AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 20 , 2004

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JwlillZjEFbQQeaQspzZG1qq1DbM5JqvV/zIxss7xL2+YBxVf3BUCvOj96lHjr04 kgZbmyCsB+h17PW+wfaRCA== 0001096350-04-000195.txt : 20041115 0001096350-04-000195.hdr.sgml : 20041115 20041115123119 ACCESSION NUMBER: 0001096350-04-000195 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Empirical ventures, Inc. CENTRAL INDEX KEY: 0001301704 IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-120486 FILM NUMBER: 041143136 BUSINESS ADDRESS: STREET 1: 1224 WASHINGTON AVENUE CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 604 731-2110 MAIL ADDRESS: STREET 1: 1224 WASHINGTON AVENUE CITY: MIAMI BEACH STATE: FL ZIP: 33139 SB-2 1 sbtwo.htm AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON September 20 , 2004

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON November 8, 2004

Registration No.

U.S. Securities and Exchange Commission Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EMPIRICAL VENTURES, INC

(Name of small business issuer in its charter)

NEVADA 7380

(State or other jurisdiction of (Primary Standard (I.R.S. Employer

incorporation or organization) Industrial Identification

Classification Code No)

Number)

2775 Fir Street, Suite 3E

Vancouver BC, Canada, V6J3C2

604-731-2110

(Address and telephone number of principal executive offices)

Copies of Communications to:

Joseph I. Emas, Attorney at Law

1224 Washington Avenue

Miami Beach, Florida 33139

Telephone: 305-531-1174

Fax: 305-531-1274

------------------------------------------

Nevada Agency & Trust Company

50 West Liberty Street, Suite 880

Reno, Nevada, 89501

(775) 322-0626

(Name, address and telephone number of agent for service)

___________________________

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration

Statement.

If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under 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 pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities

Act registration statement number of the earlier effective registration

statement for the same offering. |__|____________

If this Form is a post-effective amendment filed pursuant to Rule 462(d)

under the Securities Act, check the following box and list the Securities

Act registration statement number of the earlier effective registration

statement for the same offering. |__|____________

If delivery of the prospectus is expected to be made pursuant to Rule

434, check the following box.

|__|____________

CALCULATION OF REGISTRATION FEE

Title of each Proposed Proposed

class of maximum maximum

securities Amount to be offering price aggregate Amount of

to be registered registered per unit (1) price (2) registration fee(2)

Common Stock 4,386,662 $0.015 $65,800 $8.34

(1) Based on last sales price on July 19, 2004 and the anticipated price

selling security holders will offer and sell their shares of common stock.

(2) Estimated solely for the purpose of calculating the registration fee

in accordance with Rule 457 under the Securities Act.

Note: Specific details relating to the fee calculation shall be furnished

in notes to the table, including references to provisions of Rule 457

(Section 230.457 of this chapter) relied upon, if the basis of the

calculation is not otherwise evident from the information presented in

the table. If the filing fee is calculated pursuant to Rule 457(o) under

the Securities Act, only the title of the class of securities to be

registered, the proposed maximum aggregate offering price for that class

of securities and the amount of registration fee needed to appear in the

Calculation of Registration Fee table. Any difference between the dollar

amount of securities registered for such offerings and the dollar amount

of securities sold May be carried forward on a future registration

statement pursuant to Rule 429 under the Securities Act.

The registrant hereby amends this registration statement on such date or

dates as May be necessary to delay its effective date until the

registrant shall file a further amendment which specifically states that

this registration statement shall thereafter become effective in

accordance with Section 8(a) of the Securities Act of 1933 or until the

registration statement shall become effective on such date as the

Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, Dated November 12, 2004

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

PROSPECTUS

EMPIRICAL VENTURES INC.

(A Development Stage Company)

2775 Fir Street, Suite 3E

Vancouver BC, Canada, V6J3C2

604-731-2110

4,386,662 SHARES OF COMMON STOCK

----------------

This prospectus covers the 4,386,662 shares of common stock of

Empirical Ventures Inc. being offered by certain selling security holders.

We will not receive any proceeds from the sale of the shares by the

selling security holders.

There is presently no public market for our shares. The selling security

holders will offer and sell the shares of common stock at $.015 per share

until our shares are quoted on the OTC Bulletin Board and thereafter at

prevailing market prices or privately negotiated prices.

You should rely only on the information contained in this prospectus to make your investment decision. We have not authorized anyone to provide you with different information. The selling security holders are not offering these securities in any state where the offer is not permitted. The information in this prospectus is accurate as of the date on the front page of this prospectus, but the information may have changed since that date.

The purchase of the securities offered through this prospectus involves

a high degree of risk. You should purchase shares only if you can afford

a complete loss of your investment. See section entitled "Risk Factors"

on pages 4 - 8.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES

COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON

THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE

CONTRARY IS A CRIMINAL OFFENSE.

- ----------------

The Date of this Prospectus is: November 12, 2004.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements regarding, among other things, (a) our projected sales and profitability, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for working capital. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words "may," "will," "should," "expect," "anticipate," "estimate," "believe," "intend," or "project" or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainti es, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," as well as in this prospectus generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under "Risk Factors" and matters described in this prospectus generally. This prospectus contains market data related to our business. This data has been included in articles published by independent industry sources. Although we believe these sources are reliable, we have not independently verified this market data. This market data includes projections that are based on a number of assumptions. If any on e or more of these assumptions turns out to be incorrect, actual results may differ materially from the projections based on these assumptions. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading. Each forward-looking statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business made elsewhere in this prospectus as well as other pubic reports which may be filed with the United States Securities and Exchange Commission (the "SEC"). You should not place undue reliance on any forward-looking statement as a prediction of actual results or developments. We are n ot obligated to update or revise any forward-looking statement contained in this prospectus to reflect new events or circumstances, unless and to the extent required by applicable law.

TABLE OF CONTENTS

PART I PROSPECTUS

Page No.

PROSPECTUS SUMMARY.................................................... 3

RISK FACTORS.......................................................... 4

Need for Additional Financing......................................... 4

Dilution from Additional Financing.................................... 4

No Market for Our Common Stock........................................ 4

Lack of Operating History............................................. 4

Doubt as to Our Ability to Continue as a Going Concern................ 4

Marketable Product.................................................... 5

Part Time Management.................................................. 5

Competition........................................................... 5

Customer Base......................................................... 5

Program Errors and Defects............................................ 5

Rapid Technology Change............................................... 5

Management Control.................................................... 6

Penny Stock Rules..................................................... 6

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS............. 7

USE OF PROCEEDS....................................................... 7

SELLING SECURITY HOLDERS.............................................. 7

PLAN OF DISTRIBUTION.................................................. 10

LEGAL PROCEEDINGS..................................................... 11

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.......... 11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT............................................................ 12

DESCRIPTION OF SECURITIES............................................. 13

INTEREST OF NAMED EXPERTS AND COUNSEL................................. 13

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES........................................ 14

ORGANIZATION WITHIN LAST FIVE YEARS................................... 14

DESCRIPTION OF BUSINESS............................................... 14

PLAN OF OPERATION..................................................... 22

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS………………………………………………………. 32

DESCRIPTION OF PROPERTY............................................... 26

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS........................ 26

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............. 28

EXECUTIVE COMPENSATION................................................ 29

AVAILABLE INFORMATION................................................. 30

REPORTS TO SECURITY HOLDERS........................................... 30

FINANCIAL STATEMENTS..................................................F-1

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS............................II-1

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION..........................II-1

RECENT SALES OF UNREGISTERED SECURITIES..............................II-1

EXHIBITS.............................................................II-2

UNDERTAKINGS.........................................................II-3

PROSPECTUS SUMMARY

This summary highlights important information about our company and business. Because it is a summary, it may not contain all of the information that is important to you. To understand this offering fully, you should read this entire prospectus and the financial statements and related notes included in this prospectus carefully, including the "Risk Factors" section. Unless the context requires otherwise, "we," "us," "our", " and the "company" and similar terms refer to Empirical Ventures, Inc.

Empirical Ventures, Inc.

Empirical Ventures Inc. is a corporation formed under

the laws of the State of Nevada, whose principal executive offices

are located at 2775 Fir Street, Suite 3E Vancouver BC, Canada

our telephone number is 604-731-2110

Our Business and Business Strategy

We are a development stage company and have not begun

revenue producing activities. Our business plan is to further develop

and commercialize a software program that provides reservation and support services to the hospitality and tourism industries via the internet. We plan to market our software as a service to Hotel and motel chains as well as civic and regional tourism bureaus in the U.S. and Canada. We plan to further develop our software program as an easy to use, functional, responsive and integrated program that focuses on the needs of these industries.

Our plan is to earn revenue from the sale of our software product.

We acquired the prior development and prototype software of

the of the Darrwin Software Program on May 18,2004 Our development plan

calls for completion of a web and test site. To complete our

plan we will need to hire additional staff and consultants and

invest in certain equipment.

We incurred a loss in the amount $8610.00 of for the period

from incorporation to June 30, 2004. At June 30, 2004 our

working capital was $48,690.00 .

Securities Being Offered 4,386,662 shares of common stock.

Securities Issued

And to be Issued 9,486,662 shares of common stock are

issued and outstanding as of the date

of this prospectus. All of the common

stock to be sold under this prospectus

will be sold by existing stockholders.

Use of Proceeds We will not receive any proceeds from

the sale of the common stock by the

selling stockholders.

RISK FACTORS

An investment in our common shares involves a high degree of risk and is subject to many uncertainties. These risks and uncertainties may adversely affect our business, operating results and financial condition. Our most significant risks and uncertainties are described below; however, they are not the only risks we face. If any of the following risks actually occur, our business, financial condition, or results or operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein. You should acquire shares of our common stock only if you can afford to lose your entire investment. In order to attain an appreciation for these risks and uncertainties, you should read this prospectus in its entirety and consider all of the information and advisements contained in this prospectus, including the following risk factors and uncertainties.

We need additional financing and there is no assurance it can be

obtained, which will likely prevent us from ever becoming

profitable.

We currently have insufficient capital to meet our business

plan. We cannot assure that we will be able to raise capital

or develop sufficient revenues. In the absence of financing and

obtaining additional capital, it is doubtful that we will be able

to continue operations, which means that you will not be able to

recover your investment in our shares of common stock.

Any additional financing may significantly dilute your equity

interest in our stock.

We hope to raise additional financing in the future. Even if

we are able to obtain capital, any financing will likely involve a

dilution of the interest of our stockholders upon the issuance of

additional shares of common stock and other securities. Given our

weak economic state, the terms upon which capital May be available

could well involve substantial dilution to our stockholders, which

May reduce significantly the value of your investment in our

shares.

Because there is currently no market for our common stock,

investors may find it extremely difficult to resell their shares

and should not expect liquidity.

There is currently no market for our common stock. We

anticipate applying for trading of our common stock on the OTC

Bulletin Board upon the effectiveness of this registration

statement of which this prospectus forms part. We cannot assure

you that our common stock will be traded on the bulletin board or,

if traded, that a market will materialize. In the absence of a

public market for our common stock, an investment in our shares

would be considered illiquid. Even if a public market is

established, it is unlikely a liquid market will develop.

Investors seeking liquidity in a security should not purchase our

common stock.

Because we have limited operating history, you may find it difficult to

evaluate our company.

We are presently in the process of further developing

our software program that will be required to complete our business plan.

We have not yet earned any revenues and we will not be able to earn

any revenues until development of our Web and test sites are

complete. Accordingly, we have no operating history from which

investors can evaluate our future business prospects or

management's performance. As a result, you have no reliable means

to determine whether you should make an investment in our company.

Because of our financial condition and because we have not been

able to complete our business plan and develop revenues, our

financial statements disclose that there is substantial doubt as to

our ability to continue as a going concern.

As at June 30, 2004, we had $48,690.00 of working capital on

hand. Our business plan calls for significant expenses in

connection with the further development of our software program and

completion of our web and test sites.

In addition, we anticipate that revenues, if any, from operations will

not be realized until sometime after our web and test sites are complete. Because of our financial condition and these circumstances, our financial statements disclose there is substantial doubt as to our ability to continue as a going concern. It is not possible at this time to predict the outcome of these matters and whether we will ever become financially viable and develop revenues sufficient to achieve any level of profitability. As a result, investors who acquire our common shares must recognize that they May loose their entire investment.

If we are unable to sell a marketable product, our ability to

generate revenue would be limited.

