SB-2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM SB-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HARBORSIDE VENTURES, INC.
(Name of small business issuer in its charter)
NEVADA (State or jurisdiction of incorporation or organization)	1090(Primary Standard Industrial Classification Code Number)	98-0549550(I.R.S. Employer Identification No.)
3675 East First Avenue, Suite 201, Burnaby, British Columbia, Canada, V5C 3V8 Telephone: (604) 299-7277
(Address and telephone number of principal executive offices)
Robert Skelly President, Secretary, Treasurer and a director 3675 East First Avenue, Suite 201, Burnaby, British Columbia, Canada, V5C 3V8 Telephone: (604) 299-7277
(Name, address and telephone number of agent for service)
With a copy to: Thomas J. Deutsch, Esq. LANG MICHENER LLP 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7 Telephone: (604) 689-9111

Approximate date of proposed sale to the public: From time to time after this Registration Statement is declared effective.

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, please check the following box. [    ]

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Shares of common stock, par value $0.001 per share	3,000,000 shares(3)	$0.02 per share(4)	$60,000	$1.84
Shares of common stock, par value $0.001 per share, underlying common stock purchase warrants	3,000,000 shares(5)	$0.10 per share(6)	$300,000	$9.21
Shares of Common stock, par value $0.001 per share	6,000 shares(7)	$0.05 per share(7)	$300	$0.01
Totals:	6,006,000 shares	$0.06 per share(8)	$360,300	$11.06

(1)   In the event of a stock split, stock dividend or similar transaction involving the common shares of the registrant, in order to prevent dilution the number of shares registered shall be automatically increased to cover additional shares in accordance with Rule 416(a) under the Securities Act.

(2)   The Proposed Maximum Aggregate Offering Price is estimated solely for the purpose of calculating the registration fee.

(3)   We have sold an aggregate of 3,000,000 units at a price of $0.02 per unit to the selling stockholders named herein. Each unit consists of one share of common stock and one non-transferable common stock purchase warrant. These shares represent the 3,000,000 shares of common stock forming part of the units.

(4)   The Proposed Maximum Offering Price Per Share is calculated in accordance with Rule 457(c) of the Securities Act, based upon the price at which the most recent unregistered sale of units was effected.

(5)   Each warrant entitles the holder to purchase one additional share of common stock for a period of two years from the date of issuance of the warrants at an exercise price of $0.05 per share during the first year and $0.10 per share during the second year.

(6)   The Proposed Maximum Offering Price Per Share is calculated in accordance with Rule 457(g) of the Securities Act, on the basis of the highest price at which the warrants may be exercised.

(7)   We issued 6,000 shares at a deemed price of $0.05 in exchange for an interest in certain mineral claims.

(8)   Weighted average price per share.

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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION

PROSPECTUS

HARBORSIDE VENTURES, INC.
a Nevada corporation

6,006,000 SHARES OF COMMON STOCK

This prospectus relates to the resale of up to 6,006,000 shares of our common stock that may be offered and sold, from time to time, by the selling stockholders identified in this prospectus for their own account, consisting of:

• 3,000,000 shares issued in connection with our private placement issuance of 3,000,000 units to the selling stockholders at an issuance price of $0.02 per unit, which private placement was completed on June 8, 2007 (each unit consisted of one common share and one non-transferable share purchase warrant);
• 3,000,000 shares issuable upon the exercise of 3,000,000 non-transferable common stock purchase warrants forming part of the units;
• 6,000 shares we issued as partial consideration for our interest in mineral claims effective as of June 8, 2007 at a deemed issuance price of $0.05 per share.

Our common stock is not presently traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Accordingly, we have fixed the benchmark offering price by reference to our most recent private offering of our units, which was effected at $0.02 per unit. The selling stockholders will sell their common stock at the price of $0.02 per share until our common stock is quoted on the OTC Bulletin Board or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices. There is no relationship whatsoever between the offering price and our assets, earnings, book value or any other objective criteria of value.

We will not receive any proceeds from the sales by the selling stockholders. However, we will receive proceeds upon the exercise of any common stock purchase warrants that may be exercised by the selling stockholders. The proceeds, if any, would be used for working capital purposes including exploration of with respect to the property underlying our mineral claims.

The selling stockholders, and any participating broker-dealers, may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"), and any commissions or discounts given to any such broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act.

The purchase of the securities offered through this prospectus involves a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully read and consider the section of this prospectus titled "Risk Factors" starting on page 5 before buying any of our shares of our common stock.

Neither the Securities and Exchange Commission (the "SEC") 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 offence.

The information in this prospectus is not complete and may be changed. The selling stockholders may not sell or offer these securities until the registration statement of which this prospectus forms a part is declared effective by the SEC. 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 date of this prospectus is u , 2007

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.

TABLE OF CONTENTS
Item	Page No.
SUMMARY		3
RISK FACTORS		5
FORWARD-LOOKING STATEMENTS		11
USE OF PROCEEDS		11
DETERMINATION OF OFFERING PRICE		11
DILUTION		11
SELLING SECURITY HOLDERS		11
PLAN OF DISTRIBUTION		14
LEGAL PROCEEDINGS		16
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS		16
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		17
DESCRIPTION OF SECURITIES		18
INTEREST OF NAMED EXPERTS AND COUNSEL		19
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES		20
ORGANIZATION WITHIN LAST FIVE YEARS		20
DESCRIPTION OF BUSINESS		20
DESCRIPTION OF PROPERTIES		25
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS		25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		28
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS		28
EXECUTIVE COMPENSATION		30
FINANCIAL STATEMENTS		31
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		54
WHERE YOU CAN FIND MORE INFORMATION		54
DEALER PROSPECTUS DELIVERY OBLIGATION		54

__________

2

SUMMARY

As used in this prospectus, unless the context otherwise requires, "we", "us", "our", the "Company", the "Corporation" or "Harborside" refers to Harborside Ventures, Inc. The following summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common shares. All dollar amounts refer to United States dollars unless otherwise indicated.

Our Business

We are an exploration stage company engaged in the acquisition and exploration of mineral properties. We have a 100% undivided interest in all of the mineral property interests to certain quartz claims located in the Whitehorse Mining District of the Yukon Territory, Canada.

The property covered by our interests in the quartz claims does not contain any known mineral deposits or reserves of minerals. Accordingly, exploration of the property is required before any determination as to whether any commercially viable mineral deposit may exist. Our plan of operations is to carry out preliminary exploration work on the property in order to ascertain whether advanced exploration is warranted to determine whether the property possesses commercially exploitable mineral deposits. We will not be able to determine whether or not the property contains a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

We acquired our interest in the mineral claims in May of 2006. We have obtained a geological report on the property underlying our mineral claims that has recommended an exploration program consisting of two phases, with estimated costs of CDN$13,750 and CDN$8,470, respectively (approximately $13,804 and $8,503, respectively, based on the noon buying rate as certified by the New York Federal Reserve Bank on October 3, 2007 of $1.00:CDN$0.9961). We have determined to proceed with both stages of the recommended exploration program. At June 30, 2007, we had cash of $53,117 and working capital of $40,858. Given the other expenditures that we expect to incur within the next twelve months, we believe that we have sufficient funds to enable us to complete phase one of the recommended exploration program within the next twelve months. We will, however, require additional financing in order to complete full exploration of the property to determine whether sufficient mineralized material, if an y, exists to justify eventual mining and production.

Even if we determine that a mineral deposit exists on the property underlying our mineral claims, an economic evaluation must be completed before the economic viability of commercial exploitation of the property could be completed. Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation. There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.

We have no revenues, have incurred losses since our incorporation on May 16, 2006, and have relied upon the sale of our securities in unregistered private placement transactions to fund our operations. We will not generate revenues even if our initial exploration program indicates that mineral material may exist on the property underlying our mineral claims. Accordingly, for the foreseeable future, we will continue to be dependent on additional financing in order to maintain our operations and continue with our exploration activities. Due to the uncertainty of our ability to meet our financial obligations and to pay our liabilities as they become due, in their report on our financial statements for the period from incorporation (May 16, 2006) to December 31, 2006, our independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We were incorporated under the laws of Nevada effective May 16, 2006. Our principal offices are located at 3675 East First Avenue, Suite 201, Burnaby, BC, Canada, V5C 3V8. Our telephone number is (604) 299-7277 and our fax number is (604) 299-3417.

3

The Offering

The Issuer:	Harborside Ventures, Inc.
The Selling Stockholders:	The selling stockholders named in this prospectus are offering an aggregate of 6,006,000 shares to the selling stockholders named in this prospectus in the following transactions: (i) 3,000,000 units issued in a private placement transaction we completed on June 8, 2007 at a price of $0.02 per unit, each unit entitling the holder to one share and one non-transferable share purchase warrant; and (ii) 6,000 shares issued in an exchange for our mineral claims at a deemed issuance price of $0.05 per share.
Shares Offered by the Selling Stockholders:	The selling stockholders may from time to time offer for resale up to 6,006,000 shares of our common stock, consisting of: 3,000,000 shares issued in connection with our private placement issuance of 3,000,000 units completed on June 8, 2007 (each unit consisted of one common share and one non-transferable share purchase warrant); 3,000,000 shares issuable upon exercise of the share purchase warrants forming part of the units; and 6,000 shares issued as partial consideration for our mineral claims.
Offering Price:	The selling stockholders will offer their shares of our common stock at a price of $0.02 per share until our common stock is quoted on the OTC Bulletin Board or is listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon our most recent private offering of our units, which was effected at $0.02 per unit.
Terms of the Offering:	The selling stockholders will determine when and how they will sell the common stock offered in this prospectus. Refer to "Plan of Distribution".
Termination of the Offering:	The offering will conclude when all of the 6,006,000 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 shares.
Use of Proceeds:	We will not receive any proceeds from this offering. We will cover the expenses associated with the registration of this offering, which we estimate to be approximately $34,511.
No Present Public Market for Our Common Stock:	Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.
Outstanding Shares of Common Stock:	There were 7,406,001 shares of our common stock 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.
Risk Factors:	See "Risk Factors" and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in our common shares.

4

Summary of Financial Data

The summarized financial data presented below has been derived from and should be read in conjunction with our audited financial statements for the period from incorporation (May 16, 2006) to December 31, 2006 and our unaudited interim financial statements for the six months ended June 30, 2007 and for the period from incorporation (May 16, 2006) to June 30, 2007, together with the notes to our financial statements and the section of this prospectus entitled "Management's Discussion and Analysis and Plan of Operation":

Balance Sheet

	June 30, 2007	December 31, 2006
	(unaudited)	(audited)
Cash	$53,117	$79,221
Total Assets	53,117	79,221
Total Liabilities	12,259	12,608
Total Stockholders' Equity	$40,858	$66,613

Statement of Operations

	Three months ended June 30, 2007 (unaudited)	Six months ended June 30, 2007 (unaudited)	May 16, 2006 (Inception) to December 31, 2006 (audited)	May 16, 2006 (Inception) to June 30, 2007 (unaudited)
Expenses
Accounting and audit fees	$ 2,300	$ 4,600	$ 6,000	$ 10,600
Legal	2,037	2,774	4,600	7,374
Mineral property costs	-	-	6,586	6,586
Office and administration      expenses	3,620	5,407	5,001	10,408
Travel	9,653	15,474	-	15,474
Net loss for the period	$ (17,610)	$ (28,255)	$ (22,187)	$ (50,442)
Basic loss per share, basic and diluted	$ (0.00)	$ (0.03)	$ (22,187)

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, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.

5

Risks related to our company

Because we have only recently commenced business operations, we have no history of earnings and no foreseeable earnings, and we may never achieve profitability or pay dividends.

We were incorporated on May 16, 2006, and to date have been involved primarily in organizational activities, evaluating resource projects and acquiring our interest in certain mineral claims in the Yukon Territory, Canada. Therefore, our ability to operate our business successfully remains untested. If we are successful in developing the property that is the subject of our mineral claims, we anticipate that we will retain future earnings and other cash resources for the future operation and development of our business as appropriate. We do not currently anticipate declaring or paying any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of our board of directors, which will take into account many factors including our operating results, financial conditions and anticipated cash needs. For these reasons, we may never achieve profitability or pay dividends.

We have yet to attain profitable operations, and because we will need additional financing to fund our exploration activities, our accountants believe there is substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $50,442 for the period from May 16, 2006 (incorporation) to June 30, 2007, and we have no revenues to date. At June 30, 2007, we had cash of $53,117 and working capital of $40,858, which we believe is sufficient to maintain our administrative costs for the next twelve months and to complete phase one of the exploration program recommended by our consulting geologist. Management believes that we will need to generate additional financial resources in order to complete phase two of the exploration program recommended by our consulting geologist. There can be no assurances that we will continue to obtain additional financial resources and/or achieve profitability or positive cash flows. If we are unable to obtain adequate additional financing, we will be required to curtail operations and exploration activities. These factors raise substantial doubt that we will be able to continue as a going concern.

Our financial statements included with this prospectus have been prepared assuming that we will continue as a going concern. Our auditors have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the period from incorporation to December 31, 2006. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We are in the initial stages of exploration of the property underlying our mineral claims, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of valuable minerals on the property. 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 search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of minerals on the property underlying our mineral claims. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore. 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 proper ty underlying our mineral claims that we plan to undertake. Problems such as unusual or unexpected formations, the inability to obtain suitable or adequate machinery, equipment or labour, and other risks involved in mineral exploration, often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan. In addition, any determination that the property contains commercially recoverable quantities of ore may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economically viable. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that the property can be commercially developed.

6

We will require significant additional financing in order to continue our exploration activities and our assessment of the commercial viability of the property underlying our mineral claims. Even if we discover commercial reserves on the property underlying our mineral claims, we can provide no assurance that we will be able to successfully advance the property into commercial production.

The property underlying our mineral claims does not contain any known bodies of ore. Our business plan calls for significant expenditures in connection with the exploration of the property. We believe that we have sufficient funds to maintain our administrative costs for the next twelve months and to complete phase one of the exploration program on the property, as recommended by our consulting geologist. We will, however, require additional financing in order to complete phase two of the exploration program on the property and to conduct the economic evaluation that would be necessary for us to assess whether sufficient mineral reserves exist to justify commercial exploitation of the property underlying our mineral claims. We currently are in the exploration stage and have no revenue from operations. We currently do not have any arrangements in place for additional financing, and we may not be able to obtain financing on terms that are acceptable to us, or at all. If we are unable to obtain additional financing, we will not be able to continue our exploration activities and our assessment of the commercial viability of the property. Further, if we are able to establish that development of the property is commercially viable, our inability to raise additional financing at that stage would result in our inability to place the property into production and recover our investment.

Our exploration activities may not be commercially successful, which could lead us to abandon our plans to develop the property underlying our mineral claims and our investments in exploration.

Our long-term success depends on our ability to establish commercially recoverable quantities of ore on the property underlying our mineral claims. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. We may invest signi ficant capital and resources in exploration activities and abandon such investments if they are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may reduce the trading price of our common stock and impair our ability to raise future financing. We cannot provide any assurance to investors that we will discover or acquire any mineralized material in sufficient quantities on the property underling our mineral claims to justify commercial operations. Further, we will not be able to recover the funds that we spend on exploration if we are not able to establish commercially recoverable quantities of ore on the property.

Because access to the property underlying our mineral claims is often restricted by inclement weather, we will be delayed in our exploration and any future mining efforts.

Due to snow and snowfall in the area, surface exploration of the property subject to our mineral claims is restricted to the summer months and early fall. As a result, any attempts to visit, test or explore the property are largely limited to the few months out of the year when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as mining and production in the event that commercial amounts of minerals are found. This may cause our business venture to fail and result in the loss of your entire investment in our common stock.

As we undertake exploration of the property underlying our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration for minerals. We will be subject to the mining laws and regulations of the Yukon Territory as we carry out our exploration program. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent us from carrying out our exploration program.

7

If there is a defect with respect to title of our mineral claims, our business may fail.

We own an interest in certain quartz claims in the Yukon Territory, Canada. Although we believe that we have taken all appropriate steps to determine that we have title to these claims, there is no guarantee that there are no defects with respect to title of the mineral claims. The property may be subject to prior unregistered agreements or transfers or native land claims, and title may be affected by undetected defects. If we do not have clear title to the mineral claims, our business may fail and you may lose your entire investment in our common stock.

If we are unable to maintain the interest in our mineral claims, then our business will fail.

We own a 100% interest in certain mineral claims in the Yukon Territory, Canada, which claims are governed by the Quartz Mining Act (Yukon Territory, Canada). To keep our interests in these claims in good standing in the Yukon Territory, there must be CDN$100 (approximately $100 based on the noon buying rate as certified by the New York Federal Reserve Bank on October 3, 2007 of $1.00:CDN$0.9961) of exploration expenditures performed per claim each year. In the event that work is not performed on a property, the CDN$100 per claim can be paid in lieu of performing such work. In the case of our claims, CDN$100 of exploration expenditures must be spent before October 18, 2008 in order to maintain the claims in good standing for an additional year. If we fail to meet these requirements on a timely basis, our mineral claims will lapse. Accordingly, you could lose all or part of your investment in our common stock.

We are subject to risks inherent in the mining industry, and at present we do not have any insurance against such risks. Any losses we may incur that are associated with such risks may cause us to incur substantial costs which will have a material adverse effect upon our results of operations.

Any mining operations that we may undertake in the future will be subject to risks normally encountered in the mining business. Mining for valuable minerals is generally subject to a number of risks and hazards, including environmental hazards, industrial accidents, labour disputes, unusual or unexpected geological conditions, pressures, cave-ins, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, blizzards and earthquakes. At the present we do not intend to obtain insurance coverage and even if we were to do so, no assurance can be given that such insurance will continue to be available or that it will be available at economically feasible premiums. Insurance coverage may not continue to be available or may not be adequate to cover any resulting liability. Moreover, insurance against risks such as environmental pollution or other hazards as a result of exploration and production is not generally available to companies in t he mining industry on acceptable terms. We might also become subject to liability for pollution or other hazards which may not be insured against or which we may elect not to insure against because of premium costs or other reasons. Losses from these events may cause us to incur significant costs that could have a material adverse effect upon our financial performance and results of operations. Such costs could potentially exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment in our common stock.

If we do not find a joint venture participant for the continued exploration of the property underlying our mineral claims, we may not be able to advance the exploration work.

If the initial results of our mineral exploration program are successful, we may try to enter into a joint venture agreement with a third party for the further exploration and possible production of the property underlying our mineral claims. We would face competition from other junior mineral resource exploration companies if we attempt to enter into a joint venture agreement with a third party. A prospective joint venture participant could have a limited ability to enter into joint venture agreements with junior exploration companies, and will seek the junior exploration companies who have the properties that it deems to be the most attractive in terms of potential return and investment cost. In addition, if we entered into a joint venture agreement, we would likely assign a percentage of our mineral claims interests to the joint venture participant. If we are unable to enter into a joint venture agreement with a third party, we may fail and you will lose your entire investme nt in our common stock.

We rely on key members of management, the loss of whose services would have a material adverse effect on our success and development.

Our success depends to a certain degree upon certain key members of the management. These individuals are a significant factor in our growth and success. The loss of the service of members of the management could have a material adverse effect on us. In particular, our success is highly dependant upon the efforts of our President, Secretary and Treasurer and our directors, the loss of whose services would have a material adverse effect on our success and development.]

8

Because our executive officer has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operation, causing our business to fail.

Robert Skelly, our President, Secretary and Treasurer is spending only approximately 10% of his business time on providing management services to us. While we believe that he presently possesses adequate time to attend to our interests, it is possible that the demands on Mr. Skelly from his other obligations could increase with the result that he may no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.

Because of the fiercely competitive nature of the mining industry, we may be unable to maintain or acquire attractive mining properties on acceptable terms, which will materially affect our financial condition.

The mining industry is competitive in all of its phases. We face strong competition from other mining companies in connection with the acquisition of properties producing, or capable of producing, precious and base metals. Many of these companies have greater financial resources, operational experience and technical capabilities. As a result of this competition, we may be unable to maintain or acquire attractive mining properties on terms we consider acceptable or at all. Consequently, our revenues, operations and financial condition could be materially adversely affected.

Risks related to our common stock

There is no active trading market for our common stock, and if a market for our common stock does not develop, our investors will be unable to sell their shares.

There is currently no active trading market for our common stock, and such a market may not develop or be sustained. We currently plan to have our common stock quoted on the OTC Bulletin Board of the National Association of Securities Dealers Inc. (the "NASD") upon the effectiveness of the registration statement of which this prospectus forms a part. In order to do this, a market maker must file a Form 15c-211 to allow the market maker to make a market in our shares of common stock. At the date hereof we are not aware that any market maker has any such intention. We cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. Further, the OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not dev elop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of their investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operation results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices for the shares of exploration stage companies, which may materially adversely affect the market price of our common stock.

Sales of a substantial number of shares of our common stock into the public market by the selling stockholders may result in significant downward pressure on the price of our common stock and could affect the ability of our stockholders to realize any current trading price of our common stock.

Sales of a substantial number of shares of our common stock in the public market could cause a reduction in the market price of our common stock, when and if such market develops. When the registration statement of which this prospectus forms a part is declared effective, the selling stockholders may be reselling up to approximately 41% of the issued and outstanding shares of our common stock (and, if the share purchase warrants are exercised with respect to the 3,000,000 shares underlying such share purchase warrants being registered, then the selling stockholders may be reselling up to approximately 58% of our issued and outstanding shares of common stock). As a result of such registration statement, a substantial number of our shares of common stock which have been issued may be available for immediate resale when and if a market develops for our common stock, which could have an adverse effect on the price of our common stock. As a result of any such decreases in price of ou r common stock, purchasers who acquire shares from the selling stockholders may lose some or all of their investment.

9

Any significant downward pressure on the price of our common stock as the selling stockholders sell the shares of our common stock could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of our common stock.

Re-sale restrictions for British Columbia residents may limit the ability of such residents to resell their shares in the U.S., which will affect the price at which their shares may be sold.

Selling stockholders that are residents of British Columbia have to rely on an exemption from prospectus and registration requirements of British Columbia securities laws to sell their shares that are being registered for resale by this prospectus. Such selling stockholders have to comply with the British Columbia Securities Commission's B.C. Instrument 72-502 "Trade in Securities of U.S. Registered Issuers" to resell their shares. B.C. Instrument 72-502 requires, among other conditions, that British Columbia residents hold the shares for a period of twelve months and, consequent thereon, limits the volume of shares sold in a twelve-month period to five percent of the issued and outstanding shares of the issuer. However, if we become a reporting issuer in British Columbia, then our British Columbia stockholders will only have to hold their shares for a period of four months and a day from becoming a reporting issuer in order to resell their shares. These restrictions will limit the ability of the British Columbia residents to resell the securities in the United States and, therefore, may materially affect the market value of your shares. If we decide to become a reporting issuer in British Columbia, then it is estimated that becoming such will take approximately three months from our decision to do so subject, at all times, to the prior approval of the British Columbia Securities Commission. At present we do not intend to become a reporting issuer in British Columbia.

Our stock is a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations and the NASD's sales practice requirements, which may limit a stockholder's ability to buy and sell our stock.

Our common stock will be subject to the "Penny Stock" Rules of the SEC, which will make transactions in our common stock cumbersome and may reduce the value of an investment in our common stock.

We currently plan to have our common stock quoted on the OTC Bulletin Board of the NASD, which is generally considered to be a less efficient market than markets such as NASDAQ or the national exchanges, and which may cause difficulty in conducting trades and difficulty in obtaining future financing. Further, our securities will be subject to the "penny stock rules" adopted pursuant to Section 15(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The penny stock rules apply generally to companies whose common stock trades at less than $5.00 per share, subject to certain limited exemptions. Such rules require, among other things, that brokers who trade "penny stock" to persons other than "established customers" complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade "penny stock" because of the requirements of the "penny stock rules" and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the "penny stock rules" for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the "penny stock rules", investors will find it more difficult to dispose of our securities. Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain coverage for significant news events because major wire services, such as the Dow Jones News Service, generally do not publish press releases about such companies, and (iii) to obtain needed capital.

In addition to the "penny stock" rules promulgated by the SEC, the NASD has adopted rules that require a broker-dealer to have reasonable grounds for believing that an investment is suitable for a customer when recommending the investment to that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.

10

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the market price of valuable minerals, availability of funds, government regulations, operating costs, exploration costs, outcomes of exploration programs and other factors. Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such term s or other comparable terminology. Actual events or results may differ materially from any forward-looking statement. In evaluating these statements, you should consider various factors, including the risks outlined in this prospectus. These factors may cause our actual results to differ materially from any forward-looking statement. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding our business plans, our actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. We do not intend to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

The safe harbour for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the offering made in this prospectus.

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of common stock offered through this prospectus by the selling stockholders. All proceeds from the sale of the shares will be for the account of the selling stockholders, as described below in the sections of this prospectus entitled "Selling Security Holders" and "Plan of Distribution". We will, however, incur all costs associated with this prospectus and the registration statement of which this prospectus forms a part.

DETERMINATION OF OFFERING PRICE

Our common stock is not presently traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. Accordingly, we have fixed the benchmark offering price by reference to our most recent offering of our units, which was effected at $0.02 per unit. The selling stockholders will sell their common stock at the price of $0.02 per share until our common stock is quoted on the OTC Bulletin Board or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices. There is no relationship whatsoever between the offering price and our assets, earnings, book value or any other objective criteria of value.

If our common stock becomes publicly traded and a market for the stock develops, the actual offering price of the shares that are the subject of this prospectus will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling stockholders named in this prospectus. The offering price would thus be determined by market factors and the independent decisions of the selling stockholders named in this prospectus.

