999, Mr. Schlombs has owned and operated Dick’s Home Improvements, a renovation and design company located in Toronto, Ontario, Canada.

     During the past five years, Mr. Schlombs has not been the subject of the following events:

1. Any bankruptcy petition filed by or against any business of which Mr. Schlombs was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
 
2.      

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding.

 
3.      

An order, judgment, or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting Mr. Schlombs’s involvement in any type of business, securities or banking activities.

    
4. Found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

  Audit Committee Financial Expert

      We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

Conflicts of Interest

     There are no conflicts of interest.

 

 

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EXECUTIVE COMPENSATION

      The following table sets forth the compensation paid by us for the last three fiscal years ending October 31, 2008 for our officer. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation discussed addresses all compensation awarded to, earned by, or paid or named executive officers.

Executive Officer Compensation Table
            Non- Nonqualified    
            Equity   Deferred   All    
Name             Incentive   Compensa-   Other    
and         Stock   Option   Plan   tion   Compen-    
Principal     Salary   Bonus   Awards     Awards   Compensation Earnings   sation   Total  
Position   Year   (US$)   (US$)   (US$)   (US$)   (US$)   (US$)   (US$)   (US$)  
(a)   (b) (c) (d) (e) (f) (g) (h) (i) (j)  
 
Gerhard Schlombs   2008   0   0   0   0   0   0   0   0  
President   2007   0   0   0   0   0   0   0   0  
  2006   0   0   0   0   0   0   0   0  

      We do not have employment agreements with our sole officer. We do not contemplate entering into any employment agreements until such time as we begin profitable operations.

      The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officer.

      There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our sole officer and director other than as described herein.

Compensation of Directors

      The sole member of our Board of Directors is not compensated for his services as a director. The Board has not implemented a plan to award options to any director. There are no contractual arrangements with any member of the Board of Directors. We have no director's service contracts. The following sets forth the total compensation paid to Mr. Schlombs for our fiscal year ended October 31, 2008:

Director’s Compensation Table
  Fees              
  Earned         Nonqualified       
  Or       Non-Equity   Deferred      
  Paid in   Stock   Option   Incentive Plan   Compensation   All Other    
  Cash   Awards   Awards   Compensation   Earnings   Compensation   Total  
Name (US$)   (US$)   (US$)   (US$)   (US$)   (US$)   (US$)  
(a) (b)   (c)   (d)   (e)   (f)   (g)   (h)  
 
Gerhard Schlombs   0   0   0   0   0   0   0  

 

 

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Long-Term Incentive Plan Awards

      We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Indemnification

      Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

      Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

PRINCIPAL AND SELLING SHAREHOLDERS

      The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

      Number of Shares   Percentage of
    Percentage of After Offering   Ownership After
  Number of   Ownership Assuming all of   the Offering
Name and Address   Shares Before   Before the the Shares are   Assuming all of the
Beneficial Owner [1]   the Offering   Offering Sold   Shares are Sold
 
Gerhard Schlombs          
92 Wishing Well Drive   3,300,000   55.29% 3,300,000   55.29%
Toronto, Ontario          
Canada M1T 1J4          

[1]      

The person named above may be deemed to be a "parent" and "promoter" of our company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of her/his/its direct and indirect stock holdings. Mr. Schlombs is the only "promoter" of our company.

 

 

 


 

Securities authorized for issuance under equity compensation plans

    We have no equity compensation plans.

Selling Shareholders

      The following table sets forth the name of each selling shareholder, the total number of shares owned prior to the offering, the percentage of shares owned prior to the offering, the number of shares offered, and the percentage of shares owned after the offering, assuming the selling shareholder sells all of his shares and we sell the maximum number of shares.

          Percentage  
          of shares  
          owned after the  
  Total number of   Percentage of   Number of   offering assuming  
  shares owned   shares owned   shares being   all of the share are  
Name   prior to offering   prior to offering   offered   sold in the offering  
  