Our web site and test site are currently in the development

stage. In order to commence sales, we will have to complete these

developments. We will also have to complete testing of both our web site and test site prior to commencing full commercial operations in order to ensure that the sites are functioning properly and is capable of being marketed to the public. If we are unable to complete these developments, we will not be able to market our program or earn any revenues.

We rely on our President who does not devote his full business time

to our business. If our President is not available, we may not be

able to implement our business plan and investors May loose their

entire investment.

We have only one director and we rely principally on Mr. Derek Ward our President for his entrepreneurial skills and experience and to implement our business plan. Presently Mr. Ward does not devote full time and attention to our affairs which could result in delays in implementing our business plan. Moreover, we do not have an employment agreement with any of our directors or officers including Mr. Ward. Accordingly, if Mr. Ward does not continue to manage our affairs, or devote sufficient amounts of his business time to enable us to implement our business plan, our business would likely fail and you may loose your entire investment.

To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.

We do not anticipate paying cash dividends on our common shares in the foreseeable future, and we cannot assure an investor that funds will be legally available to pay dividends or that even if the funds are legally available, that the dividends will be paid.

We face intensive competition within the Software application

industry and do not have sufficient resources to compete

effectively.

We face competition from a wide range of competitors in the

software application industry. These companies include

large, well established and financially stronger companies several

of which are able to write and develop their own software in house.

As we have indicated previously, we have only limited resources to

compete and may never have sufficient funds to be able to develop

our applications and market our product so that we may

become a factor in this industry. These competitive disadvantages

represent another factor which may cause investors in our stock to

loose the value of their investment.

If we are not able to develop a customer base, we will have limited

prospects for generating revenues.

If we are not able to achieve a customer base, then we will

not be able to achieve revenues. Establishing a base of customers

will require that we undertake marketing efforts that are

successful in bringing users to our web and test sites that will

purchase our software program. If we are not successful in developing a

customer base as a result of our marketing efforts, then our

ability to generate revenue would be severely limited.

If our program contains programming errors or defects, it would

adversely affect our reputation and cause us to loose customers.

The development of our software program requires that we

undertake system integration and computer programming. There is a

risk that the system integration and software programming that we

complete as part of the development process will contain errors and

defects including errors and defects in the system's security

subsystem that we will not be able to discover until we commence

operations. Our software program may develop system errors or

defects or security failures that cause harm to our users data.

Problems experienced by users and loss of users data and business

processes will adversely impact our reputation and ability to earn

revenues, to retain existing customers or to develop new customers.

If we are not able to adapt to rapid technology change and develop

new products, we May not be able to attract or retain customers and

we will be unable to stay in business.

We will be required to update and refine our software program,

web and test sites once we complete development in

order to address technological change. The market for software programs

such as ours is characterized by rapid technological changes, frequent

new product introductions and changes in consumer requirements. We

may be unable to respond quickly or effectively to these developments,

as we may not have sufficient resources or money

required to develop or acquire new technologies or to introduce new

services capable of addressing these developments. If we are

unable to update and refine our technology and services once

development is complete in response to technological change, then

we may not be able to attract or retain customers and we will not

be able to stay in business.

Because Derek Ward, our President controls approximately 52.71 % of our outstanding common stock, he will control and make corporate decisions and investors will have limited ability to affect corporate decisions.

Mr. Derek Ward and own and control approximately 52.71% of the

outstanding shares of our common stock. Accordingly, he will have

almost complete influence in determining the outcome of all

corporate transactions and business decisions. The interests of

Mr. Ward and may differ from the interests of the other

stockholders, and since they have the ability to control most

decisions through his control of our common stock, our investors

will have limited ability to affect decisions made by management.

We are subject to the certain anti-takeover provisions under Nevada law, which could discourage or prevent a potential takeover of our company that might otherwise result in you receiving a premium over the market price for your common shares.

As a Nevada corporation, we are subject to certain provisions of the Nevada General Corporation Law that anti-takeover effects and may inhibit a non-negotiated merger or other business combination. These provisions are intended to encourage any person interested in acquiring us to negotiate with, and to obtain the approval of, our Board of Directors in connection with such a transaction. However, certain of these provisions may discourage a future acquisition of us, including an acquisition in which the shareholders might otherwise receive a premium for their shares. As a result, shareholders who might desire to participate in such a transaction may not have the opportunity to do so.

Because we are subject to the "penny stock" rules, the tradeability

of our common stock will be limited which may make it more

difficult for investors to sell their shares.

We are subject to "penny stock" regulations and even if a

market for our common stock ever develops, unless the trading price

of our common stock is $5.00 per share or more, then trading in

our common stock would be subject to the requirements of Rule 15g-9

under the Securities Exchange Act. Under this rule, additional

sales practice requirements are imposed on broker-dealers who sell

such securities to persons other than established customers and

accredited investors (generally those with assets in excess of

$1,000,000 or annual income exceeding $200,000 or $300,000 together

with a spouse). For transactions covered by these rules, the

broker-dealer must make a special suitability determination for the

purchase of such securities and have received the purchaser's

written consent to the transaction prior to the purchase.

Additionally, for any transaction involving a penny stock, unless

exempt, the rules require the delivery, prior to the transaction,

of a disclosure schedule prescribed by the Commission relating to

the penny stock market. The broker-dealer also must disclose the

commissions payable to both the broker-dealer and the registered

representative and current quotations for the securities. Finally,

monthly statements must be sent disclosing recent price information

on the limited market in penny stocks. Consequently, the "penny

stock" rules may restrict the ability of broker-dealers to sell our

shares of common stock. The market price of our shares would

likely suffer as a result. A market in our common stock may never

develop due to these factors.

Risks associated with forward-looking statements.

This prospectus contains certain forward-looking statements regarding management's plans and objectives for future operations, including plans and objectives relating to our planned marketing efforts and future economic performance. The forward-looking statements and associated risks set forth in this prospectus include or relate to:

Our ability to obtain a meaningful degree of consumer acceptance for

software programs now and in the future,

Our ability to market our software programs at competitive prices now and

in the future,

Our ability to maintain brand-name recognition for our software programs

now and in the future,

Our ability to maintain an effective distributors network,

Our success in forecasting demand for our software programs now and in

the future,

Our ability to maintain pricing and thereby maintain adequate profit

margins, and

Our ability to obtain and retain sufficient capital for future

operations.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common

stock offered through this prospectus by the selling stockholders.

SELLING SECURITY HOLDERS

The selling stockholders named in this prospectus are offering

all of the shares of common stock offered through this

prospectus. The shares include the following:

shares of our common stock that the selling

stockholders acquired from us in an offering that was exempt from

registration under Regulation S of the Securities Act of 1933 and

completed on June 30, 2004.

Unless otherwise stated below, to our knowledge no selling security holder nor any of affiliate of such shareholder has held any position or office with, been employed by or otherwise has had any material relationship with us or our affiliates during the three years prior to the date of this prospectus. The number and percentage of shares beneficially owned before and after the sales is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted. The total number of common shares sold under this prospectus may be adjusted to reflect adjustments due to stock dividends, stock distributions, splits, combinations or re - -capitalizations. None of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer to our knowledge.

The following table provides information regarding the

beneficial ownership of our common stock held by each of the

selling stockholders, including:

1. the number of shares owned by each prior to this

offering;

2. the total number of shares that are to be offered

for each;

3. the total number of shares that will be owned by

each upon completion of the offering;

4. the percentage owned by each; and

5. the identity of the beneficial holder of any entity

that owns the shares.

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

- ------------------------------------------------------------------------------

Mike Bacchus 66,667 66,667 Nil Nil

88 Nottingham Harbour

Sherwood Park

Alberta, Canada

Enzo Bruno 93,333 93,333 Nil Nil

9112- 164 Avenue

Edmonton Alberta

Canada

Adrian Caccia 33,333 33,333 Nil Nil

10922-126 Street

Edmonton, Alberta

Canada

David Couch 100,000 100,000 Nil Nil

1218 Potter Greens

Drive, Edmonton

Alberta, Canada

Cindy Couch 100,000 100,000 Nil Nil

1218 Potter Greens

Drive, Edmonton

Alberta, Canada

Jennifer Couch 100,000 100,000 Nil Nil

25 Halden Crescent

Spruce Grove

Alberta, Canada

Jeff Couch 100,000 100,000 Nil Nil

25 Halden Crescent

Spruce Grove

Alberta, Canada

Theodore Degner 200,000 200,000 Nil Nil

9219 Strathearn

Drive

Edmonton Alberta

Canada

Terry Degner 200,000 200,000 Nil Nil

11 Hutchinson Place

St. Albert

Alberta Canada

TABLE IS CONTINUED FROM PAGE 10

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

- ------------------------------------------------------------------------------

Lawrence Divorski 66,666 66,666 Nil Nil

33 Summerton Landing

Sherwood Park

Alberta Canada

Marion Ellis 666,666 666,666 Nil Nil

PO Box 1026

St. Paul Alberta

Canada

Lora Garneau 200,000 200,000 Nil Nil

9726-95 Street

Edmonton Alberta

Canada

Barry GreenField 66,667 66,667 Nil Nil

6588 Barnard Drive,

Suite 50

Richmond BC

Canada

Tim Haas 66,667 66,667 Nil Nil

13125-110 Avenue

Edmonton Alberta

Canada

Janis James 133,333 133,333 Nil Nil

2407-49 Street

Edmonton Alberta

Canada

Gerald Johnson 600,000 600,000 Nil Nil

1875-104 Street

Edmonton Alberta

Canada

Patrick Kennedy 133,334 133,334 Nil Nil

3500 Gilmore Street

Burnaby BC

Canada

TABLE IS CONTINUED FROM PAGE 11

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

- ------------------------------------------------------------------------------

David King 33,333 33,333 Nil Nil

45 Cimmaron Way

Sherwood Park

Alberta, Canada

Connie McDougall 66,667 66,667 Nil Nil

15811-69 Street

Edmonton Alberta

Canada

Lisa Melville 100,000 100,000 Nil Nil

3 Landsdowne

Close,

Spruce Grove

Alberta, Canada

Bruce Melville 166,666 166,666 Nil Nil

3 Landsdowne

Close,

Spruce Grove

Alberta, Canada

Amanda Pilgaard 133,334 133,334 Nil Nil

3500 Gilmore Street

Burnaby BC

Canada

Michael Poirier 33,333 33,333 Nil Nil

3408-136 Avenue

Edmonton Alberta

Canada

Ana Riveros 33,333 33,333 Nil Nil

7308-140 Ave.

Edmonton, Alberta

Canada

Brendan Sherwin 13,333 13,333 Nil Nil

627 Wotherspoon Close

Edmonton Alberta

Canada

TABLE IS CONTINUED FROM PAGE 12

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

- ------------------------------------------------------------------------------

Donald Smith 200,000 200,000 Nil Nil

2323 24 Avenue

Calgary Alberta

Canada

Denis St. Andre 133,333 133,333 Nil Nil

26229 Meadowview

Drive, RR1

Station Main

St. Albert

Alberta, Canada

Robert Talarica 33,334 33,334 Nil Nil

11206-93 Street

Edmonton Alberta

Canada

Marcella Ward 66,666 66,666 Nil Nil

51 Heritage Drive

St. Albert

Alberta, Canada

Gordon Ward 33,333 33,333 Nil Nil

8956 156 St.

Suite 111

Edmonton Alberta

Canada

Patricia Ward 33,333 33,333 Nil Nil

8956 156 St.

Suite 111

Edmonton Alberta

Canada

Janel Winslow 13,333 13,333 Nil Nil

627 Wotherspoon Close

Edmonton Alberta

Canada

Melanie Whittingham 33,333 33,333 Nil Nil

16119-110 Avenue

Edmonton Alberta

Canada

TABLE IS CONTINUED FROM PAGE 13

Total Total Total shares

Shares shares to to be owned Percent

owned be offered upon owned upon

prior for selling completion completion

Selling to this security of this of this

security holder offering holders offering offering

account

- ------------------------------------------------------------------------------

Terry Whittinghan 33,333 33,333 Nil Nil

16119-110 Avenue

Edmonton Alberta

Canada

Jeffrey Wright 33,333 33,333 Nil Nil

7 Stoneshire Close

Spruce Grove

Alberta Canada

Dennis Zubot 133,333 133,333 Nil Nil

18927-46 Avenue

Edmonton Alberta

Canada

Jacqueline Zubot 133,333 133,333 Nil Nil

18927-46 Avenue

Edmonton Alberta

Canada

The numbers in this table assume:

that none of the selling stockholders sells shares of common stock

not being offered in this prospectus or purchases additional shares

of common stock, and assumes that all shares offered are sold.

