424A 1 eec424a.htm EASTERN EXPLORATION COMPANY FORM 424A


 
PROSPECTUS
EASTERN EXPLORATION COMPANY
4,175,000 SHARES
COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.

Our common stock is presently not traded on any market or securities exchange.
 


The purchase of the securities offered through this prospectus involves a high degree of risk. SEE SECTION ENTITLED “RISK FACTORS” ON PAGES 7- 9.
 
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 it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
The selling shareholders will sell our shares at $0.025 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. The offering price has been arbitrarily determined by Eastern Exploration Company and bears no relationship to assets, earnings, or any other valuation criteria.

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: September 5, 2006.

 

1

 

Table Of Contents

 
Page
   
Summary
3
   
Risk Factors
5
   
If we do not obtain additional financing, our business will fail
5
   
Because we have not commenced business operations, we face a high risk of business failure
5
   
Because of the speculative nature of explorations of mining properties, there is a substantial risk that our business will fail
6
   
Our independent auditor has raised substantial doubt about our ability to continue as a going concern
6
   
Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business
6
   
Even if we discover commercial reserves of precious metals on the Ship Harbour Claim property, we may not be able to successfully commence commercial production
6
   
Because our officer and sole director owns 70.55% of our outstanding stock, he could control and make corporate decisions that may be disadvantageous to other minority stockholders
6
   
Because our officer and sole director has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail
7
   
Because our officer and sole director has no technical experience in mineral exploration, our business has a high risk of failure
7
   
If a market for our common stock does not develop, shareholders may be unable to sell their shares
7
   
An investor who purchases our stock is purchasing penny stock which limits his or her ability to sell the stock.
7
Use of Proceeds
8
Determination of Offering Price
8
Dilution
8
Selling Security Holders
8
Plan of Distribution
11
Legal Proceedings
12
Directors, Executive Officers, Promoters and Control Persons
12
Security Ownership of Certain Beneficial Owners and Management
13
Description of Securities
14
Interest of Named Experts and Counsel
14
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
15
Organization Within Last Five Years
15
Description of Business
15
Plan of Operations
20
Description of Property
22
Certain Relationships and Related Transactions
22
Market for Common Equity and Related Stockholder Matters
22
Executive Compensation
23
Financial Statements
25
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
35

 

2

 

Summary

Prospective investors are urged to read this prospectus in its entirety.

We intend to be in the business of mineral property exploration. To date, we have not conducted any exploration on our sole exploration target, the Ship Harbour claim property in the province of Newfoundland and Labrador, Canada. The Ship Harbour claim is located on the southeast coast of Labrador, approximately 25 kilometers southeast of the community of Charlottetown, immediately south of Occasional Harbour. The Company acquired an option to purchase a 100% undivided interest in the Ship Harbour claim from our President, Anthony Tai, on December 31, 2005.

Our objective is to conduct mineral exploration activities on the Ship Harbour claim in order to assess whether it possesses reserves of copper, nickel and cobalt.  We have not yet identified any economic mineralization on the Ship Harbour claim.  Our proposed exploration program is designed to search for an economically viable mineral deposit.

We were incorporated on August 26, 2005, under the laws of the state of Delaware.  Our principal offices are located at 6588 Barnard Drive, Suite 40, Richmond, British Columbia, Canada V7C 5R8. Our telephone number is (778) 889-3091.

The Offering:

 
Securities Being Offered
Up to 4,175,000 shares of common stock.
 
 
 
 
Offering Price
The selling shareholders will sell our shares at $0.025 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. The offering price has been arbitrarily determined by Eastern Exploration Company and bears no relationship to assets, earnings, or any other valuation criteria.
 
 
 
 
Terms of the Offering
The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.
 
 
 
 
Termination of the Offering
The offering will conclude when all of the 4,175,000 shares of common stock have been sold, the shares no longer need to be registered to be sold or we decide to terminate the registration of the shares.
 
 
 
 
Securities Issued and to be
Issued
14,175,000 shares of our 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 shareholders.
 
 
 
 
Use of Proceeds
We will not receive any proceed Eastern Exploration Company will not receive any of the proceeds from the sale of common stock by selling security shareholders.

 



 

3


 
Summary Financial Information
 

Balance Sheet
     
         
April 30, 2006
     
         
 
Cash
 
$
18,818
 
 
Total Assets
 
$
18,818
 
 
Liabilities
 
$
4,283
 
 
Total Stockholders’ Equity
 
$
14,535
 

 
Statement of Operations
       
           
From Incorporation on
       
August 26, 2005 to April 30, 2006
       
           
 
Revenue
 
$
0
 
 
Net Loss and Deficit
  $
(14,515
)
























4


 
Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our current operating funds are less than necessary to complete all intended exploration of the Ship Harbour claim, and therefore we will need to obtain additional financing in order to complete our business plan.  We currently do not have any operations and we have no income.  As well, we will not receive any funds from this registration.

Our business plan calls for significant expenses in connection with the exploration of the Ship Harbour claim.  While we have sufficient funds to conduct the recommended phase one exploration program on the claim, which is estimated to cost $7,500, we will need additional funds to complete the phase two program, which is estimated in total to cost $35,000.  Even after completing these two phases of exploration, we will not know if we have a commercially viable mineral deposit.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete.  We do not currently have any arrangements for financing and may not be able to find such financing if required.

BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.

We have not yet commenced exploration on the Ship Harbour claim. Accordingly, we have no way to evaluate the likelihood that our business will be successful.  We were incorporated on August 26, 2005 and to date have been involved primarily in organizational activities and the acquisition of the Ship Harbour claim.  We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems related to exploration, and additional costs and expenses that may exceed current estimates.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues.  We therefore expect to incur significant losses into the foreseeable future.  We recognize that if we are unable to generate significant revenues from development of the Ship Harbour property and the production of minerals from the claim, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.


