================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 AMENDMENT #2 TO
                                    FORM SB-2
                           SEC FILE NUMBER: 333-130906


                        FAIRVIEW ENERGY CORPORATION, INC.
                        ---------------------------------
             (Exact name of Registrant as specified in its charter)

   NEVADA                 4911                   Applied For
-------------   ---------------------------   ----------------
(State or other    Standard Industrial          IRS Employer
jurisdiction of      Classification             Identification
incorporation or                                Number
organization)

Fairview Energy Corporation, Inc.
Bruce Velestuk, President
585 Milsom Wynd
Delta, British Columbia
Canada                                          V4M 2T6
------------------------------                 ----------
(Name and address of principal                 (Zip Code)
executive offices)

Registrant's telephone number,
including area code:                           (604)943-5200
Fax:                                           (604)943-5209
                                               --------------

Approximate date of commencement of
Proposed sale to the public:               as soon as practicable after
                                           the effective date of this
                                           Registration Statement.

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

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

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

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

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following. |__|



CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------
TITLE OF EACH                   PROPOSED      PROPOSED
CLASS OF                        MAXIMUM       MAXIMUM
SECURITIES                      OFFERING      AGGREGATE    AMOUNT OF
TO BE          AMOUNT TO BE     PRICE PER     OFFERING     REGISTRATION
REGISTERED     REGISTERED       SHARE (1)     PRICE (2)    FEE (2)
-----------------------------------------------------------------------
Common Stock   $1,478,500        $0.40          $1,478,500   $174.02
-----------------------------------------------------------------------

(1) Based on the last sales price on September 26, 2005
(2) Estimated solely for the purpose of calculating the registration
    fee in accordance with Rule 457(o) under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT  SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY  STATES THAT THIS REGISTRATION  STATEMENT
SHALL  THEREAFTER  BECOME  EFFECTIVE  IN  ACCORDANCE  WITH  SECTION  8(a) OF THE
SECURITIES  ACT OF  1933  OR  UNTIL  THE  REGISTRATION  STATEMENT  SHALL  BECOME
EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.


          SUBJECT TO COMPLETION, Dated April 5, 2006



Agent for service of process: Empire Stock Transfer Inc.
                              7251 West Lake Mead Boulevard, Suite 300
                              Las Vegas, Nevada, 89128
                              Telephone:  702-562-4091

                                       2



                                PROSPECTUS
                    Fairview Energy Corporation, Inc.
                             3,696,250 SHARES
                               COMMON STOCK
                             ----------------
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus.

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

The purchase of the securities  offered through this prospectus  involves a high
degree of risk. See section entitled "Risk Factors" on pages 6 - 10.

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

The  selling  shareholders  will sell our  shares  at $0.40 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately  negotiated  prices. We determined this offering price based
upon the  price of the last  sale of our  common  stock to  investors.  While we
intend to apply to have our stock trade on the OTC Bulletin Board  following the
effectiveness  of our  registration  statement,  our  common  stock  may  not be
accepted for quotation.

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

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

           The Date Of This Prospectus Is: April 5, 2006

                                       3


                                Table Of Contents
                                                                     PAGE

Summary .......................................................         5
Risk Factors  .................................................         7
-        If we do not obtain additional financing, our business
         will fail................................................      7
-        Because we have not commenced business operations, we
         face a high risk of business failure ....................      7
-        Because our continuation as a going concern is in doubt,
         we will be forced to cease business operations unless we can
         generate profitable operations in the future.............      7
-        If we are unable to hire and retain key personnel, then we
         may not be able to implement our business plan............     8
-        Because our president, Bruce Velestuk, has other business
         interests, he may not be able or willing to devote a
         sufficient amount of time to our business operations,
         causing our business to fail.............................      8
-        Because there are certain risks inherent in hydro-electric
         development that could result in the company becoming subject
         to liability, we face a high risk of business failure...       8
-        If we are not able to acquire a water resource, our
         business will fail ......................................      8
-        If we are not able to meet the assessment requirements of
         the regulatory authorities, our business will fail ......      9
-        If we are not able to secure the investment to build the
         Project, our business will fail .........................      9
-        If we are not able to obtain an agreement from BC Hydro or
         Powerex to purchase electricity from us on acceptable terms,
         we will not be able to establish a hydro-electric project
         and our business will fail  ..............................     9

-        Required government approvals and compliance with
         environmental laws may be costly and may prevent us from
         completing our business objectives and achieving
         profitability..............................................   10

-        If we are unable to successfully compete with much larger
         companies involved in the energy generation sector, our
         business will fail..........................................   10
-        As a result of us selling additional common stock, investors
         will suffer a decrease in the value of their shares due to
         dilution..................................................    10
-        If a market for our common stock does not develop, share-
         holders may be unable to sell their shares ..............     10
-        A purchaser is purchasing penny stock which limits his or
         her ability to sell the stock...........................      10
Use of Proceeds ...............................................        10
Determination of Offering Price ...............................        11
Dilution ......................................................        11
Selling Shareholders ..........................................        11
Plan of Distribution ..........................................        14
Legal Proceedings .............................................        17
Directors, Executive Officers, Promoters and Control Persons..         17
Security Ownership of Certain Beneficial Owners and Management         18
Description of Securities .....................................        19
Interest of Named Experts and Counsel .........................        20
Disclosure of Commission Position of Indemnification for
Securities Act Liabilities ....................................        20
Organization Within Last Five Years ...........................        21
Description of Business .......................................        21
Plan of Operations ............................................        27
Description of Property .......................................        27
Certain Relationships and Related Transactions ................        28
Market for Common Equity and Related Stockholder Matters ......        29
Executive Compensation ........................................        30
Financial Statements ..........................................        31
Changes in and Disagreements with Accountants .................        52

                                       4



                                     Summary

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

Fairview  Energy  Corporation,  Inc. was  incorporated in the State of Nevada on
July 29, 2005. We intend to commence business  operations in the  hydro-electric
energy  sector by  identifying  and  developing  "run-of-river"  projects in the
province of British Columbia. "Run of river" hydro-electric projects involve the
diversion  of water in a river or  stream  into a pipe  that  runs  downhill.  A
turbine  is  installed  at the end of the pipe which  turns  when water  travels
through  the pipe.  The  turbine is  attached  to a  generator,  which  produces
electricity  that is fed into a power  grid for  consumer  and  commercial  use.
Initially, we intend to build one hydroelectric project in British Columbia.

We are a start-up  company that has not  generated  any revenue from  operations
since our  incorporation  on July 29, 2005. We have been  researching  potential
project sites, and to date has identified a number of possibilities. However, we
need to further  evaluate the potential of these sites and will need  additional
capital to do this. To qualify a potential  project site,  there are a number of
studies to be completed to verify actual potential.

We will identify  potential  available streams or rivers and as required conduct
watershed  hydrology  assessments  on the water  resource to determine the water
resource  potential.  At least twelve months of detailed in-stream  hydrology is
required to accurately  determine the potential of the resource.  If the data is
not  currently  available,  we will conduct the hydrology  assessment.  Prior to
generating  any  revenue,  there are four phases of which there is  considerable
time and expense needed in order to succeed.

We  estimate  that the cost to  complete  an  initial  hydroelectric  project is
approximately $3,695,000 consisting of:

1.   $20,000 to conduct the hydrology, environmental and fisheries assessments;

2.   $25,000 for administrative costs, including management fees payable to our
     president, professional fees and general business expenses;

3.   $250,000 to purchase or pay the development fees for a water resource; and

4.   $2,400,000 million in debt financing will be required for the construction
     of the project. Up to $1,000,000 in equity financing will also be required.

There is no  assurance  that we will be able to  obtain  financing  to cover the
costs of our  business  plan.  We do not have any  current  plans to raise these
funds.

We were incorporated on July 29, 2005 under the laws of the state of Nevada. Our
principal  offices are located at 585 Milsom  Wynd,  Delta,  British  Columbia,
Canada, V4M 2T6. Our telephone number is (604)943-5200.

                                       5



The Offering:

Securities Being Offered Up to 3,696,250 shares of common stock.

Offering Price               The selling shareholders will  sell  our  shares at
                             $0.40 per share until our shares  are quoted on the
                             OTC Bulletin Board, and  thereafter  at p revailing
                             market prices or privately negotiated prices. There
                             is no guarantee that our stock will be  quoted  for
                             trading on the OTC  Bulletin  Board. We  determined
                             this offering price based upon  the  price  of  the
                             last sale of our common stock to investors.

Terms of the Offering        The  selling  shareholders  will determine when and
                             how they will  sell the  common  stock  offered  in
                             this prospectus.

Termination of the Offering  The  offering  will  conclude  when   all   of  the
                             3,696,250  shares of common stock have  been  sold,
                             the shares no longer need to be  registered  to  be
                             sold or  we  decide  to terminate the  registration
                             of the shares.

Securities Issued
And to be Issued             6,946,250 shares of our common stock are issued and
                             outstanding  as of the date of this prospectus. All
                             of  the  common  stock  to  be   sold   under  this
                             prospectus  will be sold by  existing shareholders.

Use of Proceeds              We will not receive any  proceeds  from the sale of
                             the  common  stock  by  the  selling shareholders.


Summary Financial Information

Balance Sheet


                                       January 31, 2006       October 31, 2005
                                          (unaudited)              (audited)

Cash                                        $26,635                 $29,879
Total Assets                                $26,635                 $29,879
Liabilities                                  $6,608                 $ 5,544
Total Stockholders' Equity                  $20,027                 $24,335




Statement of Operations

                       From Incorporation on
                 July 29, 2005 to January 31, 2006
                             (unaudited)

Revenue                       $     0
Net Loss                      (12,798)



                                       6


                                  Risk Factors

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

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

Our cash on hand is  sufficient  to cover  the  anticipated  initial  assessment
studies and a portion of  administrative  expenses.  We will require  additional
funding in order to  continue  to develop a property  and to build a facility on
the property,  if warranted.  We anticipate  spending $20,000 to conduct various
environmental  and  assessment   studies,   $250,000  to  purchase  or  pay  the
development   fees  for  a  water  resource  and  $3,400,000   million  for  the
construction  portion  of  our  initial  proposed  project  if all  permits  and
approvals are granted by the Land and Water regulatory body of British Columbia.

We will need to raise  additional funds in order to cover the cost of developing
or purchasing a water resource and to proceed with any additional  hydroelectric
projects.  We will likely arrange this through  shareholder or third party loans
or through  the sale of our common  stock.  We do not have any  arrangements  in
place for any equity or debt financing.

We do not currently have any  arrangements  for financing and may not be able to
find such financing if required.  We currently do not have any operations and we
have no income. As well, we will not receive any funds from this registration.

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

We have not yet commenced business operations and accordingly, we have no way to
evaluate  the  likelihood  that  our  business  will  be  successful.   We  were
incorporated  on July 29,  2005 and to date  have  been  involved  primarily  in
organizational activities, researching potential project sites and identifying a
number of possibilities. Potential investors should be aware of the difficulties
normally encountered by development stage companies and the high rate of failure
of such enterprises.  Prior to earning revenue,  of which there is no assurance,
we will likely incur costs of about  $3,695,000.  We  therefore  expect to incur
significant  losses in the  foreseeable  future.  If we are unable to purchase a
water resource and construct a  hydro-electric  facility on it, we will not earn
profits or be able to continue operations.

BECAUSE OUR  CONTINUATION  AS A GOING CONCERN IS IN DOUBT,  WE WILL BE FORCED TO
CEASE BUSINESS  OPERATIONS UNLESS WE CAN GENERATE  PROFITABLE  OPERATIONS IN THE
FUTURE.

We have  incurred  losses  since our  inception  of $7,140.  Further  losses are
anticipated  in  the  development  of  our  business.  As  a  result,  there  is
substantial doubt about our ability to continue as a going concern.  Our ability
to  continue  as a going  concern is  dependent  upon our  ability  to  generate
profitable  operations in the future and/or to obtain the necessary financing to
meet our  obligations  and repay our  liabilities  arising from normal  business
operations  when  they  come  due.  If we  cannot  raise  financing  to meet our
obligations, we will be insolvent and will cease business operations.

                                       7



IF WE ARE UNABLE TO HIRE AND RETAIN  KEY  PERSONNEL,  THEN WE MAY NOT BE ABLE TO
IMPLEMENT OUR BUSINESS PLAN.