The percentages are based on 4,386,662 shares of common stock

outstanding on the date hereof.

PLAN OF DISTRIBUTION

The selling shareholders will offer and sell their shares at

$0.015 per share until our shares are quoted on the OTC Bulletin

Board or a national securities exchange and thereafter at

prevailing market prices or privately negotiated prices. The

initial offering is based on recent sales at $0.015 per share in May, June

and July 2004. Our common stock is presently not traded on any market or

securities exchange, although a market maker has informed us of its

interest to file an application for us to become eligible for

quotation on the OTC Bulletin Board.

The selling shareholders may sell our common stock in the over-the-counter market, or on any securities exchange on which our common stock is or becomes listed

or traded, in negotiated transactions or otherwise, at market prices existing at the time of sale, at prices related to existing market prices, through Rule 144 transactions or at negotiated prices.

Usual and customary or specifically negotiated brokerage

fees or commissions may be paid by the selling security holders in

connection with sales of securities. The shares will not be sold

in an underwritten public offering.

The selling security holders may sell the securities in one or

more of the following methods:

- on the "pink sheets" or in the over-the-counter market or

on such exchanges on which our shares may be listed from time-to-

time;

- in transactions other than on such exchanges or in the

over-the-counter market, or a combination of such transactions,

including sales through brokers, acting as principal or agent,

sales in privately negotiated transactions, or dispositions for

value by any selling security holder to its partners or members,

subject to rules relating to sales by affiliates; or

- through the issuance of securities by issuers other than

us, convertible into, exchangeable for, or payable in our shares.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold 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 the state or an exemption from the registration or qualification requirement is available and complied with.

Although not expected, if the selling stockholders enter into

an agreement after effectiveness, to sell their shares to a broker-

dealer as principal and the broker-dealer is acting as an

underwriter, then Empirical Ventures Inc. will file a post-effective

amendment to the registration statement, of which this prospectus

is a part, identifying the broker-dealer, providing the required

information on the plan of distribution and revising the disclosure

in the prospectus. In addition we will also file such agreement as an

exhibit to the registration statement.

In making sales, brokers or dealers used by the selling

security holders may arrange for other brokers or dealers to

participate. The selling security holders and others through whom

such securities are sold may be "underwriters" within the meaning

of the Securities Act for the securities offered, and any profits

realized or commission received may be considered underwriting

compensation.

At the time a particular offer of the securities is made by or

on behalf of a selling security holder, to the extent required, a

prospectus is to be delivered. The prospectus will include the

number of shares of common stock being offered and the terms of the

offering, including the name or names of any underwriters, dealers

or agents, the purchase price paid by any underwriter for the

shares of common stock purchased from the selling security holder,

and any discounts, commissions or concessions allowed or re-allowed

or paid to dealers, and the proposed selling price to the public.

In the event that shares of selling security holders listed in this

prospectus are transferred to other persons and parties by way of

gift, devise, pledge or other testamentary transfer, we will file a

prospectus supplement to identify the new selling security holders.

We have told the selling security holders that the anti-

manipulative rules under the Securities Exchange Act of 1934,

including Regulation M, may apply to their sales in the market.

With certain exceptions, Regulation M precludes any selling

security holders, any affiliated purchasers and any broker-dealer

or other person who participates in the distribution from bidding

for or purchasing, or attempting to induce any person to bid for or

purchase any security which is the subject of the distribution

until the entire distribution is complete. Regulation M also

prohibits any bids or purchase made in order to stabilize the price

of a security in connection with an at the market offering such as

this offering. We have provided each of the selling security

holders with a copy of these rules. We have also told the selling

security holders of the need for delivery of copies of this

prospectus in connection with any sale of securities that are

registered by this prospectus. All of the foregoing may affect the

marketability of our common stock.

We are bearing all costs relating to the registration of the

common stock and will pay these costs from cash in priority to our

operating expenses. The selling stockholders, however, will pay

any commissions or other fees payable to brokers or dealers in

connection with any sale of the common stock.

This offering will terminate on the date that all shares offered

by this Prospectus have been sold by the selling shareholders.

Penny Stock Rules

We are subject to "penny stock" regulations under Rule 15g-9

under the Securities Exchange Act. If a market for our common

stock ever develops, we will remain subject to this rules unless

the trading price of our common stock is not less than $5.00 per

share. The penny stock rules require a broker-dealer, prior to

transaction in a penny stock not otherwise exempt from the rules,

to deliver a standardized risk disclosure document that provides

information about penny stocks and the nature and level of risks in

the penny stock market.

The broker-dealer must also provide the customer with current

bid and offer quotations for the penny stock, the compensation

of the broker-dealer and its salesperson in the transaction, and,

if the broker-dealer is the sole market maker, the broker-dealer

must disclose this fact and the broker-dealer's presumed control

over the market, and monthly account statements showing the market

value of each penny stock held in the customer's account. In addition,

broker-dealers who sell these securities to persons other than established customers and "accredited investors" must make a special written

determination that the penny stock is a suitable investment for the purchaser

and receive the purchaser's written agreement to the transaction.

LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings that, if decided adversely to us, would have a material adverse effect upon our business, results of operations or financial condition and are not aware of any threatened or contemplated proceeding by any governmental authority against our company.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names, positions and the

ages of our directors and executive officers. Directors are

elected at our annual meeting of stockholders and serve for a one

year term or until removed from office in accordance with our

bylaws or their successors are elected and qualify. Officers are

appointed by the board of directors and their terms of office are,

except to the extent governed by employment contract, at the

direction of the board of directors. Directors do not currently

receive any compensation for their services in acting as directors.

Director

Name Age Position Since

- --------------------------------------------------------------------

Derek Ward 38 Chief Executive Officer, 2004

President, Secretary,

Treasurer, Director

and Principal Accounting Officer

Biographical Information

Derek Ward, Has Acted as our President, Secretary, Treasurer and a director

since the company’s inception April 14, 2004. from 1997 to present Mr. Ward

Has been employed as a sales manager for Can-Cell industries, his duties include

training employees, development of marketing plans and the setup and implementation of sales seminars. Also, Mr. Ward manages the development of new clients for all 10

branches of Can-cell though out Western Canada.

The Officers of the company do not devote their full time and

attention to our affairs. We estimate that Mr. Ward devotes

approximately 25% of his time to our business.

Family Relationships

There are no family relationships between any two or more of our directors or executive officers. There is no arrangement or understanding between any of our directors or executive officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current board of directors. There are also no arrangements, agreements or understandings to our knowledge between non-management shareholders that may directly or indirectly participate in or influence the management of our affairs.

Involvement in Certain Legal Proceedings

To the best of our knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive officer of the Company: (1) any bankruptcy petition filed by or against any business of which such person 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 (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any

competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the commodities futures trading commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding

our common stock beneficially owned as of the date of this

prospectus, by:

(i) each stockholder known by us to be the beneficial

owner of five (5%) percent or more of our outstanding

common stock;

(ii)each of the our executive officers and directors;

(iii) all executive officers and directors as a group.

As at the date hereof, there were shares of our common stock issued and outstanding.

Name and Address Amount and Nature of Percent

Beneficial Owner Beneficial Owner of Class

Derek Ward 5,000,000 52.71%

All Executive

Officers and Directors

as a group

(1 person) 5,000,000 52.71 %

(1) Unless otherwise indicated the address of each of the listed

beneficial owners identified is 2775 Fir Street Suite 3E Vancouver BC, Canada V6J3C2

(2) The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 and 13d-5 of the Exchange Act, and the information is not necessarily indicative of beneficial ownership for any other purpose. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted.

Under securities law, a person is considered a "beneficial owner" of a security if that person has or shares power to vote or direct the voting of such security or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has a right to acquire

beneficial ownership within 60 days.

Change of Control

There are currently no arrangements known to us, which will or

in the future could, result in a change of control.

DESCRIPTION OF SECURITIES

General

The following description of our capital stock is a summary of

the material terms and is subject to and qualified in its entirety

by our articles of incorporation, our bylaws and Nevada Law. Our

authorized capital stock consists of 60,000,000 shares consisting

of two classes of stock as follows:

Common Stock

Our articles of incorporation authorize the issuance of

50,000,000 shares of common stock, par value $0.001. Each holder

of common stock is entitled to one vote for each share held on all

matters properly submitted to the stockholders for their vote.

Cumulative voting for the election of directors is not permitted by

the articles of incorporation.

Holders of outstanding shares of common stock are entitled to

such dividends as may be declared from time to time by the board of

directors out of legally available funds and, in the event of

liquidation, dissolution or winding up of the our affairs. In the

event that any of the aforementioned situations occur holders are

entitled to receive, ratably, our net assets available to

stockholders after distribution is made to the preferred

stockholders, if any, who are given preferred rights upon

liquidation. Holders of outstanding shares of common stock have no

preemptive, conversion or redemptive rights. To the extent that

additional shares of our common stock are issued, the relative

interests of then existing stockholders may be diluted.

As of the date of this prospectus, there were 9,486,662 shares

of our common stock issued and outstanding, held by thirty eight

(38) stockholders of record.

Preferred Stock

Our articles of incorporation authorize the issuance of

10,000,000 shares of preferred stock, par value $0.001. Our board

of directors is authorized to issue the preferred stock from time

to time in series and is further authorized to establish such

series, to fix and determine the variations in the relative rights

and preferences as between series, to fix voting rights, if any,

for each series, and to allow for the conversion of preferred stock

into common stock. No preferred stock has been issued to date.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having

prepared or certified any part of this prospectus or having given

an opinion upon the validity of the securities being registered or

upon other legal matters in connection with the registration or

offering of the common stock was employed on a contingency basis,

or had, or is to receive, in connection with the offering, a

substantial interest, direct or indirect, in the registrant or any

of its parents or subsidiaries. Nor was any such person connected

with the registrant or any of its parents or subsidiaries as a

promoter, managing or principal underwriter, voting trustee,

director, officer, or employee.

Joseph I. Emas, our independent legal counsel, has

provided an opinion on the legality of the issuance of the

securities being offered herein.

The financial statements included in this prospectus and

registration statement have been audited by Amisano Hanson,

Chartered Accountants, to the extent and for the period set forth

in their report appearing elsewhere herein and in the registration

statement, and are included in reliance upon such report given upon

the authority of said firm as experts in auditing and accounting.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Neither our Articles of Incorporation nor Bylaws prevent us from indemnifying our officers, directors and agents to the extent permitted under the Nevada Revised Statute ("NRS"). NRS Section 78.502, provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to Section 78.502(1) or 78.502(2), or in defense of any claim, issue or matter therein.

corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or

completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for am ounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

NRS Section 78.747, provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The question of whether a director or officer acts as the alter ego of a corporation must be determined by the court as a matter of law.

No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed hereby in the Securities Act and we will be governed by the final adjudication of such issue.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated under the laws of the State of Nevada on

April 14, 2004, and are in the early developmental stage.

Effective May 18, 2004, we entered into an agreement to acquire

the prior development, existing designs and pilot implementation of a

Software program known as Darrwin from 3493734 Manitoba, Ltd. In consideration for a purchase price of $5,000.00 and 100,000 common shares of the company’s stock, $245,000 in further development expenditures and a royalty on our net revenues. Royalties are determined at the rate of 2% of net revenues until the amount paid or payable aggregates up to $250,000 and thereafter, at the rate of 1%.

Management believes that this royalty rate is favorable in relationship to the

software licensing fees normally paid in transactions of this sort.

We have not been involved in any bankruptcy, receivership or similar proceeding, nor have we been involved in any material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business.

DESCRIPTION OF BUSINESS

Business of Issuer

Our plan is to provide as our principal product, the “Darrwin” software Program and to commercialize this software program that provides the ability to make and secure reservations for hotels and various other services via the internet. We plan to market our software in the U.S. and Canada. We plan to further develop our software program as an easy to use, functional, responsive and integrated program that focuses on the needs of the tourism and hospitality industries, for which we would sell our program to them. We are currently in the development stage and are just engaging in business operations and have not begun revenue producing activities. Our current objective is to complete further development of our product including the establishment of a viable commercial Product and to market it.

Current and Planned Development

On May 18, 2004, we entered into an agreement to acquire

the prior development, designs and pilot implementation of a

Software Program, known as Darrwin from 34937343 Manitoba Ltd.,

who developed the original design and implementation methodology

for the software program.

At the time of our acquisition the program was operational and

capable of booking hotel reservations on a Windows 2000 or Windows NT platform.