5

 
 
THE LACK OF EXPERIENCE MANAGEMENT HAS IN MINING OPERATIONS COULD HINDER FUTURE OPERATIONS RESULTING IN FAILURE OF THE BUSINESS AND A COMPLETE LOSS OF ANY FUNDS INVESTED IN THE COMPANY.
 
Investors must take into consideration the substantial lack of experience current management has in the implementation of an exploration plan or in managing a mining operation. This lack of experience may significantly limit the future success of the business resulting in a complete loss of any funds invested into the Company.
 
BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES, THERE IS A SUBSTANTIAL RISK THAT OUR BUSINESS WILL FAIL.

The search for valuable minerals as a business is extremely risky. The likelihood of our mineral claim containing economic mineralization or reserves of copper, nickel or cobalt is extremely remote.  Exploration for minerals is a speculative venture necessarily involving substantial risk.  In all probability, the Ship Harbour claim does not contain any reserves and funds that we spend on exploration will be lost.  As well, problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.  

OUR INDEPENDENT AUDITOR HAS RAISED SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

The report of our independent accountant to our audited financial statements for the period ended April 30, 2006 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern.  Such factors identified in the report include that we have no source of revenue and our dependence upon obtaining adequate financing. If we are not able to continue as a going concern, it is likely investors will lose all of their investment.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

The search for valuable minerals involves numerous hazards.  As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure.  The payment of such liabilities may have a material adverse effect on our financial position.

EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE SHIP HARBOUR CLAIM, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.

The Ship Harbour claim does not contain any known bodies of mineralization. If our exploration programs are successful in establishing minerals of commercial tonnage and grade, we will require additional funds in order to place the Ship Harbour claim into commercial production.  We may not be able to obtain such financing.

BECAUSE OUR OFFICER AND SOLE DIRECTOR OWNS 70.55% OF OUR OUTSTANDING COMMON STOCK, HE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY SHAREHOLDERS.

Our officer and sole director owns approximately 70.55% of the outstanding shares of our common stock.  Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets.  He will also have the power to prevent or cause a change in control. The interests of our officer and sole director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.


6

 

BECAUSE OUR OFFICER AND SOLE DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.

Our president, Mr. Anthony Tai, intends to devote approximately 15% of his business time providing his services to us.  While Mr. Tai presently possesses adequate time to attend to our interests, it is possible that the demands on Mr. Tai’s time from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business.

BECAUSE OUR OFFICER AND SOLE DIRECTOR HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE.

Our officer and sole director has no technical training in the field of geology and specifically in the areas of exploring for minerals, or starting and operating a mine.  As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological or mining consultants.  As well, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry.  His decisions and choices may not be well thought out and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.

IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.

There is currently no market for our common stock and no certainty that a market will develop. We currently plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part.  Our shares may never trade on the bulletin board.  If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment, and most likely would lose the entirety of their investment.

AN INVESTOR WHO PURCHASES OUR STOCK IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK.

The shares offered by this prospectus constitute penny stock under the Exchange Act.  The shares will remain penny stock for the foreseeable future.  The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, thus limiting investment liquidity.  Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Exchange Act.  Rather than creating a need to comply with those rules, some broker-dealers will simply refuse to attempt to sell penny stock.

Please refer to the “Plan of Distribution” section for a more detailed discussion of penny stock and related broker-dealer restrictions.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties.  We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements.  You should not place too much reliance on these forward-looking statements.  Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.


7

 

Use Of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.


Determination Of Offering Price

The selling shareholders will sell our shares at $0.025 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices.  The offering price has been arbitrarily determined by Eastern Exploration Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.  Accordingly, there will be no dilution to our existing shareholders.

Selling Security Holders

The selling shareholders named in this prospectus are offering all of the 4,175,000 shares of common stock offered through this prospectus.  These shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933 and pursuant to a Ship Harbour claim property mineral purchase agreement. The shares of our common stock were acquired by our selling shareholders beginning on October 21, 2005 and concluding on January 31, 2006 in an offering that was exempt from registration under Regulation S of the Securities Act of 1933.

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

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

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

 
3.
the total number of shares that will be owned by each upon completion of the offering; and

 
4.
the percentage owned by each upon completion of the offering.
 
Name of Selling Stockholder
Shares Owned
Prior to this
Offering
Total Number of Shares to
be Offered for Selling
Shareholders Account
Total Shares
Owned Upon
Completion of
this Offering
Percent Owned
Upon Completion
of this Offering
AMY WANG
200,000
200,000
Nil
Nil
15288 105 AVENUE #310
     
 
SURREY, BC, CANADA V3R 0W8
     
 
 
     
 
DAVID XU
200,000
200,000
Nil
Nil
7095 115TH STREET
       
DELTA, BC, CANADA V4E 1X7
       



8


 
Name of Selling Stockholder
Shares Owned
Prior to this
Offering
Total Number of Shares to
be Offered for Selling
Shareholders Account
Total Shares
Owned Upon
Completion of
this Offering
Percent Owned
Upon Completion
of this Offering
EVAN WONG
200,000
200,000
Nil
Nil
2517 MAIN STREET
       
VANCOUVER, BC, CANADA V5T 3E5
       
 
       
WARREN WONG
200,000
200,000
Nil
Nil
1328 EAST 27TH AVENUE
       
VANCOUVER, BC, CANADA V5V 2L8
       
 
       
HEIDI HOI MAN CHAN
200,000
200,000
Nil
Nil
7806 MONTCALM STREET
       
VANCOUVER, BC, CANADA V6P 4P3
       
 
       
HENRY WONG
200,000
200,000
Nil
Nil
4915 MAIN STREET
       
VANCOUVER, BC, CANADA V5W 2R2
       
 
       
RAYMOND PHU
150,000
150,000
Nil
Nil
5720 MUSGRAVE CRESCENT
       
RICHMOND, BC, CANADA V1C 5N3
       
 
       
SYLVIA WONG
150,000
150,000
Nil
Nil
5188 WESTMINSTER HWY #203
       
RICHMOND, BC, CANADA V7C 5S7
       
 
       