We depend on the services of our president,  Bruce  Velestuk,  for our potential
success.  We do not have any  employees  and will  rely  upon Mr.  Velestuk  and
independent  contractors we retain in order to develop our business. The loss of
the services of Mr. Velestuk would result in the failure of our business.  If we
lost his  services,  it would be  difficult to find a  replacement  with similar
skills,  experience and industry contacts.  We do not have any written agreement
with Mr. Velestuk to provide his management and consulting services to us. If he
decides to terminate his relationship with us, which he may do without notice or
cause, our business plan will fail.

BECAUSE OUR PRESIDENT,  BRUCE VELESTUK, HAS OTHER BUSINESS INTERESTS, HE MAY NOT
BE ABLE OR  WILLING  TO  DEVOTE  A  SUFFICIENT  AMOUNT  OF TIME TO OUR  BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.


Our  president,  Bruce  Velestuk,  is  involved in other  run-of-river  projects
through his privately  owned British  Columbia  company,  Link Power  Management
Ltd., and also acts as a management system consultant and ISO 9001 auditor.

If  Mr.  Velestuk   diverts  his  time,   capital  raising   ability,   business
opportunities  or  industry  contacts  to his  own  run-of-river  projects,  our
business may suffer or our projects could be delayed.

It is also possible that the demands on Mr. Velestuk from his other  obligations
could  increase  with  the  result  that  he will no  longer  be able to  devote
sufficient time to the management of our business. In addition, Mr. Velestuk may
not possess  sufficient  time for our  business  if the demands of managing  our
business increased substantially beyond current levels.


BECAUSE  THERE ARE CERTAIN RISKS  INHERENT IN  HYDRO-ELECTRIC  DEVELOPMENT  THAT
COULD RESULT IN THE COMPANY BECOMING  SUBJECT TO LIABILITY,  WE FACE A HIGH RISK
OF BUSINESS FAILURE.

There are certain risks  inherent in energy  production  that could result in us
becoming subject to liability for  environmental  liability,  property damage or
personal  injury.  These risks are  potential  damage to private and  government
land,  damage to  fisheries  and animal  habitat  and  injuries  suffered by any
employees or independent contractors that we retain.

Although we intend to apply for insurance in accordance with industry  standards
to address such risks, such insurance has limitations that may not be sufficient
to cover the full extent of such liabilities.  In addition,  such risks may not,
in all circumstances be insurable. In certain circumstances, we may elect not to
obtain insurance to address specific risks due to the high premiums. The payment
of such  uninsured  liabilities  would  reduce  the funds  available  to us. The
occurrence of a significant event that the we are not fully insured against,  or
the insolvency of the insurer of such event,  could result in our insolvency and
the loss of any investment in our stock.


                                       8



IF WE ARE NOT ABLE TO ACQUIRE A WATER RESOURCE OUR BUSINESS WILL FAIL.

We have been researching  potential  project sites, and to date has identified a
number  of  possibilities.  However,  in  the  initial  phase  of  our  business
development,  we need to further  evaluate the potential of these sites and will
need  additional  capital to do this. To qualify a potential  project site there
are a number of studies to be completed to verify actual hydro-electric  project
potential. If we are unable to acquire a suitable site, our business will fail.

IF WE ARE  NOT  ABLE TO  MEET  THE  ASSESSMENT  REQUIREMENTS  OF THE  REGULATORY
AUTHORITIES, OUR BUSINESS WILL FAIL.

The  Land  and  Water  regulatory  body of  British  Columbia  must  sign off on
fisheries and  environmental  impact studies,  navigable  waters studies,  final
engineering  design,  final project  parameters and final  infrastructure  costs
relating  to a  proposed  "run of river"  hydro-electric  project.  We must also
conduct  hearings  and  public   consultations  and  secure  approval  from  any
aboriginal  groups that claim an  interest in the  property on which our project
will be developed.  Our failure to obtain an approval may permanently  cancel or
delay the proposed project.  We anticipate that this  consultation  process will
take approximately six to 12 months.

IF WE ARE NOT ABLE TO SECURE THE  INVESTMENT TO BUILD THE PROJECT,  OUR BUSINESS
WILL FAIL.

Once all necessary permits have been obtained,  we will have to raise additional
funds to  finance a "run of river"  project.  In  addition  to  requiring  up to
$250,000 to cover costs of  obtaining  necessary  permits,  we will also need to
raise $3,400,000 in order to fund construction of the project.  While we hope to
attain  $2,400,000 of the capital cost of  construction by way of debt financing
and  the  remainder  of  $1,000,000   through  equity  financing,   we  have  no
arrangements  in this  regard.  If we are  not  able to  secure  financing,  our
business will fail.

IF WE ARE NOT ABLE TO OBTAIN AN  AGREEMENT  FROM BC HYDRO OR  POWEREX  CORP.  TO
PURCHASE  ELECTRICITY  FROM  US ON  ACCEPTABLE  TERMS,  WE  WILL  NOT BE ABLE TO
ESTABLISH A HYDRO-ELECTRIC PROJECT AND OUR BUSINESS WILL FAIL.

Even if we demonstrate a significant  hydro-electric  resource on a site that we
acquire,  we may not be able to secure a purchaser for any  electricity  that we
produce  on  acceptable  terms.  Without a  purchaser  for  electricity  that we
potentially  produce  from a property,  we will not be able to proceed  with our
business plan.

In  British  Columbia,  we will be  required  to sell  any  electricity  that we
generate  to BC Hydro,  a  government  owned  corporation,  or its wholly  owned
subsidiary, Powerex Corp. If BC Hydro does not offer a price for our electricity
that will allow us to be profitable,  we will be forced to sell the  electricity
on the open market.  However, there is no guarantee that BC Hydro will permit us
to sell electricity to third parties through its power transmission lines.


                                       9




REQUIRED  GOVERNMENT  APPROVALS AND COMPLIANCE  WITH  ENVIRONMENTAL  LAWS MAY BE
COSTLY AND MAY PREVENT US FROM COMPLETING OUR BUSINESS  OBJECTIVES AND ACHIEVING
PROFITABILITY.

British  Columbia  legislation  also requires  that  generating  facilities  and
production  sites  be  operated,  maintained,  abandoned  and  reclaimed  to the
satisfaction  of  applicable  regulatory   authorities.   Compliance  with  such
legislation can require significant  expenditures and a breach may result in the
imposition of fines and penalties, some of which may be material.

As well, the discharge of hazardous substances or other pollutants into the air,
soil or water may give rise to liabilities to governments  and third parties and
may require us to incur  costs to remedy such  discharge.  No  assurance  can be
given that  environmental laws will not result in a curtailment of production or
a material  increase  in the costs of  production,  development  or  acquisition
activities or otherwise  adversely  affect our financial  condition,  results of
operations or prospects.

In order to proceed with a run of river hydro-electric  project, we will need to
obtain fisheries,  environmental and navigable waters approvals from departments
of the British  Columbia  government.  There is no guarantee that we will obtain
such approvals.


IF WE ARE UNABLE TO SUCCESSFULLY  COMPETE WITH MUCH LARGER COMPANIES INVOLVED IN
THE ENERGY GENERATION SECTOR, OUR BUSINESS WILL FAIL.

We  will  compete  for  available  sites,   development  leases,   licenses  and
concessions and skilled industry personnel with other energy companies,  many of
which  have  significantly  greater  financial  resources  than us.  The  energy
industry is highly competitive. Our competitors for the acquisition,  production
and development of alternative energy projects,  and for capital to finance such
activities,   include  companies  that  have  greater  financial  and  personnel
resources available to them than we do.


AS A RESULT OF US SELLING  ADDITIONAL  COMMON  STOCK,  INVESTORS  WILL  SUFFER A
DECREASE IN THE VALUE OF THEIR SHARES DUE TO DILUTION.

We will  need to  raise  additional  funds in order  to  complete  our  business
objectives.  The  most  likely  source  of  this  funding  will  be the  sale of
additional shares of our common stock. When we sell these shares, investors will
suffer a decrease in the value of their shares due to dilution.

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

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


                                       10



A PURCHASER  IS  PURCHASING  PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL
THE STOCK.

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

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

Forward-Looking Statements

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

                         Use Of Proceeds

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

                  Determination Of Offering Price

The  selling  shareholders  will sell our  shares  at $0.40 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no guarantee that our stock will
be quoted for trading on the OTC Bulletin  Board.  We  determined  this offering
price, based upon the price of the last sale of our common stock to investors.

                               Dilution

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

                          Selling Shareholders

The selling shareholders named in this prospectus are offering all of
the 3,696,250  shares of common stock  offered  through this  prospectus.  These
shares  were  acquired  from us in  private  placements  that were  exempt  from
registration  under  Regulation  S of the  Securities  Act of 1933.  The  shares
include the following:


1.     3,675,000  shares of our common  stock at a price of $0.005  each
      that the selling  shareholders  acquired  from us in an offering  that was
      exempt from registration  under Regulation S of the Securities Act of 1933
      and was completed on August 21, 2005; and

2.    21,250  shares  of our  common  stock at a price of  $0.40  each  that the
      selling shareholders  acquired from us in an offering that was exempt from
      registration  under  Regulation  S of the  Securities  Act of 1933 and was
      completed on September 26, 2005.


The  selling  shareholders  will sell our  shares  at $0.40 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no guarantee that our stock will
be quoted for trading on the OTC Bulletin  Board.  We  determined  this offering
price  arbitrarily  based upon the price of the last sale of our common stock to
investors.

                                       11



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

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



                                                  Total Number
                                                  Of Shares To      Total Shares     Percent
                                                  Be Offered For    Owned Upon      Owned Upon
Name Of                           Shares Owned    Selling           Completion      Completion
Selling                           Prior To This   Shareholders      of this         Of This
Stockholder                       Offering        Account           Offering        Offering
------------------------------------------------------------------------------------------------
                                                                        
Maribel Karmazyn                    325,000        325,000            Nil              Nil
203 - 65B Street
Delta, BC V4M 2T6

Lorelei Velestuk                    325,000        325,000            Nil              Nil
585 Milsom Wynd
Delta, BC V4M 2T6

Woody Turnquist                     325,000        325,000            Nil              Nil
8095 York Avenue
Crofton, BC V0R 1R0

Dawnlea Tait                         200,000       200,000            Nil              Nil
3584 Triumph Street
Vancouver, BC V5K 1V1

Laurie Hunsberger                   200,000        200,000            Nil              Nil
401 - 8668 Osler Street
Vancouver, BC V6P 4E6

Dean Caviness                       225,000        225,000            Nil              Nil
5481 123rd Street
Surrey, BC V3X 3H8

Deagan Reimer                       325,000        325,000            Nil              Nil
606 E 48th Avenue
Vancouver, BC V5W 2E6

Bruce Mede                          225,000        225,000            Nil              Nil
2844 Kilpatrick Road
Nanaimo, BC V9R 6W6

Dave May                            225,000        225,000            Nil              Nil
581 Obed Avenue
Victoria, BC V9A 1K6

Dave Ball                           225,000        225,000            Nil              Nil
1980 Charles Street
Vancouver, BC V5L 2T9

Steve Jones                         325,000        325,000            Nil              Nil
606 E 48th Avenue
Vancouver, BC V5W 2E6


                                       12




                                                  Total Number
                                                  Of Shares To      Total Shares     Percent
                                                  Be Offered For    Owned Upon      Owned Upon
Name Of                           Shares Owned    Selling           Completion      Completion
Selling                           Prior To This   Shareholders      of this         Of This
Stockholder                       Offering        Account           Offering        Offering
------------------------------------------------------------------------------------------------
                                                                        
Herb Tait                           200,000        200,000            Nil              Nil
585 Milsom Wynd
Delta, BC V4M 2T6

Deborah McBride                     175,000        175,000            Nil              Nil
5251 Cambridge Court
Delta, BC V4M 3Z1

Elizabeth Erickson                  200,000        200,000            Nil              Nil
1680 58th Street
Delta, BC V4L 1X4

Shannon Fitton                      175,000        175,000            Nil              Nil
211 - 4500 Westwater Drive
Richmond, BC V7E 6S1

Dave Karmazyn                         1,200          1,200            Nil              Nil
203 - 65B Street
Delta, BC V4L 1W9

Catherine Mede                        1,500          1,500            Nil              Nil
2844 Kilpatrick Roadd
Nanaimo, BC V9R 6W6