Asseo, Miriam   90,000   1.51 %   90,000   0.0 %  
Bender, Lubica   9,500   0.16 %   9,500   0.0 %  
Bishop, Sylvia   150,000   2.51 %   150,000   0.0 %  
Blake, Candice   65,000   1.09 %   65,000   0.0 %  
Blake, Kim   120,000   2.01 %   120,000   0.0 %  
Booth, Raymond   170,000   2.85 %   170,000   0.0 %  
Brown, Laura   90,000   1.51 %   90,000   0.0 %  
Brown, Lorne   200,000   3.35 %   200,000   0.0 %  
Drummond, William   65,000   1.09 %   65,000   0.0 %  
Everson, Margaret   150,000   2.51 %   150,000   0.0 %  
Everson, Paul   6,900   0.12 %   6,900   0.0 %  
Falconer, George   150,000   2.51 %   150,000   0.0 %  
Fisher, Karla   90,000   1.51 %   90,000   0.0 %  
Frayer, Robert   8,850   0.15 %   8,850   0.0 %  
Gorlick, Allan   6,500   0.11 %   6,500   0.0 %  
Gorlick, Jackie   8,250   0.14 %   8,250   0.0 %  
Hentschel, Kathryn   200,000   3.35 %   200,000   0.0 %  
Jameson, Iris   150,000   2.51 %   150,000   0.0 %  
Johnston, Jason   65,000   1.09 %   65,000   0.0 %  
Kastoris, Ioannis   7,500   0.13 %   7,500   0.0 %  
Knight, Brandon   40,000   0.67 %   40,000   0.0 %  
McLennon, Keith   40,000   0.67 %   40,000   0.0 %  
Nitsotolis, Kenneth   40,000   0.67 %   40,000   0.0 %  
Nitsotolis, Soula   6,200   0.10 %   6,200   0.0 %  
Patten, Frank   120,000   2.01 %   120,000   0.0 %  
Salviato, Angela   9,500   0.16 %   9,500   0.0 %  
Schlombs, Tyler   200,000   3.35 %   200,000   0.0 %  
Serio, Aaron   120,000   2.01 %   120,000   0.0 %  
Serio, Sarah   8,650   0.14 %   8,650   0.0 %  
Stipanic, John   6,900   0.16 %   6,900   0.0 %  
Wells, Darryl   170,000   2.85 %   170,000   0.0 %  
Wells, Lisa   65,000   1.09 %   65,000   0.0 %  
Wilson, Opal   40,000   0.67 %   40,000   0.0 %  
 
Total   2,668,750   44.71 %   2,668,750   0.0 %  

-33-


 

      Other than investing money with us, the foregoing selling security holders have had no material relationship with us during the last three years.

      All persons named as selling security holders exercise voting and/or dispositive powers with respect to the securities to be offered for resale by our selling security holders.

     No selling shareholder is an affiliate of a registered broker-dealer.

     The following is a summary of the issuances of all shares:

      On June 17, 2008, we issued 3,300,000 restricted shares of common stock to Gerhard Schlombs, our sole officer and director, in consideration of $3,300 pursuant to Regulation S of the Securities Act of 1933 in that the sale took place outside the United States of America and Mr. Schlombs is a non-US person.

      On September 19, 2008, we completed a private placement of 2,590,000 shares of common stock to 23 investors in consideration of $25,900. The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 in that all sales took place outside the United States of America and all purchasers were non-US persons.

      On October 6, 2008, we completed a private placement of 78,750 shares of common stock to 10 investors in consideration of $11,813. The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 in that all sales took place outside the United States of America and all purchasers were non-US persons.

Future Sales of Shares

      A total of 5,968,750 shares of common stock are issued and outstanding. Of the 5,968,750 shares outstanding, all are restricted securities as defined in Rule 144 of the Securities Act of 1933. 2,668,750 are being offered for resale by the selling shareholders described above.

      Shares purchased in this offering will be immediately resalable without any restriction of any kind.

 

 

 

 

 

-34-


 

DESCRIPTION OF SECURITIES

Common Stock

      Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock:

*      

have equal ratable rights to dividends from funds legally available if and when declared by our board of directors;

 
*      

are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

 
*      

do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

 
*      

are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

Non-cumulative Voting

      Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

      As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Anti-Takeover Provisions

      There are no Nevada anti-takeover provisions that may have the affect of delaying or preventing a change in control. 78.378 through 78.3793 of the Nevada Revised Statutes relates to control share acquisitions that may delay to make more difficult acquisitions or changes in our control, however, they 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 and since this offering will not be made in the state of Nevada, no shares will be sold to Nevada residents. 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 affect of delaying or preventing a change in our control.

 

 

 

-35-


 

Reports

      After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC’s Public Reference Room 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 also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Stock Transfer Agent

      Our stock transfer agent for our securities will be Signature Stock Transfer, Inc. 2220 Coit Road, Suite 480, Plano, Texas 75075. Its telephone number is (972) 612-4120.

CERTAIN TRANSACTIONS

      In June 2008, we issued 3,300,000 shares of restricted common stock to Gerhard Schlombs, our president in consideration of $3,300. This was accounted for as an acquisition of shares of common stock in the amount of $3,300

      On behalf of the Company, Mr. Schlombs acquired the Collins Lake mineral claim. The cost of recording the cells was $ 508 paid by Mr. Schlombs. Mr. Schlombs must transfer title to us upon our demand, whether mineralized material is found on the claims or not. Mr. Schlombs will not receive anything of value for the transfer and we will not pay any consideration of any kind for the transfer of the claims.

      Mr. Schlombs, our president, has advanced $ 508 for our operations since inception. The advances are not evidenced by any written documentation. Mr. Schlombs has agreed to accept repayment when we have sufficient funds to do so. The advances by Mr. Schlombs are interest free.

      We use approximately 15 square feet of office space at Mr. Schlombs’s home for our office on a rent free basis.

      Mr. Schlombs is our only promoter. They have not received and will not receive anything of value from us, directly or indirectly in his capacity as a promoter.