HENRY WONG
150,000
150,000
Nil
Nil
6811 LIVINGSTON PLACE #1
       
RICHMOND, BC, CANADA V7C 5V8
       
 
       
MARY JANG
150,000
150,000
Nil
Nil
2232 EAST 45TH AVENUE
       
VANCOUVER, BC, CANADA V5P 1N8
       
 
       
EARNIE CORINGTON
150,000
150,000
Nil
Nil
2960 STEVESTON HWY #36
       
RICHMOND, BC, CANADA V7E 6C8
       
 
       
HUNG FUK LEE
150,000
150,000
Nil
Nil
11871 HORSESHOEWAY #1117
       
RICHMOND, BC, CANADA V7A 5H5
       
 
       
JANICE CHAN
150,000
150,000
Nil
Nil
7531 BARKERVILLE COURT
       
RICHMOND, BC, CANADA V7A 1K8
       
 
       
KEVIN FRANSEN
150,000
150,000
Nil
Nil
22788 NORTON COURT #5
       
RICHMOND, BC, CANADA V6V 2W7
       
 
       
FLOIS ARANIS
150,000
150,000
Nil
Nil
196 A STREET #3194
       
LANGLEY, BC, CANADA V3A 1A6
       


9


 
Name of Selling Stockholder
Shares Owned
Prior to this
Offering
Total Number of Shares to
be Offered for Selling
Shareholders Account
Total Shares
Owned Upon
Completion of
this Offering
Percent Owned
Upon Completion
of this Offering
MUOI NHI LY
150,000
150,000
Nil
Nil
3480 YARDLEY AVENUE #301
       
VANCOUVER, BC, CANADA, V5R 6B3
       
 
       
NORMAN JEW
100,000
100,000
Nil
Nil
1430 EAST 17TH AVENUE
       
VANCOUVER, BC, CANADA V5N 2G8
       
 
       
CHRISTINE LI
100,000
100,000
Nil
Nil
5422 ALBERTA STREET
       
VANCOUVER, BC, CANADA V5Y 3M3
       
 
       
STAN PANG
100,000
100,000
Nil
Nil
5104 RUBY STREET
       
VANCOUVER, BC, CANADA V5R 4K3
       
 
       
DILLON EMMONS
100,000
100,000
Nil
Nil
15734 112TH AVENUE
       
SURREY, BC, CANADA, V4N 1A6
       
 
       
JERRY LOWE
100,000
100,000
Nil
Nil
1405 EAST 15TH AVENUE
       
VANCOUVER, BC, CANADA V5N 2E4
       
 
       
MURRAY JOHNSTON
100,000
100,000
Nil
Nil
402-4180 NANAIMO STREET
       
VANCOUVER, BC, CANADA, V5N 5H7
       
 
       
STEVE DONG
100,000
100,000
Nil
Nil
3075 EAST BROADWAY
       
VANCOUVER, BC, CANADA, V5M 1Z3
       
 
       
IVAND LOVISON
100,000
100,000
Nil
Nil
2932 GRANT STREET
       
VANCOUVER, BC, CANADA, V5K 3H5
       
 
       
AILE LY
100,000
100,000
Nil
Nil
4502 NANAIMO STREET
       
VANCOUVER, BC, CANADA, V5N 5J4
       
 
       
HA TO LY
100,000
100,000
Nil
Nil
3683 WELLINGTON AVENUE #209
       
VANCOUVER, BC, CANADA, V5R 4Z5
       
 
       
NEAL EWERS
100,000
100,000
Nil
Nil
1045 QUAYSIDE DRIVE #505
       
NEW WESTMINSTER, BC, CANADA
V3M 6C9
       
 
       
LYDIA LAU
75,000
75,000
Nil
Nil
6229 SELMA AVE
       
BURNABY, BC, CANADA V5H 3R1
       
 
       
BAHADUR SINGH VINNING
75,000
75,000
Nil
Nil
14272 90A AVENUE
       
SURREY, BC, CANADA V3V 7X9
       


10


 
Name of Selling Stockholder
Shares Owned
Prior to this
Offering
Total Number of Shares to
be Offered for Selling
Shareholders Account
Total Shares
Owned Upon
Completion of
this Offering
Percent Owned
Upon Completion
of this Offering
NEVIN MAH
75,000
75,000
Nil
Nil
7800 ST. ALBANS ROAD #201
     
 
RICHMOND, BC, CANADA V6Y 3Y5
     
 
 
     
 
RONG ZHOU
50,000
50,000
Nil
Nil
6060 MAPLE ROAD
       
RICHMOND, BC, CANADA, V7E 1G5
       
 
       
RICHARD WILLIAMS
50,000
50,000
Nil
Nil
15867 88 AVENUE
       
SURREY, BC, CANADA V4N 1H6
       
 
       
KYRON SCOTT
50,000
50,000
Nil
Nil
888 EIVEA DRIVE
       
COQUITLAM , BC, CANADA V3S 6T7
       

 
Each of the above shareholders beneficially owns and has sole voting and investment rights over all shares or rights to the shares registered in his or her name.  The numbers in this table assume that none of the selling shareholders 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 14,175,000 of common stock outstanding on the date of this prospectus.

None of the selling shareholders:

 
1.
has had a material relationship with us other than as a shareholder at any time within the past three years;

 
2.
has ever been one of our officers or directors; or

 
3.
is a broker-dealer or affiliate of a broker dealer.

Plan Of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.

The selling shareholders will sell their shares at $0.025 per share until their shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

We are bearing all costs relating to the registration of the common stock.  These are estimated to be $12,500. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

 
1.
Not engage in any stabilization activities in connection with our common stock;

 
2.
Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

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


11

 

Penny Stocks

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

1.
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

2.
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;

3.
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask"  prices for penny stocks and the significance of the spread between the bid and ask price;

4.
contains a toll-free telephone number for inquiries on disciplinary actions;

5.
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

6.
contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;

7.
the broker-dealer also must provide, prior to proceeding with any transaction in a penny stock, the customer:

8.
with bid and offer quotations for the penny stock;

9.
details of the compensation of the broker-dealer and its salesperson in the transaction;

10.
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

11.
monthly account statements showing the market value of each penny stock held in the customer's account.