We acquired the software program designs, methods and know-how

for the software program. We did not acquire any hardware and only acquired the existing software code for the existing program as well as any software code or scripts developed, so that further development and upgrades to the program can be done in a more efficient manner. Under the terms of our agreement, we paid 3493734 Manitoba Ld. $5,000.00 and 100,000 common shares of the company’s stock.

Since our acquisition in May 2004, management’s focus has been mainly on the

design and development of our web site and researching possible locations for our test site. We have mainly focused our limited resources on implementing

preliminary design of our web site.

Our activities have been principally conducted by our management and

are currently ongoing.

Our business plan can be summarized in two principal

categories as outlined below. We estimate the development period

required to complete further development and upgrades for our software program would be six months to two years at an estimated cost of $245,000. At

present we do not have sufficient funds to engage additional

employees or contractors and to proceed with our development plan.

Continuation of development and ultimately the marketing of our

proposed product is conditional upon our obtaining additional

funding. While we are able to proceed with continued

development and upgrades of our software program on a limited

basis without additional funding, we will need additional funding

in order to fully complete the further development and upgrades

of the Darrwin software program.

1. Development of Web Site and Test Site

For marketing of our product, our plan includes the

development of a web site and web-based test site of our

for our software program. Our web site will incorporate information

about ourselves and our product. The test site will allow potential

customers the ability to tryout the features and usability of our

software prior to purchasing.

We have not commenced development of these components. We

plan to outsource the development of the web site to a firm with

expertise in designing web sites and have identified companies that

have the capability to complete this development. We have identified the environment and method for developing the software test, and have identified companies or individuals that have the ability to complete such a software test site.

2. Marketing of the Darrwin software program

Our objective will be to commence marketing upon completion of

development of the website and test site. Our marketing strategy

is proposed to be directed toward the located in the U.S. or Canada.

We plan to outsource the development of our marketing,

including the development of logos, art and design work for our

brochures and web site. We also expect to outsource our marketing

functions for the launch of our software program and ongoing

marketing functions for the foreseeable future. We believe an

independent marketing team, paid under a fair commission program

with channels for reporting customer contacts will provide the best

value and allow our management to concentrate on the further development of our product and managing the Company.

Intellectual Property

We currently plan to market our product as the “Empirical Ventures, Darrwin”. although we have not yet applied for such a registered trademark and there is no assurances that such mark would be available that we would be granted such mark. We have obtained the right to use the Internet domain name

, www.darrwin-travel.com We do not have and cannot acquire any property rights in an Internet address.

To protect our rights to intellectual property, we will rely

on a combination of trademark, copyright law, trade secret

protection, and confidentially agreements.

Competition

We will compete with numerous providers of online or Internet

accessible business applications and services companies, many of

which have far greater financial and other resources than we do.

Many of these companies have established histories and

relationships in providing online applications or systems that

enable them to attract talent, marketing support, the interest of

decision makers and financing. Moreover, proven track records are

of paramount consideration in selecting vendors.

We plan to compete through the further development of our integrated,

and easy to use software . We also plan to aggressively market the software program through successful marketers as well as through our own web site.

While our management has significant business experience,

we, as a company, have no proven track record in the online

services industry. We can provide no assurance that we will be

able to successfully market a commercially viable product or

compete in this industry.

Government Regulations

Due to the increasing popularity and use of the Internet, it

is possible that a number of laws and regulations may be adopted

with respect to the Internet generally, covering issues such as

user privacy, pricing, and characteristics and quality of products

and services. Similarly, the growth and development of the market

for Internet commerce may prompt calls for more stringent consumer

protection laws that may impose additional burdens on those

companies conducting business over the Internet. The adoption of

any such laws or regulations may decrease the growth of commerce

over the Internet, increase our cost of doing business or otherwise

have a harmful effect on our business.

Currently, governmental regulations have not materially

restricted the use or expansion of the Internet. However, the legal

and regulatory environment that pertains to the Internet is

uncertain and may change. New and existing laws may cover issues

that include:

* Sales and other taxes;

* User privacy;

* Pricing controls;

* Characteristics and quality of products and services;

* Consumer protection;

* Cross-border commerce;

* Libel and defamation;

* Copyright, trademark and patent infringement; and

* Other claims based on the nature and content of Internet

materials.

These new laws may impact our ability to develop and market

our Darrwin software system in accordance with our business plan.

We may have to qualify to do business in other jurisdictions.

If we commence our Darrwin software business, we anticipate that our

sales and our customers will be in multiple states and provinces and potentially foreign countries. As our customers may be resident in such states and foreign

countries, such jurisdictions may claim that we are required to

qualify to do business as a foreign company in each such state and

foreign country. Failure to qualify as a foreign company in a

jurisdiction where required, could subject us to fines, penalties

or other prosecutions.

Research and Development Expenditures

We have not expended any money on research and development as yet.

We have however spent $5,000.00 on the acquisition of prior development costs and plan to expend in the next 24 month period the sum of $245,000 on expenses associated with the further development and continuing upgrades of our software program.

We expect to continue to develop our software program and

expect to devote a significant proportion of our revenues and

capital funds to developing enhancements to our software program

and maintaining our competitive positioning.

Environmental Regulations

We are not aware of any environmental laws that will be

applicable to the operation of our business.

Employees

We currently have no full-time employees, two part-time

employees. Mr. Derek Ward, our President and Chief Executive Officer

is a part-time employee. As prospects and circumstances warrant, we

will engage additional full-time and part-time employees, as well

as consultants, to perform required services.

PLAN OF OPERATION

Current Operation Development

In furtherance of our business model:

On May 18, 2004, we acquired the, prior development and

pilot implementation of the Darrwin software program from

3493734 Manitoba Ltd. Corporation, a company controlled by Larry Cherrett.

Since our acquisition of, prior development, pilot and designs,

we have continued to progress our development plan focusing on

web design and finding a suitable location to implement a test site.

Based on the current usability of the Darrwin software program has confirmed

development issues and the opportunity for improving our proposed product.

We are planning upgrading our pilot software to incorporate new designs and to fully compatible with the Windows XP platform. Our objective with this upgrade are

to provide better segregation of our customers' data;

to ensure privacy of our users activities; and to improve administration of user identities and system permissions. We will test the upgraded pilot to confirm it meets these objectives.

Our plan of operations for the twelve months following the

date of this registration statement is to complete the following

objectives within the time period specified, subject to our

obtaining funding for the further development and marketing of

our software program.

To accomplish our objectives, we will need to undertake

significant development work and will accordingly need to hire

additional employees, contractors and further, engage consultants

to enable us to undertake marketing. Our plan is to hire such

employees and consultants directly. In addition, we plan to

employ or engage directly until such hiring or engagements are

completed and staff training is completed. Progress in development

and the hiring of additional staff is conditional upon our

obtaining financing.

The projected time to complete each of the elements of our

plan of operations and its anticipated cost are discussed

below:

1. Complete Development of Web and Test Sites

We have commenced development of our web site and web-based

Test site. Provided funds are available, we anticipate

that this component could be completed in a period of less than 90

days.

2. Marketing

We plan to undertake the development of a logo and other art

and to develop a look and feel for our brochures and web site and

which we will incorporate into an advertising and marketing

campaign once the development of our test and web

sites are approaching completion. We anticipate that the marketing materials

and campaign would be designed by an outside marketing consulting

firm.

Employees and Consultants

We currently have no full-time employees, one part-time

employees, Mr. Derek Ward, our President and Chief Executive

Officer. Our full-time and part-time employee and consulting positions are

not expected to exceed 4 persons in the near future, including

, a senior programmer/developer and a website designer/developer We will contract with other consultants for specialized development to the extent required.

MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, and in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer which are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. You are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date made.

The following important factors, among others, in some cases have affected and in the future could affect the Company's actual results and could cause the Company's actual financial performance to differ materially from that expressed in any forward-looking statement: (i) the extremely competitive conditions that currently exist in the market for companies similar to the Company and (ii) lack or resources to maintain the Company's good standing status and requisite filings with the Securities and Exchange Commission. The foregoing list should not be construed as exhaustive and the Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. The following discussion should be read in conjunction with our financial statements and their explanatory notes included as part of this prospectus.

Results of Operations

We have not begun revenue-producing activities.

Currently, we are not a party to any binding agreements that will generate

revenues. Due to our lack of revenue-production to date, and our

lack of contractual commitments to generate revenue, there is no

basis at this time for investors to make an informed determination

as to the prospects for our future success. For similar reasons,

our auditors have included in their report covering our financial

statements for the period from incorporation to June 30, 2004,

that there is substantial doubt about our ability to continue as a

going concern.

For the period from incorporation April 14, 2004 through

June 30, 2004 we incurred a deficit of $8610.00. Through June 30, 2004,

we funded our operations through the sale of our equity securities.

In June 2004, we completed the sale of 3,819,992 shares of common stock for proceeds to us of $57,300.00. Additionally, we completed the sale of 566,670 share subsequent to June 30, 2004, the total proceeds received from this sale was $8,500. The sale of these shares was effected off-shore, pursuant to SEC rules, regulations and interpretations, including Regulation S.

The funds available to us currently are insufficient to carry

out our plan of operations and complete our further development of our software program and our web and test sites and, as we will be unable to generate revenues until such time as the development of our sites is completed, we will require additional financing in order to pursue our plan of operations and our business plan.

As at June 30, 2004 we had current assets net of non-related

amounts payable of $62,225.00 which are sufficient to pay the

remaining costs of the offering estimated of $27,008.34, leaving

us with working capital of $21,681.66 to cover the costs of our

web and test sites and general working capital.

Our financial plan requires us to seek additional capital in

the private and/or public equity markets. This additional capital

may be provided by the sale of equity or debt securities, or

through the issuance of debt instruments. If we receive additional

funds through the issuance of equity securities, however, our

existing stockholders may experience significant dilution.

If we issue new securities, they may contain certain rights, preferences

or privileges that are senior to those of our common stock.

Moreover, we may not be successful in obtaining additional

financing when needed or on terms favorable to our stockholders.

As we have no commitments from any third parties to provide additional

equity or debt funding, we cannot provide any assurance that

we will be successful in attaining such additional funding.

Our current operations are budgeted at approximately $1,500.00

per month or a total of $18,000.00 over the next twelve month period.

In the absence of third-party funding, Where we determine that the

available funding is insufficient to maintain our current

operations, we will reduce our expenditures accordingly.

We expect our management, affiliates and current stockholders would support

this minimum budget over the next twelve month period. Although

management has indicated a willingness to provide additional

financing for such limited operations, we have no written

commitments for funding and accordingly we can provide no assurances

that additional funding, as required, will be available to us

or be available to us upon acceptable terms. If we receive no

additional funding, we will eventually have to cease operations.

It is our objective to carry out our plan and successfully market

our product. Based on our above mentioned budget, we will be able to operate

our business, which will allow us to seek proper funding. If we are unable to obtain additional funding to conduct our development program, it is not our plan to seek other business opportunities including acquiring or merging with a

private company unless such an acquisition or merger was with a

strategic business partner or business that strengthened and

furthered our business plan as outlined in this registration

statement.

We anticipate incurring continuing operating losses for the

foreseeable future. We base this expectation, in part, on the fact

that we will incur substantial operating expenses in completing our

future development program and anticipate any revenues earned

Will assist in offsetting the costs of this future development, but

it is not likely cover these costs. Our future financial results are

also uncertain due to a number of factors, some of which are outside

our control. These factors include, but are not limited to:

(a) our ability to develop a commercially marketable software program

with the features and functionality sought by our potential customers;

(b) our ability to successfully market our software program

to potential customers;

us to generate revenues that exceed our operating costs; and

(d) the introduction and availability of competing services.

As a result of the material uncertainties discussed above

regarding our financial position and our ability to carry out

our business plan and market our proposed product, persons who

cannot afford a complete loss of their investment should not

purchase our securities.

We believe the above discussion contains a number of

forward-looking statements. Our actual results and our actual

plan of operations May differ materially from what is stated

above. Factors which May cause our actual results or our

actual plan of operations to vary include, among other things,

decisions of our board of directors not to pursue a specific

course of action based on its reassessment of the facts or new

facts, changes in the application hosting business or general

economic conditions and those other factors identified in this

prospectus.

DESCRIPTION OF PROPERTY

We do not own or lease any real property. Our principal

executive offices are controlled by Mr. Derek Ward, our President

and a director.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as set forth below, there have been no material

transactions, series of similar transactions, currently proposed

transactions, or series of similar transactions, to which we are or

will be a party, in which any of our directors or executive officers,

any security holder who is known by us to own of record or beneficially more

than five percent of our common stock, any promoter, or any member

of the immediate family of any of the foregoing persons, had a

material interest.