DILUTION

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

SELLING SEcurity HOLDERS

The selling stockholders named in this prospectus are offering all of the 6,006,000 shares of common stock covered by this prospectus, consisting of:

11

• 3,000,000 shares issued in connection with our private placement issuance of 3,000,000 units completed on June 8, 2007 (each unit consisted of one common share and one non-transferable share purchase warrant);

• 3,000,000 shares issuable upon exercise of the share purchase warrants forming part of the units; and
• 6,000 shares issued as partial consideration for our mineral claims.

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

1. the number of shares owned by each selling stockholder prior to this offering;
2. the total number of shares that are to be offered by each selling stockholder;
3. the total number of shares that will be owned by each selling stockholder upon completion of the offering; and
4. the percentage owned by each selling stockholder upon completion of this offering.

Information with respect to beneficial ownership is based upon information obtained from the selling stockholders. Information with respect to "Shares Beneficially Owned After the Offering" assumes the sale of all of the shares offered by this prospectus and no other purchases or sales of our common stock by the selling stockholders. Except as described below and to our knowledge, the named selling stockholder beneficially owns and has sole voting and investment power over all shares or rights to these shares. Other than any relationships described below, none of the selling stockholders had or have any material relationship with us. To our knowledge, none of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer.

Name of Selling Stockholder	Shares owned prior to this offering(1), (2)	Total number of shares to be offered for selling stockholder's account	Total shares to be owned upon completion of this offering	Percent owned upon completion of this offering(3)
1.    Private Placement completed on June 8, 2007 at a price of $0.02 per unit(3)
Adrian Michael Allen	150,000	150,000	-0-	-0-
Chris Ameerali	150,000	150,000	-0-	-0-
Ashley Aveling	150,000	150,000	-0-	-0-
Scott Cassia	150,000	150,000	-0-	-0-
Chelsea Cooledge	150,000	150,000	-0-	-0-
Jodi Eckland	150,000	150,000	-0-	-0-
Nick Ellard	150,000	150,000	-0-	-0-
Cody Fox	150,000	150,000	-0-	-0-
Skye Harrington	150,000	150,000	-0-	-0-
Bruce Heuring	150,000	150,000	-0-	-0-
Shane Heuring	150,000	150,000	-0-	-0-
Shareane Heuring	150,000	150,000	-0-	-0-
Johnny Jover	150,000	150,000	-0-	-0-
Phelan Lewis	150,000	150,000	-0-	-0-

12

Name of Selling Stockholder	Shares owned prior to this offering(1), (2)	Total number of shares to be offered for selling stockholder's account	Total shares to be owned upon completion of this offering	Percent owned upon completion of this offering(3)
Donald Lindo	150,000	150,000	-0-	-0-
Andy Lukat	150,000	150,000	-0-	-0-
Graeme McCallum	150,000	150,000	-0-	-0-
Mike McCue	150,000	150,000	-0-	-0-
Pierre McMillan	150,000	150,000	-0-	-0-
Tyler Miotto	150,000	150,000	-0-	-0-
Adam Munro	150,000	150,000	-0-	-0-
Randy Nohr	150,000	150,000	-0-	-0-
Jordan Peck	150,000	150,000	-0-	-0-
Michael Pengally	150,000	150,000	-0-	-0-
David Phillpotts	150,000	150,000	-0-	-0-
Emily Platt	150,000	150,000	-0-	-0-
Aaron Powell	150,000	150,000	-0-	-0-
Ashli Robertson	150,000	150,000	-0-	-0-
Kenneth Ryu	150,000	150,000	-0-	-0-
Craig Segaric	150,000	150,000	-0-	-0-
Ben Smith	150,000	150,000	-0-	-0-
Megan Stagg	150,000	150,000	-0-	-0-
Andrew Sturgeon	150,000	150,000	-0-	-0-
Ian Tarris	150,000	150,000	-0-	-0-
Sonny Tatlay	150,000	150,000	-0-	-0-
Kristen Vanderpaw	150,000	150,000	-0-	-0-
Chris Veale	150,000	150,000	-0-	-0-
Amandeep Virk	150,000	150,000	-0-	-0-
Desmond Williams	150,000	150,000	-0-	-0-
Tanya Woods	150,000	150,000	-0-	-0-
2.    Issuance pursuant to Quartz Claims Acquisition Agreement completed June 8, 2007 at a deemed issuance price of $0.05 per share
Oro Quest Ltd.	6,000	6,000	-0-	-0-
Total:	6,006,000	6,006,000	-0-	-0-

(1)   Beneficial ownership calculation under Rule 13d-3 of the Exchange Act. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of s hares beneficially owned by such person (and only such person) by reason of these acquisition rights.

13

(2)   We issued a total of 3,000,000 units to the selling stockholders at a price of $0.02 per unit upon the completion of our private placement offering on June 8, 2007. Each unit consisted of one share of common stock and one non-transferable common stock purchase warrant. Each warrant is immediately exercisable and entitles the holder to acquire one additional share of common stock for a period of two years at an exercise price of $0.05 per share during the first year and $0.10 per share during the second year. Accordingly, the shares being offered by each selling stockholder who purchased units in the private placement include shares of common stock underlying the selling stockholder's warrants.

(3)   Based on 7,406,001 shares of our common stock issued and outstanding as of the date of this prospectus.

Because a selling stockholder may offer by this prospectus all or some part of the common shares which it holds, no estimate can be given as of the date hereof as to the number of common shares actually to be offered for sale by a selling stockholder or as to the number of common shares that will be held by a selling stockholder upon the termination of such offering.

PLAN OF DISTRIBUTION

Timing of Sales

The selling stockholders may offer and sell the shares covered by this prospectus at various times. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale.

Offering Price

The selling stockholders will sell their shares at an offering price of $0.02 per share until our shares are quoted on the OTC Bulletin Board or are listed for trading or quoted on any other public market. Thereafter, the sales price offered by the selling stockholders to the public may be:

1. the market price prevailing at the time of sale;
2. a price related to such prevailing market price; or
3. such other price as the selling stockholders determine from time to time.

Our common stock is not currently listed on any national exchange or electronic quotation system. To date, no actions have been taken to list our shares on any national exchange or electronic quotation system. If our common stock becomes publicly traded, then the sales price to the public will vary according to the selling decisions of each selling stockholder and the market for our stock at the time of resale.

Manner of Sale

The shares may be sold by means of one or more of the following methods:

1. a block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
2. purchases by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this prospectus;
3. ordinary brokerage transactions in which the broker solicits purchasers;
4. through options, swaps or derivative;
5. privately negotiated transactions; or
6. in a combination of any of the above methods.

14

The selling stockholders may sell their shares directly to purchasers or may use brokers, dealers, underwriters or agents to sell their shares. Brokers or dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions, discounts or concessions from the selling stockholders, or, if any such broker-dealer acts as agent for the purchaser of shares, from the purchaser in amounts to be negotiated immediately prior to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the types of transactions involved. Broker-dealers may agree with a selling stockholder to sell a specified number of shares at a stipulated price per share, and, to the extent the broker-dealer is unable to do so acting as agent for a selling stockholder, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockhol der. Broker-dealers who acquire shares as principal may thereafter resell the shares from time to time in transactions, which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above, in the over-the-counter market or otherwise at prices and on terms then prevailing at the time of sale, at prices then related to the then-current market price or in negotiated transactions. In connection with resales of the shares, broker-dealers may pay to commissions or receive from commissions the purchasers of shares as described above.

If our selling stockholders enter into arrangements with brokers or dealers, as described above, we are obligated to file a post-effective amendment to the registration statement of which this prospectus forms a part, disclosing such arrangements, including the names of any broker dealers acting as underwriters.

The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares may be deemed to be "underwriters" within the meaning of the Securities Act. In that event, any commissions received by broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

Sales Pursuant to Rule 144

Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, may be sold under Rule 144 rather than pursuant to this prospectus.

Regulation M

We have advised the selling security holders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling security holders and their affiliates. Regulation M under the Exchange Act prohibits, with certain exceptions, participants in a distribution from bidding for, or purchasing for an account in which the participant has a beneficial interest, any of the securities that are the subject of the distribution. Accordingly, the selling stockholder is not permitted to cover short sales by purchasing shares while the distribution is taking place. Regulation M also governs bids and purchases made in order to stabilize the price of a security in connection with a distribution of the security. In addition, we will make copies of this prospectus available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

State Securities Laws

Under the securities laws of some states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares may not be sold unless the shares have been registered or qualified for sale in the state or an exemption from registration or qualification is available and is complied with.

Sales by Residents of British Columbia

Selling stockholders that are residents of British Columbia have to rely on an exemption from prospectus and registration requirements of British Columbia securities laws to sell their shares which are being registered for resale by this prospectus. Such selling stockholders have to comply with the British Columbia Securities Commission's B.C. Instrument 72-502 "Trade in Securities of U.S. Registered Issuers" to resell their shares. B.C. Instrument 72-502 requires, among other conditions, that British Columbia residents hold the shares for a period of twelve months and, consequent thereon, limits the volume of shares sold in a twelve-month period to five percent of the issued and outstanding shares of the issuer. However, if we become a reporting issuer in British Columbia, then our British Columbia stockholders will only have to hold their shares for a period of four months and a day from becoming a reporting issuer in order to resell their shares. At present we do not intend to b ecome a reporting issuer in British Columbia and, accordingly, British Columbia resident stockholders who wish to make a public sale of shares through the OTC Bulletin Board or on any market or securities exchange in the United States will be limited to the resale limitations set forth in B.C. Instrument 72-502.

15

Expenses of Registration

We are bearing all costs relating to the registration of the common stock. These expenses are estimated to be $34,511, including, but not limited to, legal, accounting, printing and mailing fees. 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.

LEGAL PROCEEDINGS

We currently are not party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:

Name	Age	Position Held
Robert Skelly	51	President, Secretary, Treasurer and a director
Paul Anaka	42	Director
Grant Sahaydak	50	Director
Paul Tuson	57	Director

The following describes the business experience of each of our directors and executive officers, including other directorships held in reporting companies:

Robert Skelly. Robert Skelly has been our President, Secretary, Treasurer and a director since our incorporation in May 2006. Mr. Skelly is President of R.B. Skelly Sales, a sales and marketing company based in Vancouver, British Columbia, which also has offices in Calgary and Winnipeg. Mr. Skelly founded that company in 1989 and continues to run it. Previous to that, Mr. Skelly was Vice-President of Dominion Industries, a private automotive parts manufacturing company based in Toronto, Ontario, for five years. While at Dominion Industries, Mr. Skelly was responsible for sales and marketing and for accounting. While in Toronto, Mr. Skelly attended the University of Toronto and obtained a business degree. From 1976 to 1981, Mr. Skelly was employed by Canada Packers Inc., a meat packing and processing company, in Winnipeg, Manitoba, as its management accountant. Mr. Skelly also attended the British Columbia Institute of Technology, from which he holds a degree in sales and mar keting. Since April 19, 2006, Mr. Skelly has served as the Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer and as a director of Silica Resources Corporation, a reporting company.

Paul Anaka. Paul Anaka has served on our board of directors since July 1, 2007. Since 1997 Mr. Anaka has worked as a residential and commercial mortgage broker with Nationwide Mortgage Corp., based in Vancouver, British Columbia. Prior to that, Anaka served for two years as Vice-President of smartmortgage.ca Inc., also based in Vancouver, British Columbia, where he was responsible for sales and marketing. From 1987 to 1990, Mr. Anaka was employed by Dominion Directories as a marketing representative. Mr. Anaka attended Simon Fraser University from 1985-1987; he then attended the British Columbia Institute of Technology, from which he obtained a degree in marketing.

16

Grant Sahaydak. Grant Sahaydak has served on our board of directors since July 1, 2007. Mr. Sahaydak is currently an independent mortgage broker, based in Surrey, British Columbia, with Centum Mortgage Associates Ltd., a national franchise with branches across Canada. Prior to becoming a broker, Mr. Sahaydak spent 22 years in sales and management--from 1998 to 2005 he held a variety of management positions within the golf industry, and from 1983 to 1998 he served in management positions with a national real estate company. Mr. Sahaydak has a degree in urban land and economics from the University of British Columbia, a diploma in sales and marketing from the British Columbia Institute of Technology and a diploma in business from Selkirk College.

Brian Tuson. Brian Tuson has served on our board of directors since July 1, 2007. Mr. Tuson currently serves as the managing director of Three Twenty-Seven Marketing Inc., a marketing and sales firm based in Edmonton, Alberta that deals primarily with the automotive and industrial markets in the province of Alberta. Mr. Tuson formed Three Twenty-Seven Marketing in 2005 after retiring from Energizer Canada after 30 years. Prior to joining Energizer, Mr. Tuson held positions with General Motors of Canada and with the Steel Company of Canada. Mr. Tuson has a business degree from the Northern Alberta Institute of Technology.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are 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.

Family Relationships

There are no family relationships among our directors or officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

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 competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity 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 concerning the number of shares of our common stock owned beneficially as of the date of this prospectus by: (i) each person (including any group) known to us to own more than 5% of any class of our voting securities, (ii) each of our directors, (iii) each of our officers and (iv) our officers and directors as a group. Each stockholder listed possesses sole voting and investment power with respect to the shares shown.

17

Title of class _____________	Name and address of beneficial owner(1) ___________________________	Amount and nature of beneficial owner(2) _____________________	Percentage of class(5) __________________
Officers and Directors:
Common Stock	Robert Skelly	3,700,001(3)	47.7%
Common Stock	Paul Anaka	700,000(4)	9.0%
Common Stock	Grant Sahaydak	700,000(4)	9.0%
Common Stock	Brian Tuson	700,000(4)	9.0%
Common Stock	All executive officers and directors as a group (four persons)	5,800,000	65.9%
Other 5% Stockholders:
Common Stock	-	-	-

(1)   The address of our officers and directors is our company's address, which is 3675 East First Avenue, Suite 201, Burnaby, British Columbia, Canada, V5C 3V8.

(2)   Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(3)   Includes 3,350,001 shares and share purchase warrants exercisable for an additional 350,000 shares.

(4)   Includes 350,000 shares and share purchase warrants exercisable for an additional 350,000 shares.

(5)   Based on 7,406,001 shares of our common stock issued and outstanding as of the date of this prospectus.

Changes in Control

We are unaware of any contract, or other arrangement or provision of our articles or incorporation or bylaws, the operation of which may at a subsequent date result in a change of control of our company.

DESCRIPTION OF SECURITIES

General

Our authorized capital stock consists an aggregate of 500,000,000 shares of common stock, with a par value of $0.001 per share. As of the date of this prospectus, there were 7,406,001 shares of our common stock issued and outstanding held by 45 stockholders of record.

Common Stock

Registered holders of our common stock are entitled to exercise one vote per share on all matters submitted to a vote of the stockholders, except as described below. Except as otherwise required by law, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. Except where otherwise provided by applicable law or by our articles of incorporation, holders of a majority of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. At all elections of directors, each stockholder is entitled to as many votes as is equal to the number of such stockholder's shares multiplied by the number of directors to be elected, and such stockholder may caste all of such votes for a single director or may cast such votes among several directors.

18

The holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Upon liquidation, dissolution or winding up of our company, the holders of shares of our common stock will be entitled to receive pro rata all of our assets available for distribution to such holders.

In the event of any merger or consolidation of our company with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash).

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

Warrants

As of the date of this prospectus, there are 4,400,000 non-transferable common stock purchase warrants outstanding with an exercise price of $0.05 if exercised on or before June 8, 2008 and $0.10 if exercised thereafter until June 8, 2009.

Options

As of the date of this prospectus, there are no options to purchase our securities outstanding. We may, however, in the future grant such options and/or establish an incentive stock option plan for our directors, employees and consultants.

Convertible Securities

As of the date of this prospectus, 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, except for the non-transferable common stock purchase warrants described herein. We may issue additional convertible or exchangeable securities in the future.

Nevada Anti-Takeover Laws

The Nevada Revised Statutes Sections 78.378 through 78.3793, under certain circumstances, place restrictions upon the acquisition of a controlling interest in a Nevada corporation, including the potential requirements of stockholder approval and the granting of dissenters' rights in connection with such an acquisition. As set forth in our articles of incorporation, we have elected not to be governed by these provisions.

INTEREST 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.

19

Lang Michener LLP, our independent legal counsel, has provided an opinion on the validity of the shares of our common stock that are the subject of this prospectus.

The annual financial statements, but not the interim financial statements, included in this prospectus have been audited by Dale, Matheson, Carr-Hilton, LaBonte LLP, Chartered Accountants, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing in such annual financial statements. These annual financial statements are included in reliance upon the authority of said firm as experts in auditing and accounting.

The geological report for the property underlying our mineral claims was prepared by Larry W. Carlyle, P. Geol. F.G.A.C., and is included in reliance upon such report given upon the authority of Mr. Carlyle as a professional geologist.

DISCLOSURE OF commission POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Nevada Revised Statutes, our articles of incorporation and our bylaws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the act and is, therefore, unenforceable.

ORGANIZATION WITHIN LAST FIVE YEARS

We were incorporated on May 16, 2006 under the laws of the State of Nevada. On the date of our incorporation we appointed Robert Skelly as our President, Secretary, Treasurer and a director. We were extra-provincially registered under the laws of the Province of British Columbia, Canada, on August 9, 2006. On July 1, 2007, each of Paul Anaka, Grant Sahaydak and Brian Tuson were appointed as directors.

DESCRIPTION OF BUSINESS

Overview

We are an exploration stage company engaged in the acquisition and exploration of mineral properties. In May 2006, we acquired a 100% undivided interest in four quartz claims located in the Whitehorse Mining District of the Yukon Territory.

The property underlying the quartz claims does not contain any known mineral deposits or reserves of minerals. Accordingly, exploration of the property is required before we can determine whether any commercially viable mineral deposit may exist. Our plan of operations is to carry out preliminary exploration work on the property in order to ascertain whether advanced exploration is warranted to determine whether the property possesses commercially exploitable mineral deposits. We will not be able to determine whether or not the property contains a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

We have obtained a geological report on the property underlying our mineral claims. The geological report has recommended an exploration program consisting of two phases: phase one of our planned exploration program is estimated to cost CDN$13,750 and phase two of your planned exploration program is estimated to cost CDN$8,470 (approximately $13,804 and $8,503, respectively, based on the noon buying rate as certified by the New York Federal Reserve Bank on October 3, 2007 of $1.00:CDN$0.9961). We have determined to proceed with the recommended exploration program and, if warranted, complete full exploration of the property underlying our mineral claims. At June 30, 2007, we had cash of $53,117 and working capital of $40,858. Given the other expenditures that we expect to incur within the next twelve months, we believe that we have sufficient funds to enable us to complete phase one of the exploration program recommended in our report. We will, however, require additional financing in order to complete phase two of the recommended exploration program and to complete full exploration of the property to determine whether sufficient mineralized material, if any, exists to justify eventual mining and production. Even if we determine that a mineral deposit exists on the property, an economic evaluation must be completed before the economic viability of commercial exploitation of the property could be completed. Both advanced exploration and an economic determination will be contingent upon the results of our preliminary exploration programs and our ability to raise additional financing in order to proceed with advanced exploration and an economic evaluation. There is no assurance that we will be able to obtain any additional financing to fund our exploration activities.

20

Exploration Stage Company

We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain valuable minerals, for the purpose of discovering the presence of ore, if any, and its extent. Because we are an exploration stage company, there is no assurance that a commercially viable mineral deposit exists on the property underlying our mineral claims, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. We have no known reserves of any type of mineral. To date, we have not discovered an economically viable mineral deposit on the property, and there is no assurance that we will discover one.

Our Acquisition of the Claims

We entered into a Quartz Claims Acquisition Agreement with Oro Quest Ltd. effective as of May 25, 2006, whereby we obtained a 100% interest in four quartz claims located in the Whitehorse Mining District of the Yukon Territory, Canada, in consideration of: (i) the repayment by us to Oro Quest of all staking and quartz claims application costs to the Whitehorse Mining District of the Yukon Territory which were incurred by Oro Quest in acquiring the claims and (ii) the issuance by us to Oro Quest of an aggregate of 6,000 common shares of our common stock at a deemed issuance price of $0.05 per share.

Property Underlying Our Claims

We obtained a geological report on the property underlying our mineral claims, which report was prepared by Larry W. Carlyle, P. Geol., F.G.A.C., in December, 2006. The following description of the property, its history and geology is taken from the contents of such report. This report makes reference to a previous report written by Mr. Carlyle and others relating to the property underlying our mineral claims.

Property Description, Location and Access

The quartz claims that are the subject of our mineral property interests are known as the "DIO Claims" and are located in the Whitehorse Mining District in the Yukon Territory, Canada. The claims are accessed from the Pilot Mountain Subdivision Road, a subdivision along the north side of the Takhini Hot Springs Road approximately 5 kilometres from its junction with the North Klondike Highway, known locally as the Mayo Road. A power line crosses the Pilot Mountain Subdivision Road approximately 400 metres from its junction with the Takhini Hot Springs Road. About 200 metres east off the Pilot Mountain Road along the power line, the baseline of the DIO Claims is intersected.

The Claim information is as follows:

Claim Name	Grant Numbers	Expiry Date
DIO 1	YC 54160	October 18, 2008
DIO 2	YC 54161	October 18, 2008
DIO 3	YC 54162	October 18, 2008
DIO 4	YC 54163	October 18, 2008

21

The following figure shows the location of the DIO Claims:

Regional Geology

From the early 1990s to the present, the Yukon Geological Survey has done significant work to extend geological units from British Columbia, through the Yukon Territory, and into Alaska. Prior mapping of the area in the 1960s had the bedrock geology in the area of the DIO Claims broken into two sedimentary units: Upper Triassic Lewes River Group and Lower Jurassic Laberge Group. Geological reinterpretation has these rocks overlying the Devonian to Permian Stikine Terrane. The northwest striking syncline mapped in the 1960s approximately 6 kilometres north of the property is probably expressed by the U-shaped exposure of mid-Cretaceous pluton.

Property Geology and Property Work

The chief country rock on the DIO Claims is a blocky fine-grained grey limestone having a west strike and a slight southwest dip. The copper, silver, gold, lead and minor molybdenum mineralization is within vuggy quartz-calcite stringers thought to have a hydrothermal origin. The mineralization is contained in the minerals: galena, chalcopyrite, tetrahedrite, arsenopyrite, and molybdenite.

The mineralized stringers are believed to be filling shears created in the competent limestone by the intrusion of dark grey to green andesite dykes containing up to 1% pyrite. The dykes have strikes of Azimuth 315 degrees to 325 degrees and dips of 82 degrees to 87 degrees to the northeast. Strong bleaching, argillic and limonitic alteration was observed in the mineralized shears.

The claims are north along strike from the Whitehorse Copper Belt, situated west of the Yukon Territory capital, Whitehorse, and parallel the Yukon River valley. The Copper Belt has seen extensive development since the staking of the Copper King Claim in 1898. The belt is known to extend for at least 30 kilometres (18.6 miles); from just south of the junction of the South Klondike Highway (Carcross Road) with the Alaska Highway to west of the Whitehorse subdivision of Porter Creek. As stated in his report, Mr. Carlyle does not believe that this is the full extent of the belt because he has visited a similar copper showing just southeast of Aishihik Lake while he worked as a geologist for Whitehorse Copper Mines from 1972 to 1974.

22

The Little Chief and Middle Chief deposits, which were being mined during Mr. Carlyle's employment with Whitehorse Copper Mines, were considered to be roof-pendants of skarn altered meta-sediments within Cretaceous granite and granodiorite. Magnetite and chlorite were the most common skarn minerals but there were also lesser amounts of garnet, diopside and other skarn minerals.

Although no skarn mineralization was recognized by Mr. Carlyle and others who visited the DIO Claims during 1987 and 1988, there may be skarn mineralization present that went unobserved at that time.

The presence of the best mineralization at the Little Chief and Middle Chief Mines being within roof pendants is significant in exploring the DIO Claims. The syncline about six kilometres north of the property (See "Regional Geology") could indicate the existence of roof pendants on the claims. The mineralized fractures located on the claims having a similar strike to that for the syncline increases this probability.

To Mr. Carlyle's and Harborside's knowledge, little or no further work has been done on this property since the work done during the 1987 - 1988 seasons.

Our Planned Exploration Program

The author of the geological report, Mr. Carlyle, recommends a results-based two phase exploration program, as described below.

Phase One

Phase one of the proposed exploration program consists of prospecting, geological mapping, geophysical and geochemical surveys. The budget for this is broken down as follows:

Proposed Budget: Phase One
Prospecting and geological mapping (7 days @ $500/day)	CDN$ 3,500
Follow-up geophysical and VLF-EM (very low frequency electromagnetic) surveys (5 days @ $700/day)	3,500
Soil and rock sampling (100 samples @ $20/sample)	2,000
Room and board, transportation and shipping	1,500
Report writing and supervision (4 days @ $500/day)	2,000
Contingency (10%)	1,250
Total:	CDN$13,750

Phase Two

The geologist report recommends that phase two of the exploration program consist of back hoe, blast or hand trenching and sampling of mineralized showings located in phase one.

23

Proposed Budget: Phase Two
Small back hoe rental ($70/hr (wet) @ 2 days @ 10 hrs/day)	CDN$ 1,400
Mobilization and demobilization costs	500
Explosives	600
Geologist and labourer/blaster (4 days @ $700/day)	2,700
Rock samples (50 samples @ $20/sample)	1,000
Room and board, transportation and shipping	500
Report writing and supervision (2 days @ $500/day)	1,000
Contingency (10%)	770
Total:	CDN$8,470

The total estimated costs of phase one of CDN$13,750 and phase two of CDN$8,470 equal approximately $13,804 and $8,503, respectively, based on the noon buying rate as certified by the New York Federal Reserve Bank on October 3, 2007 of $1.00:CDN$0.9961.