12.
in addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service of process in Delaware is:

2711 Centerville Road, Suite 400
Wilmington, Delaware 19808

Directors, Executive Officers, Promoters And Control Persons

Our executive officer and director and his age as of the date of this prospectus is as follows:


12



Directors:

Name of Director
Age
   
       
Anthony Tai
49
   
       
Executive Officers:
     
       
Name of Officer
Age
 
Office
       
Anthony Tai
49
 
President, Secretary, Treasurer & Chief Executive Officer


Biographical Information

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

Mr. Anthony Tai has acted as our president, secretary, treasurer, chief executive officer and as our sole director since our incorporation on August 26, 2005.  Mr. Tai graduated from York University with a Bachelor of Arts in Economics. He has over 20 years of experience in finance and accounting, including a supervisory position for the Province of Ontario, and as a cash flow analyst for retailer Mariposa. Subsequently, Mr. Tai took an accounting position with Canadian Toys Vending, Inc., eventually rising to the position of General Manager, where he established a new division of the company to conduct international trade, predominantly with China.

Mr. Tai does not have any professional training or technical credentials in the exploration, development and operation of mines.

Mr. Tai intends to devote approximately 15% of his business time to our affairs.

Term of Office

Our sole director is appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our sole officer is appointed by our board of directors and hold office until removed by the board.

Significant Employees

We have no significant employees other than the officers and directors described above.

Security Ownership Of Certain Beneficial Owners And Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group.  Except as otherwise indicated, all shares are owned directly.

Title of Class
Name and address
of beneficial owner
Amount of
beneficial
ownership
Percent of
class
Common stock
Anthony Tai
10,000,000
70.55%
Common stock
All officers and directors as a group that consists of
one person
10,000,000
70.55%

The percent of class is based on 14,175,000 shares of common stock issued and outstanding as of the date of this prospectus.


13

 

Description Of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.0001 per share.

Common Stock

As of the date of this prospectus, there were 14,175,000 shares of our common stock issued and outstanding that are held by 34 stockholders of record. Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote.  Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors.  Two persons present and being, or representing by proxy, shareholders are necessary to constitute a quorum at any meeting of our stockholders.  A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

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

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

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock.  We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Interests Of Named Experts And Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant.  Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.


14

 

Certain legal matters, including the validity of the shares being issued, will be passed upon for the company by Timothy S. Orr, Esq., 4328 West Hiawatha Drive, Suite 101, Spokane, WA 99208, (509) 462-2926.

The financial statements included in this prospectus and the registration statement have been audited by Mackay LLP, 1100 - 1177 West Hastings Street, Vancouver, V6E 4T5, (604) 687-4511 to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Disclosure Of Commission Position Of Indemnification For Securities Act Liabilities

Our By-laws provide for the elimination of the personal liability of our officers, directors, corporate employees and agents to the fullest extent permitted by the provisions of Delaware General Corporation Law. Under such provisions, the director, officer, corporate employee or agent who in his capacity as such is made or threatened to be made, party to any suit or proceeding, shall be indemnified if it is determined that such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of our company.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and persons controlling our company pursuant to the foregoing provision, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities 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 our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.

Organization Within Last Five Years

We were incorporated on August 26, 2005 under the laws of the state of Delaware.  On that date, Anthony Tai was appointed as our sole director.  As well, Mr. Tai was appointed as our president, secretary, treasurer and chief executive officer.

Description Of Business

In General

We intend to commence operations as an exploration stage company. We will be engaged in the exploration of mineral properties with a view to exploiting any mineral deposits we discover.  We own an option to acquire an undivided 100% beneficial interest in one mineral claim known as the Ship Harbour Claim Block. There is no assurance that a commercially viable mineral deposit exists on the Ship Harbour claim.  We do not have any current plans to acquire interests in additional mineral properties, though we may consider such acquisitions in the future.  


15

 

Mineral property exploration is typically conducted in phases.  Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration.  We have not yet commenced the initial phase of exploration on the Ship Harbour claim.  Once we have completed each phase of exploration, we will make a decision as to whether or not we proceed with each successive phase based upon the analysis of the results of that program.  Our director will make this decision based upon the recommendations of the independent geologist who oversees the program and records the results.

Our plan of operation is to conduct exploration work on the Ship Harbour claim in order to ascertain whether it possesses economic quantities of copper, nickel and cobalt.  There can be no assurance that an economic mineral deposit exists on the Ship Harbour claim until appropriate exploration work is completed.

Even if we complete our proposed exploration programs on the Ship Harbour claim and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.

Ship Harbour Claim Purchase Agreement

On December 31, 2005, Eastern Exploration Company (“the Company”) entered into an Option to Purchase Agreement with Anthony Tai, our officer and director, who is the sole beneficial owner of 100% of the mineral claims identified by Map Staked License 011334M located on the Ship Harbour Claim Block, Port Hope Simpson Area in Eastern Labrador, in the Province of Newfoundland and Labrador, Canada. The agreement grants the Company the exclusive right and option to acquire an undivided 100% of the right, title and interest in and to the claim upon satisfying certain terms and conditions.

The option to acquire the claim is contingent on the Company incurring exploration costs on the claims of a minimum of $12,500 (Canadian) on or before March 31, 2007; as well as the Company incurring exploration costs on the claims of a further $45,000 (for aggregate minimum exploration costs of $57,500) on or before March 31, 2008. Upon exercise of the option, the Company agrees to pay the seller, Anthony Tai, our officer and director, the sum of $35,000 per annum, commencing July 1, 2008, for so long as the Company holds any interest in the claims.