Mr. Derek Ward May be considered a promoter within the

meaning of the federal securities Laws. At this time we have not formulated any corporate policies for entering into transactions with affiliated parties.

Members of our management team are not employed by us on a

full-time basis. They are involved in other business activities

and may, in the future become involved in other businesses. If a

specific business opportunity becomes available, such persons May

face a conflict in selecting between our business and their other

business interests.

We do not have and do not intend in the future to formulate

a policy for the resolution of such conflicts. We currently have

no agreements with members of our management team.

We have not determined when an employment agreement would be

entered into with Derek Ward, our President however we have

determined to review entering into an agreement after a public

market for our common shares develops.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock

There is presently no public market for our common stock. We

anticipate applying for trading of our common stock on the OTC

Bulletin Board upon the effectiveness of the registration statement

of which this prospectus forms a part. However, we can provide no

assurance that our shares will be traded on the bulletin board or,

if traded, that a public market will materialize.

Holders of Our Common Stock

As of the date of this registration statement, we had (39) registered stockholders.

Rule 144 Shares

A total of 5,000,000 shares of our common stock will be

available for resale to the public after May 7 , 2004,

in accordance with the volume and trading limitations of

Rule 144 of the Act. In general, under Rule 144 as

currently in effect, a person who has beneficially owned shares of

a company's common stock for at least one year is entitled to sell

within any three month period a number of shares that does not

exceed the greater of:

1. 1% of the number of shares of our common stock then

outstanding which, in our case, will equal approximately 146,500

shares as of the date of this prospectus; or

2. the average weekly trading volume of our common stock

during the four calendar weeks preceding the filing of a notice on

form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale

provisions and notice requirements and to the availability of

current public information about us.

Under Rule 144(k), a person who is not one of our affiliates

at any time during the three months preceding a sale, and who has

beneficially owned the shares proposed to be sold for at least 2

years, is entitled to sell shares without complying with the manner

of sale, public information, volume limitation or notice provisions

of Rule 144.

As of the date of this prospectus, persons who are our

affiliates hold 5,000,000 shares that may be sold pursuant to Rule

144 after May 7, 2005.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling

stockholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or

bylaws that prevent us from declaring dividends

after giving effect to the distribution of the dividend:

1. We would not be able to pay our debts as they become due

in the usual course of business; or

2. Our total assets would be less than the sum of our

total liabilities plus the amount that would be needed to

satisfy the rights of stockholders who have preferential

rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to

declare any dividends in the foreseeable future.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information relating to all

compensation awarded to, earned by or paid by us during each of the

preceding three fiscal years to: (a) all individuals serving as our

Chief Executive Officer in the fiscal year ended June 30, 2004;

and (b) each of our executive officers who earned more than

$100,000 during the fiscal year ended June 30, 2004:

Other Securities

Annual Underlying All

Name and Fiscal Compen- Options/ LTIP Other

Principal Position Year Salary Bonus sation SARs (#)Payouts Compensation

Derek Ward 2004 - - - - - -

President, CEO

Secretary

Treasurer

Option Grants in Last Fiscal Year

We did not grant any stock options to the executive officers

during our most recent fiscal year ended . We have

also not granted any stock options to executive officers.

Compensation of Directors

There are no standard arrangements pursuant to which directors

are compensated for any services provided as director. No

additional amounts are payable to directors for committee

participation or special assignments performed for and on our

behalf.

Employment Contracts and Termination of Employment

and Change-in-Control Arrangements

There are no employment contracts, compensatory plans or

arrangements, including payments to be received from us, with

respect to any of our directors or executive officers which would

in any way result in payments to any such person because of his or

her resignation, retirement or other termination of employment with

us, any change in control of us, or a change in the person's

responsibilities following such a change in control.

AVAILABLE INFORMATION

Availability of Additional Information

We have filed a registration statement on form SB-2 under the

Securities Act of 1933 with the Securities and Exchange Commission

with respect to the shares of our common stock offered through this

prospectus. This prospectus is filed as a part of that

registration statement and does not contain all of the information

contained in the registration statement and exhibits. Statements

contained in the registration statement are summaries of the

material terms of the referenced contracts, agreements or documents

and are not necessarily complete. In each instance, we refer you

to the copy of the contracts or other documents filed as exhibits

to this registration statement, and the statements we have made in

this prospectus are qualified in their entirety by reference to the

referenced contracts, agreements or documents.

The registration statement, including all exhibits, May be

inspected without charge at the SEC's Public Reference Room at 450

Fifth Street, N.W. Washington, D.C. 20549. Copies of these

materials May also be obtained from the SEC's Public Reference at

450 Fifth Street, N.W., Room 1024, Washington D.C. 20549, upon the

payment of prescribed fees. You May obtain information on the

operation of the Public Reference Room by calling the SEC at 1-800-

SEC-0330.

The registration statement, including all exhibits, has been

filed with the SEC through the Electronic Data Gathering, Analysis

and Retrieval system. Following the effective date of the

registration statement, we will become subject to the reporting

requirements of the Exchange Act and in accordance with these

requirements, will file annual, quarterly and special reports, and

other information with the SEC.

We also intend to furnish our stockholders with annual reports

containing audited financial statements and other periodic reports

as we think appropriate or as may be required by law.

This registration statement and other filings made by us with the

SEC through its Electronic Data Gathering, Analysis and Retrieval Systems are publicly available through the SEC's site on the World Wide Web located at

http//www.sec.gov.

REPORTS TO SECURITY HOLDERS

We will voluntarily send a report annually to stockholders

including our annual audited financial statements.

FINANCIAL STATEMENTS Page

Annual Audited Financial Statements

Independent Auditors' Report F-2

Financial Statements

Balance Sheet F-3

Statement of Operations F-4

Statement of Cash Flows F-5

Statement of Stockholders' Deficiency F-6

Notes to the Financial Statements F-7 - F-10

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

(Stated in US Dollars)

TERRY AMISANO LTD.	AMISANO HANSON
KEVIN HANSON, CA	CHARTERED ACCOUNTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders,

Empirical Ventures, Inc.

We have audited the accompanying consolidated balance sheet of Empirical Ventures, Inc. (A Development Stage Company) and subsidiary as of June 30, 2004 and the related consolidated statement of operations, stockholders' equity and cash flows for the period April 14, 2004 (Date of Incorporation) to June 30, 2004. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, these consolidated financial statements referred to above present fairly, in all material respects, the financial position of Empirical Ventures, Inc. and subsidiary as of June 30, 2004 and the results of their operations and their cash flows for the period April 14, 2004 (Date of Incorporation) to June 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company is in the Development stage and has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada	*“AMISANO HANSON”*
September 22, 2004, except for Note 8 ii), which	CHARTERED ACCOUNTANTS
is as of November 12, 2004

750 WEST PENDER STREET, SUITE 604	TELEPHONE: 604-689-0188
VANCOUVER CANADA	FACSIMILE: 604-689-9773
V6C 2T7

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

June 30, 2004

(Stated in US Dollars)

ASSETS			2004
Current
Cash			$ 62,225

Technology rights – Note 3			6,500

			$ 68,725

LIABILITIES
Current
Accounts payable and accrued liabilities			$ 13,535

STOCKHOLDERS’ EQUITY
Preferred stock
10,000,000 shares authorized, $0.001 par value none issued
Common stock
50,000,000 shares authorized, $0.001 par value 8,919,992 issued and outstanding			8,920
Additional paid-in capital			54,880
Deficit accumulated during the development stage			( 8,610)

			55,190

			$ 68,725

Nature and Continuance of Operations – Note 1

Commitment – Note 3

Subsequent Events – Note 8

SEE ACCOMPANYING NOTES

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS

for the period April 14, 2004 (Date of Incorporation) to June 30, 2004

(Stated in US Dollars)

		April 14, 2004
		(Date of Incor-
		poration) to
		June 30,
		2004
Expenses
Audit fees		$ 2,000
Consulting fees		5,750
Legal fees		785
Office and miscellaneous		75

Net loss for the period		( 8,610)

Basic and diluted loss per share		$ ( 0.00)

Weighted average number of shares outstanding		3,695,128

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

for the period April 14, 2004 (Date of Incorporation) to June 30, 2004

(Stated in US Dollars)

		April 14, 2004
		(Date of Incor-
		poration) to
		June 30,
		2004
Operating Activities
Net for the period		$ ( 8,610)
Change in non-cash working capital balance related to operations
Accounts payable and accrued liabilities		13,535

		4,925

Investing Activity
Acquisition of technology		( 5,000)


Financing Activity
Issuance of common stock		62,300

Increase in cash during the period		62,225

Cash, beginning of the period		-

Cash, end of the period		$ 62,225

Supplemental disclosure of cash flow information
Cash paid during the period for:
Interest		$ -

Income taxes		$ -

Non-cash Transaction – Note 7

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

for the period April 14, 2004 (Date of Incorporation) to June 30, 2004

(Stated in US Dollars)

				Deficit
				Accumulated
			Additional	During the
	Common Shares		Paid-in	Development
	Number	Par Value	Capital	Stage	Total

Balance, April 14, 2004 (Date of Incorporation)	-	$ -	$ -	$ -	$ -

Capital stock subscribed for cash:
– at $0.001	5,000,000	5,000	-	-	5,000
– at $0.015	3,819,992	3,820	53,480	-	57,300
Pursuant to an acquisition agreement – at $0.015	100,000	100	1,400	-	1,500
Net loss for the period	-	-	-	( 8,610)	( 8,610)

Balance, as at June 30, 2004	8,919,992	$ 8,920	$ 54,880	$ ( 8,610)	$ 55,190

EMPIRICAL VENTURES, INC.

(A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2004

(Stated in US Dollars)

Note 1

Nature and Continuance of Operations

The Company is in the development stage. The Company entered into a Technology Purchase Agreement dated May 18, 2004 to acquire the rights to a proprietary Software Program (Note 3).

These consolidated financial statements have been prepared on a going concern basis. As at June 30, 2004, the Company has accumulated a deficit of $8,610 since inception. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its capital needs by issuing equity securities. These financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

The Company was incorporated in the State of Nevada, United States of America on April 14, 2004.

Note 2

Summary of Significant Accounting Policies

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

The consolidated financial statements have, in management’s opinion been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary Empirical Ventures Ltd. (“EVL”), a Company incorporated under the Company Act of British Columbia on May 13, 2004. All inter-company transactions have been eliminated.

Note 2

Summary of Significant Accounting Policies – (cont’d)

Development Stage Company

The Company complies with Financial Accounting Standards Board Statement (“FAS”) No. 7 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as Development stage.

Foreign Currency Translation

The Company’s functional currency is the Canadian dollar as substantantially all of the Company’s operations are in Canada. The Company used the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission and in accordance with the FAS No. 52 “Foreign Currency Translation”.

Assets and liabilities are denominated in a foreign currency are translated at the exchange rate in effect at the year end and capital accounts are translated at historical rates. Income statement accounts are translated at the average rates of exchange prevailing during the period. Translation adjustments from the use of different exchange rates from period to period are included in the Comprehensive Income account in Stockholder’s Equity, if applicable.

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

Basic and Diluted Loss Per Share

In accordance with FAS No. 128, “Earnings Per Share’, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. At June 30, 2004, the Company had no stock equivalents that were anti dilutive and excluded in the loss per share computation.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with FAS No. 109 “Accounting for Income Taxes”. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carryforwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Note 2

Summary of Significant Accounting Policies – (cont’d)

Impairment of Long-lived Assets

Capital assets are reviewed for impairment in accordance with FAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets”, which was adopted effective January 1, 2002. Under FAS No. 144, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, which the carrying value of the asset exceeds the fair value.

Financial Instruments

The carrying value of the Company’s financial instruments consisting of cash and accounts payable and accrued liabilities approximate their fair value due to the short-term maturity of these instrument. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

New Accounting Standards

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

Note 3

Technology Rights

By a Technology Purchase Agreement dated May 18, 2004, EVL acquired all rights to a proprietary software program marketed under the trade name “Darrwin” in consideration of $5,000 (paid subsequent to June 30, 2004) and 100,000 common shares of the Company. A royalty of 2%, calculated on the net sales revenue, is payable up to a maximum of $250,000. Thereafter, the royalties shall be reduced to 1%. In addition, the Company will incur up to $245,000 for additional software development costs.