Kim May                               1,300          1,300            Nil              Nil
581 Obed Avenue
Victoria, BC V9A 1K6

Shirley Tait                          1,100          1,100            Nil              Nil
585 Milsom Wynd
Delta, BC V4M 2T6

Russell Fitton                        1,400          1,400            Nil              Nil
211 - 4500 Westwater Drive
Richmond B.C. V7E 6S1

Robert McBride                        1,600          1,600            Nil              Nil
5251 Cambridge Court
Delta, BC V4M 3Z1

Carolyn Windsor-Sturm                 1,000          1,000            Nil              Nil
PO Box 100
Penticton, BC V2A 6J9

Ivan Milosnovic                       1,100          1,100            Nil              Nil
7 - 12000, HWY 33 East
Kelowna, BC V1P 1K4

Marian Velestuk                       1,500          1,500            Nil              Nil
9395 Sunset Road
Kelowna, BC


                                       13




                                                  Total Number
                                                  Of Shares To      Total Shares     Percent
                                                  Be Offered For    Owned Upon      Owned Upon
Name Of                           Shares Owned    Selling           Completion      Completion
Selling                           Prior To This   Shareholders      of this         Of This
Stockholder                       Offering        Account           Offering        Offering
------------------------------------------------------------------------------------------------
                                                                        
Kavinder Dhillon                      1,400          1,400            Nil              Nil
10386 - 143 Street
Surrey, BC V3T 4T6

Sally Wong                            1,200          1,200            Nil              Nil
2070 Quilchena Crescent
Vancouver, B.C. V6M 1E3

Douglas Dunn                          1,250          1,250            Nil              Nil
48 - 8863 216th Street
Langley, BC V1M 2G9

Kathryn Witter                        1,250          1,250            Nil              Nil
402 - 1859 Spyglass Place
Vancouver, BC V5Z 4K6

Allen Crowley                         1,200          1,200            Nil              Nil
72 Mount Cascade Close SE
Calgary, AB T2Z 2K5

Bruce Hodding                         1,250          1,250            Nil              Nil
5364 West River Boltom Road
Duncan, BC V9L 6J6

Chris Turley                          1,000          1,000            Nil              Nil
201 - 4438 W 10th Avenue
Vancouver, BC V6R 4R8

Catherine Edwards                     1,000          1,000            Nil              Nil
4027 W 31st Avenue
Vancouver, BC V6S 1Y7

Total:                            3,696,250      3,696,250            Nil              Nil


We have the following relationships amongst our shareholders:

1.       Lorelei Velestuk is Bruce Velestuk's wife;
2.       Maribel Karmazyn is Bruce Velestuk's sister-in-law;
3.       Dawnlea Tait is Bruce Velestuk's sister-in-law;
4.       Bruce Mede is Bruce Velestuk's brother-in-law;
5.       Deberah McBride is Bruce Velestuk's sister-in-law
6.       Shannon Fitton is Bruce Velestuk's neice;
7.       Dave Karmazyn is Bruce Velestuk's brother-in-law;
8.       Catherine Mede is Bruce Velestuk's sister-in-law;
9.       Shirley Tait is Bruce Velestuk's mother-in-law;
10.      Robert McBride is Bruce Velestuk's brother-in-law;
11.      Carolyn Windsor-Sturm is Bruce Velestuk's cousin;
12.      Marian Velestuk is Bruce Velestuk's sister;
13.      Herb Tait is Bruce Velestuk's father-in-law; and
14.      Russell Fitton is Bruce Velestuk's nephew-in-law.

Otherwise, none of the selling shareholders:

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

    (2)  has ever been one of our officers or directors; or

    (3)  is a broker-deal or an affiliate of a broker-dealer.

                        Plan Of Distribution

The selling  shareholders  may sell some or all of their  common stock in one or
more  transactions,  including  block  transactions.  Such  sales may be private
transactions  whereby  they  sell  our  stock to  individuals  or  groups  or in
transactions  conducted  through the facilities of a stock exchange or quotation
system, if such a quotation or listing occurs.

                                       14



The selling  shareholders may pledge all or a portion of the securities owned as
collateral for margin accounts or in loan  transactions,  and the securities may
be  resold  pursuant  to the  terms of such  pledges,  margin  accounts  or loan
transactions. Upon default by such selling shareholders, the pledge in such loan
transaction would have the same rights of sale as the selling shareholders under
this  prospectus.  The selling  shareholders may also enter into exchange traded
listed option transactions,  which require the delivery of the securities listed
under this prospectus. If our securities are qualified for quotation on the over
the  counter  bulletin  board,  the  selling   shareholders  may  also  transfer
securities  owned in other  ways not  involving  market  makers  or  established
trading  markets,   including   directly  by  gift  or  other  transfer  without
consideration,  and upon any such  transfer the  transferee  would have the same
rights of sale as such selling shareholders under this prospectus.

The  selling  shareholders  will sell our  shares  at $0.40 per share  until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. There is no guarantee that our stock will
be quoted for trading on the OTC Bulletin  Board.  We  determined  this offering
price  arbitrarily  based upon the price of the last sale of our common stock to
investors.

The selling  shareholders  may also sell their shares  directly to market makers
acting as  principals,  brokers or dealers,  who may act as agent or acquire the
common  stock  as  principal.   Any  broker  or  dealer  participating  in  such
transactions  as agent may receive a commission  from the selling  shareholders,
or, if they act as agent  for the  purchaser  of such  common  stock,  from such
purchaser.  The selling  shareholders  will  likely pay the usual and  customary
brokerage fees for such services.  Brokers or dealers may agree with the selling
shareholders  to sell a  specified  number of shares at a  stipulated  price per
share and, to the extent  such broker or dealer is unable to do so while  acting
as agent for the selling  shareholders,  to purchase,  as principal,  any unsold
shares at the price  required  to fulfill  the  respective  broker's or dealer's
commitment to the selling shareholders.

If a selling  security holder enters into an agreement,  after  effectiveness of
this registration  statement, to sell shares to a broker-dealer as principal and
the   broker-dealer   is  acting  as  an  underwriter,   then  we  will  file  a
post-effective  amendment identifying the broker-dealer,  providing the required
information on the plan of distribution, revising the appropriate disclosures in
the  registration  statement  and  filing  the  agreement  as an  exhibit to the
registration statement.

Brokers or dealers who acquire shares as principals  may thereafter  resell such
shares  from  time to time in  transactions  in a market or on an  exchange,  in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated  prices,  and in connection  with such re-sales may pay or
receive commissions to or from the purchasers of such shares. These transactions
may involve cross and block  transactions  that may involve sales to and through
other  brokers or dealers.  We can provide no  assurance  that all or any of the
common stock offered will be sold by the selling shareholders.

In  connection  with an  application  to have our  securities  quoted on the OTC
Bulletin Board,  we anticipate that we will request a broker-dealer  to act as a
market maker in order to sponsor our 15c211  application  with the NASD. We have
not had any preliminary discussions with any market maker. There is no guarantee
that we will be able to  arrange  for a market  maker to sponsor  our  quotation
application. We do not plan to contact any market makers until the effectiveness
of our registration statement.

                                       15



We are bearing all costs relating to the registration of the common stock. These
are estimated to be $18,000.  The selling  shareholders,  however,  will pay any
commissions  or other fees payable to brokers or dealers in connection  with any
sale of the common stock.

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

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

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

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

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

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

  *  contains  a  description  of the nature and level of risk in the market for
     penny stocks in both public offerings and secondary trading;
  *  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;
  *  contains  a  brief,  clear,  narrative  description  of  a  dealer  market,
     including  "bid" and "ask" prices for penny stocks and the  significance of
     the spread between the bid and ask price;
  *  contains  a  toll-free  telephone  number  for  inquiries  on  disciplinary
     actions;
  *  defines significant terms in the disclosure document or in the  conduct  of
     trading penny stocks; and
  *  contains such other  information and is in such form (including  language,
     type,  size,  and  format)  as the  Commission  shall  require  by rule or
     regulation;

                                       16



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

  *  with bid and offer quotations for the penny stock;
  *  details of the compensation of the broker-dealer and its
     salesperson in the transaction;
  *  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
  *  monthly  account  statements  showing the market  value of each penny stock
     held in the customer's account.

We have  disclosed  all methods by which selling  security  holders may transfer
their registered shares, of which we are aware.

Neither we nor our selling security holders intend to use:

a)   any means of distributing or delivering our prospectus other than by hand
     or by mail; or

b)   any forms of prospectus other than printed versions;

As well,  neither we nor our selling security holders have any arrangements with
a third party to host or access our preliminary prospectus on the Internet.

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

                       Legal Proceedings

We are not currently a party to any legal  proceedings.  Our address for service
of process  in Nevada is 7251 West Lake Mead  Boulevard,  Suite 300,  Las Vegas,
Nevada, 89128.

    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:

Directors:

Name of Director                 Age

Bruce Velestuk                   45

                                       17



Executive Officers:

Name of Officer                  Age            Office
---------------------           -----           -------
Bruce Velestuk                    45            President, Chief
                                                Executive Officer,
                                                Treasurer, Secretary
                                                and a Director

Biographical Information

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

Mr. Velestuk graduated from the Simon Fraser   University   with   a   degree in
Business Administration in 1987. In 1997, Mr. Velestuk   achieved  his Certified
Management Accountant accreditation. From November 1992 to November 1995, he was
the Canadian marketing manager for a Logical Methods Software  Ltd., a Vancouver
based private company involved in distributing accounting software to
businesses.

From November 1995 to December 1999, Mr.  Velestuk was the corporate  controller
for IPAC Chemical  Company,  Ltd., a Vancouver based private company involved in
the manufacturing and distribution of chemicals. In December 1999 he joined KPMG
as a management  system  assessor until October 2002.  Since then, he has worked
extensively as a management  system  consultant and ISO 9001  Management  System
Auditor,  for Link Management Ltd. a Vancouver based private company involved in
providing ISO quality systems to businesses.

As well, since 1996, Mr. Velestuk has been the   registered   proponent  for two
run-of-river projects located in southwestern British   Columbia. These projects
are owned by Link Power Management Ltd., a private   British   Columbia  company
owned by Mr. Velestuk. Both of these projects are in the   permitting phase with
the British Columbia provincial government's Land and Water ministry.

Term of Office

Our  directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting of our  shareholders  or until  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  our  sole  director,  Mr. Bruce
Velestuk.

Security Ownership Of Certain Beneficial Owners And Management

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

                                       18




                                                  Amount of
Title of      Name and address                    beneficial     Percent
Class         of beneficial owner                 ownership      of class
--------------------------------------------------------------------------------

Common         Bruce Velestuk                     3,250,000      46.8%
Stock          President, Chief
               Executive Officer
               Secretary,
               Treasurer and a Director
               585 Milsom Wynd
               North Vancouver, B.C., Canada

Common         All officers and directors         3,250,000      46.8%
Stock          as a group that consists of
               one person

The percent of class is based on  6,946,250  shares of common  stock  issued and
outstanding as of the date of this prospectus.

                         Description Of Securities

General

Our authorized  capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.

Common Stock

As of April 5, 2006,  there were 6,946,250 shares of our common stock issued
and outstanding that are held by 33 stockholders of record.

Holders  of our  common  stock are  entitled  to one vote for each  share on all
matters  submitted to a  stockholder  vote.  Holders of common stock do not have
cumulative  voting  rights.  Therefore,  holders of a majority  of the shares of
common  stock  voting  for  the  election  of  directors  can  elect  all of the
directors.  A vote by the  holders of a majority  of our  outstanding  shares is
required  to  effectuate   certain   fundamental   corporate   changes  such  as
liquidation, merger or an amendment to our articles of incorporation.

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

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

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

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

                                       19



Share Purchase Warrants

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

Options

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

Convertible Securities

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

                 Interests Of Named Experts And Counsel

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

The  financial  statements  included  in this  prospectus  and the  registration
statement  have been audited by Dale  Matheson  Carr-Hilton  LaBonte,  Chartered
Accountants,  to the  extent  and for the  periods  set  forth in  their  report
appearing  elsewhere in this document and in the  registration  statement  filed
with the SEC,  and are  included  in reliance  upon such  report  given upon the
authority of said firm as experts in auditing and accounting.