Location, Access and Description
 
The Ship Harbour claim is located in the Port Hope Simpson area, on the coast of Labrador, approximately 25 kilometers southeast of the community of Charlottetown, immediately south of Occasional Harbour. The claim block consists of eleven claims and is identified by Map Staked License 011334M. Beginning at the northeast corner of the herein described parcel of land, and said corner having UTM coordinates of 5832500 north, 584000 east of Zone 21; thence south 500 meters, thence east 500 meters, thence south 1000 meters, thence west 2000 meters, thence north 1500 meters, thence east 1500 meters to the point of beginning. (All bearings are referred to the UTM grid, Zone 21.)

Access to the claim block is via helicopter out of Charlottetown, as there are no roads for ground vehicles, and motorboat and fixed-wing aircraft can not land on the rugged coastline of the property. There is no electrical power available on the property.

The Ship Harbour area is characterized by undulating hills and varies from heavily wooded to open moss and shrub covered terrain inland of the coastline. The coastal areas are steep, rugged and are typically 100% rock exposure. Access to many areas, particularly along the tide level is difficult or impossible. Elevation ranges from approximately 270 meters above sea level in the northern part of the claim block, to sea level along the coastal areas.


16

 

Map 1

 


Map 2
 

 
 
 
 
17

 
 
Title to the Ship Harbour Claim

The Ship Harbour claim block consists of eleven mineral claim comprising 275 hectares (approximately 680 acres).  A “mineral claim” refers to a specific section of land over which a title holder owns rights to explore the ground and subsurface, and extract minerals.  Title to the Ship Harbour claim is registered in the name of Anthony Tai, our President. The Company has an option to purchase the claim (see page 16 for further explanation of the option agreement).

Claim details are as follows:
Claim License Number:
011334M
 
Original Issue Date:
October 28, 2005
 
Granting Authority:
Government of Newfoundland and Labrador
     

A mineral exploration license is issued for a term of five years. A minimum of annual assessment work must be done each year to maintain the license in good standing. The minimum annual assessment work is $200 per claim in the first year, $250 per claim in the second year, and $300 per claim in the third year, with higher minimums in subsequent years. The minimum annual assessment work must be completed on or before the anniversary date of the license each year. The assessment report must be submitted within 60 days of the anniversary date each year. Extensions and waivers, subject to certain conditions and fees, are available via application to the Department of Natural Resources, Government of Newfoundland and Labrador.
 
Mineralization

Four extensively altered gossan zones exist within metasedimentary gneiss in the southern portion of the Ship Harbour claim block and are considered to be related to the northwest trending shear zones and faults, and may be potential surface expressions of sulphide mineralization.  Sulphides are compounds containing sulphur and one additional element, which are often associated with valuable mineralization.

Exploration History

Early knowledge of the Ship Harbour area included a regional 1:500,00 scale compilation of eastern Labrador, carried out by Eade (1962), and reconnaissance mineral exploration activity, carried out by British Newfoundland Corporation Ltd. (Piloski, 1955; Bradley, 1966; and Kranck, 1966). More recently the Ship Harbour claim block area is included in a 1:100,000 scale map produced by Gower et al. (1987).

Gower et al. (1987) noted several gossan zones in the Occasional Harbour area, and to the north in the Dead Islands area. They reported disseminated pyrite, pyrrhotite and chalcopyrite, and grab samples from three of the gossan zones yielding gold values ranging from zero to nine parts per billion.

 
 
 
 

 
18

 

Geologist Tim S. van Nostrand, from Newfoundland performed the most recent geological, geochemical and geophysical study of the area in 1995 under contract for Consolidated Callinan Flin Flon Mines Limited.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in Newfoundland and Labrador specifically.

We will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken.  The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.

If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater.  Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:

 
1.
Water discharge will have to meet water standards;

 
2.
Dust generation will have to be minimal or otherwise re-mediated;

 
3.
Dumping of material on the surface will have to be re-contoured and re-vegetated;

 
4.
An assessment of all material to be left on the surface will need to be environmentally benign;

 
5.
Ground water will have to be monitored for any potential contaminants;

 
6.
The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and

 
7.
There will have to be an impact report of the work on the local fauna and flora.

Employees

We have no employees as of the date of this prospectus other than our officer and sole director.

Research and Development Expenditures

We have not incurred any other research or development expenditures since our incorporation.

Subsidiaries
 
On September 30, 2005 Eastern Exploration purchased 10,000 shares of stock from 0736112 B.C. LTD, A British Columbia, Canada Company (“B.C. Company”.) The B.C. Company was incorporated in British Columbia Canada on September 27th, 2005 and Anthony Tie is the sole director and officer of the B.C. Company.
 
As a result of the above transaction the B.C. Company is a wholly owned subsidiary of Eastern Exploration Company whom owns all of the issued and outstanding shares. The sole purpose of the subsidiary was/is to open a qualified bank account in British Columbia Canada and maintain such account under the exclusive control of Eastern Explorations Company.
 

19

 

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Reports to Security Holders

Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it.  We will not be a reporting issuer with the Securities and Exchange Commission until our registration statement on Form SB-2 is declared effective.

We have filed a registration statement on Form SB-2, under the Securities Act of 1933, with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20002.  Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.

Plan Of Operations

Based on previous studies done on the area, the Company plans to undertake an initial exploration program consisting of two phases.  The first phase would consist of geological mapping, prospecting and geochemical sampling. Geological mapping involves plotting previous exploration data relating to a property on a map in order to determine the best property locations to conduct subsequent exploration work. Prospecting involves analyzing rocks on the property surface with a view to discovering indications of potential mineralization.  Geochemical sampling involves gathering rock and soil samples from property areas with the most potential to host economically significant mineralization.  All samples gathered are sent to a laboratory where they are crushed and analyzed for metal content.

The first phase is estimated to cost $12,500 as described below.