Note 4

Deferred Tax Assets

The following table summarizes the significant components of the Company’s deferred tax assets:

	Total
Deferred Tax Assets
Non-capital loss carryforward	$ 1,292
Less valuation allowance	( 1,292)

	$ -

Note 4

Deferred Tax Assets – (cont’d)

The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carryforwards that is likely to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carryforwards, regardless of their time of expiry.

Note 5

Income Taxes

No provision for income taxes has been provided for in these consolidated financial statements due to the net loss. At June 30, 2004 the Company has net operating loss carryforwards, which expire commencing in 2024, totalling approximately $8,610, the benefit of which has not been recorded in the consolidated financial statements.

Note 6

Related Party Transaction

During the period April 14, 2004, (Date of Incorporation) to June 30, 2004, the Company issued 5,000,000 shares of common stock for $5,000 to a director of the Company.

Note 7

Non-cash Transaction

Investing and financing activities that do not have an impact on current cash flows are excluded from the statement of cash flows. During the period ended June 30, 2004, the Company issued 100,000 common shares at $0.015 per share pursuant to the acquisition of technology rights. This transaction has been excluded from the statement of cash flows.

Note 8

Subsequent Events

Subsequent to June 30, 2004, the Company received $8,500 pursuant to share subscription agreements to issue 566,620 common shares at $0.015 per share.

ii)

Subsequent to June 30, 2004, the Company has filed a registration statement on Form SB-2 with the Securities and Exchange Commission in the state of Nevada for the public distribution of 4,386,662 common shares by existing shareholders. The Company will not receive any proceeds from the sale of the shares.

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS

NRS 78.502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect t o any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

NRS Section 78.502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as t o which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

II-1

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated costs of this offering are as follows:

Securities and Exchange Commission

registration fee 8.34

Federal Taxes NIL

State Taxes and Fees NIL

Transfer Agent Fees 1,000.00

Accounting fees and expenses 6,000.00

Legal fees and expenses 10,000.00

Consulting 10,000.00

Miscellaneous NIL

_________

Total $27,008.34

All amounts are estimates other than the Commission's

registration fee. As at June 30, 2004 $2,000 of these expenses had

been incurred and are reflected in the operating loss for the

period then ended.

We are paying all expenses of the offering listed above. No

portion of these expenses will be borne by the selling

stockholders. The selling stockholders, however, will pay any

other expenses incurred in selling their common stock, including

any brokerage commissions or costs of sale.

II-2

RECENT SALES OF UNREGISTERED SECURITIES

We issued 5,000,000 shares of common stock on May 7, 2004

to Mr. Derek Ward, at a price of $0.001 for proceeds of $5,000

We completed an offering of shares of our common stock at a price of

$0.015 per share to a total of 30 purchasers on June 30, 2004. The

total amount received from this offering was $57,300. Additionally, we

completed an offering subsequent to June 30, 2004 Which completed on July

19, 2004 at a price of $0.015 to 7 Individuals the total amount received

from this subsequent offering was $8,500. We completed the offering pursuant

to Rule 903 of Regulation S (i.e., Category 3) of the Securities Act. Each

purchaser represented to us in the subscription agreement that he

was a non-U.S. person as defined in Regulation S. We did not

engage in a distribution of this offering in the United States.

Each purchaser represented his intention to acquire the securities

for investment only and not with a view toward distribution. Each

purchaser represented to us that he will resell such securities

only in accordance with the provisions of Regulation S which

prohibit sales to or for the benefit of a U.S. person, pursuant to

registration under the Act, or pursuant to an available exemption

from registration and agrees not to engage in hedging transactions

with regard to such securities unless in compliance with the Act.

Appropriate legends were affixed to the stock certificate issued to

each purchaser in accordance with Regulation S which, among other

things, precludes transfers except as provided above. Each

purchaser was given adequate access to sufficient information about

us to make an informed investment decision. None of the securities

were sold through an underwriter and accordingly, there were no

underwriting discounts or commissions involved. Each subscription

agreement precluded transfer except under the above conditions. No

registration rights were granted to any of the purchasers.

We did not utilize an underwriter for any of the foregoing.

Other than the securities mentioned or referenced above, we have

not issued or sold any securities since..

EXHIBITS

Number Description of exhibit

3.1 Articles of Incorporation

3.2 Bylaws

4.1 Regulation "S" Securities Subscription Agreement

5.1 Opinion of Joseph I Emas, Attorney at Law, with consent to use

10.1 Technology Purchase Agreement with 3493734 Manitoba Ltd.

23.1 Consent of Amisano Hanson, Chartered Accountants

23.2 Consent of Joseph I Emas Attorney at Law (See Exhibit 5.1)

II-3

UNDERTAKINGS

The undersigned registrant hereby undertakes:

1.To file, during any period in which we offer or sell

securities, a post-effective amendment to this

registration statement:

(i) To include any prospectus

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

(ii) To reflect in the prospectus any facts or events which,

individually or together, represent a fundamental change in the

information in the registration statement, and Notwithstanding the

foregoing, and increase or decrease in volumes of securities

offered (if the total dollar value of securities offered

would not exceed that which was registered) and any deviation from

the low or high end of the estimated maximum offering range May be

reflected in the form of prospectus filed with the

Commission pursuant to rule 424(b)if, in the aggregate, the

changes in the volume and price represent no more than a 20%

change in the maximum aggregate offering price set forth in the

"Calculation of Registration Fee" table in the effective

registration statement; and

(iii) To include any additional or changed

material information on the plan of distribution.

2.That, for the purpose of determining any liability

under the Securities Act, each such post-effective

amendment shall be deemed to be a new registration

statement relating to the securities offered herein, and

the offering of such securities at that time shall be

deemed to be the initial bona fide offering thereof.

3.To remove from registration by means of a post-

effective amendment any of the securities being registered

hereby which remain unsold at the termination of the

offering.

Insofar as indemnification for liabilities arising under the

Securities Act May be permitted to our directors, officers and

controlling persons pursuant to the provisions above, or otherwise,

we have been advised that in the opinion of the Securities and

Exchange Commission such indemnification is against public policy

as expressed in the Securities Act, and is, therefore,

unenforceable.

II-4

In the event that a claim for indemnification against such

liabilities, other than the payment by us of expenses incurred or

paid by one of our directors, officers, or controlling persons in

the successful defense of any action, suit or proceeding, is

asserted by one of our directors, officers, or controlling persons

in connection with the securities being registered, we will,

unless in the opinion of its counsel the matter has been settled by

controlling precedent, submit to a court of appropriate

jurisdiction the question whether such indemnification is against

public policy as expressed in the Securities Act, and we will be

governed by the final adjudication of such issue.

SIGNATURES

In accordance with the requirements of the Securities Act of

1933, the registrant certifies that it has reasonable grounds to

believe that it meets all of the requirements for filing on Form SB-

2 and authorized this amendment to the registration statement to be

signed on its behalf by the undersigned, thereunto duly authorized,

in the, on November8, 2004.

Empirical Ventures Inc.

(Registrant)

By:/s/Derek Ward

Derek Ward

President, Principal Executive, Financial

And Accounting Officer

In accordance with the requirements of the Securities Act of

1933, this amendment to the registration statement has been signed

by the following persons in the capacities and on the dates stated.

Signature Title Date: November8, 2004

- ----------------------------------------------------------------------------

________/s/Derek Ward President, Chief Executive November 12, 2004

Officer, Secretary, Treasurer

and Director

(Principal Executive, Financial and

Accounting Officer)

EX-3.1 2 ex3one.htm Converted by FileMerlin

ARTICLES OF INCORPORATION

EMPIRICAL VENTURES CORPORATION, INC.

**************************************************************

The undersigned, acting as incorporator, pursuant to the provisions of the laws of the State of Nevada relating to private corporations, hereby adopts the following Articles of Incorporation:

ARTICLE ONE. (NAME)

The name of the corporation is: EMPIRICAL VENTURES, INC..

ARTICLE TWO. (RESIDENT AGENT)

The initial agent for service of process is Nevada Agency and Trust 50 West Liberty Street , Suite 880, Reno, State of Nevada 89501

ARTICLE THREE. (PURPOSES) The purposes for which the corporation is organized are to engage in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America, and without limiting the generality of the foregoing, specifically:

(OMNIBUS).To have to exercise all the powers now or

hereafter conferred by the laws of the State of Nevada upon

corporations organized pursuant to the laws under which

the corporation is organized and any and all acts

amendatory thereof and supplemental thereto.

II.

(CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on its business or any branch thereof in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country, and to have and maintain in any state, territory, or foreign country a business office, plant, store or other facility.

III.

(PURPOSES TO BE CONSTRUED AS POWERS). The purposes specified herein shall be construed both as purposes and powers and shall be in no wise limited or restricted by reference to, or inference from, the terms of any other clause in this or any other article, but the purposes and powers specified in each of the clauses herein shall be regarded as independent purposes and powers, and the enumeration of specific purposes and powers shall not be construed to limit or restrict in any manner the meaning of general terms or of the general powers of the corporation; nor shall the expression of one thing be deemed to exclude another, although it be of like nature not expressed.

ARTICLE FOUR. (CAPITAL STOCK)

The corporation shall have authority to issue an aggregate of SIXTY MILLION (60,000,000) shares of stock, par value ONE MILL($0.001) per share divided into two (2) classes of stock as follows for a total capitalization of SIXTY THOUSAND DOLLARS ($60,000).

(A)

NON-ASSESSABLE COMMON STOCK: FIFTY MILLION (50,000,000) shares of Common stock, Par Value ONE MILL ($0.001) per share, and

(B)

PREFERRED STOCK: TEN MILLION (10,000,000) shares of Preferred stock, Par Value ONE MILL ($0.001) per share.

All capital stock when issued shall be fully paid and non-assessable. No holder of shares of capital stock of the corporation shall be entitled as such to any pre-emptive or preferential rights to subscribe to any unissued stock, or any other securities, which the corporation may now or hereafter be authorized to issue.

The corporation's capital stock may be issued and sold from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration so fixed is not less than par value.

Holders of the corporation's Common Stock shall not possess cumulative voting rights at any shareholders meetings called for the purpose of electing a Board of Directors or on other matters brought before stockholders meetings, whether they be annual or special.

ARTICLE FIVE. (DIRECTORS). The affairs of the corporation shall be governed by a Board of Directors of not more than fifteen (15) nor less than one (1) person. The name and address of the first Board of Directors is:

NAME ADDRESS

Kennedy. Kerster

104-1015 Columbia Street Suite 811

New Westminster BC, Canada

ARTICLE SIX. (ASSESSMENT OF STOCK). The capital stock of the corporation, after the amount of the subscription price or par value has been paid in, shall not be subject to pay debts of the corporation, and no paid up stock and no stock issued as fully paid up shall ever be assessable or assessed.

ARTICLE SEVEN. (INCORPORATOR). The name and address of the incorporator of the corporation is as follows:

NAME

ADDRESS

Kennedy. Kerster

104-1015 Columbia Street Suite 811

New Westminster BC, Canada

ARTICLE EIGHT. (PERIOD OF EXISTENCE).

The period of existence of the

Corporation shall be perpetual.

ARTICLE NINE. (BY-LAWS)

Its Board of Directors shall adopt the initial By-laws of the corporation. The power to alter, amend, or repeal the By-laws, or to adopt new By-laws, shall be vested in the Board of Directors, except as otherwise may be specifically provided in the By-laws.

ARTICLE TEN. (STOCKHOLDERS' MEETINGS). Meetings of stockholders shall be held at such place within or without the State of Nevada as may be provided by the By-laws of the corporation. The President or any other executive officer of the corporation, the Board of Directors, or any member may call special meetings of the stockholders thereof, or by the record holder or holders of at least ten percent (10%) of all shares entitled to vote at the meeting. Any action otherwise required to be taken at a meeting of the stockholders, except election of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by stockholders having at least a majority of the voting power.

ARTICLE ELEVEN. (CONTRACTS OF CORPORATION)

No contract or other transaction between the corporation and any other corporation, whether or not a majority of the shares of the capital stock of such other corporation is owned by this corporation, and no act of this corporation shall be any way be affected or invalidated by the fact that any of the directors of this corporation are pecuniarily or otherwise interested in, or are directors or officers of such other corporation. Any director of this corporation, individually, or any firm of which such director may be a member, may be a party to, or may be pecuniarily or otherwise interested in any contract or transaction of the corporation; provided, however, that the fact that he or such firm is so interested shall be disclosed or shall have been known to the Board of Directors of this corporation, or a majority thereof; and any director of this corporation who is also a director or officer of such other corporation, or who is so interested, may e counted in determining the existence of a quorum at any meeting of the Board of Directors of this corporation that shall authorize such contract or transaction, and may vote thereat to authorize such contract or transaction, with like force and effect as if he were no such director or officer of such other corporation or not so interested.