Plans Regarding Exploration Program

We expect to commence phase one of the exploration program in the summer of 2008, depending on weather conditions and the availability of personnel and equipment. Upon completion of phase one, and subject to the results of phase one, we intend to undertake phase two in the summer of 2009.

We will determine whether to proceed with further exploration work upon completion of phase two. In completing this determination we will assess whether the results of the entire exploration up to that time are sufficiently positive to enable us to obtain any additional financing that we will then require. This analysis will include an assessment of the market for financing of junior mineral exploration projects at the time of our assessment.

To date, we have spent no exploration expenditures on the property underlying our mineral claims, other than amounts spent in completing the geological report on the property. We have not chosen anyone specific to conduct exploration work on the property. We intend to choose a geologist recognized in the Yukon Territory who has had experience working in the regional area of the property.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the Yukon Territory. Work permits, if needed, will be subject to review by the proper authorities. At this time the proposed phase one of our planned exploration would not need permits to proceed.

Pursuant to the Quartz Mining Act (Yukon Territory, Canada), to keep quartz claim in good standing in the Yukon Territory there must be CDN$100 (approximately $100 based on the noon buying rate as certified by the New York Federal Reserve Bank on October 3, 2007 of $1.00:CDN$0.9961) of exploration expenditures performed per claim each year. In event that work is not performed on a quartz claim, the CDN$100 per claim can be paid in lieu of performing such work. In the case of our claims, CDN$400 of exploration expenditures must be spent before October 18, 2008 in order to maintain our claims in good standing for an additional year. In the event that more than CDN$100 per claim is spent, this can be pooled to keep the claim in good standing for more than one year.

24

Any testing work undertaken on the property underlying our mineral claims must be conducted in a manner that minimizes disruption to the environment and must comply with applicable legislation including the Waters Act (Yukon Territory).

Additional approvals and authorizations may be required from other government agencies, depending upon the nature and scope of the proposed exploration program. The amount of these costs is not known at this time, and because we do not know the size 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.

Competition

We are a junior mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

We will also be competing with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

We will also be competing with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

Employees

As of the date of this prospectus we have no significant employees other than the officers and directors described above under "Directors, Executive Officers, Promoters and Control Persons". We intend to retain independent geologists and consultants on a contract basis to conduct the work programs on the property underlying our mineral claims in order to carry out our plan of operations.

Research and Development Expenditures

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

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Reports to Security holders

At this time we are not required to provide annual or quarterly reports to security holders. We plan to register our common stock under the Exchange Act concurrent with the effectiveness of the registration statement of which this prospectus forms a part. Thereafter, annual reports will be delivered to security holders as required or they will be available online. In addition, our stockholders and the general public will be able to view and download copies of all of our filings with the SEC, including annual reports, quarterly reports and all other reports required under the Exchange Act, by visiting the SEC site (http://www.sec.gov) and performing a search of our electronic filings.

25

DESCRIPTION OF PROPERTIES

Our executive offices are located at 3675 East First Avenue, Suite 201, Burnaby, British Columbia, Canada, V5C 3V8. We also have four quartz claims in a property in Whitehorse, Yukon Territory, Canada, as described herein under "Description of Business".

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Plan of Operations

Our plan of operations for the next twelve months is to complete the following objectives within the time periods specified:

1. We intend to register our shares for resale by our selling stockholders and then obtain a trading symbol to trade our shares over the OTC Bulletin Board. Our first milestone is to complete the registration of our shares for resale by the selling stockholders named in this prospectus, effect registration of our common stock as a class under the Exchange Act concurrently with the effectiveness of the registration statement of which this prospectus forms a part, and then obtain a trading symbol to facilitate quotation of our shares on the OTC Bulletin Board. We plan to apply to the NASD for a trading symbol to begin trading our shares on the OTC Bulletin Board once our common stock has been registered as a class under the Exchange Act. The remaining costs are expected to be approximately $34,500 to complete this milestone. The nature of these costs are audit, legal, transfer agent fees and SEC registration costs.
2. We intend to conduct phase one of our recommended exploration program on the property underlying our mineral claims. Phase one will consist of prospecting, geological mapping, geophysical and geochemical surveys, and is estimated to cost approximately CDN$13,750 (approximately $13,804 based on the noon buying rate as certified by the New York Federal Reserve Bank on October 3, 2007 of $1.00:CDN$0.9961). We expect to commence phase one of our exploration program in the summer of 2008, depending on weather conditions and the availability of personnel and equipment.
3. We anticipate spending approximately $750 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $9,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses.

Thus, we estimate that our expenditures over the next twelve months will be approximately $57,304 ($34,500 to complete the registration of our shares and begin trading on the OTC Bulletin Board, $13,804 to complete phase one of our recommended exploration program, and $9,000 to cover ongoing general and administrative expenses). As at June 30, 2007, we had cash reserves of $53,117 and working capital of $40,858. We anticipate that our cash and working capital will be sufficient to enable us to complete phase one of our exploration program and to pay for the costs of this offering and our general and administrative expenses for the approximately next 12 months. However, our ability to continue with phase two of our recommended work program and full exploration of the property underlying our mineral claims will be subject to us obtaining additional financing as these expenditures will exceed our cash reserves.

During the 12 month period following the date of this prospectus, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to continue our plan of operations beyond the next twelve months. We believe that debt financing will not be an alternative for funding additional phases of exploration as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our complete exploration program. In the absence of such financing, we will not be able to pursue phase two of our recommended exploration program any advanced exploration of the property underlying our mineral claims and our business plan will fail. If we do not continu e to obtain additional financing, we will be forced to abandon our mineral claims and our plan of operations will fail.

26

We may consider entering into a joint venture arrangement to provide the required funding to develop the property underlying our mineral claims. We have not undertaken any efforts to locate a joint venture participant. Even if we determined to pursue a joint venture participant, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of the property underlying our mineral claims. If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in our mineral claims to the joint venture participant.

Results of Operations

Revenues

We have had no operating revenues since inception. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

Expenses

Our expenses for the following periods are set forth below:

	Three months ended June 30, 2007 (unaudited)	Six months ended June 30, 2007 (unaudited)	May 16, 2006 (Inception) to December 31, 2006 (audited)	May 16, 2006 (Inception) to June 30, 2007 (unaudited)
Expenses
Accounting and audit fees	$ 2,300	$ 4,600	$ 6,000	$ 10,600
Legal	2,037	2,774	4,600	7,374
Mineral property costs	-	-	6,586	6,586
Office and administration expenses	3,620	5,407	5,001	10,408
Travel	9,653	15,474	-	15,474
Total:	$ (17,610)	$ (28,255)	$ (22,187)	$ (50,442)

As such, we have experienced a net loss of $22,187 for our fiscal year ended December 31, 2006 (that is, from our inception on May 16, 2006 to December 31, 2006), $28,255 for the six months ended June 30, 2007, and $50,442 from inception to June 30, 2007.

Liquidity and Capital Resources

We had cash of $53,117 and working capital of $40,858 at June 30, 2007.

Plan of Operations

We estimate that our total expenditures over the next twelve months will be approximately $57,304, as outlined above under the heading "Plan of Operations". Thus, we anticipate that our cash and working capital will be sufficient to enable us to complete phase one of our exploration program and to pay for the costs of this offering and our general and administrative expenses for approximately the next 12 months. However, our ability to complete phase two of our exploration program and to continue advanced exploration, if warranted, will be subject to us obtaining adequate financing as these expenditures will exceed our cash reserves. We anticipate that our cash and working capital will be sufficient to enable us to sustain our operations for approximately the next twelve months, provided that we do not engage in exploration activities beyond phase one of our planned program during this period. If we determine to engage in exploration activities beyond phase one of our planned program during the next twelve months, then we will require additional financing.

27

Cash Used in Operating Activities

Net cash used in operation activities was $9,279 for our fiscal year ended December 31, 2006 (that is, from our inception on May 16, 2006 until December 31, 2006). Net cash used in operating activities during the six months ended June 30, 2007 was $28,604. As such, net cash used in operating activities was $37,883 for the period from inception to June 30, 2007. We anticipate that cash used in operating activities will increase in 2007 as discussed under "Plan of Operations".

Cash from Financing Activities

We have funded our business to date primarily from sales of our common stock. From inception on May 16, 2006, to June 30, 2007, we have raised a total of $91,000 from private offerings of our securities.

There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of the property underlying our mineral claims and our venture will fail.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities. For these reasons our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of shares of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned exploration activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as described below, 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; or
4. any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the above persons.

Purchase of Securities by Robert Skelly

Robert Skelly, our President, Secretary, Treasurer and a director, acquired one share of our common stock at a price of $0.01 upon our incorporation on May 16, 2006. Mr. Skelly acquired 3,000,000 shares of our common stock at a price of $0.001 per share effective June 7, 2007. Mr. Skelly paid a total purchase price of $3,000 for these shares. Mr. Skelly also acquired 350,000 units (each unit representing one share of common stock and one share purchase warrant) effective June 8, 2007 at a price of $0.02 per unit, for a total purchase price of $7,000.

28

Purchase of Securities by Paul Anaka

Paul Anaka, who become one of our directors on July 1, 2007, acquired 350,000 units (each unit representing one share of common stock and one share purchase warrant) effective June 8, 2007 at a price of $0.02 per unit, for a total purchase price of $7,000.

Purchase of Securities by Grant Sahaydak

Grant Sahaydak, who became one of our directors on July 1, 2007, acquired 350,000 units (each unit representing one share of common stock and one share purchase warrant) effective June 8, 2007 at a price of $0.02 per unit, for a total purchase price of $7,000.

Purchase of Securities by Brian Tuson

Grant Sahaydak, who became one of our directors on July 1, 2007, acquired 350,000 units (each unit representing one share of common stock and one share purchase warrant) effective June 8, 2007 at a price of $0.02 per unit, for a total purchase price of $7,000.

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 seeking sponsorship for the trading of our common stock on the OTC Bulletin Board upon the effectiveness of the registration of our common stock as a class under the Exchange Act, which we anticipate will occur concurrently with the effectiveness the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize.

The SEC has 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 quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) 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 or other requirements of securities laws; (c) contains a brief, clear, narra tive 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; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation. The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) 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 (d) a monthly account statement showing the market value of each penny stock held in the customer's account. In addition, t he 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 acknowledgement 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.

29

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, if our common stock becomes subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

As of the date of this prospectus we had 45 registered stockholders.

Rule 144 Shares

None of our issued and outstanding shares of common stock are presently available for resale to the public in accordance with the requirements of Rule 144 of the Securities 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 approximately 74,060 shares as of the date of this prospectus; or
2. the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

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

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

As of the date of this prospectus, none of Robert Skelly (our President, Secretary, Treasurer and a director), Paul Anaka, Grant Sahaydak or Brian Tuson (each of whom serves as one of our directors) own any shares that will be eligible for Rule 144 sales. As affiliates, each of Mr. Skelly, Mr. Anaka, Mr. Sahaydak and Mr. Tuson will be subject to the volume limitations discussed above and must complete any sales pursuant to Rule 144 in accordance with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

As of the date of this prospectus none of the present stockholders of our common stock may sell their shares to the public in accordance with Rule 144(k) without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Registration Rights

We have not granted registration rights to the selling stockholders or to any other person.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes at Section 78.288(2), 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 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.

30

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 from the date of our incorporation on May 16, 2006, until December 31, 2006.

Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)	Nonqualified Deferred Compen-sation Earnings ($)	All Other Compen-sation ($)	Total ($)
Robert Skelly President, Secretary and Treasurer	May 16, 2006 (incorporation) to December 31, 2006	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Outstanding Equity Awards

As at December 31, 2007, there were no unexercised options, stock that had not vested or outstanding equity incentive plan awards with respect to either of our sole executive officer.

Employment Agreements

Currently, the Company does not have any employment or consultant agreements.

Compensation of Directors

We do not pay our directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation to any of our directors for acting as directors to date.

31

FINANCIAL STATEMENTS

The financial statements of Harborside Ventures, Inc. listed below are included with this prospectus. These financial statements have been prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars.

Harborside Ventures, Inc. (Interim Financial Statements - Unaudited)

• Balance Sheets as of June 30, 2007 and December 31, 2006
• Statements of Operations for the three months ended June 30, 2007, the six months ended June 30, 2007, May 16, 2006 (inception) to June 30, 2006, and May 16, 2006 (inception) to June 30, 2007
• Statements of Cash Flows for the six months ended June 30, 2007, May 16, 2006 (inception ) to June 30, 2006, and May 16, 2006 (inception) to June 30, 2007
• Notes to the Interim Financial Statements

Harborside Ventures, Inc. (Financial Statements - Audited)

• Report of Independent Registered Public Accounting Firm
• Balance Sheet as of December 31, 2006
• Statement of Operations for the period from May 16, 2006 (inception) to December 31, 2006
• Statement of Cash Flows for the period from May 16, 2006 (inception) to December 31, 2006
• Statement of Stockholders' Equity for the period from May 16, 2006 (inception) to December 31, 2006
• Notes to the Financial Statements

32

HARBORSIDE VENTURES, INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

JUNE 30, 2007

(unaudited)

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

NOTES TO THE FINANCIAL STATEMENTS

33

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEETS

	June 30,	December 31,
	2007	2006
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$53,117	$79,221
	$53,117	$79,221
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$12,259	$12,608
NATURE AND CONTINUANCE OF OPERATIONS (Note 1)
STOCKHOLDERS' EQUITY
Capital stock (Note 4)
Authorized:
500,000,000 common shares, $0.001 par value,
Issued and outstanding:
7,406,001 common shares (December 31, 2006: 1)	7,406	-
Additional paid in capital	83,894	-
Private placement subscription	-	88,800
Deficit accumulated during the exploration stage	( 50,442)	( 22,187)
	40,858	66,613
	$53,117	$79,221

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

34

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(unaudited)

	Three months Ended June 30,	Six months Ended June 30,	May 16, 2006 (Inception) to June 30,	May 16, 2006 (Inception) to June 30,
	2007	2007	2006	2007
Expenses
Accounting and audit fees	$2,300	$4,600	$         -	$10,600
Legal	2,037	2,774	-	7,374
Mineral property costs (Note 3)	-	-	5,592	6,586
Office and administration expenses	3,620	5,407	-	10,408
Travel	9,653	15,474	-	15,474
Net loss	$(17,610)	$(28,255)	$ (5,592)	$50,442
Loss per share - basic and diluted	$(0.00)	$(0.03)	$(0.00)
Weighted average number of shares outstanding - basic and diluted	6,787,892	916,752

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

35

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(unaudited)

	Six months Ended June 30,	May 16, 2006 (Inception) to June 30,	May 16, 2006 (Inception) to June 30,
	2007	2006	2007
Operating Activities
Net loss	$(28,255)	$(5,592)	$(50,442)
Item not requiring use of cash
Mineral property costs	-	-	300
Change in non-cash working capital balance related to    operations
Accounts payable and accrued liabilities	(349)	5,592	12,259
Net Cash used in operating activities	(28,604)	-	(37,883)
Financing Activities
Proceeds on sale of common stock	2,500	-	91,000
Net Cash from financing activities	2,500	-	91,000
Increase (Decrease) in cash	(26,104)	-	53,117
Cash, beginning	79,221	-	-
Cash, end	$53,117	$         -	$53,117
Supplemental cash flow information and non-cash    Investing and financing activities:
Interest paid	$         -	$         -	$         -
Income taxes paid	$          -	$         -	$         -
Shares issued for acquisition of mineral property	$         -	$         -	$300

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

36

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2007
(unaudited)

Note 1   Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on May 16, 2006, and is in the exploration stage. The Company has acquired a mineral property located in the Yukon Territory, Canada and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of costs incurred for acquisition and exploration of the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.

These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $50,442 as at June 30, 2007 and further losses are anticipated in the development of its business raising doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating 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 intends to finance operating costs over the next twelve months with existing cash on hand and loans form directors and or private placement of common stock.

Unaudited Interim Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB of Regulation S-B. They may not include all information and footnotes required by generally accepted accounting principles for complete financial statements.

However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the period ended December 31, 2006 included in the Company's SB-2 filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with those financial statements included in the Form SB-2. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

Note 2   Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

37

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2007
(unaudited)

Note 2   Summary of Significant Accounting Policies - (continued)

Exploration Stage Company

The Company complies with Financial Accounting Standards Board Statement No. 7 its characterization of the Company as a development stage enterprise.

Mineral Property

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with EITF 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows, have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization is not met. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. As of the date of these financial statements, the Company has incurred only acquisition and exploration costs which have bee n expensed. To date the Company has not established any proven or probable reserves on its mineral properties.

Use of Estimates and Assumptions

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. Significant areas requiring management's estimates and assumptions are determining the fair value of shares of common stock. Other areas requiring estimates include deferred tax balances, valuation allowances, allocations of expenditures to resource property interests and asset impairment tests.

Foreign Currency Translation

The financial statements are presented in United States dollars unless otherwise noted. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

38

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2007
(unaudited)

Note 2   Summary of Significant Accounting Policies - (continued)

Fair Value of Financial Instruments

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

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At June 30, 2007 a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.

Basic and Diluted Loss Per Share

Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflect 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.

39

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2007
(unaudited)

Note 2   Summary of Significant Accounting Policies - (continued)

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, "Share-Based Payment." SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS No. 123R in the first interim or a nnual reporting period that begins after December 15, 2005. Management has adopted this standard since inception.

In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment," to give guidance on the implementation of SFAS No. 123R. Management will consider SAB No. 107 during the implementation of SFAS No. 123R.

The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date.

Recent Accounting Pronouncement

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations.

Note 3   Mineral Property

Quartz Claims

By "Quartz Claims Acquisition Agreement" dated May 25, 2006, the Company acquired a 100% undivided right, title and interest in and to the mineral property, known as "Quartz Claims", located in the Whitehorse Mining District of the Yukon Territory, Canada by the issuance of 6,000 common shares of the company's capital stock at an issuance price of $0.05 per share for a total of $300 and repayment of staking and application costs of $5,592 (CAD$6,000) from an unrelated party (Note 4).

40

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
June 30, 2007
(unaudited)

Note 4   Capital Stock

The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.

During the period ended December 31, 2006, the Company issued the following:

(a)   one share of its common stock effective upon incorporation;

During the period ended June 30, 2007, the Company issued the following:

(a)   3,000,000 shares of common stock for total cash proceeds of $3,000. $2,000 out of the total proceeds were received in the period ended December 31, 2006 and the balance of $1,000 was received in the current period;

(b)   4,400,000 units at a price of $0.02 per unit for total proceeds of $88,000. $86,500 out of the total proceeds were received in the period ended December 31, 2006 and the balance of $1,500 was received in the current period. Each unit consisted of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one share of common stock for a two year period commencing June 8, 2007, at an exercise price of $0.05 per share until June 8, 2008 and at an exercise price of $0.10 per share thereafter; and

(c)   6,000 shares of common stock at an issuance price of $0.05 per share for a total of $300 for a mineral property (Refer to note 3).

As at December 31, 2006 and June 30, 2007, there were no outstanding stock options.

At June 30, 2007, there were 4,400,000 share purchase warrants outstanding with an exercise price of $0.05 per share until June 8, 2008 and at an exercise price of $0.10 per share until June 8, 2009.

41

HARBORSIDE VENTURES, INC.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

BALANCE SHEETS

STATEMENTS OF OPERATIONS

STATEMENTS OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO THE FINANCIAL STATEMENTS

42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Harborside Ventures, Inc.

We have audited the accompanying balance sheet of Harborside Ventures, Inc. (an exploration stage company) as of December 31, 2006 and the statements of operations, cash flows and stockholders' equity for the period from May 16, 2006 (inception) through December 31, 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 financial statements present fairly, in all material respects, the financial position of Harborside Ventures, Inc. as of December 31, 2006 and the results of its operations and its cash flows for the period from May 16, 2006 (inception) through December 31, 2006 in accordance with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, to date the Company has reported losses since inception from operations and requires additional funds to meet its obligations and fund the costs of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

"DMCL"
DALE MATHESON CARR-HILTON LABONTE LLP
CHARTERED ACCOUNTANTS

Vancouver, Canada
September 11, 2007

43

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEET
December 31, 2006

		2006
ASSETS
CURRENT ASSETS
Cash	$79,221
	$79,221
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$12,608
NATURE AND CONTINUANCE OF OPERATIONS (Note 1)
STOCKHOLDERS' EQUITY
Capital stock (Note 4)
Authorized:
500,000,000 common shares, $0.001 par value
Issued and outstanding:
1 common share	-
Private placement subscription	88,800
Deficit accumulated during the exploration stage	(22,187)
	66,613
	$79,221

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

44

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS

	May 16, 2006 (Inception) to December 31,
	2006
Expenses
Accounting and audit fees	$6,000
Legal	4,600
Mineral property costs (Note 3)	6,586
Office and administration expenses	5,001
Net loss	$ (22,187)
Basic and diluted loss per share	$ (22,187)
Weighted average number of shares outstanding - basic and diluted	1

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

45

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS

	May 16, 2006 (Inception) to December 31,
	2006
Operating Activities
Net loss	$(22,187)
Item not requiring use of cash
Mineral property costs	300
Change in non-cash working capital balance related to    operations
Accounts payable and accrued liabilities	12,608
Net Cash used in operating activities	(9,279)
Financing Activities
Private placement subscription	88,500
Net Cash from financing activities	88,500
Increase in cash	79,221
Cash, beginning	-
Cash, end	$79,221
Supplemental cash flow information and non-cash investing and financing activities:
Interest paid	$         -
Income taxes paid	$         -
Shares issued for acquisition of mineral property	$300

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

46

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
for the period May 16, 2006 (Inception) to December 31, 2006

			Additional	Shares	Deficit Accumulated During the
	Common Shares		Paid-in	to be	Exploration
	Number	Par Value	Capital	Issued	Stage	Total
Balance, May 16, 2006,		$         -	$         -	$         -	$         -	$         -
Common shares issued for cash:
- May 31 2006 at $0.01 per share	1	-	-	-	-	-
Private placement subscription	-	-	-	88,500	-	88,500
Common shares to be issued for mineral property: - - May 25, 2006 at $0.05 per share (Note 3)	- -	- -	- -	300	- -	300
Net loss	-	-	-	-	(22,187)	(22,187)
Balance, December 31, 2006	1	$        -	$         -	$88,800	$(22,187)	$66,613

The accompanying notes are an integral part of these financial statements

47

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006

Note 1   Nature and Continuance of Operations

The Company was incorporated in the State of Nevada on May 16, 2006, and is in the exploration stage. The Company has acquired a mineral property located in the Yukon Territory, Canada and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of costs incurred for acquisition and exploration of the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and to complete the development of the property and upon future profitable production or proceeds for the sale thereof.

Going Concern

These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $22,187 as at December 31, 2006 and further losses are anticipated in the development of its business raising doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating 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 intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placement of common stock.

Note 2   Summary of Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Exploration Stage Company

The Company complies with Financial Accounting Standards Board Statement No. 7 its characterization of the Company as an exploration stage enterprise.

48

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006

Note 2   Summary of Significant Accounting Policies - (continued)

Mineral Property

The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with EITF 04-2 when management has determined that probable future benefits consisting of a contribution to future cash inflows, have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization is not met. Mineral property exploration costs are expensed as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. As of the date of these financial statements, the Company has incurred only acquisition and exploration costs which have been ex pensed. To date the Company has not established any proven or probable reserves on its mineral properties.

Use of Estimates and Assumptions

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. Significant areas requiring management's estimates and assumptions are determining the fair value of shares of common stock. Other areas requiring estimates include deferred tax balances, valuation allowances, allocations of expenditures to resource property interests and asset impairment tests.

Foreign Currency Translation

The financial statements are presented in United States dollars unless otherwise noted. In accordance with Statement of Financial Accounting Standards No. 52, "Foreign Currency Translation", foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Revenue and expenses are translated at average rates of exchange during the year. Gains or losses resulting from foreign currency transactions are included in results of operations.

Fair Value of Financial Instruments

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

49

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006

Note 2   Summary of Significant Accounting Policies - (continued)

Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

At December 31, 2006 a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.

Basic and Diluted Loss Per Share

Basic earnings per share includes no dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Dilutive earnings per share reflect 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.

Stock-based Compensation

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123R, "Share-Based Payment." SFAS No. 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity's equity instruments or that may be settled by the issuance of those equity instruments. SFAS No. 123R focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. SFAS No. 123R requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Public entities that file as small business issuers will be required to apply SFAS No. 123R in the first interim or a nnual reporting period that begins after December 15, 2005. Management has adopted this standard since inception.

50

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006

Note 2   Summary of Significant Accounting Policies - (continued)

Stock-based Compensation - (continued)

In March 2005, the SEC staff issued Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment," to give guidance on the implementation of SFAS No. 123R. Management will consider SAB No. 107 during the implementation of SFAS No. 123R.

The Company has not adopted a stock option plan and has not granted any stock options. Accordingly no stock-based compensation has been recorded to date.

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140". This Statement resolves issues addressed in Statement 133 Implementation Issue No. D1, "Application of Statement 133 to Beneficial Interest in Securitized Financial Assets." This pronouncement will be effective for the Company on January 1, 2007. Currently, the Company does not have any derivative instruments or participate in any hedging activities, and therefore the adoption of SFAS No. 155 is not expected to have a material impact on the Company's financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effecti ve for an entity's first fiscal year beginning January 1, 2007.  The Company is currently evaluating the impact of SFAS No. 156 but does not expect that it will have a material impact on its financial statements.

In June 2006, the FASB issued FASB Interpretation Number 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109."  This Interpretation clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with FASB Statement No. 109, "Accounting for Income Taxes."  This Interpretation is effective for the Company on January 1, 2007. The Company is currently evaluating the impact of FASB 48 but does not expect that it will have a material impact on its financial statements.