Budget - Phase I

Mobilization/Demobilization
 
$
5,000
Geologist
3 days @ $500/day
$
1,500
Geotechnician
3 days @ $400/day
1,200
Equipment rental
Fuel, Food, Field Supplies
$
500
 
Assays 20 @ $30 each
$
600
 
Helicopter 3 hour @ $1,000
$
3,000
 
Report
$
500
 
Filing Fees
$
200
       
Total
 
$
12,500


20


 
The second phase would consist of a follow-up of the initial stage geological mapping and include a detailed geophysical survey.  As much of the property remains unmapped, the entire claim block would be flown by airborne magnetic and electromagnetic surveys. Horizontal loop electromagnetic (HLEM) surveying should be carried out over the entire claim block wherever possible. This will help determine the probability of sulphide mineralization occurring within the claim block. Also HLEM surveying and ground magnetic surveying would need to be carried out over any areas of positive results from airborne surveying.

The second phase would cost approximately $45,000 as outlined below.    

Budget - Phase II

Mobilization\Demobilization
 
$
10,000
Airborne MAG-EM Survey
 
$
15,000
Horizontal Loop Electromagnetic Survey
 
$
9,500
Data Reduction and Report
 
$
2,500
Administration Fees and Taxes
 
$
8,000
       
Total
 
$
45,000

We plan to commence the phase one exploration program on the Ship Harbour claim in the Fall of 2006.  The program and follow-up report should take approximately one month to complete.  Contingent on this offering, we will then undertake the phase two work program during the Spring of 2007.  This program will take approximately one month to complete.  We do not have any verbal or written agreement regarding the retention of any qualified engineer or geologist for either of these exploration programs.

In addition, contingent on this offering, we anticipate spending an additional $15,000 on administrative fees over the next twelve months, including fees payable in connection with the filing of this registration statement and complying with reporting obligations.

Total expenditures over the next 12 months are therefore expected to be $72,500.

While we have enough funds to cover the first phase of our exploration and some of our anticipated expenses, we will require additional funding in order to proceed with the second phase of exploration on the Ship Harbour claim.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans.  We do not have any arrangements in place for any future equity financing or loans.

Results Of Operations For The Period From Inception Through April 30, 2006

We have not earned any revenues from our incorporation on August 26, 2005 to April 30, 2006.  We do not anticipate earning revenues unless we enter into commercial production on the Ship Harbour claim, which is doubtful.  We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the Ship Harbour claim, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of $14,515 for the period from our inception on August 26, 2005 to April 30, 2006. These operating expenses were comprised of general and administration expenses, and professional fees.


21

 

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities.  For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Description Of Property

We own the mineral exploration rights relating to the Ship Harbour mineral claim.  We do not own any real property interest in the Ship Harbour claim or any other property.

Certain Relationships And Related Transactions

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

 
1.
Any of our directors or officers;

 
2.
Any person proposed as a nominee for election as a director;

 
3.
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;

 
4.
Our sole promoter, Anthony Tai;

 
5.
Any member of the immediate family of any of the foregoing persons.

Market For Common Equity And Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock.  We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 34 registered shareholders.

Rule 144 Shares

A total of 10,000,000 shares of our common stock are available for resale to the public after October 21, 2006 in accordance with the volume and trading limitations of Rule 144 of the Act.  In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

 
1.
1% of the number of shares of the company's common stock then outstanding which, in our case, will equal 141,750 shares as of the date of this prospectus; or


22

 

 
2.
the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on  Form 144 with respect to the sale.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus, persons who are our affiliates hold all of the 10,000,000 shares that may be sold pursuant to Rule 144.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Delaware Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 
1.
we would not be able to pay our debts as they become due in the usual course of business; or

 
2.
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period from our inception on August 26, 2005 to April 30, 2006 and the subsequent period to the date of this prospectus.

Annual Compensation
 
Name
Title
Year
Salary
Bonus
Other
Comp.
Restricted
Stock
Awarded
Options/
SARS (#)
LTP
payouts ($)
Anthony Tai
President, Secretary, Treasurer, CEO, & Director
2005
$0
$0
$0
$0
$0
$0



23


 
Stock Option Grants

We have not granted any stock options to the executive officer since our inception.

Consulting Agreements

We do not have any employment or consulting agreement with our directors or officers.  We do not pay Mr. Tai any amount for acting as a director of the Company.







 
 




 
 

 


24

 
 
 
 
 
 
 
 
 
 
 
 
EASTERN EXPLORATION COMPANY

(An Exploration Stage Company)


CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006

 









 
 




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSOLIDATED BALANCE SHEET

CONSOLIDATED STATEMENT OF OPERATIONS

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENT OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 

25

 
 

Auditors’ Report

To the Shareholders of
Eastern Exploration Company  
(an Exploration Stage Company)


We have audited the consolidated balance sheet of Eastern Exploration Company as at April 30, 2006 and the consolidated statements of operations, changes in stockholders’ equity, and cash flows for the period from incorporation August 26, 2005 to April 30, 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 present fairly in all material respects, the financial position of the Company as at April 30, 2006 and the results of its operations and its cash flows for the period from incorporation August 26, 2005 to April 30, 2006 in conformity with U.S. generally accepted accounting principles.

The accompanying 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 financial statements, the Company is in the development stage, 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.





 
/s/ MacKay LLP
Vancouver, Canada.
 