ARTICLE TWELVE. (LIABILITY OF DIRECTORS AND OFFICERS) No director or officer shall have any personal liability to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except that this Article Twelve shall not eliminate or limit the liability of a director or officer for (I) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of the Nevada Revised Statutes.

IN WITNESS WHEREOF. The undersigned incorporator has hereunto affixed his/her signature at, New Westminster BC, this 13^th day of April, 2004

__/s/Kennedy Kerster______________________________

KENNEDY KERSTER

EX-3.2 3 ex3two.htm Converted by FileMerlin

BYLAWS

EMPIRICAL VENTURES, INC.

(A NEVADA CORPORATION)

ARTICLE I

OFFICES

Section . Registered Office. The registered office of the corporation in the State of Nevada shall be in the City of Reno, State of Nevada.

Section . Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

Section . Corporate Seal. The corporate seal shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS' MEETINGS

Section . Place of Meetings. Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the office of the corporation required to be maintained pursuant to Section 2 hereof.

Section . Annual Meeting.

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The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.

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At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation. A stockholder's notice to the Secretary shal l set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations prom ulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

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Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (c) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Bo ard of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

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For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

Section . Special Meetings.

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Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time as the Board of Directors, shall determine.

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If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entit led to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice. Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section . Notice of Meetings. Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting. Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Any stockho lder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section . Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than one percent (1%) of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. E xcept as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the elect ion of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

Section . Adjournment and Notice of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section .

Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section .

Joint Owners of Stock. If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or m ay apply to the Nevada Court of Chancery for relief as provided in the General Corporation Law of Nevada, Section 217(b). If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section .

List of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held. The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section .

Action Without Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, or by the written consent of all stockholders.

Section .

Organization.

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At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

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The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, r estrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

ARTICLE IV

DIRECTORS

Section .

Number and Qualification. The authorized number of directors of the corporation shall be not less than one (1) nor more than twelve (12) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section .

Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.

Section .

Election and Term of Office of Directors. Members of the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles of Incorporation.

Section .

Vacancies. Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Direct ors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section .

Resignation. Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly ele cted and qualified.

Section .

Removal. Subject to the Articles of Incorporation, any director may be removed by:

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the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause; or

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the affirmative and unanimous vote of a majority of the directors of the Corporation, with the exception of the vote of the directors to be removed, with or without cause.

Section .

Meetings.

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Annual Meetings. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held. No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

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Regular Meetings. Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof. Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors.

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Special Meetings. Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.

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Telephone Meetings. Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

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Notice of Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting. Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section .

Quorum and Voting.

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Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

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At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.

Section .

Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section .

Fees and Compensation. Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section .

Committees.

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Executive Committee. The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent a uthorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.

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Other Committees. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

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Term. Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors. The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

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Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors. &n bsp;Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section .

Organization. At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

ARTICLE V

OFFICERS

Section .

Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer, the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer, the Treasurer, the Controller, all of whom shall be elected at the annual organizational meeting of the Board of Direction. The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers, Assistant Controllers and such other officers and agents with such powers and duties as it shall deem necessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. ;The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section .

Tenure and Duties of Officers.

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General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

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Duties of Chairman of the Board of Directors. The Chairman of the Board of Directors, when present, shall preside at all meetings of the stockholders and the Board of Directors. The Chairman of the Board of Directors shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. If there is no President, then the Chairman of the Board of Directors shall also serve as the Chief Executive Officer of the corporation and shall have the powers and duties prescribed in paragraph (c) of this Section 28.

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Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

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Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

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Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office an d shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

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Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. The President may direct the Treasurer or any Assistant Treasurer, or the Controller or any Assistant Controller to assume and perform the duties of the Chief Financial Offic er in the absence or disability of the Chief Financial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section .

Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section .

Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section .

Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING

OF SECURITIES OWNED BY THE CORPORATION

Section .

Execution of Corporate Instrument. The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person .or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section .

Voting of Securities Owned by the Corporation. All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

ARTICLE VII

SHARES OF STOCK

Section .

Form and Execution of Certificates. Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issue d with the same effect as if he were such officer, transfer agent, or registrar at the date of issue. Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section .

Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section .

Transfers.

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Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

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The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Nevada.

Section .

Fixing Record Dates.

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In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of o r to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section . Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any 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 provided by the laws of Nevada.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section . Execution of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons sign ing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signatur e shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX

DIVIDENDS

Section . Declaration of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section . Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section . Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of

the Board of Directors.

ARTICLE XI

INDEMNIFICATION

Section . Indemnification of Directors, Executive Officers, Other Officers, Employees and Other Agents.

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Directors Officers. The corporation shall indemnify its directors and officers to the fullest extent not prohibited by the Nevada General Corporation Law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the Nevada General Corporation Law or (iv) such indemnification is required to be made under subsection (d).

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Employees and Other Agents. The corporation shall have power to indemnify its employees and other agents as set forth in the Nevada General Corporation Law.

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Expense. The corporation shall advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said mounts if it should be determined ultimately that such person is not entitled to be indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined pursuant to paragraph (e) of this Bylaw, no advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad fait h or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

() Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances to directors and officers under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer. Any right to indemnification or advances granted by this Bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. &nbs p;In connection with any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met the standard of conduct that make it permissible under the Nevada General Corporation Law for the corporation to indemnify the claimant for the amount claimed. In connection with any claim by an officer of the corporation (except in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such officer is or was a director of the corporation) for advances, the corporation shall be entitled to raise a defense as to any such action clear and convincing evidence that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed in the best interests of the corporation, or with respect to any criminal action or proceeding that such person acted without reasonable cause to believe that his conduct was lawful. Neither the failure of the corporation ( including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he has met the applicable standard of conduct set forth in the Nevada General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In any suit brought by a director or officer to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that the director or officer is not entitled to be indemnified, or to such advancement of expenses, under this Article XI or otherwise shall be on the corporation.

() Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent not prohibited by the Nevada General Corporation Law.

() Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

() Insurance. To the fullest extent permitted by the Nevada General Corporation Law, the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this Bylaw.

() Amendments. Any repeal or modification of this Bylaw shall only be prospective and shall not affect the rights under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation.

() Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the corporation shall nevertheless indemnify each director and officer to the full extent not prohibited by any applicable portion of this Bylaw that shall not have been invalidated, or by any other applicable law.

() Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

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The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative.

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The term "expenses" shall be broadly construed and shall include, without limitation, court costs, attorneys' fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connection with any proceeding.

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The term the "corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent or another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Bylaw with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

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References to a "director," "executive officer," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

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References to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Bylaw.

ARTICLE XII

NOTICES

Section . Notices.

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Notice to Stockholders. Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

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Notice to directors. Any notice required to be given to any director may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

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Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

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Time Notices Deemed Given. All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

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Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

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Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

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Notice to Person with Whom Communication Is Unlawful. Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that not ice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

()

Notice to Person with Undeliverable Address. Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required. Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if s uch notice had been duly given. If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated. In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

ARTICLE XII

AMENDMENTS

Section . Amendments.

The Board of Directors shall have the power to adopt, amend, or repeal Bylaws as set forth in the Articles of Incorporation.

ARTICLE XIV

LOANS TO OFFICERS

Section . Loans to Officers. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

ARTICLE XV

RESTRICTIONS ON SHARE TRANSFER

Section 47. Restrictions on Share Transfer. The Company will be governed by each of the following restrictions:

(A)

No shares may be transferred except with the prior approval of the directors, who may in their absolute discretion refuse to register the transfer of any shares, such approval to be evidenced by a resolution of the directors;

(B)

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

(C)

The number of shareholders of the Company exclusive of:

(I)

persons who are in the employment of the Company or of an affiliate of the Company;

(II)

persons who, having formerly been in the employment of the Company or an affiliate of the Company, were, while in that employment, shareholders of the Company and have continued to be shareholders of the Company after termination of that employment,

is limited to not more than 50 persons, two or more persons who are joint registered owners of one or more shares being counted as one shareholder.

Declared as the By-Laws of Empirical Ventures, Inc. as of the 20th day of September, 2004

Signature of Officer:

_/s/ Derek Ward_______________________

Name of Officer:

Derek Ward

Position of Officer:

SECRETARY AND DIRECTOR

EX-4.1 4 ex4one.htm SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT

EMPIRICAL VENTURES, INC.

SUBSCRIPTION AGREEMENT made as of this 6th day of May 7, 2004 between EMPIRICAL VENTURES, INC., a Nevada corporation (the "Company") and Derek Ward (the "Subscriber").

WHEREAS:

The Subscriber is a company controlled by a director of the Company.

The Subscriber desires to acquire 5,000,000 shares of common stock of the Company at a price of $0.001 US per share (the "Shares").

The Company desires to accept the Subscriber’s subscription for the Shares.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

SUBSCRIPTION FOR SHARES

1.1

Subject to the terms and conditions hereinafter set forth, the Subscriber hereby subscribes for and agrees to purchase the Shares from the Company at a price equal to $0.001 US per Share and the Company agrees to sell the Shares to the Subscriber

1.2

The purchase price is payable by the Subscriber to the Company contemporaneously with the execution and delivery of this Subscription Agreement.

1.3

The certificates representing the Shares sold pursuant to this Offering will be “restricted shares”, as contemplated under United States Securities Act of 1933, and will be endorsed with the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE ACT OR ARE EXEMPT FROM SUCH REGISTRATION.”

1.4

The Subscriber hereby authorizes and directs the Company to deliver the securities to be issued to such Subscriber pursuant to this Subscription Agreement to the Subscriber’s address indicated herein.

REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER

2.1

The Subscriber hereby severally represents and warrants to the Company as follows:

(A)

The Subscriber recognizes that the purchase of Shares involves a high degree of risk in that the Company has only recently commenced its proposed business and may require substantial funds in addition to the proceeds of this subscription;

(B)

(C)

an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares;

(D)

the Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to protect its interests in connection with this transaction;

(E)

the Subscriber is a company controlled by a director of the Company;

(F)

the Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly the Subscriber may not be able to liquidate its investment.

(G)

The Subscriber hereby acknowledges that this offering of Shares by the Company has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) to the United States Securities Act.

(H)

the Subscriber is acquiring the Shares as principal for the Subscriber's own benefit;

(I)

the Subscriber is not aware of any advertisement of the Shares.

(J)

Subscriber is acquiring the Shares subscribed to hereunder as an investment for Subscriber's own account, not as a nominee or agent, and not with a view toward the resale or distribution of any part thereof, and Subscriber has no present intention of selling, granting any participation in, or otherwise distributing the same;

(K)

Subscriber does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby;

(L)

Subscriber has full power and authority to enter into this Agreement which constitutes a valid and legally binding obligation, enforceable in accordance with its terms;

(M)

Subscriber can bear the economic risk of this investment, and was not organized for the purpose of acquiring the Shares;

REPRESENTATIONS BY THE COMPANY

3.1

The Company represents and warrants to the Subscriber that:

(A)

The Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct.

(B)

Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company.

MISCELLANEOUS

4.1

Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada.

4.2

The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.

IN WITNESS WHEREOF, this Subscription Agreement is executed as of the day and year first written above.

Number of Shares Subscribed For:	5,000,000 Shares of Common Stock
Signature of Authorized Signatory of Subscriber:
Name of Subscriber:	Derek Ward
Address of Subscriber:

ACCEPTED BY:

EMPIRICAL VENTURES, INC.

Signature of Authorized Signatory:

Name of Authorized Signatory:

Derek Ward

Position of Authorized Signatory:

President

Date of Acceptance:

May 7, 2004

EX-5.1 5 ex5one.htm Exhibit 5

Exhibit 5.1

OPINION AS TO LEGALITY

JOSEPH I. EMAS

ATTORNEY AT LAW

1224 Washington Avenue

Miami Beach, Florida 33139

Telephone

Facsimile

(305) 531-1174 (305) 531-1274

November 8, 2004

United States Securities and Exchange Commission

Washington, D.C. 20549

Re: EMPIRICAL VENTURES INC. (the “Company”)

Ladies and Gentlemen:

I have acted as counsel for Empirical Ventures Inc., a Nevada corporation (the “Company”), in connection with the preparation of this registration statement on Form SB-2, (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relating to the public offering (the “Offering”) of up to 4,586,606 shares (the “Registered Shares”) by existing shareholders of the Company of the Company’s common stock (the “Common Stock”).