51

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006

Note 2   Summary of Significant Accounting Policies - (continued)

Recent Accounting Pronouncements - (continued)

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), expands disclosures about fair value measurements, and applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 does not require any new fair value measurements. However, the FASB anticipates that for some entities, the application of SFAS No. 157 will change current practice. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, which for the Company would be the fiscal year beginning February 1, 2008. The Company is currently evaluating the impact of SFAS No. 157 but does not expect that it will have a material impact on its financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." This Statement requires an employer to recognize the over funded or under funded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.  SFAS No. 158 is effective for fiscal years ending after December 15, 2006 which for the Company would be its fiscal year commencing January 1, 2007. The Company does not expect that the implementation of SFAS No. 158 will have any material impact on its financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities". This Statement permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of SFAS No. 159 on its financial position and results of operations.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements." SAB No. 108 addresses how the effects of prior year uncorrected misstatements should be considered when quantifying misstatements in current year financial statements. SAB No. 108 requires companies to quantify misstatements using a balance sheet and income statement approach and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors. SAB No. 108 is effective for periods ending after November 15, 2006. The adoption of SAB No. 108 has not had a material effect on the Company's financial statements.

52

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006

Note 3   Mineral Property

Quartz Claims

By "Quartz Claims Acquisition Agreement" dated May 25, 2006, the Company acquired a 100% undivided right, title and interest in and to the mineral property, known as "Quartz Claims", located in the Whitehorse Mining District of the Yukon Territory, Canada by the issuance of 6,000 common shares of the Company's common shares at an issuance price of $0.05 per share for a total of $300 and repayment of staking and application costs of $6,286 (CAD$6,000) to an unrelated party. The Company issued the 6,000 common shares subsequent to December 31, 2006.

Note 4   Capital Stock

The total number of common shares authorized that may be issued by the Company is 500,000,000 shares with a par value of one tenth of one cent ($0.001) per share and no other class of shares is authorized.

During the period ended December 31, 2006, the Company issued one share of its common stock effective upon incorporation.

During the period ended December 31, 2006, proceeds were received for the following stocks, which were issued subsequent to December 31, 2006:

(a)   $2,000 out of the total proceeds of $3,000 for 3,000,000 shares of common stock;

(b)   $86,500 out of the total proceeds of $88,000 for 4,400,000 units at a price of $0.02 per unit. Each unit consisted of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one share of common stock for a two year period commencing June 8, 2007, at an exercise price of $0.05 per share until June 8, 2008 and at an exercise price of $0.10 per share thereafter; and

As at December 31, 2006, there were no outstanding stock options.

Note 5   Income Taxes

The Company has adopted FASB No. 109 for reporting purposes. As of December 31, 2006, the Company had net operating loss carry forwards of approximately $22,000 that may be available to reduce future years' taxable income. These carry forwards will begin to expire, if not utilized, commencing in 2026. 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 deferred tax asset relating to these tax loss carry forwards.

The Company reviews its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change that causes a change in management's judgment about the recoverability of future tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

53

HARBORSIDE VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 2006

Note 5   Income Taxes (continued)

A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal and state income tax rates to income before income taxes is as follows:

	December 31,
	2006
Net loss before taxes	$ (22,187)
Federal and State Statutory rate	35%
Expected tax recovery	(7,765)
(Decrease) increase in taxes resulting from:
Increase in valuation allowance	7,765
Income tax expense(benefit)	$         -
Effective income tax rate	0%

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

	December 31, 2006
Deferred Tax Assets	$7,765
Non-capital loss carryforward	(7,765)
Less: valuation allowance for deferred tax asset
Net deferred tax asset	$         -

54

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS on ACCOUNTING and financial disclosure

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

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form SB-2 under the Securities Act with the SEC 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 our company. You may inspect the registration statement, exhibits and schedules filed with the SEC at the SEC'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 SEC, at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the SEC. Our registration statement and the referenced exhibits can also be found on this site.

We are not currently subject to the Exchange Act and currently are not required to, and do not, deliver annual, quarterly or special reports to stockholders. We will not deliver such reports to our stockholders until after, and if, this offering is declared effective by the SEC. Once such effectiveness is granted, if ever, we plan to file a registration statement pursuant to the Exchange Act in order to register our common stock under Section 12(g) of the Exchange Act. Upon our common stock becoming registered under the Exchange Act we will be required to file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings will be available to the public over the Internet at the SEC's website at http://www.sec.gov.

DEALER PROSPECTUS DELIVERY OBLIGATION

No dealer, salesman or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and, if given or made, such information or representations may not be relied on as having been authorized by us or any of the underwriters. Neither the delivery of this prospectus nor any sale made hereunder shall under any circumstances create an implication that there has been no change in our affairs since the date of this prospectus. This prospectus does not constitute any offer to sell, or solicitation of any offer to buy, by any person in any jurisdiction in which it is unlawful for any such person to make such an offer or solicitation. Neither the delivery of this prospectus nor any offer, solicitation or sale made hereunder, shall under any circumstances create any implication that the information herein is correct as of any time subsequent to the date of the prospectus.

Until 180 days from the effective date of this prospectus 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 dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

55

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 24.          INDEMNIFICATION OF OFFICERS AND DIRECTORS

Our officers and directors are indemnified as provided by the Nevada Revised Statutes (the "NRS"), our articles of incorporation and our bylaws.

Nevada Revised Statutes

Section 78.138 of the NRS provides for immunity of directors from monetary liability, except in certain enumerated circumstances, as follows:

Except as otherwise provided in NRS 35.230, 90.660, 91.250, 452.200, 452.270, 668.045 and 694A.030, or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer unless it is proven that:

1.     his act or failure to act constituted a breach of his fiduciary duties as a director or officer; and

2.     his breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

Section 78.5702 of the NRS provides as follows:

1.     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 to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

2.     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.

3.     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 in subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.

56

Our Articles of Incorporation

Our articles of incorporation do not limit the automatic director immunity from liability under the NRS.

Our articles of incorporation further provide that a director or officer of the Corporation will not be liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, excepting only:

1.   acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or

2.   the payment of dividends in violation of NRS 78.300.

Our articles of incorporation further provide that the board of directors is expressly authorized to provide indemnification of directors, officers, employees, agents and other persons to the fullest extent permitted by law through bylaw provisions, agreements with the indemnities, vote of stockholders or disinterested directors or otherwise.

Our Bylaws

Article VII of our bylaws provide the following indemnification provisions:

Section 1. Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the laws of Nevada as the same exist or may hereafter be amended (but in the case of such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said laws permitted the corporation to provide prior to such amendment) against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this bylaw or any agreement with the corporation) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceedin g (or part thereof) was initiated or authorized by one or more members of the Board of Directors of the corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Nevada Revised Statutes, Chapter 78, so requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indem nified under this Section or otherwise. In no event shall anything herein contained be so construed as to permit the Board to authorize payment of, or the corporation to pay, any amounts for any purpose where the director or officer was engaged in any action or activity known to him or her while so engaged to be unlawful, nor any action or activity constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties and obligations to the corporation and the stockholders. The rights set forth herein shall not be exclusive of other right to which any director or officer may be entitled as a matter of law. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

57

Section b. Right of Claimant to Bring Suit. If a claim under Section 2 of this Article is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defence to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Nevada law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or it s stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, 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 standard of conduct, shall be a defence to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Section 3. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation. partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under Nevada law.

Section 5. Expenses as a Witness. To the extent that any director, officer. employee or agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Section 6. Indemnity Agreements. The corporation may enter into indemnity agreements with the persons who are members of its Board of Directors from time to time, and with such officers. employees and agents as the Board may designate, such indemnity agreements to provide in substance that the corporation will indemnify such persons to the full extent contemplated by this Article.

Section 7. Effect of Amendment. Any amendment, repeal or modification of any provision of this Article VII by the stockholders and the directors of the corporation shall not adversely affect any right or protection of a director or other of the corporation existing at the time of the amendment. repeal or modification.

58

ITEM 25.           OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is a list of the expenses to be incurred by us in connection with the preparation and filing of this registration statement. All amounts shown are estimates except for the SEC registration fee:

SEC registration fee	$11
Accounting fees and expenses	10,000
Legal fees and expenses	20,000
Transfer agent and registrar fees	2,000
Fees and expenses for qualification under state securities laws	1,500
Miscellaneous (including Edgar filing fees)	1,000
Total	$34,511

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 or underwriting discounts or commissions paid by the selling stockholders to broker-dealers in connection with the sale of their shares.

ITEM 26.           RECENT SALES OF UNREGISTERED SECURITIES

Effective as of June 8, 2007, we completed a private placement of 4,400,000 units at a price of $0.02 per unit to a total of 44 purchasers . The total proceeds from this offering were $88,000. Each unit consisted of one common share and one non-transferable warrant. Each warrant entitles the holder to purchase one share of common stock during the period commencing June 8, 2007 and ending at 5:00 p.m. (Vancouver time) on June 8, 2009, at an exercise price of $0.05 per share until June 8, 2008 and at an exercise price of $0.10 per share thereafter. We completed this offering pursuant to Rule 903 of Regulation S under the Securities Act. Each sale of shares was completed as an "offshore transaction", as defined in Rule 902(h) of Regulation S, on the basis that: (i) each investor was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the subscription agreement for the shares was executed, the investor was outside of the United Stat es or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. Each investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. Each investor represented their intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificate issued to each purchaser in accordance with Regulation S confirming that the shares cannot be resold or transferred other than pursuant to Regulation S, registration under the Securities Act or an exemption from the registration requirements of the Securities Act. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the investors.

Effective as of June 8, 2007, we issued 6,000 shares of our common stock to Oro Quest Ltd. pursuant to a Quartz Claims Acquisition Agreement at a deemed issuance price of $0.05 per share. This share issuance was exempt from registration under the Securities Act pursuant to Section 4(2) thereof.

Effective June 7, 2007, we completed an offering of 3,000,000 shares of our common stock at a price of $0.001 per share to Mr. Skelly for total proceeds of $3,000. We completed this offering pursuant to Rule 903 of Regulation S under the Securities Act. This sale of shares was completed as an "offshore transaction", as defined in Rule 902(h) of Regulation S, on the basis that: (i) the investor was outside of the United States at the time the offer to purchase the shares was made; and (ii) at the time the subscription agreement for the shares was executed, the investor was outside of the United States or we had a reasonable belief that the investor was outside of the United States. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States. The investor represented to us that the investor was not a U.S. person, as defined in Regulation S, and was not acquiring the shares for the account or benefit of a U.S. Person. The investor represented his i ntention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends have been affixed to the stock certificate issued to the purchaser in accordance with Regulation S. The investor was in possession of 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. No registration rights were granted to the purchaser.

59

Upon our incorporation on May 16, 2006, we issued one share of our common stock for consideration of $0.01 to Mr. Skelly, our founding officer and director. This share issuance was exempt from registration under the Securities Act pursuant to Section 4(2) thereof.

ITEM 27.           EXHIBITS

Exhibit Number	Description of Exhibit
3.1	Our Articles of Incorporation
3.2	Our Bylaws
5.1	Opinion of Lang Michener LLP, with consent to use, regarding the legality of the securities being registered
10.1	Quartz Claims Acquisition Agreement between Harborside Ventures and Oro Quest Ltd., dated May 25, 2006
10.2	Form of Seed Capital Unit Private Placement Subscription Agreement
23.1	Consent of Independent Registered Public Accounting Firm
23.2	Consent of Geologist
23.3	Consent of Counsel (Included in Exhibit 5.1)
24.1	Power of Attorney (Included on the signature page of this registration statement)

ITEM 28.           UNDERTAKINGS

The undersigned registrant hereby undertakes that it will:

1.     File, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(a)   Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

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

60

(c)   Include any material information with respect to the plan of distribution.

2.     For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3.     File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the 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 of 1933, and is, therefore, unenforceable.

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 our 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 of 1933, and we will be governed by the final adjudication of such issue.

Each prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933 as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

61

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vancouver, Province of British Columbia, Canada, on October 4, 2007.

HARBORSIDE VENTURES, INC.

By: /s/ Robert Skelly
Robert Skelly
President, Secretary, Treasurer and a director

POWER OF ATTORNEY

Know all persons by these presents that that each individual whose signature appears below constitutes and appoints Robert Skelly, President, Secretary, Treasurer and a director, as true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is be effective upon filing under Rule 462 promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement was signed by the following persons in the capacities and on the dates stated.

Signature	Title	Date
/s/ Robert Skelly Robert Skelly	President, Secretary, Treasurer and a director	October 4, 2007
/s/ Paul Anaka Paul Anaka	Director	October 4, 2007
/s/ Grant Sahaydak Grant Sahaydak	Director	October 4, 2007
/s/ Brian Tuson Brian Tuson	Director	October 4, 2007

EX-3.1

EX-3.2

EXHIBIT 3.2

BYLAWS

Bylaws for the regulation, except as otherwise

provided by statute or its Articles of Incorporation

of

HARBORSIDE VENTURES, INC.

a Nevada corporation

ARTICLE I. OFFICES.

Section 1.        PRINCIPAL EXECUTIVE OFFICE. The principal executive office of the corporation shall be fixed and located at Suite 201, 3675 East First Avenue, Burnaby, B.C., Canada V5C 3VB. The Board of Directors (hereinafter the "Board") is granted full power and authority to change said principal executive office from one location to another within or without the State of Nevada. Any such change shall be noted in the Bylaws opposite this Section or this Section may be amended to state the new location.

Section 2.        OTHER OFFICES. Branch or subordinate offices may be established at any time by the Board at any place or places.

ARTICLE II. STOCKHOLDERS.

Section 1.        PLACE OF MEETINGS. Meetings of stockholders shall be held either at the principal executive office of the corporation or at any other place within or without the State of Nevada which may be designated by the Board.

Section 2.        ANNUAL MEETINGS. The annual meetings of stockholders shall be held on such date and at such time as may be fixed by the Board. At such meetings, directors shall be elected and any other proper business may be transacted.

Section 3.        SPECIAL MEETINGS. Special meetings of the stockholders may be called at any time by the Board, the Chairman of the Board or the President. Upon request in writing to the Chairman of the Board, the President, any Vice President or the Secretary by any person (other than the Board) entitled to call a special meeting of stockholders, the officer forthwith shall cause notice to be given to the stockholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the persons entitled to call the meeting may give the notice.

- 2 -

Section 4.        NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual or special 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 thereat. Such notice shall state the place, date and hour of the meeting and in the case of a special meeting, the purpose or purposes for which the meeting is called. Such written notice must be signed by the President, or any Vice-President, Secretary or any Assistant Secretary. Except as otherwise expressly required by law, notice of any adjourned meeting of the stockholders need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

Notice of a stockholders' meeting shall be given either personally or by mail or by other means of written communication, addressed to the stockholder at the address of such stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States' mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.

Section 5.        NOTICE OF BUSINESS. At any meeting of stockholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the Board, or (b) by a stockholder of record entitled to vote at such meeting who complies with the notice procedures set forth in this Section. For business to be properly brought before a meeting by such a stockholder, the stockholder shall have given timely notice thereof in writing to the Secretary of the corporation. To be timely, such notice shall be delivered to or mailed and received at the principal executive office of the corporation not less than thirty days nor more than ninety days prior to the meeting; provided, however, that in the event that less than forty days' notice of the date of the meeting is given by the corporation, notice by the stockholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or otherwise given. Such stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the meeting (a) a brief description of the business desired to be brought before the meeting, and in the event that such business includes a proposal to amend either the Articles of Incorporation or the Bylaws of the corporation, the language of the proposed amendment, (b) the name and address of the stockholder proposing such business, (c) the class and number of shares of stock of the corporation which are owned by such stockholder, and (d) any material personal interest of such stockholder in such business. If notice has not been given pursuant to this Section, the Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the proposed business was not properly brought before the meeting, and such business may not be transacted at the meeting.

- 3 -

Section 6.        NOTICE OF BOARD CANDIDATE. At any meeting of stockholders, a person may be a candidate for election to the Board only if such person is nominated (a) by or at the direction of the Board, (b) by any nominating committee or person appointed by the Board, or (c) by a stockholder of record entitled to vote at such meeting who complies with the notice procedures set forth in this Section. To properly nominate a candidate, a stockholder shall give timely notice of such nomination in writing to the Secretary of the corporation. To be timely, such notice shall be delivered to or mailed and received at the principal executive office of the corporation not less than thirty days nor more than ninety days prior to the meeting; provided, however, that in the event that less than forty days' notice of the date of the meeting is given by the corporation, notice of such nomination to be timely must be so received not later than t he close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or otherwise given. Such stockholder's notice to the Secretary shall set forth (a) as to each person whom the stockholder proposes to nominate (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of stock of the corporation which are owned by the person, and (iv) any other information relating to the person that would be required to be disclosed in a solicitation of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934; and (b) as to the stockholder giving the notice (i) the name and address of such stockholder and (ii) the class and number of shares of stock of the corporation owned by such stockholder. The corporation may require such other information to be furnished respecting any proposed nominee as may be reasonably nece ssary to determine the eligibility of such proposed nominee to serve as a director of the corporation. No person shall be eligible for election by the stockholders as a director at any meeting unless nominated in accordance with this Section.

- 4 -

Section 7.        QUORUM AND ADJOURNMENT. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law or by the Articles of Incorporation; provided, however, that the stockholders present at a duly called or held 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, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, unt il a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented. any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty 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. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Section 8.        VOTING. In all matters except the election of Directors, when a quorum is present at any meeting, the vote of the holders of a majority of the capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of applicable law or of the Articles of Incorporation, a different vote is required in which case such express provision shall govern and control the decision of such question. Such vote may be viva voce or by written ballot; provided, however, that the Board may, in its discretion, require a written ballot for any vote, and further provided that all elections for directors must be by written ballot upon demand made by a stockholder at any election and before the voting begins.

- 5 -

Unless otherwise provided in the Articles of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder.

Notwithstanding the foregoing, at all elections of Directors of the corporation, each stockholder shall be entitled to as many votes as shall be equal to the number of such stockholder shares of capital stock entitled to vote multiplied by the number of Directors to be elected, and such stockholder, in his, her, or its sole discretion, may cast all or such votes for a single Director or may cast such votes among several Directors.

Section 9.        RECORD DATE. The Board may fix, in advance, a record date for the determination of the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect of any other lawful actions. The record date so fixed shall be not more than sixty (60) days nor less than ten (10) days prior to the date of the meeting nor more than sixty (60) days prior to any other action.

Section 10.      CONSENT OF ABSENTEES; WAIVER OF NOTICE. The transactions of any meeting of stockholders, however called and noticed, and wherever held, are as valid as though a meeting had been duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice.

Section 11.      PROXIES. Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such stockholder and filed with the Secretary. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or by attendance at the meeting; provided, however, that no proxy shall be valid after expiration of three (3) years from the date of its execution unless otherwise provided in the proxy.

- 6 -

Section 12.      JUDGES OF ELECTION. The Board may appoint a Judge or Judges of Election for any meeting of stockholders. Such Judges shall decide upon the qualification of the voters and report the number of shares represented at the meeting and entitled to vote, shall conduct the voting and accept the votes and when the voting is completed shall ascertain and report the number of shares voted respectively for and against each position upon which a vote is taken by ballot. The Judges need not be stockholders, and any officer of the corporation may be a Judge on any position other than a vote for or against a proposal in which such person shall have a material interest.

Section 13.      STOCKHOLDER LISTS. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at the meeting, arranged in alphabetical order, and 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 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 at the place of the meeting, and the list shall also be available at the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

ARTICLE III. DIRECTORS.

Section 1.        POWERS. Subject to the limitations of the Articles of Incorporation or these Bylaws or the Nevada Revised Statutes, Chapter 78, relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the corporation to management or other persons provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws:

- 7 -

(a)        To select and remove all the other officers, agents and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, with the Articles of Incorporation or these Bylaws and fix their compensation.

(b)        To conduct, manage and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, or with the Articles of Incorporation or these Bylaws, as they may deem best.

(c)        To adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and such certificates from time to time as in their judgment they may deem best.

(d)        To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful.

(e)        To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor.

Section 2.        NUMBER OF DIRECTORS. The authorized number of directors of the corporation shall be fixed from time to time by resolution adopted by the Board.

Section 3.        ELECTION AND TERM OF OFFICE. Directors shall be elected at the annual meeting of stockholders and each director shall hold office until his successor is elected and qualified or until his death, retirement, earlier resignation or removal.

- 8 -

Section 4.        VACANCIES. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, Secretary or the Board, unless the notice specifies a later time for the effectiveness of such resignation. Vacancies in the Board may be filled by the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his or her successor is elected at an annual or special meeting of the stockholders.

Section 5.        PLACE OF MEETING. Regular or special meetings of the Board shall be held at any place designated from time to time by the Board. In the absence of such designation. regular meetings shall be held at the principal executive office of the corporation.

Section 6.        REGULAR MEETINGS. Regular meetings of the Board shall be held without call at such dates, times and places as the Board may establish from time to time. Call and notice of all regular meetings of the Board are hereby dispensed with.

Section 7.        SPECIAL MEETINGS. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President or the Secretary or by any two (2) directors.

Special meetings of the Board shall be held upon four (4) days' written notice or forty-eight (48) hours' notice given personally or by telephone, telegraph, telex or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission or actually transmitted by the person giving the notice by electronic means to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

- 9 -

Section 8.        QUORUM. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action is approved by at least a majority of the required quorum for such meeting.

Section 9.        PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.

Section 10.      WAIVER OF NOTICE. The transactions of any meeting of the Board, however called and noticed, and wherever held, are as valid as though a meeting had been 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 signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 11.      ADJOURNMENT. A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 12.      FEES AND COMPENSATION. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

- 10 -

Section 13.      ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board or committee thereof may be taken without a meeting if all members of the Board or committee shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board or committee and shall be filed with the minutes of the proceedings of the Board or committee.

Section 14.      COMMITTEES. The Board may appoint one (l) or more committees, each consisting of two (2) or more directors, and delegate to such committees any of the authority of the Board except with respect to:

(i)        The approval of any action for which the Nevada Revised Statutes, Chapter 78, also requires stockholders approval or approval of the outstanding shares;

(ii)       The filling of vacancies on the Board or in any committee;

(iii)      The fixing of compensation of the directors for serving on the Board or on any committee;

(iv)       The amendment or repeal of Bylaws or the adoption of new Bylaws:

(v)        The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;

(vi)       The appointment of other committees of the Board or the members thereof.

Any such committee must be appointed by resolution adopted by a majority of the whole board of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which the proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.

- 11 -

Section 15.      RIGHTS OF INSPECTION. Every director shall have the absolute right at any reasonable time to inspect and copy all the books, records and documents of every kind and to inspect physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts.

Section 16.      ADVISORY DIRECTORS. The Board of Directors may appoint such additional advisory directors (by whatever name designated) to advise the Board on such matters and in such fashion as the Board may from time to time request. Such advisory directors shall be entitled to notice of, and to attend, regular and special meetings of the Board, but shall not be entitled to vote at such meetings and may be appointed or removed at the pleasure of the Board. Such advisory directors shall not be deemed to be regular members of the Board of Directors or employees of the corporation for any purpose whatsoever.

ARTICLE IV. OFFICERS.

Section 1.        OFFICERS. The officers of the corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Secretary, a Chief Financial Officer, a Controller, and a Treasurer. The corporation may also have, at the discretion of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Financial Officers, and such other officers as may be elected or appointed in accordance with the provisions of Section 2 of this Article.

Section 2.        APPOINTMENT OF OFFICERS. The officers of the corporation shall be appointed by the Board of Directors. Each of these officers shall hold office for such period and shall have such authority and perform such duties as are prescribed by these Bylaws or determined from time to time by the Board of Directors.

Section 3.        REMOVAL AND RESIGNATION. Any officer may be removed, with or without cause, by the Board of Directors at any time or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the rights, if any, of the officer under any contract of employment of the officer.

- 12 -

Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.        VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office.

Section 5.        CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the stockholders and at all meetings of the Board and shall have such other powers and duties as may from time to time be assigned by the Board.

Section 6.        CHIEF EXECUTIVE OFFICER. The Chief Executive Officer, subject to the control of the Board, the committees of the Board and the Chairman of the Board, is the general manager of the corporation. The Chief Executive Officer shall have supervising authority over and may exercise general executive power concerning the supervision, direction and control of the business and officers of the corporation, with the authority from time to time to delegate to the President and other officers such executive powers and duties as the Chief Executive Officer may deem advisable. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the Board and the stockholders.

Section 7.        PRESIDENT. The President is the chief operating officer of the corporation and, subject to the control of the Board, the committees of the Board, the Chairman of the Board and the Chief Executive Officer, has supervisory authority over and may exercise general executive powers concerning the operations, business and subordinate officers of the corporation, with the authority from time to time to delegate to other officers such executive powers and duties as the President may deem advisable. In the absence of the Chairman of the Board and the Chief Executive Officer, the President shall preside at all meetings of the stockholders and at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of President of a corporation and such other powers and duties as may be prescribed by the Board.

- 13 -

Section 8.        VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board, shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board.

Section 9.        SECRETARY. The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of stockholders, the Board and its committees, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, and the number of shares present or represented at stockholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the corporation at the principal executive office or business office.

The Secretary shall keep, or cause to be kept, at the principal executive office a share register, or a duplicate share register, showing the name of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.

Section 10.      CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation. The books of account shall at all times be open to inspection by any director.

- 14 -

The Chief Financial Officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Chief Financial Officer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the Chief Executive Officer, the President and directors, whenever they request it, an account of all transactions as Chief Financial Officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

The Financial Officer or Officers, who are subordinate to the Chief Financial Officer, if any, shall, in the absence or disability of the Chief Financial Officer, or at his request, perform his duties and exercise his powers and authority, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 11.      CONTROLLER. The Controller shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and surplus shares. The Controller is responsible for the formulation of the corporation's accounting policies, procedures and practices, and the preparation of the corporation's financial reports. The Controller shall establish and administer a plan for the financial control of the corporation and compare performance with that plan. The Controller shall have such other powers and duties as the Board of Directors may from time to time prescribe.

