Balsam Ventures 10-Q 2009 Q2 Quarterly report

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

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJune 30, 2009

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

COMMISSION FILE NUMBER000-32011

BALSAM VENTURES, INC.
(Exact name of registrant as specified in its charter)

NEVADA	52-2219056
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite 410-103 East Holly Street, National Bank Building
Bellingham, WA	98225
(Address of principal executive offices)	(Zip Code)

(360) 306-1133
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. [X] Yes    [   ]No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,
if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(s. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). [   ]Yes    [  ]No

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

Large accelerated filer [   ]		Accelerated filer                     [   ]
Non-accelerated filer   [   ]	(Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[X] Yes    [  ]No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest
practicable date:As of August 14, 2009, the Registrant had 1,534,089 shares of common stockoutstanding.

PART I - FINANCIAL INFORMATION

ITEM 1.                 FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended June 30, 2009 are not necessarily indicative of the results that can be expected for the year ending December 31, 2009.

As used in this Quarterly Report, the terms "we,” "us,” "our,” “Balsam” and the “Company” mean Balsam Ventures, Inc. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

2

BALSAM VENTURES, INC.
(A Development Stage Company)

FINANCIAL STATEMENTS

JUNE 30, 2009

(Unaudited)

(Stated in U.S. Dollars)

BALSAM VENTURES, INC.
(A Development Stage Company)

BALANCE SHEETS
(Stated in U.S. Dollars)

		JUNE 30,			DECEMBER 31,
		2009			2008
		(unaudited)
ASSETS
Current Assets
Cash	$	1,521		$	2
Deferred tax asset, less valuation allowance of $544,691 (2008 -$526,098 )		-
Total Assets	$	1,521		$	2
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Accounts payable and accrued liabilities	$	123,871		$	118,867
Accounts payable and accrued liabilities –related parties (Note 6)		353,877			323,785
Loans payable (Note 5 and 6)		159,507			138,699
Total Current Liabilities		637,255			581,351
Commitments and Contractual Obligations(Note 8)
Stockholders’ Deficiency
Common Stock (Note 7)
Authorized:
5,000,000 common shares with a par value of $0.001 per share
Issued and outstanding:
June 30, 2009 - 1,534,089 common shares
December 31, 2008 - 1,534,089 common shares		1,534			1,534
Additional paid-in capital		964,466			964,466
Deficit accumulated during the development stage		(1,601,734	)		(1,547,349	)
Total Stockholders’ Deficiency		(635,734	)		(581,349	)
Total Liabilities and Stockholders’ Deficiency	$	1,521		$	2
Subsequent Event (Note 11)

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

F-2

BALSAM VENTURES, INC.
(A Development Stage Company)

STATEMENTS OF OPERATIONS
(Unaudited)
(Stated in U.S. Dollars)

														CUMULATIVE
														FROM
		THREE			THREE			SIX			SIX			INCEPTION
		MONTHS			MONTHS			MONTHS			MONTHS			(AUGUST 17,
		ENDED			ENDED			ENDED			ENDED			1999) TO
		JUNE 30,			JUNE 30,			JUNE 30,			JUNE 30,			JUNE 30,
		2009			2008			2009			2008			2009
EXPENSES
Accretion of discount on
convertible notes	$	-		$	-		$	-		$	-		$	260,000
Bank charges and interest		2,175			1,621			3,960			3,016			93,688
Consulting services		15,000			15,000			30,000			30,000			546,947
Domain registration		-			-			-			-			436
Foreign exchange gain		1,914			(8	)		1,179			(458	)		106
License and royalty payments		-			-			-			-			328,000
Office and sundry		479			1,458			484			1,833			17,173
Professional fees		11,617			9,087			17,202			24,418			310,302
Regulatory		1,312			-			1,410			-			19,669
Stock transfer services		125			100			150			355			7,005
Travel		-			525			-			525			9,733
Write-off of software
development costs		-			-			-			-			8,675
		32,622			27,783			54,385			59,689			1,601,734
Provision for income taxes		-			-			-			-			-
NET LOSS	$	32,622		$	27,783		$	54,385		$	59,689		$	1,601,734
BASIC AND DILUTED NET
LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE
NUMBER OF COMMON
SHARES OUTSTANDING
-BASIC AND DILUTED		1,534,089			1,809,810			1,534,089			1,808,286

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

F-3

BALSAM VENTURES, INC.
(A Development Stage Company)

STATEMENTS OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)

								CUMULATIVE
								FROM
		SIX			SIX			INCEPTION
		MONTHS			MONTHS			(AUGUST 17,
		ENDED			ENDED			1999) TO
		JUNE 30,			JUNE 30,			JUNE 30,
		2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(54,385	)	$	(59,689	)	$	(1,601,734	)
Adjustments to reconcile net loss to cash used in operating activities:
Write off of software development costs		-			-			8,675
Interest accrued on convertible notes payable		-			-			78,000
Shares issued to extend license agreement		-			-			293,000
Accretion of discount on convertible debentures		-			-			260,000
Changes in non-cash working capital items:
Increase in accounts payable and accrued liabilities		5,004			15,638			613,472
Increase in accounts payable and accrued liabilities–related parties		30,092			29,987			158,877
Increase in accrued interest payable		3,833			2,897			13,606
Net cash used in operating activities		(15,456	)		(11,167	)		(176,104	)
CASH FLOWS FROM INVESTING ACTIVITIES
Software development costs		-			-			(8,675	)
Net cash used in investing activities		-			-			(8,675	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-			-			75,000
Proceeds from loans payable, net of repayments		16,975			11,200			111,300
Net cash provided by financing activities		16,975			11,200			186,300
NET INCREASE IN CASH		1,519			33			1,521
CASH, BEGINNING OF PERIOD		2			165			-
CASH, END OF PERIOD	$	1,521		$	198		$	1,521