     Disclosure Of Commission Position Of Indemnification For
                    Securities Act Liabilities

Our directors  and officers are  indemnified  as provided by the Nevada  Revised
Statutes and our Bylaws.  These  provisions  provide  that we shall  indemnify a
director or former  director  against all expenses  incurred by him by reason of
him acting in that  position.  The  directors  may also cause us to indemnify an
officer,  employee or agent in the same fashion.  Due to Securities and Exchange
Commission  opinion,  we will not  indemnify  our  directors  and  officers  for
Securities Act liabilities.

We have  been  advised  that  in the  opinion  of the  Securities  and  Exchange
Commission  indemnification  for liabilities arising under the Securities Act is
against  public policy as expressed in the  Securities  Act, and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  is  asserted  by one of our  directors,  officers,  or  controlling
persons in connection with the securities being  registered,  we will, unless in
the  opinion of our legal  counsel  the matter has been  settled by  controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate  jurisdiction.  We will then be governed by the
court's decision.

                                       20



Organization Within Last Five Years

We were  incorporated on July 29, 2005 under the laws of the state of Nevada. On
that date,  Bruce  Velestuk was  appointed as our sole  director.  As well,  Mr.
Welestuk was appointed as our president,  treasurer,  secretary, chief executive
officer and sole promoter.

                         Description Of Business

Business Development

We were  incorporated  in the  State  of  Nevada  on  July  29,  2005.  We are a
development  stage company that has not  generated  any revenue from  operations
since our incorporation on July 29, 2005.

Our  business  plan will focus its  resources  on  developing  renewable  energy
sources  that  create   environmentally   friendly,   hydro-electric  energy  by
identifying  run-of-river projects in the province of British Columbia.  "Run of
river"  hydro-electric  projects  involve the  diversion  of water in a river or
stream into a pipe that runs downhill.  A turbine is installed at the end of the
pipe which turns when water travels through the pipe. The turbine is attached to
a  generator,  which  produces  electricity  that is fed  into a power  grid for
consumer  and  commercial  use.  Initially,   we  intend  to  proceed  with  one
hydroelectric project in British Columbia.

Conflict of Interest

Our president and sole director, Bruce Velestuk, is involved in the  development
of other run-of-river projects in British Columbia. Locations for those projects
have been identified and development of hydroelectric facilities  is proceeding.
Mr. Velestuk will not proceed   with   the   acquisition   of   any   additional
run-of-river projects in the province. Accordingly,  there  is no expectation of
any conflict between our business interests and those of Mr. Velestuk.

However,  possible  conflicts  may arise in the  future if we seek to develop or
acquire interests in additional  run-of-river projects in which Mr. Velestuk has
an interest.  If such a situation arises, the acquisition or development of such
a  project  will  be  subject  to  approval  of a  resolution  at a  meeting  of
shareholders  with Mr.  Velestuk  disclosing his interest in the transaction and
abstaining from voting.

Run-of-River Projects

Run-of-River  hydro  projects use simple  proven  technology  and have been used
since the early 1900's to generate electricity.

Run-of-river  hydro  plants,  which do not  require  dams,  rely on the  natural
downward  flow of the  stream  to guide  water  through  pipes  to a  generating
station.  The force of the  water  spins a  turbine,  which  drives an  electric
generator that creates electricity. The electricity is then fed into the grid by
normal power lines.

                                       21



Hydro-electric  power  plants  convert the kinetic  energy  contained in falling
water into electricity.  The energy in flowing water is ultimately  derived from
the sun, and is therefore constantly being renewed. Energy contained in sunlight
evaporates  water from the oceans and  deposits  it on land in the form of rain.
Differences in land elevation result in rainfall  runoff,  and allow some of the
original solar energy to be captured as hydro-electric power.

Run-of-River  projects  are  dramatically  different in design,  appearance  and
impact from conventional hydroelectric projects. There are two main differences.
First,  there is no water  storage  other than the  limited  amount  required to
submerge the intake pipe.  Second,  there is no alteration of downstream  flows,
since all diverted water is returned to the stream below the powerhouse.

A typical run-of-river project consists of the following: an intake structure at
which  water is  diverted,  a  pipeline  (penstock)  through  which  it  travels
downhill, a small powerhouse,  and a tailrace where the water is returned to the
stream above -- or as close a possible to -- a barrier to fish movement.

Potential  run-of-river sites must offer a significant gradient (elevation drop)
and sufficient  annual  precipitation  rates.  Glacial ice fields offer a unique
form of storage  capacity and,  where  available,  can further  enhance  project
viability.  Potential  sites tend to exist at high altitudes,  characterized  by
features  such as fast  flows,  steep  canyons,  waterfalls  and  other  natural
barriers.  These features  reduce the  suitability of such sites for potentially
competing  land  uses such as  recreation  and,  most  importantly,  limit  fish
presence and diversity.

British Columbia is fortunate to have a large number of such sites, particularly
in the coastal mountain ranges.

Run-of-river  projects can be developed on appropriate  sites with little if any
negative impact on either aquatic or terrestrial habitat.

To develop a fully operating  hydro-electric  project,  we need to complete four
separate business phases:

Phase 1 Identify, qualify and acquire the land use rights of a potential project
        site

Phase 2 Research and perform all necessary assessments needed to meet the
        requirements of the regulatory authorities and British Columbia Hydro, a
        government funded corporation that administers the transmission and sale
        of electricity in British Columbia.

Phase 3 Once all criteria is met, negotiate and execute a power purchase
        agreement with British Columbia Hydro, and secure the investment to
        build the project and begin construction.

Phase 4 Building  and  commissioning  the  run-of-river  project  through
        independent contractors.


We have been researching  potential  project sites, and to date has identified a
number of  possibilities.  However,  in the  initial  phase,  we need to further
evaluate  the  potential of these sites and will need  additional  capital to do
this. To qualify a potential  project site,  there are a number of studies to be
completed to verify actual potential. These consist of the following:

                                       22




PHASE ONE
o    Initial assessment to assess viability (access, hydrology, transmission,
     environmental). This would be in the form of site visit, local knowledge,
     and search of available data.
o    Watershed Hydrologic Surveys and Estimates
o    Initial Geo-technical consultations
o    Initial aboriginal group consultation and meetings
o    Preliminary Fisheries Analysis
o    Initial contact with Municipality
o    Preliminary Engineering, including construction  costs estimates, hydrology
     and financial feasibility
o    Initial in-stream flow and head estimates
o    Initial feasibility on penstock length, location and cost
o    Cost estimates for powerhouse, including capacity studies
o    Monthly  production  and revenue estimates based on watershed hydrology and
     35 year historical data
o    Financial modeling of profitability and capital costs to determine penstock
     and turbine size. Various vendor quotations.
o    Interconnect studies to determine interconnect strategy
o    BC Hydro  Interconnect  Study  that  confirm  inter-connect feasibility and
     provides costs and quotes for interconnection.
o    Crown Land Applications (if applicable)
o    LWBC filings and applications (if applicable)

At the end of Phase One, we must have  acquired  the right to the project and be
satisfied   that  the  property   has  the   potential  to  be  developed  as  a
hydro-electric  project.  The  evaluation  of this  potential  will  include  an
assessment of the costs  involved in  transmitting  and  connecting any power we
would  generate  from  the  site  to  the  main  power  grid  maintained  by the
government.  Typically,  we will bear the cost of construction,  maintenance and
operation of the interconnection  facilities and power lines.  Accordingly,  any
run-of-river  project that we would consider will have to be within a reasonable
distance to the existing power grid or it will not be economically feasible.

PHASE TWO

It is during this phase that the investment into detailed  studies is conducted,
with a view to final permitting. The respective regulatory authorities must sign
off on the following final permits,  with overall  approval  granted by the Land
and Water regulatory body of British Columbia:

o        fisheries and environmental impact studies
o        navigable waters studies
o        Fisheries Department approval

In addition,  we must determine final engineering  design,  project  parameters,
infrastructure  costs and project  feasibility.  We must also conduct  hearings,
public  consultations  and secure final approval from any aboriginal groups that
claim an interest in the property on which our project will be developed.

This phase is estimated to cost up to  approximately  $250,000  depending on the
local conditions and amount of studies required. The process can take from 12 to
36 months to complete,  depending on amount of  information  readily  available,
timing, and difficulties encountered.

                                       23



Mr. Bruce Velestuk, will be the project manager for this phase.  Consultants
with specialized skills will be extensively used. The addition of one more key
management person will be required.

PHASE THREE

Once  permitting  has  progressed to the point where the company is  comfortable
that the project is financially  viable and all  regulatory  approvals have been
obtained,  we must  then seek a buyer for the  electricity  (typically,  British
Columbia Hydro or Powerex),  and secure  financing for the  construction  of the
project.  The  total  construction  cost  of a  project  will  be  approximately
$3,400,000.  While  we  hope  to  attain  $2,400,000  of  the  capital  cost  of
construction  by way of debt  financing and the remainder of $1,000,000  through
equity financing, we have no arrangements in this regard.

During  this  phase,  we must also  enter  into  arrangements  with  independent
contractors for  construction of the run of river project,  negotiate and secure
financing  and  enter  into a  power  purchase  agreement  for  the  sale of all
electricity generated by the project. Typically, financing will be subject to us
entering into a power purchase agreement with a set price per kilowatt hour over
a set agreement term (typically 20 years).

PHASE FOUR

The construction of the run of river hydro-electric project will be administered
by independent  contractors  with extensive  experience in the  construction  of
hydro-electric  projects.  A number of large firms operate in the area with this
type of experience.  Final  commissioning will occur under the observance of all
stakeholders  including British Columbia Hydro, the British Columbia government,
and us.

The  necessary  equipment  and labor to build  and  commission  a  hydroelectric
project is  readily  available.  Generators  and  turbines  are  available  from
numerous  suppliers  through the world.  Skilled  labor is available  within the
province of British Columbia.

An experienced project manager will be hired to represent us during this phase.
Mr. Velestuk will oversee the entire project. The addition of one more key
management person will be required.

Mr. Velestuk will also operate any run-of-river  project that we develop once it
is completed. Almost all facility controls are controlled by computer and remote
access. We will also employ a single laborer who will be required to inspect the
run-of-river  facility  on a  daily  basis  and  to  perform  minor  maintenance
functions such as brush clearing.

Power Purchase Agreement

The most  likely  purchaser  of any power  that is  derived  from a run of river
project will be sold to British  Columbia  Hydro.  There is no guarantee that we
will be able to sell the  electricity  to BC Hydro at a price that will allow us
to  be  profitable.   Should  we  be  unable  to  sell   electricity   from  our
hydro-electric  project to BC Hydro, then we will be forced to sell the power on
the open  market.  There is no  guarantee  that we will be  permitted to use the
transmission lines owned by BC Hydro to sell electricity to third parties.  This
could result in a material impact to our business plan.

                                       24



We have not entered into any  discussions  with potential  power  purchasers and
cannot  be  assured  that we will be able to reach an  agreement  on  acceptable
terms.

Competitive Business Conditions

We  will  compete  for  available  sites,   development  leases,   licenses  and
concessions and skilled industry personnel with other energy companies,  many of
which have significantly greater financial resources than us. In addition to the
major  utility   companies,   our  competitors  will  include  major  integrated
alternative  energy  companies,  numerous other smaller and  independent  energy
companies and individual producers and operators.

The energy industry is highly competitive.  Our competitors for the acquisition,
production and development of alternative  energy  projects,  and for capital to
finance such  activities,  include  companies  that have greater  financial  and
personnel  resources  available  to  them  than  the  Company.  Our  ability  to
successfully bid on and acquire property rights, to develop  alternative  energy
supplies,  to participate in future opportunities and to identify and enter into
commercial  arrangements  with customers  will be dependent upon  developing and
maintaining  close working  relationships  with our future industry partners and
joint operators and our ability to select and evaluate  suitable  properties and
to consummate transactions in a highly competitive environment.

Government Approvals and Environmental Laws

All categories of hydro-electric  energy production present  environmental risks
and hazards and are subject to environmental regulation pursuant to a variety of
international  conventions  and  federal,  provincial  and  municipal  laws  and
regulations.   Environmental  legislation  provides  for,  among  other  things,
restrictions  and  prohibitions of water releases left in the creek after energy
production.