Section 12.      TREASURER. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the Chief Executive Officer, the President and directors, whenever they request it. an account of all transaction as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

- 15 -

ARTICLE V. STOCK.

Section 1.        FORM OF STOCK CERTIFICATE. 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 or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice President, and by the Chief Financial Officer or a subordinate Financial Officer, or the Secretary or an Assistant Secretary certifying the number of shares owned in the corporation. Any or all of the signatures on the certificate may be a facsimile signature. If 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 issued by the corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of the issuance.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock. Except as otherwise provided in Section 78.195 of Nevada Revised Statutes, Chapter 78, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate 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.

Section 2.        TRANSFERS OF STOCK. Upon surrender of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

- 16 -

Section 3.        LOST, STOLEN OR DESTROYED CERTIFICATES. The Board may direct a new certificate or certificates be issued in place of any certificate theretofore issued alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate to be lost, stolen or destroyed. When authorizing such issue of a new certificate, the Board may, in its discretion and as a condition precedent to the issuance, require the owner of such certificate or certificates, or such person's legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the lost, stolen or destroyed certificate.

Section 4.        REGISTERED STOCKHOLDERS. The corporation shall be entitled to treat the holder of record of any share or shares of stock of the corporation as the holder in fact thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by applicable law.

ARTICLE VI. OTHER PROVISIONS.

Section 1.        ENDORSEMENT OF DOCUMENTS; CONTRACTS. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance or other instrument in writing and any assignment or endorsements thereof executed or entered into between the corporation and any other person, when signed by the Chairman of the Board, the President or any Vice President and the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Chief Financial Officer of the corporation shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board, and, unless so authorized by the Board, no officer, agent or employee shall have any power or authority t o bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 2.        REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The Chairman, the Chief Executive Officer, the President, any Vice President, Secretary or any other officer or officers authorized by the Board or the Chairman are each authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer or by any other person authorized so to do by proxy or power of attorney duly executed by said officer.

- 17 -

Section 3.        SEAL. It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the corporation that the execution of such instrument be evidenced by the corporate seal, and all documents, instruments, contracts and writings of all kinds signed on behalf of the corporation by any authorized officer or officers shall be as effectual and binding on the corporation without the corporate seal, as if the execution of the same had been evidenced by affixing the corporate seal thereto. The Board may give general authority to any officer to affix the seal of the corporation and to attest the affixing by signature.

Section 4.        FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board.

Section 5.        DIVIDENDS. Dividends on the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board at any regular or special meeting, pursuant to law, and may be paid in cash, in property or in shares of capital stock.

Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sums as the 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 directors shall determine to be in the best interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

- 18 -

ARTICLE VII. INDEMNIFICATION

Section 1.        RIGHT TO INDEMNIFICATION. Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent permitted by the laws of Nevada as the same exist or may hereafter be amende d (but in the case of such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said laws permitted the corporation to provide prior to such amendment) against all costs, charges, expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this bylaw or any agreement with the corporation) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 of this Article, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof ) initiated by such person only if such proceeding (or part thereof) was initiated or authorized by one or more members of the Board of Directors of the corporation. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Nevada Revised Statutes, Chapter 78, so requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined t hat such director or officer is not entitled to be indemnified under this Section or otherwise. In no event shall anything herein contained be so construed as to permit the Board to authorize payment of, or the corporation to pay, any amounts for any purpose where the director or officer was engaged in any action or activity known to him or her while so engaged to be unlawful, nor any action or activity constituting willful misfeasance, bad faith, gross negligence, or reckless disregard of his or her duties and obligations to the corporation and the stockholders. The rights set forth herein shall not be exclusive of other right to which any director or officer may be entitled as a matter of law. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

- 19 -

Section 2.        RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section 1 of this Article is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under Nevada law for the corporation to indemnify the claimant for the amount claimed. Neither the failure of the corporation (including its Board of Di rectors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he or she has met such standard of conduct, 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 standard of conduct, shall be a defense to the action or create a presumption that the claimant has failed to meet such standard of conduct.

Section 3.        NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4.        INSURANCE. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under Nevada law.

- 20 -

Section 5.        EXPENSES AS A WITNESS. To the extent that any director, officer. employee or agent of the corporation is by reason of such position, or a position with another entity at the request of the corporation, a witness in any action, suit or proceeding, he or she shall be indemnified against all costs and expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

Section 6.        INDEMNITY AGREEMENTS. The corporation may enter into indemnity agreements with the persons who are members of its Board of Directors from time to time, and with such officers. employees and agents as the Board may designate, such indemnity agreements to provide in substance that the corporation will indemnify such persons to the full extent contemplated by this Article.

Section 7.        EFFECT OF AMENDMENT. Any amendment, repeal or modification of any provision of this Article VII by the stockholders and the directors of the corporation shall not adversely affect any right or protection of a director or other of the corporation existing at the time of the amendment. repeal or modification.

ARTICLE VIII. AMENDMENTS.

These Bylaws may be altered, amended, or repealed at any regular meeting of the stockholders (or at any special meeting thereof duly called for the purpose) by a majority vote of the shares represented and entitled to vote at such meeting; provided that in the notice of such special meeting, notice of such purpose shall be given. Subject to the laws of the State of Nevada, the Board of Directors may, by majority vote of those present at any meeting at which a quorum is present. amend these Bylaws, or enact such other Bylaws as in their judgment may be advisable for the regulation of the conduct of the affairs of the Corporation.

END OF DOCUMENT.

- 21 -

CERTIFICATE OF SECRETARY

OF

HARBORSIDE VENTURES, INC.,

a Nevada corporation

EX-5.1

File Number: 58463-6

EXHIBIT 5.1

October 4, 2007

Harborside Ventures, Inc.
3765 East First Avenue, Suite 201
Burnaby, British Columbia V5C 3V8
Canada

Attention:          Mr. Robert Skelly, President, Secretary, Treasurer and a director

Dear Mr. Skelly:

Harborside Ventures, Inc. - Registration Statement on Form SB-2

We have acted as legal counsel to Harborside Ventures, Inc., a Nevada corporation (the "Company"), in connection with the Company's Registration Statement on Form SB-2 (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, on October 4, 2007. The Registration Statement relates to the registration of the following shares of common stock of the Company (collectively, the "Shares") for resale by the selling shareholders named in the Registration Statement (the "Selling Shareholders"):

• up to 3,000,000 shares of common stock issued pursuant to an unregistered private placement of units (the "Unit Private Placement");
• up to 3,000,000 shares of common stock that may be acquired upon the exercise of 3,000,000 common stock purchase warrants issued pursuant to the Unit Private Placement;
• up to 6,000 shares of common stock issued pursuant to an unregistered private placement of shares of common stock;

On June 8, 2007, the Company issued an aggregate of 3,000,000 units (each, a "Unit") pursuant to the Unit Private Placement at a price of $0.02 per Unit. Each Unit consisted of one share of common stock and one non-transferable common stock purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to purchase one share of common stock (each, a "Warrant Share") for a period of two years from the date of issuance of the Units at an exercise price of $0.05 per share during the first year and $0.10 per share during the second year.

On June 8, 2007, the Company issued an aggregate of 6,000 shares of common stock as partial consideration for the acquisition of a certain mineral property interest pursuant to the terms of a Quartz Claims Acquisition Agreement, dated as of May 25, 2006, between the Company and Oro Quest Ltd. (the "Quartz Claims Acquisition Agreement").

Page 2

In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement dated October 4, 2007; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the Company's corporate proceedings, including resolutions of the directors approving the transactions described above; (e) the subscription agreements entered into between the Selling Shareholders and the Company with respect to the Unit Private Placement; (f) the form of the certificate representing the Warrants; (g) the Quartz Claim Acquisition Agreement; (h) an Officer's Certificate executed by Robert Skelly, President, Secretary, Treasurer and a director of the Company; and (i) such other documents as we have deemed relevant.

Based upon the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that:

1. the Shares held by the Selling Shareholders are validly issued, fully paid and non-assessable shares of the Company's common stock; and
2. upon exercise of the Warrants in accordance with their terms (including, without limitation, the payment of the exercise price for the Warrant Shares), the Warrant Shares will be validly issued, fully paid and non-assessable shares of the Company's common stock.

Our opinion expressed herein is subject in all respects to the following assumptions, limitations and qualifications:

(i)       the foregoing opinion is limited to Nevada law, including all applicable provisions of the Constitution of the State of Nevada, statutory provisions of the State of Nevada and reported judicial decisions of the courts of the State of Nevada interpreting those laws. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Company;

(ii)      we have assumed (i) the genuineness of all signatures on documents examined by us, (ii) the authenticity of all documents submitted to us as originals, (iii) the conformity to authentic originals of all documents submitted to us as certified, conformed, photostatic or other copies, and (iv) that the documents, in the forms submitted to us for review, have not been and will not be altered or amended in any respect;

(iii)     we have assumed that each subscription agreement executed between the Selling Shareholders and the Company pursuant to which the Units have been issued has been duly executed by each party and constitutes the legal, valid and binding obligations of the parties thereto and that such agreements are enforceable against each of the parties thereto in accordance with their respective terms;

(iv)      we have assumed that the Quartz Claims Acquisition Agreement executed between Oro Quest Ltd. and the Company pursuant to which certain Shares have been issued has been duly executed by each party and constitutes the legal, valid and binding obligations of the parties thereto and that such agreement is enforceable against each of the parties thereto in accordance with its terms; and

(v)       we have assumed that each of the statements made and certified in the Officer's Certificate was true and correct when made, has at no time since being made and certified become untrue or incorrect, and remains true and correct on the date hereof.

Page 3

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm's name in the section of the Registration Statement and the prospectus included therein entitled "Interest of Named Experts and Counsel".

Yours truly,

"Lang Michener LLP"

EX-10.1

EXHIBIT 10.1

QUARTZ CLAIMS ACQUISITION AGREEMENT

Between

ORO QUEST

And:

HARBORSIDE VENTURES

HARBORSIDE VENTURES
Building 201 - 3765 E.1^st Avenue, Burnaby, BC V5C 3V8

QUARTZ CLAIMS ACQUISITION AGREEMENT

THIS QUARTZ CLAIM ACQUISITION AGREEMENT (the "Agreement") is made and entered into to be effective as of the 25^th day of May, 2006 (the "Effective Date").

BETWEEN:

ORO QUEST LTD. having an address for notice and delivery
located at P.O. Box 20072, Whitehorse, Yukon Territory, Canada,
Y1A 7A2 (the "Transferor");

OF THE FIRST PART

AND:

HARBORSIDE VENTURES a company incorporated under the
laws of the State of Nevada, U.S.A., and having an address for
notice and delivery located at Building 201-3765 E.1^st Avenue
Burnaby BC V5C 3V8 (the "Transferee");

OF THE SECOND PART

(the Transferor and the Transferee being hereinafter singularly also
referred to as a "Party" and collectively referred to as the "Parties"
as the context so requires).

WHEREAS:

A.                    The Transferor is the legal, beneficial and registered owner of a 100% undivided interest in and to certain quartz claims which are located on in the Whitehorse Mining Division of the Yukon Territory on NTS Map Sheet 105 D/14 (collectively, the "Quartz claims"); and which Placer Leases are more particularly described in Schedule "A" which is attached hereto and which forms a material part hereof;

B.                    The Transferee is a non-reporting company principally involved in the business of acquiring, exploring and developing mineral resource properties of merit;

C.                    As a consequence of certain recent discussions as between the Transferor and the Transferee the Transferor has agreed to sell to the Transferee, and the Transferee has agreed to purchase from the Transferor, a 100% legal, beneficial and registerable interest in and to all of the mineral property interests comprising the Quartz Claims in consideration of the cash payment and share issuance by the Transferee to the Transferor (collectively, the "Purchase Price") as set forth in this Agreement; and

D.                    As a consequence of the proposed and within payment and delivery of the Purchase Price by the Transferee to the Transferor the Transferor has hereby agreed to transfer to the Transferee a 100% legal, beneficial and registerable interest in and to all of the mineral property interests comprising the Quartz Claims (collectively, the "Transfer") in accordance with the terms and conditions of this Agreement;

- 2 -

NOW THEREFORE THIS AGREEMENT WITNESSETH that, in consideration of the prior payment and delivery by the Transferee to the Transferor of the Purchase Price herein; the due and complete receipt and sufficiency of which being hereby acknowledged by the Transferor; together with the other mutual promises, covenants and agreements herein contained, THE PARTIES HERETO COVENANT AND AGREE WITH EACH OTHER as follows:

ARTICLE 1
TRANSFER AND REPRESENTATIONS BY THE TRANSFEROR

1.1                  Transfer of the Quartz claims and the Purchase Price therefore. In consideration of the prior payment and delivery of the following Purchase Price by the Transferee to the Transferor:

(a)        the repayment by the Transferee to the order and direction of the Transferor of all staking and Quartz Claims application costs to the Whitehorse Mining District of the Yukon Territory which were incurred by the Transferor in acquiring the subject Quartz Claims; and

(b)        the issuance by the Transferee to the order and direction of the Transferor of an aggregate of 6,000 common shares of the Transferee (each a "Share"), at a deemed issuance price of U.S. $0.05 per Share;

the due and complete receipt and sufficiency of which being hereby acknowledged by the Transferor; the Transferor hereby assigns and transfers to the Transferee a 100% legal, beneficial and registerable interest in and to all of the mineral property interests comprising the Quartz Claims.

1.2                  Representation, warranties and covenants by the Transferor respecting the Quartz Claims. In order to induce the Transferee to enter into and consummate this Agreement and to provide the Purchase Price to the Transferor and to accept the Transfer, the Transferor hereby represents to, warrants to and covenants with the Transferee, with the intent that the Transferee will rely thereon in entering into this Agreement and in concluding the transactions contemplated herein, that, to the best of the knowledge, information and belief of the Transferor, after having made due inquiry:

(a)        the Transferor has the requisite power, authority and capacity to fulfill the Transferor's obligations under this Agreement;

(b)        this Agreement constitutes a legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, except as enforcement may be limited by laws of general application affecting the rights of creditors;

(c)        there are no consents, approvals or conditions precedent to the performance of this Agreement and the completion of the Transfer by the Transferor;

- 3 -

(d)        the Transferor is not in breach of any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which the Transferor is subject or which apply to the Transferor;

(e)        the Transferor is not in breach of any provision or condition of, nor has the Transferor done or omitted to do anything that, with or without the giving of notice or lapse or both, would constitute a breach of any provision or condition of, or give rise to any right to terminate or cancel or accelerate the maturity of any payment under, any deed of trust, contract, certificate, consent, permit, license or other instrument to which the Transferor is a party, by which the Transferor is bound or from which the Transferor derives benefit, any judgment, decree, order, rule or regulation of any court or governmental authority to which the Transferor is subject, or any statute or regulation applicable to the Transferor, to an extent that, in the aggregate, has a material adverse affect on the Transferor or on any of the mineral property interests comprising the Placer Leases;

(f)        the Transferor is the legal, beneficial and registered owner of all of the mineral property interests comprising the Quartz Claims; the particulars of which Placer Leases being more particularly described in Schedule "A" which is attached hereto;

(g)        the Transferor holds all of the mineral property interests comprising the Quartz Claims free and clear of all liens, charges and claims of others;

(h)        no other person, firm or corporation has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming an agreement, for the purchase from the Transferor of any interest in and to any of the mineral property interests comprising the Quartz Claims;

(i)        there are no outstanding orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to any of the mineral property interests comprising Quartz Claims and the conduct of the operations related thereto, nor has the Transferor received any notice of same; and, in addition, all land maintenance fees to the Effective Date of this Agreement for the Quartz Claims have been paid by the Transferor,

(j)        there is no adverse claim or challenge against or to the ownership of or title to any of the mineral property interests comprising the Quartz Claims or which may impede their development, nor, to the best of the knowledge, information and belief of the Transferor, after having made due inquiry, is there any basis for any potential claim or challenge, and, to the best of the knowledge, information and belief of the Transferor, after having made due inquiry, no person has any royalty, net profits or other interests whatsoever in any production from any of the mineral property interests comprising the Quartz Claims;

- 4 -

(k)        there are no actions, suits, proceedings or investigations (whether or not purportedly against or on behalf of the Transferor), pending or threatened, which may affect, without limitation, the right of the Transferor to Transfer any interest in and to the mineral property interests comprising the Quartz Claims to the Transferee at law or in equity, or before or by any federal, state, provincial, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, and, without limitation, there are no claims or potential claims under any relevant family relations legislation or other equivalent legislation affecting any of the mineral property interests comprising the Quartz Claims. In addition, the Transferor is not now aware of any existing ground on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success; and

(l)        the Transferor is not aware of any fact or circumstance which has not been disclosed to the Transferee which should be disclosed in order to prevent the representations and warranties contained in this section from being misleading or which would likely affect the decision of the Transferee to enter into this Agreement.

The Transferor understands that the Transferee will rely on the representations, warranties and covenants contained in this Agreement in determining whether the within Transfer of the Quartz Claims is in compliance with all applicable laws. The Transferor hereby agrees to indemnify the Transferee and hold the Transferee harmless from and against any and all liability, damage, cost or expense (including reasonable attorney's fees) incurred on account of or arising out of: (i) any inaccuracy in the representations, warranties or covenants set forth in this Agreement; (ii) any suit or proceeding based upon the claim that such representations, warranties or covenants were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Transferee or its affiliates; and (iii) its failure to fulfill any or all of its obligations herein. The Transferor undertakes to notify the Transferee immediately of any change in any representation, warranty, covenant or other information rel ating to the Transferor as set forth in this Agreement.

ARTICLE 2
GENERAL PROVISIONS

2.1                  Entire agreement. This Agreement constitutes the entire agreement to date between the Parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the Parties with respect to the subject matter of this Agreement.

2.2                  Enurement. This Agreement will enure to the benefit of and will be binding upon the Parties hereto, their respective heirs, executors, administrators and assigns.

2.3                  Notice. Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by prepaid registered mail deposited in a post office addressed to the Party entitled to receive the same, or delivered to such Party, at the address for such Party specified above. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered, or, if given by registered mail as aforesaid, shall be deemed conclusively to be the third calendar day after the same shall have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee. Either Party may at any time and from time to time notify the other Party in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.

- 5 -

2.4                  Applicable law. The situs of this Agreement is Vancouver, British Columbia, Canada, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws and Courts prevailing in the Province of British Columbia, Canada, and the federal laws of Canada applicable therein.

2.5                  Representation and costs. It is hereby acknowledged by each of the Parties hereto that, as between the Parties herein, Lang Michener LLP acts solely for the Transferee, and that the Transferor has been advised by each of Lang Michener LLP and the Transferee to obtain independent legal advice with respect to the Transferor's review and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the Parties hereto that each Party to this Agreement will bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by Lang Michener LLP shall be at the cost of the Transferee.

2.6                  Further assurances. The Parties hereto hereby, jointly and severally, covenant and agree to forthwith, upon request, execute and deliver, or cause to be executed and delivered, such further and other deeds, documents, assurances and instructions as may be required by the Parties hereto in order to carry out the true nature and intent of this Agreement.

2.7                  Severability and construction. Each Article, section, paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable, and if, for any reason, any portion of this Agreement is determined to be invalid, contrary to or in conflict with any applicable present or future law, rule or regulation in a final unappealable ruling issued by any court, agency or tribunal with valid jurisdiction in a proceeding to any of the Parties hereto is a party, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise intelligible (all of which shall remain binding on the Parties and continue to be given full force and agreement as of the date upon which the ruling becomes final).

2.8                  Captions. The captions, section numbers, Article numbers and Schedule numbers appearing in this Agreement are inserted for convenience of reference only and shall in no way define, limit, construe or describe the scope or intent of this Agreement nor in any way affect this Agreement.

2.9                  Counterparts. This Agreement may be signed by the Parties hereto in as many counterparts as may be necessary, and via facsimile if necessary, each of which so signed being deemed to be an original and such counterparts together constituting one and the same instrument and, notwithstanding the date of execution, being deemed to bear the Effective Date as set forth on the front page of this Agreement.

- 6 -

2.10                No partnership or agency. The Parties hereto have not created a partnership and nothing contained in this Agreement shall in any manner whatsoever constitute any Party the partner, agent or legal representative of any other Party, nor create any fiduciary relationship between them for any purpose whatsoever. No Party shall have any authority to act for, or to assume any obligations or responsibility on behalf of, any other party except as may be, from time to time, agreed upon hr writing between the Parties or as otherwise expressly provided.

IN WITNESS WHEREOF each of the Parties hereto has hereunto set its common seal by the hand of its duly authorized signatory as of the Effective Date as set forth on the front page of this Agreement.

Signed, Sealed and Delivered by ORO QUEST the Transferor herein, in the presence of: /s/ Karen Greer                                        
Witness (Signature) Karen Greer                                            
Name (please print) P.O. Box 20212                                      
Address Whitehorse, Yukon Territory Y1A 7A2  
City, Province Social Work Student                               
Occupation )
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)
)



/s/ Karl Gruber                          

The Common Seal of
HARBORSIDE VENTURES, the Transferee herein, was affixed in the presence of: Per:     /s/ Robert Skelly                     
            Authorized Signatory )
)
)
)
)
)
)



C/S

Schedule A

This is Schedule "A" to that certain Quartz Claims Acquisition Agreement between ORO QUEST and HARBORSIDE VENTURES.

Quartz Claims transferred from the Transferor to the Transferee

LOCATION, ACCESS AND CLAIMS:

The DIO Claims are located in the Whitehorse Mining District, Yukon on NTS Map Sheet 105 D/14 (Sec Claim Map).

The claims are accessed from the Pilot Mountain Subdivision Road, a subdivision along the north side of the Takhini Hot Springs Road approximately 5 kilometres from its junction with the North Klondike Highway, known locally as the Mayo Road.

A power line crosses the Pilot Mountain Subdivision Road approximately 0.4 kilometer (0.5 mile) from its junction with the Takhini Hot Springs Road. About 0.2 kilometers (0.25 mile) cast off the Pilot Mountain Road along the power line; the baseline of the DIO Claims is intersected.

Claim I	Post 1 N60 52.374 x W135 14.678 Post 2 N60 52.320 x W135 14.507
Claim 2:	Post 1 N60 52.374 x W135 14.678 Post 2 N60 52.467 x W135 14.925
Claim 3:	Post 1 N60 52374 x W135 14.678 Post 2 N60 52.320 x W135 14.507
Claim 4:	Post 1 N60 52.374 x W135 14.678 Post 2 N60 52.467 x W135 14.925

EX-10.2

EXHIBIT 10.2

__________

SEED CAPITAL UNIT PRIVATE PLACEMENT

SUBSCRIPTION AGREEMENT

Between:

HARBORSIDE VENTURES, INC.

And:

                                                        
{NAME OF SUBSCRIBER}

Harborside Ventures, Inc.
Suite 201, 3765 East First Avenue, Burnaby, British Columbia, Canada, V5C 3V8

__________

SEED CAPITAL UNIT PRIVATE PLACEMENT

SUBSCRIPTION AGREEMENT

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND NOT FOR PURPOSES OF DISTRIBUTION. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, OR THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL TO THE COMPANY. THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.

(OR)

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE LAWS OF ANY STATE, AND ARE BEING ISSUED IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE ACT. THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION, THE AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION OR COMPLIANCE WITH REGULATION S. FURTHERMORE, NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL TO THE COMPANY. THE STOCK TRANSFER AGENT HAS BEEN ORDERED TO EFFECTUATE TRANSFERS ONLY IN ACCORDANCE WITH THE ABOVE INSTRUCTIONS.

(AND, IF APPLICABLE)

UNLESS PERMITTED UNDER APPLICABLE SECURITIES LEGISLATION, THE HOLDER OF THE SECURITIES REPRESENTED HEREBY SHALL NOT TRADE THE SECURITIES BEFORE THE EARLIER OF (I) THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE DATE THE COMPANY FIRST BECAME A REPORTING ISSUER IN ANY OF ALBERTA, BRITISH COLUMBIA, MANITOBA, NOVA SCOTIA, ONTARIO, QUEBEC AND SASKATCHEWAN, IF THE COMPANY IS A SEDAR FILER, AND (II) THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (A) THE DISTRIBUTION DATE, AND (B) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN THE LOCAL JURISDICTION OF THE SUBSCRIBER OF THE SECURITIES THAT ARE THE SUBJECT OF THE TRADE.

UNIT PRIVATE PLACEMENT OFFERING

To: HARBORSIDE VENTURES, INC. (the "Company"), with an address for notice and delivery located at Suite 201, 3765 East First Avenue, Burnaby, British Columbia, Canada, V5C 3V8.

                        The Company is offering (collectively, the "Offering"), on a private placement basis, units of the Company (each a "Unit") to eligible investors (each such an investor who subscribes to this Offering by this document is hereinafter referred to as the "Subscriber") at a subscription price of U.S. $0.02 per Unit, with each Unit consisting of one common share in the capital of the Company (each a "Share") and one non-transferable share purchase warrant in the capital of the Company (each a "Warrant"). The within private placement Offering of Units by the Company is not subject to any minimum subscription. The Company offers, and the Subscriber accepts, the Units on the terms and conditions as set forth in this subscription agreement (the "Agreement").

- 2 -

Article 1
SUBSCRIPTION FOR UNITS

1.1                   Subscription for Units. Based upon the hereinafter terms, conditions, representations, warranties and covenants given by each party to the other, the Subscriber hereto hereby irrevocably subscribes for and agrees to purchase _______________ Units of the Company, at a subscription price of U.S. $0.02 per Unit, for aggregate consideration of U.S. $_______________ (the "Subscription Price").