LITIGATION

     We are not a party to any pending litigation and none is contemplated or threatened.

 

 

 

-36-


 

EXPERTS

      Our financial statements for the period from inception to October 31, 2008, included in this prospectus have been audited by Malone & Bailey, P.C., Independent Public Accountants, 10350 Richmond, Suite 800, Houston, Texas 77042 , telephone (713) 343-4200 as set forth in their report included in this prospectus. Their report is given upon their authority as experts in accounting and auditing.

LEGAL MATTERS

      The Law Office of Conrad C. Lysiak, P.S., 601 West First Avenue, Suite 903, Spokane, Washington 99201, telephone (509) 624-1475 passed on the legality of the shares offered for sale.

FINANCIAL STATEMENTS

      Our fiscal year end is October 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be audited by Malone & Bailey, P.C., Independent Public Accountants, 10350 Richmond, Suite 800, Houston, Texas 77042 , telephone (713) 343-4200.

      Our financial statements from inception on June 11, 2008 to October 31, 2008 (audited) immediately follow:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      F -1  
FINANCIAL STATEMENTS      
          Balance Sheet      F -2  
          Statement of Expenses      F -3  
          Statement of Stockholders’ Equity      F -4  
          Statement of Cash Flows      F -5  
NOTES TO FINANCIAL STATEMENTS      F -6  

 

 

 

 

-37-


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Bearing Minerals Exploration, Inc.
(An Exploration Stage Company)
Toronto, Ontario

We have audited the accompanying balance sheet of Bearing Minerals Exploration Inc. as of October 31, 2008 related statement of expenses, changes in stockholders' equity, and cash flows for the period from June 11, 2008 (inception) to October 31, 2008. These financial statements are the responsibility of Bearing Minerals Exploration, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the Public Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Bearing Minerals Exploration, Inc. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit 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 Bearing Minerals Exploration, Inc.’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 audit provides 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 Bearing Minerals Exploration, Inc. of October 31, 2008 and the results of its operations and its cash flows for the period from June 11, 2008 (inception) through October 31, 2008 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Bearing Minerals Exploration, Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Bearing Minerals Exploration, Inc. has never generated revenues and suffered losses since inception which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Malone & Bailey, PC
MALONE & BAILEY, PC
www.malone-bailey.com
Houston, Texas
December 16, 2008

 

 

F-1

-38-


 

Bearing Minera l Exploration, Inc.        
(An Exploration Stage Company)        
Balance Sheet        
 
    October 31, 2008  
ASSETS        
Current Assets        
    Cash   $   38,117  
 
Total Assets   $   38,117  
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current Liabilities        
    Accounts payable     3,238  
    Accrued liabilities     5,000  
    Advance from shareholder     508  
Total Liabilities   $   8,746  
Stockholders’ Equity        
Common stock (Note 6)        
    75,000,000 shares authorized, with a $0.001 par value,        
    5,968,750 shares issued and outstanding   $   5,969  
Additional paid-in capital     35,044  
Accumulated Deficit     (11,642 )  
Total Stockholders’ Equity   29,371
Total Liabilities and Stockholders’ Equity   $   38,117  

 

 

 

The accompanying notes are an integral part of these financial statements

F-2

-39-


 

Bearing Min eral Exploration, Inc.        
(An Exploration Stage Company)        
Statement of Expenses                     
    For the period from  
    June 11, 2008  
    (date of inception)  
      to October 31, 2008  
REVENUE                 $   -  
EXPENSES        
    General and administrative expenses                 $   8,134  
    Mineral property costs   3,508
Total Expenses       11,642  
Net Loss               $   (11,642 )  
Loss Per Share        
    Basic and Diluted               $   ( 0.01 )  
Weighted Average Number of Shares Outstanding        
    Basic and Diluted     1,685,727  

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

F-3

-40-


 

Bearing Mineral Exploration, Inc.                
(An Exploration Stage Company)                
Statements of Stockholders’ Equity                
For the period from June 11, 2008 (date of inception) to Octob er 31, 2008          
 
        Deficit      
        Cumulative      
      Additional   During the      
  Common Shares   Paid-in   Exploration      
  Number     Par Value     Capital     Stage   Total  
              $   $   $   $  
Balance June 11, 2008                
(Date of Inception)                      
 
Shares issued for cash on June                
17, 2008 at $0.001 per share   3,300,000   3,300       3,300  
 
Shares issued for cash on September                    
19, 2008 at $0.01 per share   2,590,000   2,590   23,310     25,900  
 
Shares issued for cash on October                
6, 2008 at $0.15 per share   78,750   79   11,734     11,813  
 
 
Net Loss        –         (11,642 )     (11,642 )  
 
Balance, October 31, 2008   5,968,750     5,969     35,044     (11,642 )     29,371  

 

 

 

The accompanying notes are an integral part of these financial statements

F-4

-41-


 