In rendering the opinion set forth below, I have reviewed (a) the Registration Statement and the exhibits thereto; (b) the Company’s Articles of Incorporation; (c) the Company’s Bylaws; (d) certain records of the Company’s corporate proceedings as reflected in its minute books; (e) such statutes, records and other documents as I have deemed relevant (f) certain representations made by the Company and its auditors.

In addition, I opine upon Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws.

In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof. In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.

Based on the foregoing, I am also of the opinion that:

The Company is a corporation duly authorized and validly existing and in good standing under the laws of the State of Nevada, with corporate power to conduct its business as described in the Registration Statement.

I am of the opinion that all of the Registered Shares are validly issued, fully paid and non-assessable pursuant to the corporate law of the State of Nevada (Chapter 78A of the Nevada Revised Statutes).

I hereby consent to the Company’s filing of this legal opinion with the Securities and Exchange Commission as Exhibit 5.1 to its registration statement on Form SB-2.

Very truly yours:

/s/ Joseph I. Emas

Joseph I. Emas

EX-10.1 6 ex10one.htm Converted by FileMerlin

TECHNOLOGY PURCHASE AGREEMENT

This Agreement made this

18th

day of May, 2004.

BETWEEN:

EMPIRICAL VENTURES LTD., a British Columbia corporation having a Registered and Records Office located at: 700-625 Howe Street, Vancouver BC, V6C 2T6

(hereinafter referred to as the "Purchaser")

OF THE FIRST PART

AND: 3493734 MANITOBA, LTD. A Manitoba corporation

having a place of business located at:

387 Broadway

Winnipeg, Manitoba

Canada, R3C 0V5

(hereinafter collectively referred to as the "Vendor")

OF THE SECOND PART

WHEREAS the Vendor has developed certain information, expertise, know-how,

show-how related to a proprietary Soft Ware Program, marketed under the trade

name “Darrwin”. (collectively referred to as the “Technology”).

AND WHEREAS the Vendor has utilized the Technology to develop and market

this Soft Ware Program/ Travel Reservation Service.

AND WHEREAS the Vendor wishes to sell and the Purchaser wishes to

purchase the Technology and related Software programs.

NOW THEREFORE this Agreement witnesses that in consideration of the

premises, and of the mutual covenants and agreements herein contained and other

good and valuable consideration, the receipt and sufficiency of which is hereby

acknowledged the parties hereto have agreed to and do hereby agree as follows:

DEFINITIONS

1.1

In this Agreement, unless a contrary intention appears, the following words and phrases

shall mean:

“Technology” means and shall include any Patents and all of the information, data, schematics blueprints, drawings, registered and unregistered trademarks, trade-names, copyrights, designs expertise, and know-how of every nature and kind related to this Soft Ware Program, held by the Vendor either directly or indirectly and shall include any improvements modifications or variations thereto.

b. "Net Sales Revenue" shall have the meaning as set out in Schedule "A"

PURCHASE AND SALE OF ASSETS

0.1

Upon the terms and subject to the conditions hereof, the Purchaser agrees to

purchase, and the Vendor agrees to sell, assign and transfer to the Purchaser the

Technology.

0.1

the parties shall, enter into such further agreements and execute any and all

documents as may be necessary and reasonably required to ensure that ownership of the

Technology vests and remains with the Purchaser.

PURCHASE PRICE

0.1

The Vendor agrees to sell and the Purchaser agrees to purchase the Technology from the

Vendor for the following consideration:

The sum of FIVE THOUSAND USD ($5,000) USD payable upon execution

of this agreement, and

ONE HUNDRED THOUSAND (100,000) Common Shares in the capital

stock of the Purchaser on the Closing Date; and

A royalty of TWO (2%) PERCENT calculated on the Net Sales Revenue of any product that uses all or any portion of the Technology until, development costs incurred to date have been recovered to a maximum of USD TWO HUNDRED FIFTY THOUSAND ($250,000) DOLLARS. After which the royalty shell be reduced to ONE (1%) PERCENT; and

d. TWO HUNDRED FORTY FIVE THOUSAND USD ($245,000)

In additional Software development costs to be managed and led

By the vendor.

a.1

The royalty shall be paid quarterly in arrears following the first commercial sale

of products incorporating the Technology.

TAXATION

a.1

The Purchaser and the Vendor shall take such steps and execute such documents, and

certifies and makes such elections pursuant to the Canada Customs and Revenue Agency

(CCRA) as may be required in order to affect the transfer of the Technology in a tax

efficient manner such that the minimum tax liability will accrue to the parties.

a.2

The Vendor and the Purchaser covenant and agree that the purchase price of the Assets

will be the aggregate fair market value thereof and further covenant and agree that if the

CCRA or any other competent authority at any time proposes to issue or issues any

assessment or assessments that would impose or imposes any liability for tax of any

nature or kind on any of the parties hereto or on any other person on the basis that the

aggregate fair market value of the property transferred herein is greater or lesser than the

amount stipulated in paragraph 3 hereof (hereinafter referred to as the "Stipulated

Amount"), and in the event that the parties agree, or a competent tribunal finally adjudges

that the aggregate fair market value of the property is a greater or lesser amount

(hereinafter referred to as the "Adjusted Amount") than the Stipulated Amount, then the

redemption amount in respect of the preferred shares in the capital stock of the Purchaser

will be determined by reference to the Adjusted Amount to the exclusion of the

Stipulated Amount and the Vendor and the Purchaser will do all such things and perform

all such acts as may be necessary to revise the redemption amount accordingly.

5. CLOSING

5.01

The closing of the transaction of sale and purchase hereunder will take place on May , 2004 at the business offices of Gregory Yanke, Barrister and Solicitor of Vancouver British Columbia at 1:00p.m. (the "Closing Date").

REPRESENTATIONS AND WARRANTIES

a.1

The Vendor represents and warrants to the Purchaser (and acknowledges that the

Purchaser has relied upon such representations and warranties in entering into this

Agreement) that except as disclosed herein:

the Vendor has the power and capacity to own and dispose of the assets and to enter into this Agreement and to carry out its terms to the full extent;

there are no actions, suits, judgments, litigation proceedings or investigations outstanding, pending or to the knowledge of the Vendor threatened against the technology , nor does the Vendor know or have any reasonable grounds or know of any basis for any such actions, suits, litigation proceedings or investigations;

all material transactions of the business have been properly and promptly recorded or filed in or with its respective books and records and the minute books of the business contain complete records of all meetings and proceedings of the Shareholders and Directors;

the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application effecting the rights of creditors and by general principals of equity;

the Vendor warrants and represents that the Vendor has good and marketable title to the Technology and the Technology is free and clear of all liens, mortgages, charges, pledges, security interests, encumbrances or other claims whatsoever, other than leases and encumbrances disclosed herein;

the Vendor has taken all necessary and proper steps to register and to keep the patent in good standing and the vendor is not aware of any conflicting claims or patent applications .

the Vendor is the sole owner of any copyright, patent, trademark, etc. and no other person(s) or party has advanced a claim of ownership or claiming an interest in the product, nor is any claim likely to be made in the future to the knowledge of the Vendor and there have been no legal proceedings or threats of legal proceedings of which involving the product of which the vendor is aware.

neither the execution nor delivery of this Agreement nor the completion of the transactions contemplated hereby shall;

Violate any of the terms and provisions of any order, decree, statute, by-

law or regulation agreement, covenant or restriction applicable to the

Vendor;

the Vendor represents and warrants to the Purchaser and acknowledges that the Purchaser has relied upon same that the Vendor owns and has full and clear title to the Technology;

i.1

the Purchaser represents and warrants to The Vendor (and acknowledges that the

Purchaser has relied upon such representations and warranties in entering into this

Agreement) that except as disclosed herein:

(a)

the company is duly organized, existing, in good standing and has the power, authority, and capacity to enter into this Agreement and to carry out the transactions contemplated by this Agreement, all of which have been duly and validly authorized by all requisite corporate proceedings

i.2

From the date hereof until the closing the Vendor shall diligently and in the manner of a

prudent business person in the ordinary course of business and will use its best efforts to

preserve the Technology.

INDEMNIFICATION CLAUSE

The Vendor covenants and agrees to indemnify and hold harmless the Purchaser

from and against:

any and all losses, damages or deficiencies resulting from any misrepresentation, breach of warranty or non-fulfilment of any covenant on the part of the Vendor under this Agreement or from any misrepresentation or omission from any certificate or other instrument, furnished or to be furnished from the Company hereunder; and

all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses incidental to any of the foregoing, the cause of action, subject matter, or basis of which arose prior to March 1, 2004

and the Purchaser may, on notice in writing to the Vendor, settle such claims and

make any payment in relation thereof as the Purchaser sees fit.

The Purchaser covenants and agrees to indemnify and hold harmless the Vendor from and against:

any and all losses, damages or deficiencies resulting from any misrepresentation, breach of warranty or non-fulfilment of any covenant on the part of the Purchaser under this agreement, or from any misrepresentation in or mission from any certificate or other instrument, furnished or to be furnished from the Company hereunder; and

and the Vendor may, on notice in writing to the Purchaser, settle such claims

and make any payment in relation thereof as the Vendor sees fit.

SURVIVAL

Notwithstanding any enquiry or investigation by the Purchaser, the representation and

warranties of the Vendor contained in this agreement shall survive its closing of the

transactions contemplated by this agreement and shall continue in full force for the

benefit of the Purchaser thereafter.

NON-COMPETITION

9.01

The Vendor shall not, for a period of Three (3) years from the Closing Date, individually or in partnership or jointly or in conjunction with any company / person as principal, agent, employee, contractor, landlord, consultant, supplier, lender, financier, shareholder, or in any other manner, directly or indirectly, engage in, carry on or provide services to, be employed by or have an interest in, or otherwise be concerned with any other business in Canada and the United States of America which offers services or sells products that compete with the services and products resulting from the Technology whatsoever.

10.

ENTIRE AGREEMENT

10.01

This agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no general or specific warranties, representations or other agreements by or among the parties in connection with the entering into of this agreement or the subject matter thereof except as specifically set forth herein.

11.

SEVERABILITY

11.01 If any provisions of this agreement are held unenforceable or invalid by a Court of competent jurisdiction, the parties hereto acknowledge and agree that the enforceability or validity of the remaining provisions shall not be affected thereby.

12.

JURISDICTION

12.01

This agreement shall be governed by and in construed accordance with the laws of the State of Nevada and the parties hereto hereby submit to the jurisdiction of the Courts of the State of Nevada.

13.

TIME OF THE ESSENCE

Time shall be of the essence in this agreement.

13.02 This agreement may be executed in counterpart and by facsimilie

14.

ENUREMENT

14.01

This agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF THE PARTIES have hereunto set their hands and Corporate Seals, duly attested to be the hands of their properly authorized officers in their behalf on the day and year first above written.

Signed for and on behalf of

3493734 MANITOBA LTD.

By its authorized signatory

Per: /s/ Larry Cherrett

Authorized Signatory

SIGNED, SEALED AND DELIVERED

)

By EMPIRICAL VENTURES, LTD. in the presence of:)

)

Name

)

Address

) Per: /s/ Derek Ward

)

Occupation

)

Derek Ward, President

SCHEDULE "A"

"Net Sales Revenue": all revenues, receipts, monies and the fair market value of all other considerations, directly or indirectly collected or received, whether by way of cash or credit or any barter, benefit, advantage, or concession received by the Company or its affiliate companies from marketing, manufacturing, sale, or distribution of the products that incorporate all or a portion of the Technology, world wide less the following:

(i)

trade and quantity discounts actually given to the purchasers thereof to a maximum discount of 60%;

(ii)

all government taxes customs and excise, sales and value added taxes and other charges or governmental fees of every nature or kind (except for taxes on or measured by income);

(iii)

transportation and insurance charges and commissions in connection with the sale of Products; and

(iv)

credit allowances or refunds given on account of returned goods, up to a maximum of 5% of Net Sales Revenue.

EX-23.1 7 ex23one.htm CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

We hereby consent to use, in the Form SB-2 for Empirical Ventures, Inc. of our report dated September 22, 2004, except for Note 8 ii), which is as of November 12, 2004 relating to the June 30, 2004 consolidated financial statements of Empirical Ventures, Inc., which appears in such Form.

“AMISANO HANSON”

Amisano Hanson
CHARTERED ACCOUNTANTS

Vancouver, Canada
November 12, 2004

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