1.2                   Acceptance of subscription. The Company, upon acceptance by its Board of Directors (the "Board") of all or part of this subscription Agreement, agrees to issue the accepted number of Units, as fully paid and non-assessable, and as consideration for the Subscriber's subscription, and to refund any excess subscription monies of the Subscription Price of any non-accepted portion of this subscription Agreement by the Board.

1.3                   Warrants and exercise of Warrants. The Warrants forming part of the Units will be registered in the name of the Subscriber and will be non-transferable, and each such Warrant will entitle the Subscriber to purchase one additional common share of the Company (each a "Warrant Share"), for the period commencing upon the date of issuance of the within Units by the Board and ending at 5:00 p.m. (Vancouver time) on the day which is two years from the date of issuance of the within Units by the Board (such time period being the "Warrant Exercise Period" herein), at an exercise price of U.S. $0.05 per Warrant Share during the first year of the Warrant Exercise Period and at an exercise price of U.S. $0.10 per Warrant Share during the final year of the Warrant Exercise Period.

1.4                   Warrant certificates. The terms and conditions which govern the Warrants will be referred to on the certificates representing the Warrants and will contain, among other things, anti-dilution provisions and provisions for the appropriate adjustment in the class, number and price of the Warrant Shares issuable on the exercise of the Warrants upon the occurrence of certain events including any subdivision, consolidation or reclassification of the common shares, the payment of stock dividends and the amalgamation of the Company.

1.5                   Other financings. The issue and terms of the Warrants will not restrict or prevent the Company from obtaining any other financing nor from issuing additional securities or rights during the period within which the Warrants are exercisable.

1.6                   Replacement Warrant certificates. If the Subscriber exercises any Warrants the Company will issue to the Subscriber the number of Warrant Shares equal to the number of Warrants exercised and deliver to the Subscriber a certificate representing the Warrant Shares.

1.7                   Subscriber's eligibility for subscription. The Subscriber acknowledges and warrants (and has made diligent inquiries to so determine or has the sophistication and knowledge to know the Subscriber's status without concern of error), on which the Company relies, that the Subscriber is purchasing the Units on a private basis and without infraction of or impedance by his domicile laws due to one or more of the following:

(a)        the Subscriber is an eligible and exempt investor under the laws of the Subscriber's domicile by either being a person who complies with exemptions from prospectus requirements or is otherwise exempt by virtue of the Subscriber's wealth, income and investment knowledge or capacity; or

- 3 -

(b)        the Subscriber is subscribing for a value in Units constituting an exempt investment under the laws of the Subscriber's domicile; or

(c)        the Subscriber's domicile laws do not restrict investment; and

(d)        where the Subscriber has completed the appropriate portions of this Agreement and its related Appendices and the completion of the same, whether signed or not, constitute a true and accurate statement by the Subscriber.

                        For the purposes of this Agreement it is hereby acknowledged and agreed that "Securities" is hereinafter collectively defined to mean the Units, the Shares, the Warrants and the Warrant Shares.

1.8                   Risks of subscription. The Subscriber acknowledges that no party independent of the Company has made or will make any opinion or representations on the merits or risks of an investment in any of the Securities unless sought out by the Subscriber; which the Subscriber is encouraged to do. The Subscriber is aware that this investment is a speculative and risky investment, the Subscriber warrants that it could tolerate the full loss of the investment without significant or material impact on the Subscriber's financial condition and the Subscriber waives all claim or liability of the Company for any loss in value of this investment.

Article 2
METHOD OF SUBSCRIPTION AND ACCEPTANCE BY THE COMPANY

2.1                   Method of subscription. It is hereby acknowledged and agreed by the parties hereto that any subscription for Units shall be made by the Subscriber:

(a)        by faxing to the Company, at (604) 299-3417, or to the Company's counsel, Lang Michener LLP (the "Company's Counsel"), at (604) 893-2679 or (604) 685-7084, a completed copy of this Agreement together with an executed copy of the signature page of this Agreement; and

(b)        by delivering to the Company, at Suite 201, 3765 East First Avenue, Burnaby, British Columbia, Canada, V5C 3V8, or to the Company's Counsel, at 1500 Royal Centre, 1055 West Georgia Street, Vancouver, British Columbia, Canada, V6E 4N7, an originally executed copy of this completed Agreement together with payment for the exact Subscription Price for such Units in the following manner:

(i)        by delivery:

(A)        to the Company, at its above address, of a bank draft, money order or cashier's cheque for the exact Subscription Price for the Units made payable to the Company; or

(B)        to the Company's Counsel, at its above address, of a bank draft, money order or cashier's cheque for the exact Subscription Price for the Units made payable to "Lang Michener LLP In Trust" for the account of the Company; or

(ii)       by wire transfer to the Company's Counsel of the exact Subscription Price for the Units to the following wiring instructions:

- 4 -

Bank Name: Bank Address: Transit Number: Bank Number: Account Name: Reason: Account Number: Swift Code:			xxxxxxxxx xxxxxxxxx xxxxx xxxxx xxxxxxxxx xxxxxxxxx xxxxx xxxxx
*	If coming from the U.S. or Overseas:
	Intermediary Bank: Swift Code: Fedwire ABA#:			xxxxxxxxx xxxxxxxxx xxxxxxxxx
	*Note:	Unless instructed otherwise by the Company, the Company's Counsel must deposit all trust funds (including the Subscription Price received) in an account that is insured by the Canadian Deposit Insurance Corporation or the Credit Union Deposit Insurance Corporation of British Columbia or guaranteed under the Community Financial Services Act (Canada). All U.S. dollar accounts in Canada are not insured.

                        In this regard, and should the Subscriber's subscription and/or Subscription Price payment be submitted to the Company's Counsel, in trust or otherwise (as above in respect to the wire transfer), then the Subscriber agrees that the Company's Counsel shall have no accountability to the Subscriber whatsoever and acknowledges that the Company's Counsel is merely a recipient for the Company and has no obligation of any nature to the Subscriber. Under no circumstances shall the Company's Counsel be considered to be giving legal or other advice or services to the Subscriber and no communication between the Subscriber and the Company's Counsel shall be considered advice (at the most only administrative subscription assistance on behalf of the Company) but the Subscriber shall rely solely and exclusively on the Subscriber's own judgment and the advice of the Subscriber's own counsel.

2.2                   Acceptance of subscription or return of Subscription Price by the Company. The Subscriber acknowledges that the Company will be accepting subscriptions for Units on a first come, first serve, basis. As a consequence the Company, upon acceptance by its Board of all or part of this subscription Agreement (the "Acceptance"), hereby agrees to issue the accepted number of Units, as fully paid and non-assessable, and as consideration for the Subscriber's subscription, and to refund any excess subscription monies of the Subscription Price of any non-accepted portion of this subscription Agreement by the Board. In this regard the Subscriber acknowledges that, although Units may be issued to other subscribers concurrently with the Company's Acceptance of all or part of this subscription Agreement, there may be othe r sales of Units by the Company, some or all of which may close before or after the Acceptance herein. The Subscriber further acknowledges that there is a risk that insufficient funds may be raised by the Company upon the Company's Acceptance of all or part of this subscription Agreement to fund the Company's objectives and that further closings may not take place after Acceptance herein.

- 5 -

2.3                   Use of funds before and after Acceptance. The Subscriber acknowledges and agrees that the Subscription Price monies shall be advanced immediately to the Company's general funds to reserve the Subscriber's subscription, shall not be held in trust, the Company may employ such funds for its business purposes immediately and prior to Acceptance and such funds shall not be considered a loan and shall not bear interest but shall constitute solely a reservation of subscription and advance of funds therefore. The Subscriber shall not demand return of its Subscription Price monies unless the Units have not been issued for a period in excess of 90 calendar days from the date of this subscription and such demand may be fulfilled by Acceptance and delivery of subscribed Units or return of funds at the Company's sole and absolute discretion. The Subscriber ackno wledges that the funds to be raised from all Units are to be employed for the business of the Company in accordance with management's determination as to the best use of the same for the Company's business plans. Notwithstanding any disclosure document or offering memorandum or prospectus provided concurrent with this subscription, the Company reserves the right at any time to alter its business plans in accordance with management's appreciation of the market for the goods and services of the Company and the best use of the Company's funds to advance its business, whether present or future.

2.4.                    Securities issued at different prices and characteristics. The Subscriber acknowledges that the Company will issue its securities at different prices which may occur sequentially, from time-to-time, or at the same time and prices in the future may be lower than now. The Company will also issue offerings which have warrants, or other benefits, attached and some offerings which do not. Not all subscribers will receive common shares, or other share classes, of the Company at the same price and such may be issued at vastly different prices to that of the Subscriber. For example, however, without limitation, the Company will or may issue securities at nominal prices as 'founders shares' (which may or will constitute millions of securities, as determined solely by the Board) or for developmental assets (which cannot be valued and so may be assigned a nominal v alue on the Company's books) or for services or to attract expertise or management talent or other circumstances considered advisable by the Board. Such issuance at different prices are made by the Board in its judgment as to typical structuring for a company such as the Company, to incentivise, reward and to provide a measure of developmental control, to acquire assets or services which the Board considers necessary or advisable for the Company's development and success and other such considerations in the Board's judgment. The Company may or will acquire debt and/or equity financings in the future required or advisable, as determined by the Board, in the course of the Company's business development. The Subscriber acknowledges these matters, understands that the Subscriber's investment is not necessarily the most advantageous investment in the Company and authorizes the Board now and hereafter to use its judgment to make such issuances whether such issuances are at a lesser, equal or greater price than that of the Subscriber and whether such is prior to, concurrent with or subsequent to the Subscriber's investment herein.

2.5                   Delivery of Share and Warrant certificates. The Company, within 90 calendar days of the Acceptance by its Board of all or part of this subscription Agreement, agrees to deliver to the Subscriber a Share certificate and a Warrant certificate for the accepted number of Units purchased by the Subscriber under this subscription Agreement and registered in the name of the Subscriber.

Article 3
INVESTMENT SUBSCRIPTION TERMS, CORPORATE DISCLOSURE AND GENERAL SUBSCRIBER ACKNOWLEDGEMENTS AND WARRANTIES

3.1                   Description of the Units. The Company is issuing Units at a price of U.S. $0.02 per Unit. The Shares forming part of the Units, together with the Warrant Shares which are issuable upon the exercise of the Warrants, are a part of the common shares of the Company presently authorized. Copies of the constating documents of the Company describing the common shares and the rights of shareholders are available upon request.

- 6 -

3.2                   Release of liability and indemnity. The Subscriber acknowledges and agrees that, in consideration, in part, of the Company's within Acceptance of this subscription, the Subscriber hereby does hereby release, remise and forever discharge each of the Company and its respective subsidiaries, directors, officers, employees, attorneys, agents, executors, administrators, successors and assigns and the Company's Counsel, of and from all manner of action and actions, causes of action, suits, debts, dues, accounts, bonds, covenants, contracts, claims, damages and demands, whether known or unknown, suspected or unsuspected and whether at law or in equity, which against either of the Company and/or any of its respective subsidiaries, directors, officers, employees, attorneys, agents, executors, administrators, successors and assigns and the Company's Counsel, the Subscr iber ever had, now has, or which any of the Subscriber's respective successors or assigns, or any of them hereafter can, shall or may have by reason of any matter arising from the within subscription or the use of funds or the operation of the Company (collectively, the "Release") except only for gross negligence or fraud (and such shall constitute only objective willful act of objective material wrongdoing). The Subscriber shall hold harmless and indemnify the Company from and against, and shall compensate and reimburse the same for, any loss, damage, claim, liability, fee (including reasonable attorneys' fees), demand, cost or expense (regardless of whether or not such loss, damage, claim, liability, fee, demand, cost or expense relates to a third-party claim) that is directly or indirectly suffered or incurred by the Company, or to which the Company becomes subject, and that arises directly or indirectly from, or relates directly or indirectly to, any inaccuracy in or breach of any representation, warranty, covenant or obligation of the Subscriber contained in this Agreement. This Release is irrevocable and will not terminate in any circumstances.

3.3                   The Subscriber's understandings and acknowledgments. The Subscriber acknowledges and agrees that:

(a)        Further financings: the Company may issue further offerings similar to the within Offering which may be at higher or lower prices (as determined by the Company in accordance with its appreciation of market conditions). The Company may, and will, acquire debt and/or equity financings in the future required or advisable in the course of the Company's business development;

(b)        Withdrawal or revocation: this Agreement is given for valuable consideration and shall not be withdrawn or revoked by the Subscriber once tendered to the Company with the Subscription Price;

(c)        Agreement to be bound: the Subscriber hereby specifically agrees to be bound by the terms of this Agreement as to all particulars hereof and hereby reaffirms the acknowledgments, representations and powers as set forth in this Agreement;

(d)        Reliance on Subscriber's representations: the Subscriber understands that the Company will rely on the acknowledgments, representations and covenants of the Subscriber contained herein in determining whether a sale of the Units to the Subscriber is in compliance with applicable securities laws. The Subscriber warrants that all acknowledgments, representations and covenants are true and accurate; and

(e)        Waiver of pre-emptive rights: the Subscriber hereby grants, conveys and vests unto the President of the Company, or unto such other nominee or nominees of the President of the Company as the President of the Company may determine, from time to time, in the President's sole and absolute discretion, as the Subscriber's power of attorney solely for the purpose of waiving any prior or pre-emptive rights which the Subscriber may have to further issues of equity by the Company under applicable corporate and securities laws.

- 7 -

3.4                   The Subscriber's representations, warranties and understandings. The Subscriber acknowledges, represents and warrants to the Company and understands that:

(a)        Not a U.S. Person: if the Subscriber is not a resident of the United States, the Subscriber: (i) is not a U.S. Person (as defined in Rule 902 of Regulation S ("Regulation S") under the United States Securities Act of 1933 (the "U.S. Act"), which definition includes, but is not limited to, any natural person resident in the United States, any corporation or partnership incorporated or organized under the laws of the United States or any estate or trust of which any executor, administrator or trustee is a U.S. Person; (ii) is not purchasing any of the Securities for the account or benefit of any U.S. Person or for offering, resale or delivery for the account or benefit of any U.S. Person or for the account of any person in any jurisdiction other than the jurisdiction set out in the name and address of the Subscriber set forth hereinbelow; and (iii) was not offered a ny Units in the United States and was outside the United States at the time of execution and delivery of this Agreement;

(b)        No registration and sales under Regulation S: the Subscriber acknowledges that the Securitieshave not been registered under the U.S. Act and the Company has no obligation or present intention of filing a registration statement under the U.S. Act in respect of any of the Securities. The Subscriber agrees to resell the Securities only in accordance with the provisions of Regulation S, pursuant to a registration under the U.S. Act or pursuant to an available exemption from such registration, and that hedging transactions involving the Securities may not be conducted unless in compliance with the U.S. Act. The Subscriber understands that any certificate representing the Securitiesmay bear a legend setting forth the foregoing restrictions. The Subscriber un derstands that the Securities are restricted within the meaning of "Rule 144" promulgated under the U.S. Act; that the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Securities by the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and that any sale of the Securities may be made by the Subscriber only in limited amounts in accordance with such terms and conditions;

(c)        No U.S. beneficial interest: if the Subscriber is not a resident of the United States, no U.S. Person, either directly or indirectly, has any beneficial interest in any of the Securities acquired by Subscriber hereunder, nor does the Subscriber have any agreement or understanding (written or oral) with any U.S. Person respecting:

(i)        the transfer or any assignment of any rights or interest in any of the Securities;

(ii)       the division of profits, losses, fees, commissions or any financial stake in connection with this subscription; or

- 8 -

(iii)      the voting of the Securities;

(d)        Experience: the Subscriber has the requisite knowledge and experience in financial and business matters for properly evaluating the risks of an investment in the Company;

(e)        Information: the Subscriber has received all information regarding the Company reasonably requested by the Subscriber;

(f)        Risk: the Subscriber understands that an investment in the Company involves certain risks of which the Subscriber has taken full cognizance, and which risks the Subscriber fully understands;

(g)        Adequacy of information: the Subscriber has been given the opportunity to ask questions of, and to receive answers from, the Company concerning the terms and conditions of the Offering and to obtain additional information necessary to verify the accuracy of the information contained in the information described in paragraph (e) above, or such other information as the Subscriber desired in order to evaluate an investment in the Company;

(h)        Residency and address: the residence of the Subscriber as set forth hereinbelow is the true and correct residence of the Subscriber, the Subscriber has no present intention of becoming a resident or domiciliary of any other jurisdiction and the address as set forth on the last page of this Agreement is the true and correct address of the Subscriber;

(i)        Independent investigation: in making a decision to invest in the Company the Subscriber has relied solely upon independent investigations made by the Subscriber;

(j)        Principal: the Subscriber is purchasing the Units as principal for the Subscriber's own account and not for the benefit of any other person, except as otherwise stated herein, and not with a view to the resale or distribution of all or any of the Units;

(k)        Decision to purchase: the decision of the Subscriber to enter into this Agreement and to purchase Units pursuant hereto has been based only on the representations of this Agreement or based upon the Subscriber's relationship with a director and/or senior officer of the Company. It is not made on other information relating to the Company and not upon any oral representation as to fact or otherwise made by or on behalf of the Company or any other person. The Subscriber agrees that the Company assumes no responsibility or liability of any nature whatsoever for the accuracy, adequacy or completeness of any business plan information which has been created based upon the Company's management experience. In particular, and without limiting the generality of the foregoing, the decision to subscribe for Units has not been influenced by:

(i)        newspaper, magazine or other media articles or reports related to the Company or its business;

(ii)       promotional literature or other materials used by the Company for sales or marketing purposes; or

- 9 -

(iii)      any representations, oral or otherwise, that the Company will become a listed company, that any of the Securitieswill be repurchased or have any guaranteed future realizable value or that there is any certainty as to the success of the Company or the liquidity or value of any of the Securities;

(l)        Advertisements: the Subscriber acknowledges that the Subscriber has not purchased Units as a result of any general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

(m)        Information not received: the Subscriber has not received, nor has the Subscriber requested, nor does the Subscriber have any need to receive, any offering memorandum or any other document (other than financial statements or any other document the content of which is prescribed by statute or regulation) describing the business and affairs of the Company which has been prepared for delivery to, and review by, prospective subscribers in order to assist them in making an investment decision in respect of the Units, and the Subscriber has not become aware of any advertisement in printed media of general and regular paid circulation, radio or television with respect to the distribution of the Units;

(n)        Information received: the Subscriber has had access to such additional information, if any, concerning the Company as the Subscriber has considered necessary in connection with the Subscriber's investment decision to acquire the Units;

(o)        Satisfaction with information received: the Subscriber acknowledges that, to the Subscriber's satisfaction:

(i)        the Subscriber has either had access to or has been furnished with sufficient information regarding the Company and the terms of this investment transaction to the Subscriber's satisfaction;

(ii)       the Subscriber has been provided the opportunity to ask questions concerning this investment transaction and the terms and conditions thereof and all such questions have been answered to the Subscriber's satisfaction; and

(iii)      the Subscriber has been given ready access to and an opportunity to review any information, oral or written, that the Subscriber has requested concurrent with or as a part of this Agreement;

(p)        Economic risk: the Subscriber has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of the Subscriber's investment in and to the Securities, and the Subscriber is able to bear the economic risk of a total loss of the Subscriber's investment in and to any of the Securities;

(q)        Speculative investment: the Subscriber understands that an investment in the Securitiesis a speculative investment and that there is no guarantee of success of the Company's management's plans. Management's plans are an effort to apply present knowledge and experience to project a future course of action which is hoped will result in financial success employing the Company's assets and with the present level of management's skills and of those whom the Company will need to attract (which cannot be assured). Additionally, all plans are capable of being frustrated by new or unrecognized or unappreciated present or future circumstances which can typically not be accurately, or at all, predicted;

- 10 -

(r)        Risk and resale restriction: the Subscriber is aware of the risks and other characteristics of the Securitiesand of the fact that the Subscriber will not be able to resell the Securitiesexcept in accordance with the applicable securities legislation and regulatory policy;

(s)        Representations as to resale: no person has made to the Subscriber any written or oral representations:

(i)        that any person will resell or repurchase any of the Securities;

(ii)       that any person will refund the purchase of any of the Securities;

(iii)      as to the future price or value of any of the Securities; or

(iv)       that any of the Securities will be listed and posted for trading on any stock exchange, over-the-counter or bulletin board market, or that application has been made to list and post any of the Securities for trading on any stock exchange, over-the-counter or bulletin board market; and

the Subscriber will not resell any of the Securitiesexcept in accordance with the provisions of applicable securities legislation and stock exchange, over-the-counter and/or bulletin board market rules;

(t)        Reports and undertakings: if required by applicable securities legislation, policy or order or by any securities commission, stock exchange or other regulatory authority, the Subscriber will execute and otherwise assist the Company in filing such reports, undertakings and other documents as may be reasonably required with respect to the issue of the Units;

(u)        Resale restrictions: the Subscriber has been independently advised as to the applicable hold period imposed in respect of the Securitiesby securities legislation in the jurisdiction in which the Subscriber's resides and confirms that no representation has been made respecting the applicable hold periods for the Securitiesand is aware of the risks and other characteristics of the Securitiesand of the fact that the Subscriber may not be able to resell the Securitiesexcept in accordance with the applicable securities legislation and regulatory policy;

(v)        Age of majority: the Subscriber, if an individual, has attained the age of majority and is legally competent to execute this Agreement and to take all actions required pursuant hereto;

(w)        Authorization and formation of Subscriber: the Subscriber, if a corporation, partnership, trust or other form of business entity, is authorized and otherwise duly qualified to purchase and hold the Securities, and such entity has not been formed for the specific purpose of acquiring Securitiesin this issue. If the Subscriber is one of the aforementioned entities it hereby agrees that, upon request of the Company, it will supply the Company with any additional written information that may be requested by the Company. In addition, the entering into of this Agreement and the transactions contemplated hereby will not result in the violation of any of the terms of and provisions of any law applicable to, or the constating documents, if a corporation, of, the Subscriber or of any agreement, written or oral, to which the Subscriber may be a party or by which the Subscriber may be bound;

- 11 -

(x)        Legal obligation: this Agreement has been duly and validly authorized, executed and delivered by and constitutes a legal, valid, binding and enforceable obligation of the Subscriber;

(y)        Legal and tax consequences: the Subscriber acknowledges that an investment in the Securitiesof the Company may have tax consequences to the Subscriber under applicable law, which the Subscriber is solely responsible for determining, and the Subscriber also acknowledges and agrees that the Subscriber is responsible for obtaining its own legal and tax advice;

(z)        Compliance with applicable laws: the Subscriber knows of no reason (and is sufficiently knowledgeable to determine the same or has sought legal advice) why the delivery of this Agreement, the acceptance of it by the Company and the issuance of the Units to the Subscriber will not comply with all applicable laws of the Subscriber's jurisdiction of residence or domicile, and all other applicable laws, and the Subscriber has no reason to believe that the Subscriber's subscription hereby will cause the Company to become subject to or required to comply with any disclosure, prospectus or reporting requirements or to be subject to any civil or regulatory review or proceeding. In addition, the Subscriber will comply with all applicable securities laws and will assist the Company in all reasonable manner to comply with all applicable securities laws;

(aa)      Encumbrance or transfer of Securities: the Subscriber will not sell, assign, gift, pledge or encumber in any manner whatsoever any of the Securitiesherein subscribed for without the prior written consent of the Company and in accordance with applicable securities legislation;

(ab)      Regulation S: if the Subscriber is not a resident of the United States, the Subscriber further represents and warrants that the Subscriber was not specifically formed to acquire any of the Securities subscribed for in this Agreement in violation of the provisions of Regulation S;

(ac)      Finders' fees: the Subscriber has not retained, employed or introduced any broker, finder or other person who would be entitled to a brokerage commission or finder's fee arising out of the transactions contemplated hereby;

(ad)      Additional Subscriber acknowledgements: the Subscriber acknowledges (on its own behalf and, if applicable, on behalf of those for whom the Subscriber is contracting hereunder) as set forth below:

(i)        it has been furnished with all information, financial and otherwise, concerning the business, affairs and financial position of the Company necessary to make an informed decision to purchase the Unitsand the Subscriber agrees that such information has not been furnished pursuant to any form of written material which is, or may be construed as, an offering memorandum as that term is defined in the securities legislation of any Province of Canada, the securities legislation in the jurisdictions in which the Company is incorporated and conducts business and the securities legislation in the jurisdiction in which the Subscriber is resident (collectively, the "Applicable Securities Legislation" herein) as such legislation is from time to time amended, and the regulations and rules prescribed thereto;

- 12 -

(ii)       the issue of the Units will be made pursuant to exemptions from the registration and prospectus requirements of the Applicable Securities Legislation and therefore:

(A)        the Subscriber is restricted from using certain of the civil remedies available under such legislation and certain protections, rights and remedies provided in such legislation, including statutory rights of rescission or damages, will not be available to the Subscriber;

(B)        the Subscriber may not receive information that might otherwise be required to be provided to the Subscriber under such legislation;

(C)        the Company is relieved from certain obligations that would otherwise apply under such legislation;

(D)        no securities commission or similar regulatory authority has reviewed or passed on the merits of the Securities;

(E)        there is no government or other insurance covering the Securities; and

(F)        there are risks associated with the purchase of the Securities;

(iii)      no prospectus has been filed by the Company with any regulatory authority in connection with the issuance of the Securitiesand the Company has already issued or may issue shares for significantly lesser consideration per share than is being paid by the Subscriber;

(iv)       the constating documents of the Company contain, or may contain at the discretion of the Board, restrictions on the transfer of the Securitieswhich provide that, while the Company is not a public company, no shares may be transferred without the approval of the Board;