Bearing Mineral Explo ration, Inc.        
(An Exploration Stage Company)        
Statements of Cash Flows        
    For the Period From  
    June 11, 2008  
    (date of inception)  
    to October 31, 2008  
 
CASH FROM OPERATING ACTIVITIES:        
    Net loss   $   (11,642 )  
    Changes in operating assets and liabilities        
          Accounts payable and accrued liabilities     8,238  
Net Cash Used in Operating Activities     (3,404 )  
CASH FROM FINANCING ACTIVITIES:        
    Advance from shareholder     508  
    Proceeds from issuance of common stock     41,013  
Net Cash from Financing Activities     41,521  
Net increase in Cash     38,117  
Cash, Beginning      
Cash, Ending   $   38,117  

 

 

 

 

The accompanying notes are an integral part of these financial statements

F-5

-42-


 

Bearing Mineral Exploration, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
Inception (June 11, 2008) through October 31, 2008

1.      

Nature of Operations

 
 

Bearing Mineral Exploration, Inc. (“the Company”) was incorporated in the State of Nevada on June 11, 2008. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”. The Company’s business plan is to acquire, explore and develop mineral properties. The Company has not determined whether its mining claims contain ore reserves that are economically recoverable.

 
2.      

Going Concern

 
 

As of October 31, 2008, the Company has never generated any revenues and has accumulated losses of $11,642 since inception. The Company has limited cash resources and will likely require new financing, either through issuing shares or debt, to continue the development of its business. Management intends to offer additional common stock; however, there can be no assurance that management will be successful in raising the funds necessary to maintain operations, or that a self- supporting level of operations will ever be achieved. The likely outcome of these future events is indeterminable. The continuation of the Company as a going concern is dependent upon the ability of the Company to determine the existence of economically recoverable reserves in its resource properties, confirmation of the Company’s interests in the underlying properties, obtain necessary financing and then profitable operations. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

 
3.      

Summary of Significant Accounting Policies

 
  a)      

Basis of Presentation

 
   

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and are expressed in U.S. dollars. The Company’s fiscal year-end is October 31 st .

 
  b)      

Use of Estimates and Assumptions

 
   

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances.

 

 

 

F-6

-43-


 

Bearing Mineral Exploration, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
Inception (June 11, 2008) through October 31, 2008

3.      

Summary of Significant Accounting Policies (continued)

 
  b)      

Use of Estimates and Assumptions (continued)

 
   

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

 
  c)      

Cash and Cash Equivalents

 
   

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

 
  d)      

Mineral Property Costs

 
   

The Company has been in the exploration stage since its inception on June 11, 2008 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in Emerging Issues Task Force (“EITF”) 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under Statement of Financial Accounting Standard (“SFAS”) No.144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

 
  e)      

Financial Instruments

 
   

The fair values of cash, accounts payable, accrued liabilities and due to related party approximate their carrying values because of the short-term maturity of these instruments.

 

 

 

F-7

-44-


 

Bearing Mineral Exploration, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
Inception (June 11, 2008) through October 31, 2008

3.      

Summary of Significant Accounting Policies (continued)

 
  f)      

Income Taxes

 
   

The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduced deferred tax assets to the amount that is believed more likely than not to be realized.

 
  g)      

Loss Per Share

 
   

The Company computes loss per share in accordance with SFAS No. 128, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

 
  h)      

Recent Accounting Pronouncements

 
   

The Financial Accounting Standards Board (FASB) has recently issued Statement of Financial Accounting Standard (SFAS) No. 161 to No.163 but they will not have any relationship to the current operations of the Company. Therefore, a description and its impact on the Company’s operation and financial position for each have not been disclosed.

 
4.      

Mineral Properties

 
 

On August 14, 2008, the Company, through its President and sole director, acquired title to a mineral property in the west north-west of Gander, Central Newfoundland; herein referred to as the “Collins Lake Property”. The claim is registered in the name of the President of the Company, who is holding the claim in trust on behalf of the Company. The Company paid $508 for staking fees and $3,000 for the preparation of an independent Geological Report by Richard A. Jeanne, LTD, consulting geologist.

 

 

 

 

F-8

-45-


 

Bearing Mineral Exploration, Inc.
(An Exploration Stage Company)
Notes to the Financial Statements
Inception (June 11, 2008) through October 31, 2008

5.      

Related Party Transactions

 
 

At October 31, 2008, the President and sole director of the Company is owed $ 508 for expenses paid on behalf of the Company. The amount due is unsecured, non-interest bearing and due on demand.

 
6.      

Common Stock

 
 

Since inception, the Company issued 3,300,000 common shares at $0.001 per share, 2,590,000 common shares at $0.01 per share and 78,750 common shares at $0.15 per share for cash proceeds of $41,013.

 
7.      