The legislation also requires that generating facilities and production sites be
operated, maintained,  abandoned and reclaimed to the satisfaction of applicable
regulatory authorities. Compliance with such legislation can require significant
expenditures  and a breach may result in the  imposition of fines and penalties,
some of which may be  material.  Environmental  legislation  is  involving  in a
manner expected to result in stricter  standards and  enforcement,  larger fines
and liability  and  potentially  increased  capital  expenditures  and operating
costs.  The discharge of hazardous  substances or other pollutants into the air,
soil or water may give rise to liabilities to governments  and third parties and
may require us to incur  costs to remedy such  discharge.  No  assurance  can be
given that  environmental laws will not result in a curtailment of production or
a material  increase  in the costs of  production,  development  or  acquisition
activities or otherwise  adversely  affect our financial  condition,  results of
operations or prospects.

                                       25



In addition, in order to proceed with a run of river hydro-electric  project, we
will need to obtain fisheries, environmental and navigable waters approvals from
departments of the British Columbia government.

Employees

We have no  employees  as of the date of this  prospectus  other than Mr.  Bruce
Velestuk, our president and sole director.

Research and Development Expenditures

We have not incurred any other  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 patents or trademarks.

Reports to Security Holders

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

We have filed a registration  statement on form SB-2 under the Securities Act of
1933 with the Securities and Exchange  Commission  with respect to the shares of
our common stock offered through this prospectus.  This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the  registration  statement and exhibits.  Statements  made in the
registration  statement  are summaries of the material  terms of the  referenced
contracts,  agreements  or  documents  of  the  company.  We  refer  you  to our
registration  statement  and each  exhibit  attached  to it for a more  detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials.  You may inspect the registration  statement,  exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's  principal
office  in  Washington,  D.C.  Copies  of all or any  part  of the  registration
statement may be obtained from the Public  Reference  Section of the  Securities
and Exchange  Commission,  100 F Street, N.E.,  Washington,  D.C., 20549. Please
call the Commission at 1-800-SEC-0330  for further  information on the operation
of the public  reference  rooms.  The  Securities and Exchange  Commission  also
maintains  a  web  site  at  http://www.sec.gov  that  contains  reports,  proxy
statements and information  regarding  registrants that file electronically with
the Commission.  Our registration statement and the referenced exhibits can also
be found on this site.

                                       26



                        Plan Of Operations

Our  plan of  operations  for  the  twelve  months  following  the  date of this
prospectus is to conduct watershed hydrology  assessments on selected properties
that have the potential to host a run of river hydro-electric  project. At least
twelve  months  of  detailed  in-stream  hydrology  is  required  to  accurately
determine the potential of the resource. If the data is not currently available,
we will conduct the hydrology assessment at a cost of approximately $10,000.

We will also conduct initial environmental and fisheries assessments using known
public domain  resource  sources,  and those  available  from the  Department of
Fisheries  and  Oceans,  a  federal  regulatory  agency  at a cost  of  $10,000.
Hydrology  and the  environmental  data will  provide  the  constraints  for the
economic modeling to be initially performed.

We will focus on projects that have a capacity of under 10 megawatts as they are
felt to be of less  environmental  impact and  therefore  have shorter  approval
processes.  We intend to have evaluated and selected a property in  southwestern
British Columbia by December 2006.

In addition to the above costs, we anticipate spending an additional $25,000 per
year  on  administrative  costs,   including  management  fees  payable  to  our
president,  professional fees and general business expenses.  Total expenditures
over the next 12 months are therefore expected to be $45,000.

Our cash on hand is  sufficient  to cover  the  anticipated  initial  assessment
studies and a portion of  administrative  expenses.  We will require  additional
funding in order to  continue  to develop a property  and to  construct a run of
river project on the property, if warranted.

We  estimate  that the cost to  complete  an  initial  hydroelectric  project is
approximately $3,695,000 consisting of:

1.   $20,000 to conduct the hydrology, environmental and fisheries assessments;

2.   $25,000 for administrative costs, including management fees payable to our
     president, professional fees and general business expenses;

3.   $250,000 to purchase or pay the development fees for a water resource; and

4.   $2,400,000 million in debt financing will be required for the construction
     of the project. Up to $1,000,000 in equity financing will also be required.

We anticipate  that this  additional  funding will be in the form of the sale of
equity and director loans. We also anticipate that up to 75% of the construction
costs of a run of river project will be funded through debt financing. We do not
currently  have any  arrangement  for any equity or debt  financing  or director
loans.


We will not receive any proceeds from the registration of the securities held by
the sell  shareholders.  We are incurring costs estimated at $17,874 to register
the shares held by our selling  security holders for resale in order to become a
reporting  issuer.  This will allow us to qualify  for  quotation  of our common
stock on the OTC Bulletin Board. However,  there is no guarantee that our common
stock will be accepted  for  quotation  on the OTC  Bulletin  Board,  or that if
accepted, that such quotation will be maintained.


We  believe that  we will be more successful in raising the required funding for
our  business  plan  if  there  is  a public trading market  for our securities.
However,  we  do not have  any such financing arranged and there is no guarantee
that we will be successful in raising  the required financing.  The registration
of our issued shares for resale represents a significant benefit to shareholders
affiliated with Mr. Velestuk that hold a significant portion of the shares to be
registered.

                                       27



Going Concern Opinion

We have not attained  profitable  operations  and are dependent  upon  obtaining
financing  to complete our  business  plan.  Our  independent  accountants  have
expressed doubt about our ability to continue as a going concern because we have
incurred  losses since our  inception.  Further  losses are  anticipated  in the
development  of our  business.  Our ability to  continue  as a going  concern is
dependent  upon our  ability to  generate  profitable  operations  in the future
and/or to obtain the necessary  financing to meet our  obligations and repay our
liabilities  arising from normal  business  operations when they come due. If we
cannot raise  financing to meet our  obligations,  we will be insolvent and will
cease business operations.


Results Of Operations For The Period From Inception Through January 31, 2006

We have not earned  any  revenues  from our  incorporation  on July 29,  2005 to
January 31, 2006. We do not  anticipate  earning  revenues  until we establish a
hydro project on a site, secure an energy purchase  agreement and erect turbines
on the site, of which there is no guarantee.

We incurred  operating expenses in the amount of $12,798 for the period from our
inception on July 29, 2005 to January 31, 2006.  These  operating  expenses were
comprised of legal fees of $3,000,  audit and accounting fees of $5,963,  office
and sundry expenses of $397, filing fees of $738 and donated rent of $2,700.

We have not attained  profitable  operations  and are dependent  upon  obtaining
financing to complete our business plan.

Certain Relationships And Related Transactions

Bruce Velestuk,  our president,  provided a cash advance of $81 to us during the
period ended October 31, 2005.  This amount is unsecured,  non-interest  bearing
and has no specific terms of repayment.


Mr. Velestuk also provides office premises to us. The office premises are valued
by management  at $450 per month.  During the period ended from our inception on
July 29, 2005 to January 31, 2006, donated rent expense of $2,700 was charged to
operations.


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

*    Any of our directors or officers;
*    Any person proposed as a nominee for election as a director;
*    Any person who beneficially owns, directly or indirectly, shares carrying
     more than 10% of the voting rights attached to our outstanding shares of
     common stock;
*    our sole promoter, Bruce Velestuk;
*    Any member of the immediate family of any of the foregoing persons.

                                       28



     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
retaining an authorized  OTC Bulletin Board market maker in order to sponsor our
application  for quotation of our common stock on the over the counter  bulletin
board  upon the  effectiveness  of the  registration  statement  of  which  this
prospectus  forms a part.  However,  we can provide no assurance that our shares
will be traded on the bulletin  board or, if traded,  that a public  market will
materialize.

Stockholders of Our Common Shares

As  of  the  date  of  this  registration   statement,  we  have  32  registered
shareholders.

Rule 144 Shares

A total of 3,250,000 shares of our common stock are available for
resale to the  public  after  August 5, 2006 in  accordance  with the volume and
trading  limitations  of Rule  144 of the Act.  In  general,  under  Rule 144 as
currently in effect, a person who has  beneficially  owned shares of a company's
common  stock for at least one year is  entitled  to sell within any three month
period a number of shares that does not exceed the greater of:

1.   1% of the number of shares of the company's common stock then outstanding
     which, in our case, will equal 694,625 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,  persons who are our affiliates  hold all of
the 3,250,000 shares that may be sold pursuant to Rule 144.

Registration Rights

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

Dividends

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

                                       29



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

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

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

                        Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or
paid to our  executive  officers by any person for all services  rendered in all
capacities  to us for the period from our  inception on July 29, 2005 to October
31, 2005, our fiscal year end and during the interim  period ended January 31,
2006.

                         Annual Compensation

                                 Other Restricted Options/ LTIP Other
                                         Stock  * SARs  payouts Comp
Name    Title   Year Salary Bonus Comp. Awarded    (#)     ($)
-----------------------------------------------------------------------
Bruce    Pres., 2005 $0          0    0       0        0       0     0
Velestuk CEO &
         Dir.


Stock Option Grants

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

Consulting Agreements

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

Financial Statements

Index to Financial Statements:

1. Auditors' Report;


2.   Audited financial  statements for the period from our inception on July 29,
     2005 to October 31, 2005 and interim unaudited financial statements for the
     period ended January 31, 2006, including:

  a. Balance Sheets;

  b. Statements of Operations;

  c. Statement of Stockholders' Equity;

  d. Statements of Cash Flows; and

  e. Notes to Financial Statements

                                       30







                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)

                              FINANCIAL STATEMENTS

                                October 31, 2005





BALANCE SHEET

STATEMENT OF OPERATIONS

STATEMENT OF CASH FLOWS

STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO FINANCIAL STATEMENTS


                                       31





                                                                     
[DALE MATHESON           Partnership of:           Robert J Burkart, Inc.     James F Carr-Hilton, Ltd.
[CARR-HILTON LABONTE     Alvin F Dale, Ltd.        Peter J Donaldson, Inc.    R.J. LaBonte, Ltd.
-------------------      Robert J Matheson, Inc.   Fraser G Ross, Ltd.
[CHARTERED ACCOUNTANTS LOGO]

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


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Stockholders and Board of Directors of Fairview Energy Corporation Inc.

We have  audited  the  balance  sheets of  Fairview  Energy  Corporation  Inc.(a
development  stage  company)  as at  October  31,  2005  and the  statements  of
operations, stockholders' equity and cash flows for the period from inception on
July  29,  2005  to  October  31,  2005.  These  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial  position of the Company as at October 31, 2005 and the
statements  of  operations,  stockholders'  equity and cash flows for the period
from  inception  on July  29,  2005 to  October  31,  2005  in  conformity  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.