(v)        any Subscription Price monies paid by the Subscriber for the Units is being raised as 'seed' or 'risk' capital for the Company in a promotional and speculative stage for whose securities there is no market whatsoever;

(vi)       any Subscription Price monies paid by the Subscriber for the Units are not subject to any restrictions pertaining to the use thereof by the Company and may be used immediately by the Company;

(vii)      this subscription forms part of a larger Offering and is subject only to the Company's Acceptance of this subscription Agreement and the Subscription Price therefore;

(viii)     the sale and delivery of the Units to the Subscriber or to any subscriber on whose behalf the Subscriber is contracting is conditional upon such sale being exempt from the requirement to file a prospectus or to prepare and deliver an offering memorandum under any applicable statute relating to the sale of the Units or upon the issuance of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or preparing and delivering an offering memorandum;

- 13 -

(ix)       the Company may be required to provide applicable securities regulatory authorities with a list setting forth the identities of the beneficial purchasers of the Units and the Subscriber acknowledges and agrees that the Subscriber will provide, on request, particulars as to the identity of such beneficial purchasers as may be required by the Company in order to comply with the foregoing; and

(x)        the Subscriber (or others for whom the Subscriber is contracting hereunder) has been advised to consult its own legal advisors with respect to the merits and risks of an investment in the Securitiesand with respect to applicable resale restrictions and the Subscriber (or others for whom the Subscriber is contracting hereunder) is solely responsible, and the Company is not in any way responsible, for compliance with applicable resale restrictions;

(ae)      Additional Subscriber representations and warranties under Applicable Securities Legislation: if the Subscriber is not a resident of the United States, the Subscriber further represents and warrants to the Company and acknowledges and agrees that the Company will also rely upon the following representations and warranties in determining whether or not to accept this subscription under all Applicable Securities Legislation:

(i)        the Subscriber is purchasing the Units as principal for its own account, not for the benefit of any other person and not with a view to the resale or distribution of all or any of the Units and, by signing and returning the enclosed Appendix "I" - "Subscriber's Certificate", certifies that it {please circle at least one of the following categories and complete the missing information as appropriate}:

(A)        is resident in one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova Scotia, New Brunswick, Newfoundland and Labrador, the Northwest Territories or the Yukon and is a director, senior officer or control person of the Company, or of an affiliate of the Company; or

(B)        is resident in one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova Scotia, New Brunswick, Newfoundland and Labrador, the Northwest Territories or the Yukon and is a spouse, parent, grandparent, brother, sister or child of                                          {insert name}, a director, senior officer or control person of the Company, or of an affiliate of the Company; or

(C)        is resident in one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova Scotia, New Brunswick, Newfoundland and Labrador, the Northwest Territories or the Yukon and is a close personal friend of                                          {insert name}, a director, senior officer or control person of the Company, or of an affiliate of the Company; or

- 14 -

(D)        is resident in one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova Scotia, New Brunswick, Newfoundland and Labrador, the Northwest Territories or the Yukon and is a close business associate of                                          {insert name}, a director, senior officer or control person of the Company, or of an affiliate of the Company; or

(E)        is resident in one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova Scotia, New Brunswick, Newfoundland and Labrador, the Northwest Territories or the Yukon and is a founder of the Company; or

(F)        is resident in one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova Scotia, New Brunswick, Newfoundland and Labrador, the Northwest Territories or the Yukon and is a parent, grandparent, brother, sister, child, spouse, close personal friend or close business associate of                                      {insert name}, a founder of the Company; or

(G)        is a person or company that is wholly-owned by, or a majority of its board of directors is comprised of, any combination of persons or companies described in Section 3.4(ae)(i)(A) to Section 3.4(ae)(i)(F) hereinabove; or

(H)        is a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in Section 3.4(ae)(i)(A) to Section 3.4(ae)(i)(F) hereinabove; or

(I)        is resident in the Province of Ontario and is a founder of the Company, or an affiliate of                                      {insert name}, a founder of the Company; or

(J)        is resident in the Province of Ontario and is a spouse, parent, brother, sister, grandparent or child of                                          {insert name}, an executive officer, director or founder of the Company; or

(K)        is resident in the Province of Ontario and is a control person of the Company; or

(L)        is an "accredited investor" as defined in National Instrument 45-106 - Prospectus and Registration Exemptions ("NI 45-106"); or

(M)        is an individual and will have an aggregate acquisition cost for the Units of not less than Cdn. $150,000; or

(N)        is not an individual but is a corporation, partnership, trust, fund, association or any other organized group of persons that was not created solely, nor used primarily, to permit a group of individuals to purchase securities without a prospectus which will have an aggregate acquisition cost of purchasing the Units of not less than Cdn. $150,000; or

- 15 -

(O)        is an employee, executive officer, director or consultant as defined in NI 45-106 of the Company, of a related entity of the Company or of a permitted assign of one of those persons and the purchase of the Units is voluntary; or

(P)        is resident in an "International Jurisdiction" (being a jurisdiction outside of Canada and the United States) and:

(I)        the Subscriber is knowledgeable of, or has been independently advised as to, the Applicable Securities Legislation of such International Jurisdiction which would apply to this Agreement;

(II)       the Subscriber is purchasing the Units pursuant to an applicable exemption from any prospectus, registration or similar requirements under the Applicable Securities Legislation of such International Jurisdiction, or, if such is not applicable, the Subscriber is permitted to purchase the Units under the Applicable Securities Legislation of the International Jurisdiction without the need to rely on exemptions; and

(III)      the Applicable Securities Legislation of the International Jurisdiction do not require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction;

(ii)       the Subscriber has not relied upon the Company or its directors and officers, or the Company's Counsel or advisors, for investment, legal or tax advice, including advice with respect to the hold period and resale restrictions imposed upon the Securities by the securities legislation in the jurisdiction in which the Subscriber resides, and has, if desired, in all cases sought the advice of the Subscriber's own personal investment advisor, legal counsel and tax advisors, and the Subscriber is either experienced in or knowledgeable with regard to the affairs of the Company or, either alone or with its professional advisors, is capable by reason of knowledge and experience in financial and business matters in general, and investments in particular, of evaluating the merits and risks of an investment in the Securities, and it is able to bear the economic risk of an investment in the < /FONT>Securities and can otherwise be reasonably assumed to have the capacity to protect its own interest in connection with the investment; and

(iii)      the Subscriber understands and acknowledges that the Company is not currently a reporting issuer in any jurisdiction and as a result the hold period to which the Securities are subject will be indefinite in every jurisdiction in which the Securities are issued, until the Company becomes a reporting issuer in such jurisdiction. There is no assurance that the Company will ever become a reporting issuer in the future. The Subscriber further understands that the certificates representing the Securities will bear a legend describing the resale restrictions and the Subscriber agrees to comply with such resale restrictions; and

- 16 -

(af)      Additional Subscriber covenants and agreements: the Subscriber further covenants and agrees that the Company will also rely upon the following covenants and agreements in determining whether or not to accept this subscription under all Applicable Securities Legislation:

(i)        to the extent the law permits, the Subscriber agrees to leave the Subscriber's Share and Warrant certificates for safekeeping with the Company, but may have possession of same upon request, if required for a Registered Retirement Savings Plan (as defined in the Income Tax Act (Canada)) or similar requirements;

(ii)       the Subscriber acknowledges and consents to the collection and retention by the Company of certain information, including personal information, regarding the Subscriber and the Subscriber's subscription, including the Subscriber's name, address, telephone number and e-mail address, the number of Securitiespurchased and any control persons of the Subscriber. The Subscriber acknowledges and agrees that this information will be retained on the share register of the Company which may be available for inspection by the public. The Subscriber further consents and agrees to the release of this information to the securities regulatory authorities as required by law and regulatory policies; and

(iii)      the Subscriber agrees that this Agreement will in no way restrict the Company from obtaining further funds through the sale of equity securities of the Company or otherwise.

3.5                   Company Confidential Information. The Subscriber acknowledges that the Company is presently engaged in the business of acquiring and exploring and developing resource property interests of merit. The Subscriber recognizes the importance of protecting the Company's trade secrets, confidential information and other proprietary information and related rights acquired through the Company's expenditure of time, effort and money. Therefore, in consideration of the Company permitting the Subscriber to submit this subscription and have access to Company information and/or Company confidential information otherwise coming to the Subscriber, the Subscriber agrees to be bound by the following terms and conditions:

(a)        Definitions: for all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, the following words and phrases shall have the following meanings:

(i)         "Confidential Information" includes any of the following:

(A)        any and all versions of the trade names, trade-mark, business plans, products, software, all Developments (as defined below) and all other matters owned or marketed by the Company;

(B)        information regarding the Company's business operation, methods and practices, including marketing strategies, product pricing, margins and hourly rates for staff and information regarding the financial affairs of the Company;

- 17 -

(C)        the names of the Company's clients and the names of the suppliers to the Company, and the nature of the Company's relationships with these clients and suppliers; and

(D)        any other trade secret or confidential or proprietary information in the possession or control of the Company;

however, Confidential Information does not include information which is or becomes generally available to the public without the Subscriber's fault; and

(ii)       "Developments" include all the following related to the products or business of the Company:

(A)        copyright works, software, documentation, data, designs, scripts, photographs, music, reports, flowcharts, trade-marks, specifications, source codes, product designs or formula and any related works, including any enhancements, modifications, or additions to the products owned, marketed or used by the Company; and

(B)        inventions, devices, discoveries, concepts, ideas, algorithms, formulae, know-how, processes, techniques, systems and improvements, whether patentable or not;

developed, created, acquired, generated or reduced to practice by the Company or any person by or for the Company, including the Subscriber;

(b)        Maintaining confidentiality: at all times the Subscriber shall keep in strictest confidence and trust the Confidential Information. The Subscriber shall take all necessary precautions against unauthorized disclosure of the Confidential Information, and the Subscriber shall not, directly or indirectly disclose, allow access to, transmit or transfer the Confidential Information to a third party, nor shall the Subscriber use, copy or reproduce the Confidential Information except as may be reasonably required for the Subscriber with the permission of the Company;

(c)        Return of Confidential Information: at the request of the Company the Subscriber shall immediately return to the Company all materials, including all copies in whatever form, containing the Confidential Information which are in the Subscriber's possession or under the Subscriber's control; and

(d)        No rights to Confidential Information: the Subscriber acknowledges and agrees that the Subscriber shall not acquire any right, title or interest in or to the Confidential Information. Should any interest in the Confidential Information come into the possession of the Subscriber by any means, other than specific written transfer by the Company, the Subscriber hereby assigns and transfers, now and in the future, to the Company, and agrees that the Company shall be the exclusive owner of, all of the Subscriber's right, title and interest to any such throughout the world, including all trade secrets, patent rights, copyrights and all other intellectual property rights therein. The Subscriber further agrees to cooperate fully at all times with respect to signing further documents and doing such acts and other things required by the Company to confirm such transfer of ownership of rights. The Subscriber agrees that the obligations in this section shall continue beyond the issue of any Units hereunder, beyond the ownership of any Units acquired hereunder and beyond the termination of the Subscriber's employment, engagement or association with the Company, for a period of ten years from the date that the Subscriber delivers this Agreement to the Company.

- 18 -

3.6                   Reliance on Subscriber's representations and warranties and indemnification. The Subscriber understands that the Company will rely on the representations and warranties of the Subscriber herein in determining whether a sale of the Units to the Subscriber is in compliance with federal and applicable state and provincial securities laws. The Subscriber hereby agrees to indemnify the Company and its affiliates and hold the Company and its affiliates harmless from and against any and all liability, damage, cost or expense (including reasonable attorney's fees) incurred on account of or arising out of: (i) any inaccuracy in the Subscriber's acknowledgements, representations or warranties set forth in this Agreement; (ii) the disposition of any of the Securitieswhich the Subscriber will receive, contrary to the Subscriber's acknowledgeme nts, representations or warranties in this Agreement or otherwise; (iii) any suit or proceeding based upon the claim that such acknowledgments, representations or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company or its affiliates; and (iv) the Subscriber's failure to fulfill any or all of the Subscriber's obligations herein.

3.7                   Change in Subscriber's representations and warranties. All of the information set forth hereinabove with respect to the Subscriber and including, without limitation, the acknowledgements, representations and warranties set forth hereinabove, is correct and complete as of the date hereof and, if there should be any material change in such information prior to the acceptance of this subscription Agreement by the Company, the Subscriber will immediately furnish the revised or corrected information to the Company.

Article 4
UNITED STATES DECLARATIONS

4.1                   Subscriber's declarations as an "Accredited Investor" if resident in the United States. If applicable and the Subscriber is a resident of the United States, the undersigned Subscriber also warrants and certifies that the Subscriber is an "Accredited Investor", as that term is defined in Section 4(2) of the U.S. Act, and in "Rule 501" of "Regulation D" promulgated thereunder, by virtue of the Subscriber's qualification under one or more of the following categories {please check the appropriate category or categories where applicable}:

c	The Subscriber is a natural person whose individual net worth, or joint net worth with that person's spouse, exceeds U.S. $1,000,000.
c	The Subscriber is a natural person who had an individual income in excess of U.S. $200,000 in each of the two most recent years or joint income with the Subscriber's spouse in excess of U.S. $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year.
c	The Subscriber is a corporation, organization described in section 501(c)(3) of the United States Internal Revenue Code, Massachusetts, or similar business trust or partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess of U.S. $5,000,000.
c	The Subscriber is a trust, with total assets in excess of U.S. $5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is directed by a sophisticated person.

- 19 -

c	The Subscriber is a director or executive officer of the Company.
c	The Subscriber is a "private business development company" as that term is defined in section 202(a)(22) of the United States Investment Advisers Act of 1940.
c	The Subscriber is either: (a) a "bank" as defined in section 3(a)(2) of the U.S. Act, or a "savings and loan association or other institution" as defined in section 3(a)(5)(A) of the U.S. Act, whether acting in its individual or fiduciary capacity; or (b) a broker or dealer registered pursuant to section 15 of the United States Securities Exchange Act of 1934; or (c) an "insurance company" as defined in section 2(13) of the U.S. Act; or (d) an investment company registered under the United States Investment Company Act of 1940 or a "business development company" as defined in section 2(a)(48) of the United States Investment Company Act of 1940; or (e) a small business investment company licensed by the United States "Small Business Administration" under either of subsections 301(c) or (d) of the United States Small Business Investment Act of 1958; or (f) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of U.S. $5,000,000; or (g) an employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary as defined in section 3(21) of the United States Employee Retirement Income Security Act of 1974 which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of U.S. $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.
c	The Subscriber is an entity in which all of the equity owners are accredited investors under one or more of the categories set forth hereinabove.

                        In this regard the Subscriber hereby acknowledges and agrees that one of the requirements of the above-referenced exemption is that the Company and the persons involved in the offering and sale of the relevant securities; and in this case the Units; must have reasonable grounds to believe and, in fact, believe that the Subscriber, whether alone or together with the Subscriber's representative, if any, has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the prospective investment. As a result, and in order to be assured that the offer and sale of Units to the Subscriber as an Accredited Investor will not result in violation of that certain exemption from the registration and prospectus delivery requirement of the U.S. Act specified by the provisions of Section 4(2) of the U.S. Act and Rule 501 and "Rule 506" of Regulation D, the Subscriber is being requested to hereby provide the Company with a completed and executed copy of the Appendix "II" - "Subscriber's Suitability Questionnaire" which is attached hereto.

4.2                   Subscriber's declarations as a non-Accredited Investor. If applicable and the Subscriber is a resident of the United States, the undersigned Subscriber also warrants and certifies that the Subscriber is not an Accredited Investor, as that term may be interpreted in accordance with Section 4(2) of the of the U.S. Act and in Rule 501 of Regulation D promulgated thereunder, however, the Subscriber also warrants and certifies that the Subscriber satisfies one or more of the following categories {please check the appropriate category or categories where applicable}:

c The Subscriber has an annual gross income of at least U.S. $50,000 and a net worth (exclusive of home, home furnishings and automobiles) of at least U.S. $100,000;

- 20 -

c	The Subscriber has, irrespective of annual gross income, a net worth of U.S. $200,000 (determined with the same exclusions specified immediately above); or
c	The Subscriber represents and warrants, in the event of sales to fiduciary accounts, that such conditions are satisfied by the fiduciary, the fiduciary account or the contributor who directly or indirectly furnished the funds for the purchase of the Units.

                        In this regard the Subscriber hereby again acknowledges and agrees that one of the requirements of the above-referenced exemption is that the Company and the persons involved in the offering and sale of the relevant securities; and in this case the Units; must have reasonable grounds to believe and, in fact, believe that the Subscriber, whether alone or together with the Subscriber's representative, if any, has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the prospective investment. As a result, and in order to be assured that the offer and sale of Units to the Subscriber as a non-Accredited Investor will not result in violation of that certain exemption from the registration and prospectus delivery requirement of the U.S. Act specified by the provisions of Sec tion 4(2) of the U.S. Act and Rules 501 and 506 of Regulation D, the Subscriber is being requested to hereby provide the Company with a completed and executed copy of the Appendix "II" - "Subscriber's Suitability Questionnaire" which is attached hereto.

4.3                   Subscriber's reliance on a Representative. If the Subscriber is relying upon the investment advice of a representative who has advised the undersigned in connection with this investment (the "Representative"), the undersigned believes the Representative to be sophisticated and competent in the area of investment advice and analysis and therefore capable of evaluating the risks and merits of an investment in the Units. In this regard, if applicable, and in order to rely on Regulation D under the U.S. Act, the Subscriber is being requested to hereby provide the Company with a completed and executed copy from its Representative of the Appendix "III" - "Subscriber's Representative Questionnaire" which is attached hereto.

Article 5
RESTRICTED SECURITIES AND REGISTRATION

5.1                   No registration. The Subscriber acknowledges and understands that neither the sale of the Units which the Subscriber is acquiring nor any of the Securitiesthemselves have been registered under any Applicable Securities Legislation and, furthermore, that the Securitiesmust be held indefinitely unless subsequently registered under Applicable Securities Legislation or an exemption from such registration is available.

5.2                   Legending of the Securities. The Subscriber also acknowledges and understands that the certificates representing the Securitieswill be stamped with the following legend (or substantially equivalent language) restricting transfer in the following manner:

"These securities have not been registered under the United States Securities Act of 1933, as amended, or the laws of any state, and are being issued pursuant to an exemption from registration pertaining to such securities and pursuant to a representation by the security holder named hereon that said securities have been acquired for purposes of investment and not for purposes of distribution. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, or the availability of an exemption from such registration. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions."

- 21 -

(or)

"These securities have not been registered under the United States Securities Act of 1933, as amended (the "Act"), or the laws of any state, and are being issued in reliance upon Regulation S promulgated under the Act. These securities may not be offered, sold, transferred, pledged or hypothecated in the absence of registration, the availability of an exemption from such registration or compliance with Regulation S. Furthermore, no offer, sale, transfer, pledge or hypothecation is to take place without the prior written approval of counsel to the company. The stock transfer agent has been ordered to effectuate transfers only in accordance with the above instructions.

(and, if applicable)

"Unless permitted under applicable securities legislation, the holder of the securities represented hereby shall not trade the securities before the earlier of (i) the date that is four months and a day after the date the company first became a reporting issuer in any of Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and Saskatchewan, if the company is a sedar filer, and (ii) the date that is four months and a day after the later of (a) the distribution date, and (b) the date the company became a reporting issuer in the local jurisdiction of the subscriber of the securities that are the subject of the trade."

                        The Subscriber hereby consents to the Company making a notation on its records or giving instructions to any transfer agent of the Securitiesin order to implement the restrictions on transfer set forth and described hereinabove.

5.3                   Disposition under Rule 144. The Subscriber also acknowledges and understands that, if the Subscriber is a resident of the United States:

(a)        the Securitiesare restricted securities within the meaning of Rule 144 promulgated under the U.S. Act;

(b)        the exemption from registration under Rule 144 will not be available in any event for at least one year from the date of purchase and payment of the Securitiesby the Subscriber, and even then will not be available unless (i) a public trading market then exists for the common stock of the Company, (ii) adequate information concerning the Company is then available to the public and (iii) other terms and conditions of Rule 144 are complied with; and

(c)        any sale of the Securitiesmay be made by the Subscriber only in limited amounts in accordance with such terms and conditions.

                        In this regard the Subscriber further acknowledges and understands that, without in anyway limiting the acknowledgements and understandings as set forth hereinabove, the Subscriber agrees that the Subscriber shall in no event make any disposition of all or any portion of the Securitieswhich the Subscriber is acquiring hereunder unless and until:

(a)        there is then in effect a "Registration Statement" under the U.S. Act covering such proposed disposition and such disposition is made in accordance with said Registration Statement; or

(b)         (i) the Subscriber shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, (ii) the Subscriber shall have furnished the Company with an opinion of the Subscriber's own counsel to the effect that such disposition will not require registration of any such Securitiesunder the U.S. Act and (iii) such opinion of the Subscriber's counsel shall have been concurred in by counsel for the Company and the Company shall have advised the Subscriber of such concurrence.

- 22 -

Article 6
GENERAL PROVISIONS

6.1                   Address for delivery. Each notice, demand or other communication required or permitted to be given under this Agreement shall be in writing and shall be sent by delivery (electronic or otherwise) or prepaid registered mail deposited in a post office addressed to the Subscriber or the Company at the address specified in this Agreement. The date of receipt of such notice, demand or other communication shall be the date of delivery thereof if delivered, or, if given by registered mail as aforesaid, shall be deemed conclusively to be the fifth day after the same shall have been so mailed, except in the case of interruption of postal services for any reason whatsoever, in which case the date of receipt shall be the date on which the notice, demand or other communication is actually received by the addressee. Either party may at any time and from time to time not ify the other party in writing of a change of address and the new address to which notice shall be given to it thereafter until further change.

6.2                   Severability and construction. Each Article, section, sub-section, paragraph, sub-paragraph, term and provision of this Agreement, and any portion thereof, shall be considered severable, and if, for any reason, any portion of this Agreement is determined to be invalid, contrary to or in conflict with any applicable present or future law, rule or regulation, that ruling shall not impair the operation of, or have any other effect upon, such other portions of this Agreement as may remain otherwise intelligible (all of which shall remain binding on the parties and continue to be given full force and agreement as of the date upon which the ruling becomes final).

6.3                   Gender and number. This Agreement is to be read with all changes in gender or number as required by the context.

6.4                   Governing law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, U.S.A., and the federal laws of the United States applicable therein. Any dispute regarding matters as between the Subscriber and the Company, whether as a subscriber or shareholder and whether arising under this Agreement or pursuant to shareholder rights pursuant to the constating documents of the Company or applicable law, shall be adjudicated in the Courts of the State of Nevada, U.S.A., unless the Company shall permit otherwise.

6.5                   Representation and costs. It is hereby acknowledged by each of the parties hereto that the Company's Counsel acts solely for the Company, and, correspondingly, that the Subscriber has been required by each of the Company's Counsel and the Company to obtain independent legal advice with respect to the Subscriber's review and execution of this Agreement. In addition, it is hereby further acknowledged and agreed by the parties hereto that the Company's Counsel, and certain or all of its principal owners or associates, from time to time, may have both an economic or shareholding interest in and to the Company and/or a fiduciary duty to the same arising from either a directorship, officership or similar relationship arising out of the request of the Company for certain of such persons to act in a similar capacity while acting for the Co mpany as counsel. Correspondingly, and even where, as a result of this Agreement, the consent of each party hereto to the role and capacity of the Company's Counsel and its principal owners and associates, as the case may be, is deemed to have been received, where any conflict or perceived conflict may arise, or be seen to arise, as a result of any such capacity or representation, each party hereto acknowledges and agrees to, once more, obtain independent legal advice in respect of any such conflict or perceived conflict and, consequent thereon, the Company's Counsel, together with any such principal owners or associates, as the case may be, shall be at liberty at any time to resign any such position if it or any party hereto is in any way affected or uncomfortable with any such capacity or representation. Each party to this Agreement will also bear and pay its own costs, legal and otherwise, in connection with its respective preparation, review and execution of this Agreement and, in particular, that the costs involved in the preparation of this Agreement, and all documentation necessarily incidental thereto, by the Company's Counsel, shall be at the cost of the Company.

- 23 -

6.6                   Survival of representations and warranties. The covenants, representations and warranties contained herein shall survive the closing of the transactions contemplated hereby.

6.7                   Counterparts. This Agreement may be signed by the parties hereto in as many counterparts as may be necessary, each of which so signed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding the date of execution will be deemed to bear the execution date as set forth in this Agreement. This Agreement may also be executed and exchanged by facsimile and such facsimile copies shall be valid and enforceable agreements.

6.8                   Entire Agreement and amendments. This Agreement constitutes the only agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior negotiations and understandings. There are no collateral agreements or understandings hereto and this Agreement, and the documents contemplated herein, constitutes the totality of the parties' agreement. This Agreement may be amended or modified in any respect by written instrument only.

6.9                   Corrections. The Subscriber hereby authorizes the Company to correct any minor errors in, or complete any minor information missing from, any of this Agreement and each of Appendix "I" - "Subscriber's Certificate", Appendix "II" - "Subscriber's Suitability Questionnaire" and Appendix "III" - "Subscriber's Representative Questionnaire" to this Agreement, which may be required to be completed and executed by the Subscriber and delivered to the Company in accordance with the terms and conditions of this Agreement.

6.10                 Successors and assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Subscriber, the Company and their respective successors and lawfully permitted assigns; provided that, except as herein provided, this Agreement shall not be assignable by any party without the written consent of the other. The benefit and obligations of this Agreement, insofar as they extend to or affect the Subscriber, shall pass with any assignment or transfer of any of the Units in accordance with the terms of this Agreement.

                        IN WITNESS WHEREOF the Parties hereto have hereunto set their respective hands and seals in the presence of their duly authorized signatories effective as at the dates below written.