Income Taxes

 
 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has incurred net operating losses of $11,642, which expire in 2023. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. As of October 31, 2008 the Company had a deferred tax asset of $4,075 for which the Company recorded a valuation allowance because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

 

 

 

 

 

 

 

 

 

 

 

F-9

-46-


 

      Until _____________2009, ninety days after the date of this prospectus, all dealers effecting transactions in our registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-47-


 

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

      The estimated expenses of the offering (assuming all shares are sold), all of which are to be paid by the registrant, are as follows:

SEC Registration Fee   $   10.00  
Printing and General Expenses     990.00  
Accounting Fees and Expenses     5,000.00  
Legal Fees and Expenses     15,000.00  
Blue Sky Fees/Expenses     500.00  
Transfer Agent Fees     500.00  
TOTAL   $   22,000.00  


ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the registrant is insured or indemnified in any manner against any liability which he may incur in his capacity as such, is as follows:

1.      

Section 4 of our Articles of Incorporation filed as Exhibit 3.1 to this registration statement.

 
2.      

Article IX of our Bylaws filed as Exhibit 3.2 to this registration statement.

 
3.      

Nevada Revised Statutes, Chapter 78.

      The general effect of the foregoing is to indemnify a control person, officer or director from liability, thereby making the company responsible for any expenses or damages incurred by such control person, officer or director in any action brought against them based on their conduct in such capacity, provided they did not engage in fraud or criminal activity.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers, and controlling persons against liability under the Act, 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.

 

 

 

-48-


 

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

      During the past three years, the registrant has sold the following securities which were not registered under the Securities Act of 1933, as amended.

Name and Address   Date   Shares   Consideration  
Gerhard Schlombs   June 17, 2008   3,300,000   Cash of $3,300  
92 Wishing Well Drive        
Toronto, Ontario        
Canada M1T 1J4        

      We issued the foregoing restricted shares of common stock to Gerhard Schlombs pursuant to Regulation S of the Securities Act of 1933 in that the sale took place outside the United States of America and Mr. Schlombs is a non-US person.

      In September 2008, we completed a private placement of 2,590,000 shares of common stock to 23 investors in consideration of $25,900. The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 in that all sales took place outside the United States of America and all purchasers were non-US persons.

      In October 2008, we completed a private placement of 78,750 shares of common stock to 10 investors in consideration of $11,813. The shares were issued as restricted securities pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933 in that all sales took place outside the United States of America and all purchasers were non-US persons.

ITEM 16. EXHIBITS .

      The following Exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-K. All Exhibits have been previously filed unless otherwise noted.

Exhibit No.      Document Description
    
3.1      

Articles of Incorporation.

 
3.2      

Bylaws.

 
4.1      

Specimen Stock Certificate.

 
5.1      

Opinion of The Law Office of Conrad C. Lysiak, P.S. regarding the legality of the securities being registered.

 
10.1      

Declaration of Trust of Gerhard Schlombs.

 
23.1      

Consent of Malone & Bailey, P.C., Independent Public Accountants.

 
23.2      

Consent of The Law Office of Conrad C. Lysiak, P.S.

 

 

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ITEM 17. UNDERTAKINGS.

A.      

The undersigned Registrant hereby undertakes:

 
  (1)      

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

 
    (a)      

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

 
    (b)      

reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 
    (c)      

include any additional or changed material information with respect to the plan of distribution.

 
  (2)      

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

 
  (3)      

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 
  (4)      

To provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

 
  (5)      

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of a registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

 
  (6)      

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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.

 

 

 

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(7)      

For the purpose of determining liability under the Securities Act to any purchaser:

 
 

Each prospectus filed pursuant to Rule 424(b) under the Securities Act 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 (§§230.430A of this chapter), 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.

 
(8)      

For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of securities:

 
 

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, 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 undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 
  (a)      

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 of this chapter;

 
  (b)      

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 
  (c)      

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 
  (d)      

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

 

 

 

 

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B.      

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer 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 small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 
C.      

To provide to the underwriter at the closing specified in the Underwriting Agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

 
D.      

The undersigned Registrant hereby undertakes that:

 
  (1)      

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 
  (2)      

For the purpose of determining any liability under the Securities Act of 1933, each post- effective amendment that contains a form of prospectus 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.

 

 

 

 

 

 

 

 

 

 

 

-52-


 

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form S-1 Registration Statement and has duly caused to the Form S-1 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in Toronto, Ontario, Canada on this 19 th day of December 2008.

BEARING MINERAL EXPLORATION, INC.  
 
BY:   GERHARD SCHLOMBS  
  Gerhard Schlombs, President, Principal Executive  
  Officer, Secretary, Treasurer, Principal Financial  
  Officer, Principal Accounting Officer and sole  
  member of the Board of Directors.  

      Pursuant to the requirements of the Securities Act of 1933, this Form S-1 Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature                                                                 Title   Date  
 
 
GERHARD SCHLOMBS President, Principal Executive Officer, Secretary,    
Gerhard Schlombs   Treasurer, Principal Financial Officer, Principal   December 19 th , 2008  
  Accounting Officer, and sol member of the Board    
  of Directors    

 

 

 

 

 

 

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EXHIBITS INDEX

    

Exhibit No.      Document Description
    
3.1      

Articles of Incorporation.