                                      "Dale Matheson Carr-Hilton LaBonte"

                                             CHARTERED ACCOUNTANTS

Vancouver, B.C.
November 30, 2005

                                       32



                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                                  BALANCE SHEET
                                October 31, 2005
                             (Stated in US Dollars)
                             ----------------------


                                                                                                     2005
                                     ASSETS
                                                                                           
Current assets
    Cash                                                                                      $         29,879
                                                                                              ================

                                   LIABILITIES
Current liabilities
    Accounts payable                                                                          $          5,463
    Due to related party - Note 4                                                                           81
                                                                                              ----------------
                                                                                                         5,544
                                                                                              ----------------


                              STOCKHOLDERS' EQUITY

Capital stock - Note 3 Authorized:
           75,000,000  common shares, par value $0.001 per share
    Issued and outstanding:
            6,946,250  common shares                                                                     6,946

Additional paid-in capital                                                                              24,529
Deficit accumulated during the development stage                                                        (7,140)
                                                                                              ----------------

                                                                                                        24,335
                                                                                              ----------------
                                                                                              $         29,879
                                                                                              ================




    The accompanying notes are an integral part of these financial statements

                                       33



                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
      for the period July 29, 2005 (Date of Inception) to October 31, 2005
                             (Stated in US Dollars)
                              --------------------




                                                                                                          2005
                                                                                                          ----
                                                                                                 
Expenses
   Accounting and audit fees                                                                        $         3,963
   Donated rent - Note 4
                                                                                                              1,350
   Legal fees                                                                                                 1,500
   Office and sundry                                                                                            327
                                                                                                    ---------------

Net loss for the period                                                                             $        (7,140)
                                                                                                    ===============

Basic loss per share                                                                                $         (0.00)
                                                                                                    ===============

Weighted average number of shares outstanding                                                             5,508,054
                                                                                                    ===============



    The accompanying notes are an integral part of these financial statements

                                       34



                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                      STATEMENT OF STOCKHOLDERS' EQUITY for
             the period July 29, 2005 (Date of Inception) to October
                                    31, 2005
                             (Stated in US Dollars)



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

Capital stock issued for cash
August, 2005 - at $0.001        3,250,000     $     3,250     $          -       $          -        $           -    $    3,250
August, 2005 - at $0.005        3,675,000           3,675           14,700                  -                    -        18,375
August, 2005 - at  $0.40           21,250              21            8,479                  -                    -         8,500
Donated rent                            -               -            1,350              1,350                    -         1,350
Net loss for the period                 -               -                -                  -               (7,140)       (7,140)
                               -----------   -------------   --------------      -------------       --------------   -----------

Balance, October 31, 2005       6,946,250    $      6,946     $     24,529       $      1,350        $      (7,140)   $   24,335
                               ===========   =============   ==============      =============       ==============   ===========




    The accompanying notes are an integral part of these financial statements

                                       35



                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
      for the period July 29, 2005 (Date of Inception) to October 31, 2005
                             (Stated in US Dollars)
                              --------------------




                                                                                                   2005
                                                                                                   ----
                                                                                         
Cash flows from operating activities
    Net loss for the period                                                                 $        ( 7,140)
    Adjustments to reconcile net loss to net cash from
     operating activities:
       Non-cash donated rent                                                                           1,350
       Accounts payable and accrued liabilities                                                        5,463
                                                                                            ----------------

Net cash used in operating activities                                                               (    327)
                                                                                            ----------------

Cash flows from financing activities
    Due to related party                                                                                  81
    Capital stock issued                                                                              30,125
                                                                                            ----------------

Net cash from financing activities                                                                    30,206
                                                                                            ----------------

Increase in cash during the period and cash, end of period                                  $         29,879
                                                                                            ================

Supplemental disclosure of cash flow information Cash paid for:
       Interest                                                                             $              -
                                                                                            ================

       Income taxes                                                                         $              -
                                                                                            ================



    The accompanying notes are an integral part of these financial statements

                                       36




                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                        NOTES TO THE FINANCIAL STATEMENTS
                                October 31, 2005

Note 1        Nature and Continuance of Operations
              ------------------------------------
              The  Company was  incorporated  in the State of Nevada on July 29,
              2005 and is in the development stage.

              The  Company  will focus its  resources  on  developing  renewable
              energy  sources  that create  "green"  hydro-electric  energy,  by
              identifying  run-of-river  projects  in the  province  of  British
              Columbia.

              Going Concern
              -------------
              These financial statements have been prepared on the going concern
              basis  of  accounting.  The  Company  has  incurred  losses  since
              inception  resulting  in an  accumulated  deficit  of  $7,140  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.

              Most  of   the   Company's   cash  on  hand   will   be   utilized
              registering the Company as a reporting  issuer with the Securities
              and Exchange  Commission and listing the Company's common stock on
              the Over the Counter  Bulletin  Board  leaving no funds to finance
              the Company's  operations.  Management  estimates  that $20,000 is
              required  over the next  twelve  months to finance  the  Company's
              operations.  Management  will therefore  need to raise  additional
              capital to finance the Company's operations.

              Management  anticipates that funding for the Company's  operations
              for the next twelve months will be available through cash on hand,
              advances from the sole director or additional  equity financing by
              means of private placements of the Company's common stock.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------
              Basis of Presentation
              ---------------------
              These  financial  statements have been prepared in accordance with
              generally accepted  accounting  principles in the United States of
              America and are presented in US dollars.

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


              Use of Estimates and Assumptions
              --------------------------------
              The preparation of financial  statements in conformity with United
              States   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.

                                       37




Fairview Energy Corporation, Inc.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2005

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Foreign Currency Translation
              ----------------------------
              The financial  statements are presented in United States  dollars.
              In accordance with Statement of Financial Accounting Standards No.
              52, "Foreign Currency  Translation",  foreign denominated monetary
              assets and  liabilities  are  translated  to 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  period.  Gains or losses
              resulting  from  foreign  currency  transactions  are  included in
              results of operations

              Fair Value of Financial Instruments
              -----------------------------------
              The  carrying  value  of  cash,   accounts   payable  and  accrued
              liabilities and amounts due to related parties  approximates their
              fair value because of the short maturity of these instruments.  It
              is management's  determination  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 plans 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 October 31, 2005 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  reflects the  potential  dilution of
              securities  that  could  share  in the  earnings  of the  Company.
              Because  the  Company  does  not  have  any  potentially  dilutive
              securities,  the  accompanying  presentation is only of basic loss
              per share.

                                       38



Fairview Energy Corporation, Inc.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2005

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Stock Based Compensation

              In  December  2002,  the  Financial   Accounting  Standards  Board
              ("FASB") issued Financial Accounting Standard No. 148, "Accounting
              for Stock-Based  Compensation - Transition and Disclosure"  ("SFAS
              No. 148"), an amendment of Financial  Accounting  Standard No. 123
              "Accounting for Stock-Based  Compensation"  ("SFAS No. 123").  The
              purpose of SFAS No. 148 is to: (1) provide  alternative methods of
              transition  for an entity  that  voluntarily  changes  to the fair
              value  based  method  of  accounting  for   stock-based   employee
              compensation,  (2)  amend the  disclosure  provisions  to  require
              prominent  disclosure  about the effects on reported net income of
              an  entity's   accounting   policy   decisions   with  respect  to
              stock-based employee  compensation,  and (3) to require disclosure
              of those effects in interim financial information.  The disclosure
              provisions of SFAS No. 148 were  effective for the Company for the
              period ended December 31, 2003.

              The  Company  has  elected to  account  for  stock-based  employee
              compensation  arrangements  in accordance  with the  provisions of
              Accounting  Principles Board Opinion No. 25, "Accounting for Stock
              Issued  to  Employees",   ("APB  No.  25")  and  comply  with  the
              disclosure  provisions  of SFAS No. 123 as amended by SFAS No. 148
              as described  above. In addition,  in accordance with SFAS No. 123
              the Company applies the fair value method using the  Black-Scholes
              option-pricing   model  in  accounting  for  options   granted  to
              consultants.  Under APB No. 25, compensation expense is recognized
              based on the difference,  if any, on the date of grant between the
              estimated  fair  value of the  Company's  stock and the  amount an
              employee  must pay to acquire the stock.  Compensation  expense is
              recognized  immediately  for past services and pro-rata for future
              services over the  option-vesting  period. To October 31, 2005 the
              Company has not issued any stock options and  accordingly  has not
              recorded any stock based compensation.

              Recent Accounting Pronouncements

              In  December  2004,  the  Financial   Accounting  Standards  Board
              ("FASB")  issued SFAS No. 123 (Revised  2004)  ("SFAS No.  123R"),
              "Share-Based   Payment."   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.  SFAS No. 123R  represents  the  culmination of a two-year
              effort to respond to requests from  investors and many others that
              the  FASB  improve  the   accounting   for   share-based   payment
              arrangements with employees.  The scope of SFAS No.123R includes a
              wide  range of  share-based  compensation  arrangements  including
              share options,  restricted share plans,  performance-based awards,
              share appreciation rights, and employee share purchase plans. SFAS
              No.  123R  replaces  SFAS No.  123,  "Accounting  for  Stock-Based
              Compensation",  and supersedes APB Opinion No. 25, "Accounting for
              Stock Issued to Employees".  SFAS No. 123, as originally issued in
              1995,  established  as  preferable  a  fair-value-based  method of
              accounting for share-based payment transactions with employees.


                                       39



Fairview Energy Corporation, Inc.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2005

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------


              Recent Accounting Pronouncements - (cont'd)

              However,   that  statement   permitted   entities  the  option  of
              continuing to apply the guidance in APB Opinion No. 25, as long as
              the  footnotes  to the  financial  statements  disclosed  what net
              income would have been had the preferable  fair-value-based method
              been used.  Although  those  disclosures  helped to  mitigate  the
              problems associated with accounting under APB Opinion No. 25, many
              investors  and other users of financial  statements  believed that
              the failure to include employee  compensation  costs in the income
              statement   impaired   the   transparency,    comparability,   and
              credibility of financial statements.  Public entities that file as
              small business issuers will be required to apply Statement 123R in
              the first  interim or annual  reporting  period that begins  after
              December 15, 2005.  The adoption of this  standard is not expected
              to have a material  impact on the Company's  results of operations
              or financial position.

              In December  2004,  the FASB issued  SFAS No. 153,  "Exchanges  of
              Nonmonetary Assets - An Amendment of APB Opinion No. 29". SFAS No.
              153 is the  result  of a  broader  effort  by the FASB to  improve
              financial reporting by eliminating differences between GAAP in the
              United States and GAAP developed by the  International  Accounting
              Standards Board (IASB).  As part of this effort,  the FASB and the
              IASB identified  opportunities to improve  financial  reporting by
              eliminating  certain  narrow  differences  between their  existing
              accounting  standards.  SFAS No. 153 amends  APB  Opinion  No. 29,
              "Accounting  for  Nonmonetary  Transactions",  that was  issued in
              1973.  The  amendments  made by SFAS  No.  153  are  based  on the
              principle that exchanges of nonmonetary  assets should be measured
              based on the fair  value of the  assets  exchanged.  Further,  the
              amendments   eliminate  the  narrow   exception  for   nonmonetary
              exchanges  of  similar  productive  assets  and  replace it with a
              broader exception for exchanges of nonmonetary  assets that do not
              have  "commercial  substance."  Previously,  APB  Opinion  No.  29
              required that the accounting for an exchange of a productive asset
              for a similar  productive  asset or an equivalent  interest in the
              same or similar  productive  asset should be based on the recorded
              amount of the asset  relinquished.  The  provisions in SFAS No.153
              are effective for nonmonetary asset exchanges  occurring in fiscal
              periods  beginning  after  June 15,  2005.  Early  application  is
              permitted and companies must apply the standard prospectively. The
              effect of  adoption  of this  standard  is not  expected to have a
              material  impact  on  the  Company's  results  of  operations  and
              financial position.

              FASB  has  also  issued  SFAS  No.  151  Inventory  Cost  and  152
              Accounting for Real Estate Time Sharing Transactions but they will
              not  have  any  relationship  to the  operations  of the  Company,
              therefore a description and its impact on the Company's operations
              for each, have not been disclosed.

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

Note 3        Capital Stock
              -------------
              The total number of common shares authorized that may be issued by
              the Company is 75,000,000  shares with a par value of one tenth of
              one cent ($0.001) per share.

              During the period  from July 29, 2005  (Inception)  to October 31,
              2005,  the Company  issued  6,946,250  shares of common  stock for
              total proceeds of $30,125.

              At October 31,  2005 there were no  outstanding  stock  options or
              warrants  and has not  recorded  any stock based  compensation  to
              date.

                                       40



Fairview Energy Corporation, Inc.
(A Development Stage Company)
Notes to the Financial Statements
October 31, 2005


Note 4        Related Party Transactions
              --------------------------
              a)  The  President  provided  a  cash  advance   of  $81   to  the
                  Company during the period ended October 31, 2005.  This amount
                  is unsecured,  non-interest  bearing and has no specific terms
                  of repayment.

              The President provides office premises to the Company.  The office
              premises are valued by  management  at $450 per month.  During the
              period ended October 31, 2005,  donated rent expense of $1,350 was
              charged to operations.  Related party transactions occurred in the
              normal  course of  operations  and are  measured  at the  exchange
              amount,  which is the  amount  of  consideration  established  and
              agreed by the related parties.

Note 5        Income Taxes
              ------------
              The significant components of the Company's potential deferred tax
              assets are as follows:


                                                                                      October 31,
                                                                                        2005
                                                                                     
             Deferred Tax Assets
               Non-capital loss carryforward                                         $     1,071
                Less:  valuation allowance for potential deferred tax asset               (1,071)
                                                                                     ------------
                                                                                     $         -
                                                                                     ============


              There were no temporary  differences between the Company's tax and
              financial bases that result in deferred tax assets, except for the
              Company's   net   operating   loss   carryforwards   amounting  to
              approximately  $7,140 at October 31, 2005,  which may be available
              to reduce future year's taxable income.  These  carryforwards will
              expire, if not utilized,  commencing in 2025.  Management believes
              that the  realization  of the  benefits  from these  deferred  tax
              assets appears  uncertain due to the Company's  limited  operating
              history and continuing  losses.  Accordingly a full,  deferred tax
              asset  valuation  allowance  has been provided and no deferred tax
              asset benefit has been recorded.