                        Subscription by Subscriber:

                        SUBSCRIBER'S STATEMENT - the Subscriber is a sophisticated investor, the Subscriber has sought such independent counsel as the Subscriber considers necessary and the Subscriber has read this Agreement carefully and accepts, agrees and acknowledges the representations and terms thereof in full and without exception and agrees that this Agreement constitutes the entire agreement between the Company and the Subscriber and that there are no collateral representations or agreements between the same.

- 24 -

                        Dated at __________, __________, on this _____ day of __________, 200__.

______________________________
   Name of Subscriber - please print By: __________________________
Official Capacity or Title - please print


______________________________
            Signature of Subscriber


______________________________
Please print name of individual whose signature appears above if different than the name of the Subscriber printed above ______________________________
            Subscriber's Address ______________________________



______________________________
     Subscriber's Telephone Number


______________________________
     Subscriber's Facsimile Number

______________________________
     Subscriber's E-mail address

                        Acceptance by the Company:

                        HARBORSIDE VENTURES, INC. hereby accepts the above subscription by the Subscriber on this _____ day of __________, 200__.

The COMMON SEAL of
HARBORSIDE VENTURES, INC.,
the Company herein,
was hereunto affixed in the presence of:
______________________________
Authorized Signatory )
)
)
)
)
)
) (C/S)

__________

Appendix "I"

TO THE SEED CAPITAL UNIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT OF HARBORSIDE VENTURES, INC.

SUBSCRIBER'S CERTIFICATE

                        In addition to the covenants, representations and warranties contained in the "Seed Capital Unit Private Placement Subscription Agreement" of the Company, to which this Appendix "I" - "Subscriber's Certificate" is attached, the undersigned Subscriber covenants, represents and warrants to the Company that the Subscriber is purchasing the Units as principal, that the Subscriber is resident in the jurisdiction set out on the execution page thereof and that the Subscriber:

1.        is an "accredited investor", as defined in National Instrument 45-106 - Prospectus and Registration Exemptions by virtue of being {please check the appropriate category or categories where applicable}:

c	(a)	a Canadian financial institution, or an authorized foreign bank listed in Schedule III of the Bank Act (Canada);
c	(b)	the Business Development Bank incorporated under the Business Development Bank Act (Canada);
c	(c)	a subsidiary of a person referred to in paragraphs (a) or (b), if the person owns all of the voting shares of the subsidiary, except the voting securities required by law to be owned by directors of that subsidiary;
c	(d)	a person registered under the securities legislation of a jurisdiction of Canada as an adviser or dealer, other than a person registered solely as a limited market dealer under one or both of the Securities Act (Ontario) or the Securities Act (Newfoundland and Labrador);
c	(e)	an individual registered or formerly registered under the securities legislation of a jurisdiction of Canada as a representative of a person referred to in paragraph (d);
c	(f)	the Government of Canada or a jurisdiction of Canada, or any crown corporation, agency or wholly owned entity of the Government of Canada or a jurisdiction of Canada,;
c	(g)	a municipality, public board or commission in Canada and a metropolitan community, school board, the Comité de gestion de la taxe scolaire de l'île de Montréal or an intermunicipal management board in Québec;
c	(h)	any national, federal, state, provincial, territorial or municipal government of or in any foreign jurisdiction, or any agency of that government;
c	(i)	a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions (Canada) or a pension commission or similar regulatory authority of a jurisdiction of Canada;

- 2 -

c	(j)	an individual who, either alone or with a spouse, beneficially owns, directly or indirectly, financial assets having an aggregate realizable value that before taxes, but net of any related liabilities, exceeds $1,000,000;
c	(k)	an individual whose net income before taxes exceeded $200,000 in each of the two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year;
c	(l)	an individual who, either alone or with a spouse, has net assets of at least $5,000,000;
c	(m)	a person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements;
c	(n)	an investment fund that distributes or has distributed its securities only to
		(i)	a person that is or was an accredited investor at the time of the distribution;
		(ii)	a person that acquires or acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] and 2.19 of National Instrument 45-106 - Prospectus and Registration Exemptions [Additional investment in investment funds]; or
		(iii)	a person described in paragraph (i) or (ii) that acquires or acquired securities under section 2.18 of National Instrument 45-106 - Prospectus and Registration Exemptions [Investment fund reinvestment];
c	(o)	an investment fund that distributes or has distributed securities under a prospectus in a jurisdiction of Canada for which the regulator or, in Québec, the securities regulatory authority, has issued a receipt,
c	(p)	a trust company or trust corporation registered or authorized to carry on business under the Trust and Loan Companies Act (Canada) or under comparable legislation in a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a fully managed account managed by the trust company or trust corporation, as the case may be;
c	(q)	a person acting on behalf of a fully managed account managed by that person, if that person
		(i)	is registered or authorized to carry on business as an adviser or the equivalent under the securities legislation of a jurisdiction of Canada or a foreign jurisdiction, and
		(ii)	in Ontario, is purchasing a security that is not a security of an investment fund;
c	(r)	a registered charity under the Income Tax Act (Canada) that, in regard to the trade, has obtained advice from an eligibility adviser or an adviser registered under the securities legislation of the jurisdiction of the registered charity to give advice on the securities being traded;

- 3 -

c	(s)	an entity organized in a foreign jurisdiction that is analogous to any of the entities referred to in paragraphs (a) to (d) or paragraph (i) in form and function;
c	(t)	a person in respect of which all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors;
c	(u)	an investment fund that is advised by a person registered as an adviser or a person that is exempt from registration as an adviser; or
c	(v)	a person that is recognized or designated by the securities regulatory authority or, except in Ontario and Québec, the regulator as
		(i)	an accredited investor, or
		(ii)	an exempt purchaser in Alberta or British Columbia.

OR

2.         is resident in one of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Quebec, Prince Edward Island, Nova Scotia, New Brunswick, Newfoundland and Labrador, the Northwest Territories or the Yukon and is {please check the appropriate category or categories where applicable and complete the missing information as appropriate}:

c	(a)	a director, senior officer or control person of the Company, or of an affiliate of the Company; or
c	(b)	a spouse, parent, grandparent, brother, sister or child of                                    (insert name), a director, senior officer or control person of the Company, or of an affiliate of the Company; or
c	(c)	a close personal friend of                                    (insert name), a director, senior officer or control person of the Company, or of an affiliate of the Company; or
c	(d)	a close business associate of                                    (insert name), a director, senior officer or control person of the Company, or of an affiliate of the Company; or
c	(e)	a founder of the Company; or
c	(f)	a parent, grandparent, brother, sister, child, spouse, close personal friend or close business associate of                                    (insert name), a founder of the Company; or
c	(g)	a person or company that is wholly-owned by, or a majority of its board of directors is comprised of, any combination of persons or companies described in Section (a) to (f) above; or
c	(h)	a trust or estate of which all of the beneficiaries or a majority of the trustees are persons or companies described in Section (a) to (f) above.

- 4 -

OR

3.         is resident in the Province of Ontario and is {please check the appropriate category or categories where applicable and complete the missing information as appropriate}:

c	(a)	a founder of the Company, or an affiliate of                                    (insert name), a founder of the Company; or
c	(b)	a spouse, parent, brother, sister, grandparent or child of                                    (insert name), an executive officer, director or founder of the Company; or
c	(c)	a control person of the Company.

OR

4.         as defined in National Instrument 45-106 - Prospectus and Registration Exemptions{please check the category where applicable}:

c an employee, executive officer, director or consultant of the Company, of a related entity of the Company or of a permitted assign of one of those persons and the purchase of the Units is voluntary.

OR

5.         {please check the appropriate category or categories where applicable}:

(a)	an individual and will have an aggregate acquisition cost for the Units of not less than $150,000; or
(b)	not an individual but is a corporation, partnership, trust, fund, association or any other organized group of persons that was not created solely, nor used primarily, to permit a group of individuals to purchase securities without a prospectus which

will have an aggregate acquisition cost of purchasing the Units of not less than $150,000.

                        Dated at __________, __________, on this _____ day of __________, 200__.

______________________________
   Name of Subscriber - please print By: __________________________
Official Capacity or Title - please print


______________________________
            Signature of Subscriber


______________________________
            Subscriber's Address ______________________________



______________________________
     Subscriber's Telephone Number

- 5 -

______________________________
Please print name of individual whose signature appears above if different than the name of the Subscriber printed above ______________________________
     Subscriber's Facsimile Number

______________________________
     Subscriber's E-mail address

__________

Appendix "II"

TO THE SEED CAPITAL UNIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT OF HARBORSIDE VENTURES, INC.

SUBSCRIBER'S SUITABILITY QUESTIONNAIRE

                        In addition to the covenants, representations and warranties contained in the "Seed Capital Unit Private Placement Subscription Agreement" of the Company, to which this Appendix "II" - "Subscriber's Suitability Questionnaire" is attached, the undersigned Subscriber covenants, represents and warrants to the Company as follows.

                        Name of Subscriber:                                                                                 .

                        Instructions: This "Subscriber's Suitability Questionnaire" (the "Questionnaire") is being provided to each potential subscriber (each a "Subscriber") who has indicated an interest in purchasing "Units" in the capital stock of Harborside Ventures, Inc., a Nevada corporation (the "Company"). The purpose of this Questionnaire is, in part, to allow the Company to have complete information about the Subscriber and, in addition, to assure the Company that it may rely on, if applicable, the exemption from the registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Act"), afforded by Section 4(2) of the U.S. Act and "Rule 501" and "Rule 506" of "Regulation D" promulgated thereunder (the "Regulation"). The Regulation requires that, in order for an iss uer, such as the Company, of securities, such as the Units, to rely on the exemption afforded thereby, the Company may only sell the Units to "Accredited Investors". Eligibility is determined, among other things, by the ability of the Subscriber either alone or with his representative to evaluate the merits and risks of an investment in the Units, based on his knowledge and experience in financial and business matters, or by certain financial criteria.

                        If the answer to any question is "None" or "Not Applicable" please so state. If you are acting as agent for a corporation, partnership, trust or other entity, any reference to the term "you" shall mean such corporation, partnership, trust or other entity.

                        Your answers will at all times be kept strictly confidential. However, by signing this Questionnaire the Subscriber agrees that the Company may present this Questionnaire to such parties as may be appropriate if called upon to verify the information provided or to establish the availability of an exemption from registration of the private placement under the federal or state securities laws or if the contents are relevant to issue in any action, suit or proceeding to which the Company is a party or by which it is or may be bound. A false statement by the Subscriber may constitute a violation of law, for which a claim for damages may be made against the Subscriber and, if applicable, its representative. Otherwise, your answers to this Questionnaire will be kept strictly confidential.

                        This Questionnaire does not constitute an offer of Units by the Company, but is merely a request for information.

                        Please complete the following Questionnaire fully, attaching additional sheets if necessary.

- 2 -

1.                      Individuals

                        Please complete the following information if you are investing as an individual or jointly with another individual:

Name: ________________________.

Spouse's full name, if jointly held: ________________________.

Date of birth: ________________________.

Citizenship: ________________________.

Permanent home address: ________________________
________________________________________________

Marital status: ________________________.

Address for notices: ________________________
________________________________________________

Home telephone number: ________________________.

Business telephone number: ________________________.

Social security or tax identification number: ________________________.

Occupation or profession: ________________________.

Are you purchasing Units for your own account?

Yes                                 No                

If you are not purchasing Units for your own account, please complete the following:

(a)       capacity in which you are purchasing Units (e.g.,: agent, representative, administrator, trustee, etc.)

_________________________________________________________________.

(b)       name, address and home and business telephone numbers of person(s) you represent:

_________________________________________________________________.

_________________________________________________________________.

(c)       Please attach evidence of authority authorizing you to represent each person.

2.                      Corporations and other entities

                        Please complete the following information if you are investing as a corporation, partnership, trust or other entity:

- 3 -

Name and address of entity: ________________________.
________________________________________________.

State and year of organization: ________________________.

________________________________________________.

Employer identification number: ________________________..

Business activities: ________________________.
________________________________________________..

(a)        Has the corporation, partnership, trust or other entity been formed for the specific purpose of purchasing Units?

Yes                                 No                

(b)        Does the corporation, partnership, trust or other entity have total assets in excess of $5,000,000?

Yes                                 No                

(c)        Has the corporation, partnership, trust or other entity been in existence for less than 90 days prior to the date hereof?

Yes                                 No                

(d)        Indicate the number of shareholders, partners, beneficiaries or other holders of beneficial interest of the corporation, partnership, trust or other entity:                                              .

(e)        Does the Subscriber, any relative, spouse or relative of the Subscriber who has the same residence as the Subscriber and any trust or estate described in question "(f)" immediately hereinbelow collectively hold more than 50% of the equity securities (excluding directors' qualifying shares) or equity interests of the investing corporation, partnership or other entity?

Yes                                 No                

(f)        Do the Subscriber and the persons and entities specified in question "(e)" immediately hereinabove above collectively hold more than 50% of the beneficial interest (excluding contingent interests) of the investing trust or estate?

Yes                                 No                

3.                      All subscribers

Please answer each of the following questions:

For purposes of this Questionnaire the following definitions shall apply:

(i) "income" shall mean adjusted gross income as reported for federal tax purposes reduced by (a) any deduction for long term capital gain, (b) any deduction for depletion, (c) any exclusion for interest and (d) any losses allocated to purchaser as an individual; and

- 4 -

(ii)"net worth" shall mean the total assets in excess of liabilities, as determined in accordance with generally accepted accounting principles, except that if any such assets have been depreciated, then the amount of the depreciation regarding any particular asset may be added to the depreciated cost of that asset to determine total assets; provided, however, that the amount of any such depreciation may be added only to the extent that the amount resulting after adding such depreciation does not exceed the fair market value of that asset.

(a)        Is your net worth, excluding the value of your principal residence, home furnishings and automobiles, more than $200,000?

Yes                                 No                

(b)        Is your net worth, jointly with your spouse and inclusive of the value of your principal residence, home furnishings and automobiles, at least $1,000,000?

Yes                                 No                

(c)        If you are purchasing Units as an individual, has your income from all sources exceeded $200,000 in each of the two years preceding the date you will sign this Questionnaire?

Yes                                 No                

(d)        If you are purchasing Units as an individual, did you and your spouse have joint income from all sources exceeding $300,000 in each of the two years preceding the date you will sign this Questionnaire?

Yes                                 No                

(e)        If you are purchasing Units as an individual and have had income from all sources of $200,000 for each of the two years preceding the date you will sign this Questionnaire, or you and your spouse have had joint income of $300,000 for each of the two years preceding the date you will sign this Questionnaire, do you reasonably expect your joint income from all sources to be equal to or exceed such amounts for the current year?

Yes                                 No                

(f)As a non-accredited investor, you have an individual or joint income in the prior two years and a projected income for the current year as follows:

2002 $__________;   2003 $__________;   2004 $__________

(g)        Do you anticipate that your current amount of income will change in the foreseeable future?

Yes                                 No                

If so, when, why and to what amount will that income change?:

- 5 -

______________________________________________________________
______________________________________________________________.

(h)        Does your proposed purchase of Units exceed:

____ 10% of your net worth (excluding home, furnishings and automobiles)?

____ 20% of your net worth (excluding home, furnishings and automobiles)?

(i)        Do you have a prior close business or personal relationship with the Company or any of its officers, directors or principal (10% or more) shareholders?

Yes                                 No                

If "Yes," please describe the nature of the relationship:

______________________________________________________________
______________________________________________________________.

(j)        Are you aware that the proposed offering of Units is intended to be a long-term investment?

Yes                                 No                

(k)        Please indicate the general, business or professional education and degrees received by you (or, if the Subscriber is a corporation, partnership, trust or other entity, by the person completing this Questionnaire on its behalf).

School                       Degree                       Year Received

______________________________________________________________
______________________________________________________________
______________________________________________________________.

(l)        Investment experience:

(i)       Frequency of investment in market securities:

Often                  Occasionally                  Seldom                  Never           

(ii)      Frequency of investment in commodities futures:

Often                  Occasionally                  Seldom                  Never           

(iii)     Frequency of investment in options:

Often                  Occasionally                  Seldom                  Never           

(iv)      Frequency of investment in options:

Often                  Occasionally                  Seldom                  Never           

- 6 -

(v)       Frequency of investment in securities purchased on margin:

Often                  Occasionally                  Seldom                  Never           

(vi)      Have you purchased securities sold in reliance on the private offering exemptions from registration pursuant to the U.S. Act or any state laws during the past three years?

Yes                                 No                

If you answered "Yes," please provide the following information:

                      Nature of                      Business                     Total amount
Year               Security                       of issuer                        invested

______________________________________________________________
______________________________________________________________
______________________________________________________________.

(m)        Please describe your principal business activities (or the business activities of the corporation, partnership, trust or entity) during the past five years:

______________________________________________________________
______________________________________________________________.

(n)        Have you previously invested in a development stage company?

Yes                                 No                

(o)        Do you believe you have sufficient knowledge and experience in financial and business affairs that you can evaluate the merits and risks of a purchase of Units?

Yes                                 No                

(p)        Do you believe you have sufficient knowledge of investments in general, and investments similar to a purchase of Units in particular, to evaluate the risks associated with a purchase of Units?

Yes                                 No                

(q)

(1)        In evaluating the merits and risks of this investment, do you intend to rely upon the advice of a representative (the "Representative")?

Yes                                 No                

If you answered "Yes," please identify such person and indicate his or her business address and telephone number. Any person offering such advice must complete and return one copy of the "Subscriber's Representative Questionnaire" which immediately follows this Questionnaire.

___________________________________________________________
___________________________________________________________
___________________________________________________________.

- 7 -

(2)        You hereby acknowledge that the Representative identified above, if any, may receive a sales commission or other compensation in connection with your purchase of Units (if permitted by state and federal securities laws), and that you have been informed that you will receive written notification of such amounts to be paid before acceptance of this subscription.

(r)        Will any of the money you will use to purchase the Units be borrowed from lenders outside of the United States of America?

Yes                                 No                

(s)        Do you understand that there will be substantial restrictions on your ability to resell any Units you purchase and that, in any event, you will not be able to resell any Units purchased unless an exemption from registration or qualification is available pursuant to the U.S. Act and the securities laws of the various states and other appropriate jurisdictions.

Yes                                 No                

                        You hereby acknowledge that the foregoing statements are true and accurate to the best of your information and belief and that you will promptly notify the Company of any changes in the foregoing answers. You further acknowledge that you have requested and hereby authorize the individual named in question "(p)" hereinabove, if any, to act as your Representative in connection with the evaluation of the merits and risks of a prospective purchase of Units by you (or the purchasing corporation, partnership, trust or other entity) and you have read and understood the Subscriber's Representative Questionnaire delivered to you herewith.

                        Dated at __________, __________, on this _____ day of __________, 200__.

______________________________
   Name of Subscriber - please print By: __________________________
Official Capacity or Title - please print


______________________________
            Signature of Subscriber


______________________________
Please print name of individual whose signature appears above if different than the name of the Subscriber printed above ______________________________
            Subscriber's Address ______________________________



______________________________
     Subscriber's Telephone Number


______________________________
     Subscriber's Facsimile Number

______________________________
     Subscriber's E-mail address

__________

Appendix "III"

TO THE SEED CAPITAL UNIT PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT OF HARBORSIDE VENTURES, INC.

SUBSCRIBER'S REPRESENTATIVE QUESTIONNAIRE

                        In addition to the covenants, representations and warranties contained in the "Seed Capital Unit Private Placement Subscription Agreement" of the Company, to which this Appendix "III" - "Subscriber's Representative Questionnaire" is attached, the undersigned Subscriber and its Representative covenants, represents and warrants to the Company as follows.

                        Name of Subscriber:                                                                               .

                        Instructions: This "Subscriber's Representative Questionnaire" (the "Questionnaire") is being sent to each potential subscriber who has indicated an interest in purchasing "Units" in the capital stock of Harborside Ventures, Inc., a Nevada corporation (the "Company"). The purpose of this Questionnaire is, in part, to allow the Company to have complete information about the subscriber and, in addition, to assure the Company that it may rely on, if applicable, the exemption from the registration requirements under the United States Securities Act of 1933, as amended (the "U.S. Act") afforded by "Regulation D" promulgated thereunder (the "Regulation"). The Regulation requires that, in order for an issuer, such as the Company, of securities, such as the Units, to rely on the exemption afforded thereby, the Company may only sell the Units to "Accredited Investors". Eligibility is determined, among other things, by the ability of the Subscriber either alone or with his representative (herein the "Representative") to evaluate the merits and risks of an investment in the Units, based on his knowledge and experience in financial and business matters, or by certain financial criteria.

                        If the answer to any question is "None" or "Not Applicable" please so state.

                        Your answers will at all times be kept strictly confidential. However, by signing this Questionnaire, the Representative agrees that the Company may present this Questionnaire to such parties as may be appropriate if called upon to verify the information provided or to establish the availability of an exemption from registration of the private placement under the federal or state securities laws or if the contents are relevant to issue in any action, suit or proceeding to which the Company is a party or by which it is or may be bound. A false statement by the Representative may constitute a violation of law, for which a claim for damages may be made against the Representative and, if applicable, the Subscriber.

                        This Questionnaire does not constitute an offer of Units by the Company, but is merely a request for information.

                        Please complete the following Questionnaire fully, attaching additional sheets if necessary.

1.                   Name: ____________________________________.

Age: ____________________________________.

Business Address: ____________________________________
__________________________________________________    .

Telephone Number: ____________________________________.

- 2 -

2.                      Present occupation or position, indicating period of such practice or employment and field of professional specialization, if any:

______________________________________________________________.
______________________________________________________________.

3.                      List any business or professional education, including degrees received, if any.

______________________________________________________________.
______________________________________________________________.

4.                      Have you had prior experience in advising clients with respect to investments of this type?

Yes                                 No                

5.                      List any professional licenses or registrations, including bar admissions, accounting certifications, real estate brokerage licenses, and SEC or state broker-dealer registrations held by you.

______________________________________________________________.
______________________________________________________________.

6.                      Describe generally any business, financial or investment experience that would help you to evaluate the merits and risks of this investment.

______________________________________________________________.
______________________________________________________________.

7.                      State how long you have known the Subscriber and in what capacity.

______________________________________________________________.
______________________________________________________________.

8.                      Except as set forth in subparagraph (a) below, neither I nor any of my affiliates have any material relationship with the above-noted Company, its directors, officers, shareholders or attorneys; no such material relationship has existed at any time during the previous two years; and no such material relationship is mutually understood to be contemplated.

(a)     ______________________________________________________________
__________________________________________________________________.

(b)       If a material relationship is disclosed in subparagraph (a) above, indicate the amount of compensation received as a result of such relationship.

______________________________________________________________.
______________________________________________________________.

9.                      In advising the Subscriber in connection with Subscriber's prospective investment in the Company, I will be relying in part on the Subscriber's own experience in certain areas.

Yes                                 No                

- 3 -

10.                    In advising the Subscriber in connection with the Subscriber's prospective investment in the Company, I will be relying in part on the expertise of an additional representative or representatives.

Yes                                 No                

                        If "Yes," give the name and address of such additional representative or representatives.

______________________________________________________________.
______________________________________________________________.

                        I understand that the Company will be relying on the accuracy and completeness of my responses to the foregoing questions, and I represent and warrant to the Company as follows:

(a)        I am acting as Representative for the Subscriber in connection with the Subscriber's prospective investment in the Company;

(b)        the answers to the above questions are complete and correct and may be relied upon by the Company in determining whether the offering in connection with which I have executed this Questionnaire is exempt from registration under the U.S. Act pursuant to the Regulation or otherwise;

(c)        I will notify the Company immediately of any change in any statement made herein occurring prior to the closing of any purchase by the Subscriber of an interest in the proposed investment;

(d)        I am not an affiliate, director, officer or other employee of the Company or any of its subsidiaries or affiliates or a beneficial owner of 10% or more of any class of the equity securities of the Company or any of its subsidiaries or affiliates;

(e)        I have disclosed to the Subscriber in writing, prior to the Subscriber's acknowledgment of me as his/her Representative, any material relationship with the Company or its affiliates disclosed in answer to Question 8 above; and

(f)        I personally (or together with the Subscriber or the additional representative or representatives indicated above) have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of the Subscriber's prospective investment in the Company.

                        Dated at __________, __________, on this _____ day of __________, 200__.

____________________________________
Name of Representative - please print        

____________________________________
Signature of Representative          

End of Seed Capital Unit Private Placement Subscription Agreement

__________

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form SB-2 of our report dated September 11, 2007 relating to the financial statements of Harborside Ventures Inc. appearing in the Prospectus which is part of this Registration Statement and to the reference to our firm under the caption "Interest of Named Experts and Counsel" in such Prospectus.

"DMCL"
Dale Matheson Carr-Hilton LaBonte LLP
Chartered Accountants

Vancouver, Canada
October 4, 2007

EX-23.2

EXHIBIT 23.2

Larry W. Carlyle, P. Geo., F.G.A.C.
74 Tamarack Drive
Whitehorse, Yukon Y1A 4Y6
Canada

October 4, 2007


U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549


Re:       Harborside Ventures, Inc. - Form SB-2 Registration Statement


Dear Sirs and Madames:


As a consulting geologist I hereby consent to the inclusion or incorporation by reference in the Form SB-2 Registration Statement for Harborside Ventures, Inc., dated on or about October 4, 2007, and thereafter, and for any amendment in connection therewith, of the following:

• My report entitled "Summary Report on the DIO Claims NTS 105 D/14 for Harborside Ventures, Ltd.", dated December 2006, which was prepared by me for Harborside Ventures, Inc.

In addition, I hereby consent to the reference to my name included in the referenced Form SB-2 Registration Statement for Harborside Ventures, Inc.

Yours truly,

/s/ Larry W. Carlyle
______________________________
Larry W. Carlyle, P. Geo., F.G.A.C.