 
3.2      

Bylaws.

 
4.1      

Specimen Stock Certificate.

 
5.1      

Opinion of The Law Office of Conrad C. Lysiak, P.S. regarding the legality of the securities being registered.

 
10.1      

Declaration of Trust of Gerhard Schlombs.

 
23.1      

Consent of Malone & Bailey, P.C., Independent Public Accountants.

 
23.2      

Consent of The Law Office of Conrad C. Lysiak, P.S.

 

 

 

 

 

 

 

 

 

 

 

-54-


 

Exhibit 3.1

Articles of Incorporation
Of
Bearing Mineral Exploration, Inc.

First. The name of the corporation is Bearing Mineral Exploration, Inc.

Second . The registered office of the corporation in the State of Nevada is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or the By-Laws of the corporation. The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada.

Third. The objects for which this corporation is formed are to engage in any lawful activity, including, but not limited to the following:

a)      

Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law.

 
b)      

May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized.

 
c)      

Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law.

 
d)      

Shall have power to sue and be sued in any court of law or equity.

 
e)      

Shall have power to make contracts.

 
f)      

Shall have power to hold, purchase and convey real and personal estate and to mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country.

 
g)      

Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation.

 
h)      

Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders.

 
i)      

Shall have power to wind up and dissolve itself, or be wound up or dissolved.

 
j)      

Shall have power to adopt and use a common seal or stamp and alter the same at pleasure. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.

 

 

-1-


 

k)      

Shall have the power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for moneyborrowed, or in payment for property purchased, or acquired, or for any other lawful object.

 
l)      

Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all rights, powers and privileges of ownership, including the right to vote, if any.

 
  m)      

Shall have power to purchase, hold, sell and transfer shares of its own capital stock, and use therefore its capital, capital surplus, surplus, or other property to fund.

 
  n)      

Shall have power to conduct business, have one or more offices, and conduct any legal activity in the State of Nevada and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and any foreign countries.

 
  o)      

Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or articles of incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects set forth in the certificate or articles of incorporation of the corporation, or any amendments thereof.

 
  p)      

Shall have power to make donations for the public welfare or for charitable, scientific or educational purposes.

 
  q)      

Shall have power to enter into partnerships, general or limited, or joint ventures, in connection with any lawful activities, as may be allowed by law.

 

Fourth. That the total number of stock authorized that may be issued by the Corporation is seventy five million (75,000,000) shares of Common stock with a par value of one hundreth of one cent ($0.0001) per share and no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such considerations as may be fixed by the Board of Directors.

Fifth. The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, providing that the number of directors shall not be reduced to fewer than one (1).

 

 

 

-2-


 

      The first Board of Directors shall be one (I) in number and the name and post office address of the Director shall be listed as follows:

Daniel A. Kramer  
1802 N. Carson St., Ste. 212, Carson City, NV 89701  

Sixth.    The capital stock, after the amount of the subscription price, or par value, has been paid  in, shall not be subject to assessment to pay the debts of the corporation.

Seventh. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:

Daniel A. Kramer  
1802 N. Carson St., Ste. 212, Carson City, NV 89701  

Eighth. The Registered Agent for this corporation shall be VAL-U-CORP SERVICES, INC. The address of the Registered Agent, and, the registered or statutory address of this corporation in the State of Nevada, shall be: 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701.

Ninth.  The corporation is to have perpetual existence.

Tenth.   In furtherance and not in limitation of the powers conferred by the statute, the Board of   Directors is expressly authorized:

a)      

Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the corporation.

 
b)      

To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this corporation.

 
c)      

By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the corporation, which, to the extent provided in the resolution, or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. Such committee, or committees, shall have such name, or names as may be stated in the By-Laws of the corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.

 
d)      

When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the corporation.

 

 

-3-


 

Eleventh. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

Twelfth . No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a Director or Officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law, or (II) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a Director or Officer of the corporation for acts or omissions prior to such repeal or modification.

Thirteenth. This corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation.

      I, the undersigned, being the Incorporator herein before named for the purpose of forming a corporation pursuant to General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this June 11, 2008.

DANIEL A. KRAMER
Daniel A. Kramer
Incorporator

 

 

 

 

 

 

 

 

 

 

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Exhibit 3.2

BYLAWS

of

BEARING MINERAL EXPLORATION, INC.
(the "Corporation")

ARTICLE I: MEETINGS OF SHAREHOLDERS

Section 1 - Annual Meetings

The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.

Section 2 - Special Meetings

Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.

Section 3 - Place of Meetings

Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.

Section 4 - Notice of Meetings

A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.

Section 5 - Action Without a Meeting

Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.

 

 

-1-


 

Section 6 - Quorum

a)      

No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.

 
b)      

Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.

 
c)      

If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.

Section 7 - Voting

Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.