                                       41



                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)

                          INTERIM FINANCIAL STATEMENTS

                                January 31, 2006









BALANCE SHEET

INTERIM STATEMENT OF OPERATIONS

INTERIM STATEMENT OF CASH FLOWS

INTERIM STATEMENT OF STOCKHOLDERS' EQUITY

NOTES TO INTERIM FINANCIAL STATEMENTS

                                       42



                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                                 BALANCE SHEETS
                             (Stated in US Dollars)
                             ----------------------


                                                                                    January 31,        October 31,
                                                                                       2006                2005
                                                                                       ----                ----
                                                                                    (Unaudited)         (Audited)
                                                        ASSETS
                                                        ------
                                                                                                  
Current assets
    Cash                                                                         $         26,635   $         29,879
                                                                                 ================   ================

                                                     LIABILITIES
                                                     -----------

Current liabilities
    Accounts payable                                                             $          6,527   $          5,463
    Due to related party - Note 4                                                              81                 81
                                                                                 ----------------   ----------------

                                                                                            6,608              5,544
                                                                                 ----------------   ----------------


                                                 STOCKHOLDERS' EQUITY
                                                 --------------------

Capital stock - Note 3 Authorized:
           75,000,000  common shares, par value $0.001 per share
    Issued and outstanding:
            6,946,250  common shares                                                        6,946              6,946
Additional paid-in capital                                                                 25,879             24,529
Deficit accumulated during the development stage                                          (12,798)            (7,140)
                                                                                 ----------------   ----------------

                                                                                           20,027             24,335
                                                                                 ----------------   ----------------

                                                                                 $         26,635   $         29,879
                                                                                 ================   ================





                                       43

    The accompanying notes are an integral part of these financial statements





                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                         INTERIM STATEMENT OF OPERATIONS
                   for the three months ended January 31, 2006
    and for the period July 29, 2005 (Date of Inception) to January 31, 2006
                                    Unaudited
                             (Stated in US Dollars)
                             ----------------------


                                                                                                      July 29,2005
                                                                                                     (Inception) to
                                                                                      January 31,     January 31,
                                                                                          2006              2006
                                                                                          ----              ----
                                                                                                 
Expenses
   Accounting and audit fees                                                      $         2,000   $         5,963
   Donated rent - Note 4                                                                    1,350             2,700
   Filing                                                                                     738               738
   Legal fees                                                                               1,500             3,000
   Office and sundry                                                                           70               397
                                                                                  ---------------   ---------------

Net loss for the period                                                           $        (5,658)  $       (12,798)
                                                                                  ===============   ===============

Basic loss per share                                                              $         (0.00)  $         (0.00)
                                                                                  ===============   ===============

Weighted average number of shares outstanding                                           5,508,054
                                                                                  ===============











    The accompanying notes are an integral part of these financial statements

                                       44



                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
      for the period July 29, 2005 (Date of Inception) to January 31, 2006
                                    Unaudited
                             (Stated in US Dollars)
                             ----------------------


                                                                                                   Deficit
                                                                                                 Accumulated
                                                                             Additional           During the
                                                 Common Shares                 Paid-in            Development
                                     ---------------------------------
                                              Number        Par Value          Capital               Stage              Total
                                              -----         ---------          -------               -----              -----
                                                                                                      
Capital stock issued for cash
August, 2005       - at $0.001               3,250,000  $        3,250  $             -     $              -      $        3,250
August, 2005      - at $0.005                3,675,000           3,675           14,700                    -              18,375
August, 2005      - at $0.40                    21,250              21            8,479                    -               8,500
Donated rent                                         -               -            1,350                    -               1,350
Net loss for the period                              -               -                -               (7,140)             (7,140)
                                       ---------------  --------------  ---------------     ----------------      --------------
Balance, October 31, 2005                    6,946,250           6,946           24,529               (7,140)             24,335

Donated rent                                         -               -            1,350                    -               1,350
Net loss for the period                              -               -                -               (5,658)             (5,658)
                                       ---------------  --------------  ---------------     ----------------      --------------
Balance, January 31, 2006                    6,946,250  $        6,946  $        25,879     $        (12,798)     $       20,027
                                       ===============  ==============  ===============     ================      ==============






    The accompanying notes are an integral part of these financial statements

                                       45



                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                         INTERIM STATEMENT OF CASH FLOWS
                 for the three months ended January 31, 2006 and
      for the period July 29, 2005 (Date of Inception) to January 31, 2006
                                    Unaudited
                             (Stated in US Dollars)
                             ----------------------


                                                                                                        July 29,2005
                                                                                                       (Inception) to
                                                                                    January 31,         January 31,
                                                                                        2006                 2006
                                                                                        ----                 ----
                                                                                                  
Cash flows from operating activities
    Net loss for the period                                                     $        ( 5,658)    $        ( 7,140)
    Adjustments to reconcile net loss to net cash from
     operating activities:
       Non-cash donated rent                                                               1,350                1,350
       Accounts payable and accrued liabilities                                            1,064                5,463
                                                                                ----------------     ----------------

Net cash used in operating activities                                                 (    3,244)            (    327)
                                                                                ----------------     ----------------

Cash flows from financing activities
    Due to related party                                                                       -                   81
    Capital stock issued                                                                       -               30,125
                                                                                ----------------     ----------------

Net cash from financing activities                                                             -               30,206
                                                                                ----------------     ----------------

Increase (decrease) in cash during the period                                         (    3,244)              29,879

Cash, beginning of the period                                                             29,879                    -
                                                                                ----------------     ----------------

Cash, end of the period                                                         $         26,635     $         29,879
                                                                                ================     ================

Supplemental disclosure of cash flow information Cash paid for:
       Interest                                                                 $              -     $              -
                                                                                ================     ================

       Income taxes                                                             $              -     $              -
                                                                                ================     ================








    The accompanying notes are an integral part of these financial statements

                                       46



                        FAIRVIEW ENERGY CORPORATION, INC.

                          (A Development Stage Company)
                    NOTES TO THE INTERIM FINANCIAL STATEMENTS
                                January 31, 2006

Note 1        Nature and Continuance of Operations
              ------------------------------------

              The  Company was  incorporated  in the State of Nevada on July 29,
              2005 and is in the development stage.

              The  Company  will focus its  resources  on  developing  renewable
              energy  sources  that create  "green"  hydro-electric  energy,  by
              identifying  run-of-river  projects  in the  province  of  British
              Columbia.

              Going Concern
              -------------

              These financial statements have been prepared on the going concern
              basis  of  accounting.  The  Company  has  incurred  losses  since
              inception  resulting  in an  accumulated  deficit  of  $7,140  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.

              Most  of  the Company's cash on hand will be utilized registering
              the Company as a reporting issuer with the Securities and Exchange
              Commission and listing the Company's common stock on  the Over the
              Counter  Bulletin  Board leaving no funds to finance the Company's
              operations.  Management  estimates  that $20,000 is required  over
              the next twelve months to finance the Company's
              operations.  Management  will therefore  need to raise  additional
              capital to finance the Company's operations.

              Management  anticipates that funding for the Company's  operations
              for the next twelve months will be available through cash on hand,
              advances from the sole director or additional  equity financing by
              means of private placements of the Company's common stock.

Note 2        Summary of Significant Accounting Policies
              ------------------------------------------

              Basis of Presentation
              ---------------------

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

              Development Stage Company
              -------------------------

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


              Use of Estimates and Assumptions
              ---------------------------------

              The preparation of financial  statements in conformity with United
              States   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.

                                       47



Fairview Energy Corporation, Inc.
(A Development Stage Company)
Notes to the Interim Financial Statements
January 31, 2006

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Foreign Currency Translation
              ----------------------------

              The financial  statements are presented in United States  dollars.
              In accordance with Statement of Financial Accounting Standards No.
              52, "Foreign Currency  Translation",  foreign denominated monetary
              assets and  liabilities  are  translated  to 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  period.  Gains or losses
              resulting  from  foreign  currency  transactions  are  included in
              results of operations

              Fair Value of Financial Instruments
              -----------------------------------

              The  carrying  value  of  cash,   accounts   payable  and  accrued
              liabilities and amounts due to related parties  approximates their
              fair value because of the short maturity of these instruments.  It
              is management's  determination  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 plans 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 January 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.

                                       48



Fairview Energy Corporation, Inc.
(A Development Stage Company)
Notes to the Interim Financial Statements
January 31, 2006

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------

              Stock Based Compensation

              In  December  2002,  the  Financial   Accounting  Standards  Board
              ("FASB") issued Financial Accounting Standard No. 148, "Accounting
              for Stock-Based  Compensation - Transition and Disclosure"  ("SFAS
              No. 148"), an amendment of Financial  Accounting  Standard No. 123
              "Accounting for Stock-Based  Compensation"  ("SFAS No. 123").  The
              purpose of SFAS No. 148 is to: (1) provide  alternative methods of
              transition  for an entity  that  voluntarily  changes  to the fair
              value  based  method  of  accounting  for   stock-based   employee
              compensation,  (2)  amend the  disclosure  provisions  to  require
              prominent  disclosure  about the effects on reported net income of
              an  entity's   accounting   policy   decisions   with  respect  to
              stock-based employee  compensation,  and (3) to require disclosure
              of those effects in interim financial information.  The disclosure
              provisions of SFAS No. 148 were  effective for the Company for the
              period ended December 31, 2003.

              The  Company  has  elected to  account  for  stock-based  employee
              compensation  arrangements  in accordance  with the  provisions of
              Accounting  Principles Board Opinion No. 25, "Accounting for Stock
              Issued  to  Employees",   ("APB  No.  25")  and  comply  with  the
              disclosure  provisions  of SFAS No. 123 as amended by SFAS No. 148
              as described  above. In addition,  in accordance with SFAS No. 123
              the Company applies the fair value method using the  Black-Scholes
              option-pricing   model  in  accounting  for  options   granted  to
              consultants.  Under APB No. 25, compensation expense is recognized
              based on the difference,  if any, on the date of grant between the
              estimated  fair  value of the  Company's  stock and the  amount an
              employee  must pay to acquire the stock.  Compensation  expense is
              recognized  immediately  for past services and pro-rata for future
              services over the  option-vesting  period. To January 31, 2006 the
              Company has not issued any stock options and  accordingly  has not
              recorded any stock based compensation.

              Recent Accounting Pronouncements

              In  December  2004,  the  Financial   Accounting  Standards  Board
              ("FASB")  issued SFAS No. 123 (Revised  2004)  ("SFAS No.  123R"),
              "Share-Based   Payment."   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.  SFAS No. 123R  represents  the  culmination of a two-year
              effort to respond to requests from  investors and many others that
              the  FASB  improve  the   accounting   for   share-based   payment
              arrangements with employees.  The scope of SFAS No.123R includes a
              wide  range of  share-based  compensation  arrangements  including
              share options,  restricted share plans,  performance-based awards,
              share appreciation rights, and employee share purchase plans. SFAS
              No.  123R  replaces  SFAS No.  123,  "Accounting  for  Stock-Based
              Compensation",  and supersedes APB Opinion No. 25, "Accounting for
              Stock Issued to Employees".  SFAS No. 123, as originally issued in
              1995,  established  as  preferable  a  fair-value-based  method of
              accounting for share-based payment transactions with employees.

                                       49



Fairview Energy Corporation, Inc.
(A Development Stage Company)
Notes to the Interim Financial Statements
January 31, 2006

Note 2        Summary of Significant Accounting Policies - (cont'd)
              ------------------------------------------


              Recent Accounting Pronouncements - (cont'd)

              However,   that  statement   permitted   entities  the  option  of
              continuing to apply the guidance in APB Opinion No. 25, as long as
              the  footnotes  to the  financial  statements  disclosed  what net
              income would have been had the preferable  fair-value-based method
              been used.  Although  those  disclosures  helped to  mitigate  the
              problems associated with accounting under APB Opinion No. 25, many
              investors  and other users of financial  statements  believed that
              the failure to include employee  compensation  costs in the income
              statement   impaired   the   transparency,    comparability,   and
              credibility of financial statements.  Public entities that file as
              small business issuers will be required to apply Statement 123R in
              the first  interim or annual  reporting  period that begins  after
              December 15, 2005.  The adoption of this  standard is not expected
              to have a material  impact on the Company's  results of operations
              or financial position.