June 15, 2006
Chartered Accountants
   

 
26

 
 
EASTERN EXPLORATION COMPANY
(An Exploration Stage Company)
 
CONSOLIDATED BALANCE SHEET

   
April 30,
2006
 
       
CURRENT ASSETS
     
Cash
 
$
18,818
 
         
TOTAL ASSETS
 
$
18,818
 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
         
CURRENT LIABILITIES
       
Accrued Liabilities
  $ 4,005  
Due to related party ( Note 5)
 
 
278
 
         
     
4,283
 
         
GOING CONCERN (Note 1)
       
         
STOCKHOLDERS’ EQUITY (Note 4)
       
Common stock, 75,000,000 shares authorized with $0.0001 par value
       
Issued and outstanding
       
14,175,000 common shares
   
1,417
 
Additional paid-in-capital
   
27,633
 
Deficit accumulated during exploration stage
   
(14,515
)
         
     
14,535
 
         
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
 
$
18,818
 




                                             Sole Director


 


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



27


 
EASTERN EXPLORATION COMPANY
(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS

   
For the period
from
August 26, 2005
(inception) to
April 30, 2006
 
       
GENERAL AND ADMINISTRATIVE EXPENSES
     
       
Office and general
 
$
510
 
Professional fees
   
14,005
 
         
     
14,515
 
         
NET LOSS FOR THE PERIOD
 
$
(14,515
)
         
         
BASIC LOSS PER COMMON SHARE
 
$
(0.00
)
         
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
   
10,229,301
 






 





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



28

 

EASTERN EXPLORATION COMPANY
(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD FROM AUGUST 26, 2005 (INCEPTION) T0 APRIL 30, 2006

   
Common Stock
 
 Additional
 
Deficit Accumulated During
     
   
Number of Shares
 
Amount
 
Paid in
Capital
 
Exploration
Stage
 
Stockholders’
Equity
 
                       
Balance, August 26, 2005 (inception)
   
-
 
$
-
 
$
-
 
$
-
 
$
-
 
                                 
Common stock issued for cash at $0.0004 per share, to the sole director and president October 21, 2005
   
10,000,000
   
1,000
   
3,000
   
-
   
4,000
 
                                 
Common stock issued for cash at $0.006 per share on October 21, 2005
   
1,858,333
   
186
   
10,964
   
-
   
11,150
 
                                 
Common stock issued for cash at $0.006 per share on December 2, 2005
   
1,075,000
   
107
   
6,343
   
-
   
6,450
 
                                 
Common stock issued for cash at $0.006 per share on January 31, 2006
   
1,241,667
   
124
   
7,326
   
-
   
7,450
 
                                 
Net loss for the year ended April 30, 2006
   
-
   
-
   
-
   
(14,515
)
 
(14,515
)
                                 
Balance, April 30, 2006
   
14,175,000
 
$
1,417
 
$
27,633
 
$
(14,515
)
$
14,535
 


Prior period information has been restated to reflect the March 16, 2006 5 to 1 forward stock split.



 
 

 


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


29

 

EASTERN EXPLORATION COMPANY
(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS


   
For the period from
August 26, 2005
(inception) to
April 30, 2006
 
       
CASH FLOWS USED IN OPERATING ACTIVITIES
     
Net loss for the period
 
$
(14,515
)
Adjustment to reconcile net loss to net cash from operating activities
       
- accounts payable and accrued liabilities
   
4,005
 
         
NET CASH USED IN OPERATING ACTIVITY
   
(10,510
)
         
CASH FLOWS FROM FINANCING ACTIVITIES
       
Proceeds on sale of common stock
   
29,050
 
Related party advances
   
278
 
         
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
29,328
 
         
INCREASE IN CASH
   
18,818
 
         
CASH, BEGINNING OF PERIOD
   
-
 
         
CASH, END OF PERIOD
 
$
18,818
 
         
         
SUPPLEMENTAL CASH FLOW INFORMATION:
       
Cash paid for interest
 
$
-
 
Cash paid for income taxes
 
$
-
 





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


30

 
 
EASTERN EXPLORATION COMPANY
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006


NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 
Eastern Exploration Company (the “Company”) is an exploration stage company that was organized to engage in the business of natural resource exploration in the Province of Newfoundland, Canada. The Company has a wholly owned subsidiary, 0736112 B.C. Ltd., which was incorporated on September 27, 2005 in the Province of British Columbia, Canada.

Principles of consolidation
The consolidated financial statements include the accounts of the company’s wholly owned subsidiary, 0736112 B.C. Ltd.

Going concern
The Company commenced operations on August 26, 2005 and has not realized any revenues since inception. The Company has a deficit accumulated to the period ended April 30, 2006 in the amount of $14,515. The ability of the Company to continue as a going concern is dependent on raising capital to fund its business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is funding its initial operations by way of Private Placement. As of April 30, 2006 the Company had issued 14,175,000 shares of common stock in the capital of the Company and had received proceeds of $29,050.
 
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
The Company was incorporated on August 26, 2005 in the State of Delaware. The Company’s fiscal year end is April 30.

Basis of presentation
These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

Exploration stage company
The Company is considered to be in the exploration stage as defined in Statement of Financial Accounting Standards No. 7.

Natural resource properties
Natural resource properties consist of exploration and mining concessions, options and contracts. Acquisitions, leasehold costs and exploration costs are expensed as incurred until an independent feasibility study has determined that the property is capable of economic commercial production.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Financial Instruments
All significant financial assets, financial liabilities and equity instruments of the Company are either recognized or disclosed in the financial statements together with other information relevant for making a reasonable assessment of future cash flows, interest rate risk and credit risk. Where practical the fair values of financial assets and financial liabilities have been determined and disclosed; otherwise only available information pertinent to fair value has been disclosed.
 


31

 
 
EASTERN EXPLORATION COMPANY
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Loss per Common Share
Basic earnings (loss) per share includes no dilution and is computed by dividing income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings (loss) per share reflects the potential dilution of securities that could share in the earnings of the Company. Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.

Income taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances and tax loss carryforwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment. As at April 30, 2006 the Company had net operating loss carryforwards, however, due to the uncertainty of realization, the Company has provided a full valuation allowance for the deferred tax assets resulting from these loss carryforwards.

Stock-based Compensation
SFAS No. 123, "Accounting for Stock-Based Compensation", as issued by the Financial Accounting Standards Board (“FASB”), as amended by SFAS No. 148, "Accounting for Stock-Based Compensation - transition and disclosure", encourages the use of the fair value based method of accounting for stock-based employee compensation. SFAS No. 123 allows entities to continue to apply the intrinsic value method prescribed by Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations and provide pro forma disclosures of net income (loss) and earnings (loss) per share. Under APB 25, compensation cost is measured based on the excess, if any, of the quoted market price or fair value of a company's stock at the grant date (or a later date where the option has variable terms that depend on events after the date of grant) over the amount an employee must pay to acquire the stock. Compensation expense is recognized immediately for past services and pro-rata for future services over the option-vesting period. SFAS 123 allows but does not require that compensation cost resulting from the granting of stock options be measured and reported currently in the income statement and allocated over the remaining life of the option.