Section 8 - Motions

No motion proposed at an annual or special meeting need be seconded.

Section 9 - Equality of Votes

In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.

Section 10 - Dispute as to Entitlement to Vote

In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.

Section 11 - Proxy

a)      

Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation.

 

 

 

-2-


 

b)      

A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.

ARTICLE II: BOARD OF DIRECTORS

Section 1 - Number, Term, Election and Qualifications

a)      

The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than seven (7) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.

 
b)      

The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.

 
c)      

A casual vacancy occurring in the Board may be filled by the remaining Directors.

 
d)      

Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.

 
e)      

A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.

 

 

 

 

-4-


 

Section 2 - Duties, Powers and Remuneration

a)      

The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.

 
b)      

The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

Section 3 - Meetings of Directors

a)      

The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.

 
b)      

The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.

 
c)      

A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.

 
d)      

A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages.

 
 

It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.

 

 

 

 

-4-


 

e)      

A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director.

 
 

All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.

 
f)      

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.

 
g)      

The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.

 
h)      

All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.

 
i)      

A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.

 
j)      

All Directors of the Corporation shall have equal voting power.

Section 4 - Removal

One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.

 

 

 

-5-


 

Section 5 - Committees

a)      

The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.

 
b)      

Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.

ARTICLE III: OFFICERS

Section 1 - Number, Qualification, Election and Term of Office

a)      

The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.

 
b)      

The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

 
c)      

Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.

Section 2 - Resignation

Any officer may resign at any time by giving written notice of such resignation to the Corporation.

Section 3 - Removal

Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

 

 

 

-6-


 

Section 4 - Remuneration

The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.

Section 5 - Conflict of Interest

Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.

ARTICLE V: SHARES OF STOCK

Section 1 - Certificate of Stock

a)      

The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.

 
b)      

Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation.

 
 

Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures.

 
 

If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.

 
c)      

If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.

 
d)      

Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

 

 

 

-7-


 

e)      

If a share certificate:

 
  (i)      

is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;

 
  (ii)      

is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or

 
  (iii)      

represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.

Section 2 - Transfers of Shares

a)      

Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.

 
b)      

The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 3 - Record Date

a)      

The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.

 

 

 

-8-


 

b)      

Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.

Section 4 - Fractional Shares

Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation.

In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.

ARTICLE VI: DIVIDENDS

a)      

Dividends may be declared and paid out of any funds available therefore, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.

 
b)      

Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:

 
  (i)      

a majority of the current shareholders of the class or series to be issued approve the issue; or

 
  (ii)      

there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.

 

 

 

 

-9-


 

ARTICLE VII: BORROWING POWERS

a)      

The Directors may from time to time on behalf of the Corporation:

 
  (i)      

borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,

 
  (ii)      

issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and

 
  (iii)      

mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).

 
b)      

A bond, debenture or other debt obligation of the Corporation may be issued at a

discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.

ARTICLE VIII: FISCAL YEAR

The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.

ARTICLE IX: CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.

ARTICLE X: AMENDMENTS

Section 1 - By Shareholders

All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.

Section 2 - By Directors

The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.

 

 

-10-

 


 

ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS

a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.

b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:

(i)      

a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;

 
(ii)      

a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;

 
(iii)      

a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;

 
(iv)      

determining the remuneration of the Directors;

 
(v)      

purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or

 
(vi)      

the indemnification of a Director by the Corporation.

 

c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.

d) A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.

 

 

 

-11-


 

e) A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.

ARTICLE XII: ANNUAL LIST REGISTERED AGENT OF OFFICERS, DIRECTORS AND REGISTERED AGENT

The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation

ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation.

In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

 

 

 

 

 

-12-


 

c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.

CERTIFIED TO BE THE BYLAWS OF:

BEARING MINERAL EXPLORATION, INC.

per:

GERHARD SCHLOMBS
Gerhard Schlombs, Secretary

 

 

 

 

 

 

 

 

 

 

 

 

-13-


Exhibit 4.1      
 
 
Number     Shares  
BEARING MINERAL EXPLORATION, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF $0.0001
NEVADA 75,000,000 SHARES COMMON STOCK AUTHORIZED,
PAR VALUE
 
    CUSIP  
    SEE REVERSE  
    FOR  
This     CERTAIN  
certifies     DEFINITIONS  
that      
is the owner of      
 
 
FULLY PAID AND NON-ASSESSABLE
SHARES OF COMMON STOCK OF
 
 
BEARING MINERAL EXPLORATION, INC.
transferable on the books of the corporation in person or by duly
authorized attorney upon surrender of this certificate properly
endorsed. This certificate and the shares represented hereby
are subject to the laws of the State of Nevada, and to the
Articles of Incorporation and Bylaws of the Corporation,
as now or hereafter amended. This certificate is not valid
unless countersigned by the Transfer Agent. WITNESS
the facsimile seal of the Corporation and the signature
of its duly authorized officers
 
 
 
 
PRESIDENT   [SEAL]   SECRETARY  


      The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM   as tenants in common   UNIF GIFT MIN ACT  ___________________________ _________________________  Custodian  
TEN ENT   as tenants by the entireties                                                                             (Cust)   (Minor)  
JT TEN   as joint tenants with the right of                                                       Act   ____________________________________________
  survivorship and not as tenants     (State)  
  in common      

Additional abbreviations may also be used though not in the above list.