              In December  2004,  the FASB issued  SFAS No. 153,  "Exchanges  of
              Nonmonetary Assets - An Amendment of APB Opinion No. 29". SFAS No.
              153 is the  result  of a  broader  effort  by the FASB to  improve
              financial reporting by eliminating differences between GAAP in the
              United States and GAAP developed by the  International  Accounting
              Standards Board (IASB).  As part of this effort,  the FASB and the
              IASB identified  opportunities to improve  financial  reporting by
              eliminating  certain  narrow  differences  between their  existing
              accounting  standards.  SFAS No. 153 amends  APB  Opinion  No. 29,
              "Accounting  for  Nonmonetary  Transactions",  that was  issued in
              1973.  The  amendments  made by SFAS  No.  153  are  based  on the
              principle that exchanges of nonmonetary  assets should be measured
              based on the fair  value of the  assets  exchanged.  Further,  the
              amendments   eliminate  the  narrow   exception  for   nonmonetary
              exchanges  of  similar  productive  assets  and  replace it with a
              broader exception for exchanges of nonmonetary  assets that do not
              have  "commercial  substance."  Previously,  APB  Opinion  No.  29
              required that the accounting for an exchange of a productive asset
              for a similar  productive  asset or an equivalent  interest in the
              same or similar  productive  asset should be based on the recorded
              amount of the asset  relinquished.  The  provisions in SFAS No.153
              are effective for nonmonetary asset exchanges  occurring in fiscal
              periods  beginning  after  June 15,  2005.  Early  application  is
              permitted and companies must apply the standard prospectively. The
              effect of  adoption  of this  standard  is not  expected to have a
              material  impact  on  the  Company's  results  of  operations  and
              financial position.

              FASB  has  also  issued  SFAS  No.  151  Inventory  Cost  and  152
              Accounting for Real Estate Time Sharing Transactions but they will
              not  have  any  relationship  to the  operations  of the  Company,
              therefore a description and its impact on the Company's operations
              for each, have not been disclosed.

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

Note 3        Capital Stock
              -------------

              The total number of common shares authorized that may be issued by
              the Company is 75,000,000  shares with a par value of one tenth of
              one cent ($0.001) per share.

              During the period  from July 29, 2005  (Inception)  to October 31,
              2005,  the Company  issued  6,946,250  shares of common  stock for
              total proceeds of $30,125.

              At January 31,  2006 there were no  outstanding  stock  options or
              warrants  and has not  recorded  any stock based  compensation  to
              date.

                                       50



Fairview Energy Corporation, Inc.
(A Development Stage Company)
Notes to the Interim Financial Statements
January 31, 2006


Note 4        Related Party Transactions
              --------------------------

        a)    The  President  provided a cash  advance of $81 to the Company
              during the period  ended  October  31,  2005.  This  amount is
              unsecured,  non-interest  bearing and has no specific terms of
              repayment.

              The President provides office premises to the Company.  The office
              premises are valued by  management  at $450 per month.  During the
              period  ended  January 31,  2006,  donated  rent expense of $1,350
              (October  31, 2005 - $1,350) was  charged to  operations.  Related
              party transactions occurred in the normal course of operations and
              are  measured  at the  exchange  amount,  which is the  amount  of
              consideration established and agreed by the related parties.


Note 5        Income Taxes
              ------------

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



                                                                                       October 31,
                                                                                          2005
                                                                                          ----
                                                                                   
             Deferred Tax Assets
               Non-capital loss carryforward                                        $     1,071
                Less:  valuation allowance for potential deferred tax asset              (1,071)
                                                                                     ----------
                                                                                    $         -



              There were no temporary  differences between the Company's tax and
              financial bases that result in deferred tax assets, except for the
              Company's   net   operating   loss   carryforwards   amounting  to
              approximately  $7,140 at October 31, 2005,  which may be available
              to reduce future year's taxable income.  These  carryforwards will
              expire, if not utilized,  commencing in 2025.  Management believes
              that the  realization  of the  benefits  from these  deferred  tax
              assets appears  uncertain due to the Company's  limited  operating
              history and continuing  losses.  Accordingly a full,  deferred tax
              asset  valuation  allowance  has been provided and no deferred tax
              asset benefit has been recorded.

                                       51



Changes In And Disagreements With Accountants

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

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

                                Part II

                Information Not Required In The Prospectus

Indemnification Of Directors And Officers

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

Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's  articles of incorporation that is not the case with our articles
of incorporation. Excepted from that immunity are:

         (1)      a willful failure to deal  fairly  with  the  company  or  its
                  shareholders in connection with a matter in which the director
                  has a material conflict of interest;

         (2)      a  violation  of  criminal  law   (unless   the  director  had
                  reasonable cause to believe that his or her conduct was lawful
                  or no reasonable  cause to believe that his or her conduct was
                  unlawful);

         (3)      a  transaction  from  which  the  director derived an improper
                  personal profit; and

         (4)      willful misconduct.

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

         (1)      such indemnification is expressly required to be made by law;

         (2)      the proceeding was authorized by our Board of Directors;

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

         (4)      such  indemnification  is  required to be made pursuant to the
                  bylaws.

                                       52



Our bylaws provide that we will advance all expenses  incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or  investigative,  by  reason  of the fact  that he is or was our  director  or
officer,  or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding,  promptly  following  request.  This
advanced  of  expenses  is to be made upon  receipt of an  undertaking  by or on
behalf of such person to repay said amounts  should it be ultimately  determined
that  the  person  was not  entitled  to be  indemnified  under  our  bylaws  or
otherwise.

Our bylaws also  provide  that no advance  shall be made by us to any officer in
any action,  suit or proceeding,  whether  civil,  criminal,  administrative  or
investigative,  if a  determination  is reasonably and promptly made: (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even  if  obtainable,  a  quorum  of  disinterested  directors  so  directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-  making  party  at the time  such  determination  is made  demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.

Other Expenses Of Issuance And Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee         $    174.02
Transfer Agent Fees                                         $  1,000.00
Accounting and auditing fees and expenses                   $  5,000.00
Legal fees and expenses                                     $ 10,000.00
Printing costs                                              $    200.00
Edgar filing fees                                           $  1,500.00
                                                            -----------
Total                                                       $ 17,874.02
                                                            ===========

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the  offering  listed  above.  No portion of these
expenses will be borne by the selling  shareholders.  The selling  shareholders,
however,  will pay any other  expenses  incurred in selling  their common stock,
including any brokerage commissions or costs of sale.

                                       53



Recent Sales Of Unregistered Securities

We completed  an offering of 3,250,000  shares of our common stock at a price of
$0.0015  per share to Bruce  Velestuk  on August 5, 2005.  Mr.  Velestuk  is our
president,  chief executive  officer  treasurer,  secretary and a director.  The
total amount  received from this  offering was $3,250.  These shares were issued
pursuant to Regulation S of the Securities Act.

We completed  an offering of 3,675,000  shares of our common stock at a price of
$0.005  per share to a total of 15  purchasers  on August  21,  2005.  The total
amount  received  from this  offering was $18,375.  We completed  this  offering
pursuant to Regulation S of the Securities Act.

The purchasers in this offering were as follows:

Name of Subscriber                                Number of Shares
------------------                                ----------------
Maribel Karmazyn                                     325,000
Lorelei Velestuk                                     325,000
Woody Turnquist                                      325,000
Dawnlea Tait                                         200,000
Laurie Hunsberger                                    200,000
Dean Caviness                                        225,000
Deagan Reimer                                        325,000
Bruce Mede                                           225,000
Dave May                                             225,000
Dave Ball                                            225,000
Steve Jones                                          325,000
Herb Tait                                            200,000
Deborah McBride                                      175,000
Elizabeth Erickson                                   200,000
Shannon Fitton                                       175,000

We  completed  an  offering of 21,250  shares of our common  stock at a price of
$0.40 per share to a total of 17 purchasers on August 25, 2005. The total amount
received from this offering was $8,500.  We completed this offering  pursuant to
Regulation S of the Securities Act.

The purchasers in this offering were as follows:

Name of Subscriber                               Number of Shares
------------------                               ----------------
Dave Karmazyn                                        1,200
Catherine Mede                                       1,500
Kim May                                              1,300
Shirley Tait                                         1,100
Russell Fitton                                       1,400
Robert McBride                                       1,600
Sally Wong                                           1,200
Carolyn Windsor-Sturm                                1,000
Kavinder Dhillon                                     1,400
Ivan Milosnovic                                      1,100
Marian Velestuk                                      1,500
Douglas Dunn                                         1,250
Kathryn Witter                                       1,250
Allen Crowley                                        1,200
Bruce Hodding                                        1,250
Chris Turley                                         1,000
Catherine Edwards                                    1,000

                                       54



Regulation S Compliance

Neither we, a distributor, any respective affiliates nor any person on behalf of
any of the foregoing made any directed selling efforts in the United States;

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for  the account or  benefit  of a
U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;

Each  purchaser  of the  securities  agreed to resell  such  securities  only in
accordance with the provisions of Regulation S, pursuant to  registration  under
the Act, or pursuant to an available exemption from registration; and agreed not
to engage in  hedging  transactions  with  regard to such  securities  unless in
compliance with the Act;

The securities contain a legend to the effect that transfer is prohibited except
in accordance  with the  provisions  of  Regulation S, pursuant to  registration
under the Act, or pursuant to an available exemption from registration; and that
hedging  transactions  involving those securities may not be conducted unless in
compliance with the Act; and

We are  required,  either by contract or a  provision  in its bylaws,  articles,
charter or  comparable  document,  to refuse to  register  any  transfer  of the
securities  not made in accordance  with the provisions of Regulation S pursuant
to  registration  under the Act,  or  pursuant to an  available  exemption  from
registration;  provided,  however,  that  if any  law of any  Canadian  province
prevents us from refusing to register  securities  transfers,  other  reasonable
procedures,  such  as a  legend  described  in  paragraph  (b)(3)(iii)(B)(3)  of
Regulation S have been implemented to prevent any transfer of the securities not
made in accordance with the provisions of Regulation S.

                             Exhibits

Exhibit
Number            Description

  3.1*            Articles of Incorporation
  3.2*            Bylaws
  5.1             Legal opinion to be provided prior to effective date
 23.1             Consent of Dale Matheson Carr-Hilton LaBonte,
                  Chartered Accountants

*  filed as an exhibit to our SB-2 on January 9, 2006


                                       55



The undersigned registrant hereby undertakes:

1.     To 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; and notwithstanding the forgoing, 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; and
      (c)  include any additional or changed material information on the plan of
           distribution.

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

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

4.     That, for determining  our  liability  under  the  Securities  Act to any
       purchaser in the initial distribution of  the  securities,  we  undertake
       that  in  a  primary  offering   of  our  securities   pursuant  to  this
       registration statement, regardless  of the  underwriting  method  used to
       sell the securities to the purchaser, if the securities  are  offered  or
       sold to such purchaser by means of any  of the  following communications,
       we will be a seller to the  purchaser and will be considered to  offer or
       sell such securities to such purchaser:

      (i)  any preliminary prospectus or prospectus that we file relating to the
           offering  required to be filed pursuant to Rule 424 (Section  230.424
           of this chapter);

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

    (iii) the  portion  of any other free  writing  prospectus  relating  to the
          offering  containing  material  information about us or our securities
          provided by or on behalf of us; and


                                       56



    (iv)  any other communication that is an offer in the offering made
          by us to the purchaser.

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

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

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
person sin connection with the securities being  registered,  we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.

                                   Signatures

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for filing on Form SB-2 and authorized  this  registration
statement  to be  signed  on its  behalf  by the  undersigned,  in the  City  of
Vancouver, Province of British Columbia on April 5, 2005.


                                            Fairview Energy Corporation, Inc.

                                            By: /s/ Bruce Velestuk
                                            ------------------------------
                                            Bruce Velestuk, President, Chief
                                            Executive Officer, Treasurer,
                                            Secretary and Director




SIGNATURE               CAPACITY IN WHICH SIGNED             DATE

/s/ Bruce Velestuk      President, Chief Executive       April 5, 2006
----------------------- Officer, Treasurer, Secretary,
                        principal financial officer,
                        principal accounting officer
                        and Director


                                       57