The Company has elected to follow APB 25 and provide the pro forma disclosures required under SFAS 123 with respect to stock options granted to employees. The Company will provide pro-forma information and expense information, respectively, as required by SFAS No. 123 showing the results of applying the fair value method using the Black-Scholes option pricing model.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue No. 96-18. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by EITF 96-18.

The Company has also adopted the provisions of the FASB Interpretation No.44, Accounting for Certain Transactions Involving Stock Compensation - An Interpretation of APB Opinion No. 25 (“FIN 44”), which provides guidance as to certain applications of APB 25. FIN 44 is generally effective July 1, 2000 with the exception of certain events occurring after December 15, 1998.

To April 30, 2006 the Company has not granted any stock options and has not recorded any stock-based compensation.

 
32

 

EASTERN EXPLORATION COMPANY
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In May 2003, the FASB issued SFAS No. 150, "Accounting for certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS No. 150"). SFAS 150 requires that certain financial instruments issued in the form of shares that are mandatorily redeemable as well as certain other financial instruments be classified as liabilities in the financial statements. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003.
 
In December 2004, the FASB issued SFAS No. 123 (Revised 2004), Share-Based Payment ("SFAS 123(R)"), which requires the compensation cost related to share-based payments, such as stock options and employee stock purchase plans, be recognized in the financial statements based on the grant-date fair value of the award. SFAS 123(R) is effective for all interim periods beginning after the Company’s year end of April 30, 2006. Management is currently evaluating the impact of this standard on the Company’s financial condition and results of operations.
 
In December 2004, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary Transactions (“SFAS 153”) SFAS 153 requires that exchanges of non-monetary assets are to be measured based on fair value and eliminates the exception for exchanges of non-monetary, similar productive assets, and adds an exemption for non-monetary exchanges that do not have commercial substance. SFAS 153 will be effective for fiscal periods beginning after June 15, 2005. Management does not believe that the adoption of this standard will have a material impact on the Company’s financial condition or results of operations.
 
In addition, the FASB and Emerging Issues Task Force ("EITF") have issued a variety of interpretations including the following interpretations with wide applicability:
 
Financial Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities", which addresses the consolidation of variable interest entities (formerly referred to as "Special -Purpose Entities"). The Interpretation is generally in effect for interim or annual periods beginning after December 15, 2003.
 
In November 2002, the EITF reached a consensus on Issue 00-21, "Revenue Arrangements with Multiple Deliverables" ("EITF 00-21"). This consensus addresses issues related to separating and allocating value to the individual elements of a single customer arrangement involving obligations regarding multiple products, services, or rights which may be fulfilled at different points in time or over different periods of time. EITF 00-21 guidance is applicable for arrangements entered into in fiscal periods beginning after June 15, 2003.
 
The adoption of these new pronouncements is not expected to have a material effect on the Company’s financial position or results of operations.
 
NOTE 3 - NATURAL RESOURCE PROPERTIES and RELATED EXPLORATION DEVELOPMENT
 
The Company has acquired through its President, an option to purchase a 100% undivided interest in a mining claim in the Ship Harbor Claim Block, Port Hope Simpson Area in Eastern Labrador, Newfoundland, Canada.
 
Under the claim agreement dated December 31, 2005, exploration expenditures are required as long as an interest is held in the claims, and minimum exploration expenditures of $12,500 and $45,000 are required on or before March 31, 2007 and 2008.
 
Upon exercise of the Option, the Company agrees to pay its President, commencing July 1, 2008, the sum of $35,000 per annum as long as the Company holds an interest in the Claim.
 
 

33

 
 
EASTERN EXPLORATION COMPANY
(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

APRIL 30, 2006


NOTE 4 - STOCKHOLDERS’ EQUITY
 
The Company’s capitalization is 75,000,000 common shares with a par value of $0.0001 per share.
 
On October 21, 2005 the Company issued 10,000,000 common shares at $0.0004 per share to the sole director and President of the Company for net cash proceeds of $4,000 to the Company.
 
On October 21, 2005 the Company issued 1,858,333 common shares to several investors at $0.006 per share for net cash proceeds of $11,150 to the Company.
 
On December 2, 2005 the Company issued 1,075,000 shares to several investors at $0.006 per share for net cash proceeds of $6,450 to the Company.
 
On January 31, 2006 the Company issued 1,241,667 shares to several investors at $0.006 per share for net cash proceeds of $7,450 to the Company.
 
On March 16, 2006, The Company’s shareholders approved a forward split on its common stock of five (5) shares for one (1) share of existing stock for shareholders of record on March 16, 2006. The number of common stock shares outstanding increased from 2,835,000 to 14,175,000.
 
As at April 30, 2006 the Company has not granted any stock options and has not recorded any stock-based compensation.
 
NOTE 5 - RELATED PARTY TRANSACTIONS
 
The Company entered into an option agreement to purchase mining claims (note 3), the annual payments will be made to the sole director and President.
 
Eastern Exploration Company owes the sole director and President of the Company $278. There are no definite repayment terms, no security or accruing interest. Fair value cannot be determined.
 
NOTE 6 - INCOME TAXES
 
The Company has adopted the FASB No. 109 for reporting purposes. As of April 30, 2006, the Company had net operating loss carry forwards of approximately $14,515 that may be available to reduce future years’ taxable income and will expire in 2024. Availability of loss usage is subject to change of ownership limitations under Internal Revenue Code 382. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the future tax asset relating to these tax loss carryforwards.
 


34

 
 
Changes In And Disagreements With Accountants on Accounting and Financial Disclosure

We have had no changes in or disagreements with our accountants.

Until ______________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
























35