For value received , ______________________________________ hereby sell, assign and transfer unto
                                                        PLEASE INSERT SOCIAL SECURITY OR OTHER
                                                              IDENTIFYING NUMBER OF ASSIGNEE

_________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

__________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________

__________________________________________________________________________________________________________________________________________________

shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint

_____________________________________________________________________________ , Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated _______________________

X _________________________________________________________________________________________________________________________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions)

 

SIGNATURE GUARANTEED:

 

 

 

TRANSFER FEE WILL APPLY


 

Exhibit 5.1

THE LAW OFFICE OF
CONRAD C. LYSIAK, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
EMAIL: cclysiak@lysiaklaw.com

 

December 19, 2008

 

Securities and Exchange Commission
100 F Street, N.E.
Washington, D. C. 20549

 

RE: Bearing Mineral Exploration, Inc.

 

Ladies/Gentlemen:

      I have acted as counsel for Bearing Mineral Exploration, Inc., a Nevada company (the “Company”), in connection with the preparation of a registration statement on Form S-1 (the “Registration Statement”) pursuant to the United States Securities Act of 1933, as amended (the “Act”) to be filed with the Securities and Exchange Commission (the “SEC”) in connection with a proposed public offering by certain shareholders of 2,668,750 common shares, $0.001 par value per share, of the Company’s common stock (the “Shares”) at an offering price of $0.15 per share.

     You have asked me to render my opinion as to the matters hereinafter set forth herein.

      I have examined originals and copies, certified or otherwise identified to my satisfaction, of all such agreements, certificates, and other statements of corporate officers and other representatives of the company, and other documents as I have deemed necessary as a basis for this opinion. In my examination I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. I have, when relevant facts material to my opinion were not independently established by me, relied to the extent I deemed such reliance proper upon written or oral statements of officers and other representatives of the Company.

 

 


 

Securities and Exchange Commission
RE: Bearing Mineral Exploration, Inc.
December 19, 2008
Page 2

 

 

      Based upon and subject to the foregoing, I am of the opinion that insofar as the laws of Nevada are concerned:

      1.      

The Company is a corporation duly organized and validly existing under the laws of Nevada.

 
2.      

The Shares to be sold as described in the Registration Statement have been duly authorized and legally issued as fully paid and non-assessable shares.

      I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement, and to the use of my firm name wherever appearing in the Registration Statement.

Yours truly,
The Law Office of Conrad C. Lysiak, P.S.
  BY:   CONRAD C. LYSIAK  
    Conrad C. Lysiak  


 

 

 

 

 

 

 

 

 


Exhibit 10.1

TRUST AGREEMENT

This Trust Agreement will verify that the following mineral claim is held in Trust by Gerhard Schlombs of Toronto, ON, for Bearing Mineral Exploration, Inc. (a Nevada Corporation):

NAME OF CLAIM   LICENSE NUMBER PERCENTAGE OF TITLE
 
COLLINS LAKE   014978 M 100%
(comprising 9 claim blocks totaling 225 hectares)      

The above mineral claim is located in Collins Lake, Central Newfoundland, CANADA.

Signed, Sealed and Delivered this 14 th day of August, 2008.


GERHARD SCHLOMBS
Gerhard Schlombs
Signed, Sealed and Delivered by Gerhard Schlombs

In the presence of:

LAURA BROWN
Laura Brown
Witness Name

89 Wishing Well Drive
Toronto, ON M1T 1J4
Address

Child Care Worker
Occupation

 

 


 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation in this Registration Statement on Form S-1of our report dated December 16, 2008 with respect to the audited financial statements of Bearing Mineral Corporation for the year ended October 31, 2008.

We also consent to the references to us under the heading “Experts” in such Registration Statement.

MALONE & BAILEY, PC
Malone & Bailey, PC
www.malone bailey.com
Houston, Texas

December 19, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

Exhibit 23.2

THE LAW OFFICE OF
CONRAD C. LYSIAK, P.S.
601 West First Avenue, Suite 903
Spokane, Washington 99201
(509) 624-1475
FAX: (509) 747-1770
EMAIL: cclysiak@lysiaklaw.com

 

 

 

C ONSENT

      I HEREBY CONSENT to the inclusion of my name in connection with the Form S-1 Registration Statement filed with the Securities and Exchange Commission as attorney for the registrant, Bearing Mineral Exploration, Inc.

     DATED this 19 th day of December, 2008.

Yours truly,
  
The Law Office of Conrad C. Lysiak, P.S.
  
  By:   CONRAD C. LYSIAK  
    Conrad C. Lysiak