Supplemental Disclosure with respect to Cash Flows (Note 9)

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

F-4

BALSAM VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 
(Unaudited)
(Stated in U.S. Dollars)

1.	HISTORY AND ORGANIZATION OF THE COMPANY
	Balsam Ventures, Inc. (the “Company”) was incorporated on August 17, 1999 in the State of Nevada. The Company was in the business of developing and marketing a patented, proprietary technology for self-chilling beverage containers (the “Cool Can Technology”) that it had licensed in 2004 until it was advised that the patents for the Cool Can Technology had expired. The Company settled its rights under the Agreement (see Note 8) in exchange for (1) the surrender for cancellation of the remaining 277,250 shares of common stock of the Company which were issued to the Licensor under the Agreement and still held by the Licensor and (2) the assignment of indebtedness owed to the Licensor of approximately $612,000 plus accrued interest to the Company (see Note 4). The Company is in the process of reorganizing the Company’s business and is seeking and evaluating alternative business opportunities.
	The Company is considered to be in the development stage. The accompanying financial statements represent those of a development stage enterprise and therefore, are subject to the usual business risks of development stage companies. The Company has not yet generated any revenue from operations.
	These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America for interim financial information. The accompanying financial statements do not include all information and footnote disclosures required for an annual set of financial statements prepared under United States of America generally accepted accounting principles. In the opinion of management, all adjustments (consisting solely of normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows as at June 30, 2009 and for all periods presented, have been included. Interim results for the period ended June 30, 2009 are not necessarily indicative of the results that may be expected for the fiscal year as a whole.
2.	GOING CONCERN
	These financial statements have been prepared with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
	As shown in the accompanying financial statements, the Company has incurred a net loss of $1,601,734 for the period from inception (August 17, 1999) to June 30, 2009, and has no revenue. The operations of the Company have primarily been funded by the sale of common stock and loans payable. Continued operations of the Company are dependent on the Company’s ability to complete equity financings, obtain additional loans or generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings and loans payable. Such financings or loans payable may not be available or may not be available on reasonable terms to the Company.

F-5

BALSAM VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 
(Unaudited)
(Stated in U.S. Dollars)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are stated in U.S. dollars. The significant accounting policies adopted by the Company are as follows:
	(a)	Use of estimates
	The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
	(b)	Foreign currency translation
	The functional currency of the Company is the U.S. dollar. Accordingly, monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non-monetary assets and liabilities are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains and losses arising on translation of foreign currency items are included in the statement of operations.
	(c)	Cash and cash equivalents
	The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents. At June 30, 2009 and December 31, 2008, the Company had no cash equivalents.
	(d)	Income taxes
	A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expenses (benefit) result from the net change during the period of deferred tax assets and liabilities.
	Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-6

BALSAM VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 
(Unaudited)
(Stated in U.S. Dollars)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	(e)	Fair value of financial instruments
	The Company's financial instruments consist of cash, accounts payable and accrued liabilities, accounts payable and accrued liabilities –related parties and loans payable. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.
	(f)	Net loss per share
	Basic net loss per share is computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share takes into consideration shares of common stock outstanding (computed under basic earnings per share) and potentially dilutive shares of common stock. As of June 30, 2009 and 2008, there were no potentially dilutive securities outstanding.
	(g)	Development stage
	The Company is a development stage company as defined in Statement of Financial Accounting Standards (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises,”as it is devoting substantially all of its efforts to establish a new business and planned principal operations have not commenced.
	(h)	Concentration of credit risk
	Cash is the only financial instrument that potentially subjects the Company to concentration of credit risk. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
	(i)	Recent accounting pronouncements
	In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. This statement shall be effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles. The Company does not believe that implementation of this standard will have a material impact on its financial position, results of operations or cash flows.

F-7

BALSAM VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 
(Unaudited)
(Stated in U.S. Dollars)

3.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	(i)	Recent accounting pronouncements (continued)
	In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities”. FSP EITF 03-6-1 states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. The Company does not believe that implementation of this standard will have a material impact on its financial position, results of operations or cash flows.
	(j)	Reclassifications
	Certain amounts reported in the prior periods have been reclassified to conform to the current period’s presentation.
4.	LOANS RECEIVABLE
	On June 30, 2008, the Company settled its rights under the Agreement (see Note 8) whereby the licensor assigned loans receivable totalling $612,000 plus accrued interest to the Company. Management determined that the fair value of the loans was in doubt due the uncertainty of the collectibility of the loans and as a result, did not record the assignment of the loans receivable on its books.
5.	LOANS PAYABLE
	During the year ended December 31, 2008, several loans were granted from a third party company totalling $6,925. During the six months ended June 30, 2009, an additional $16,975 was granted from the same party. The loans bear interest at 10% per annum, compounded annually and are due on demand. Interest expense accrued for the three months ended June 30, 2009 and 2008 totalled $453 and $62, respectively. Interest expense accrued for the six months ended June 30, 2009 and 2008 totalled $629 and $62, respectively.
	During the year ended December 31, 2007, two loans were granted from a third party company for $60,000 and $4,100, respectively. The first loan bears interest at 8% per annum, compounded annually and was due April 19, 2008. On April 19, 2008, the first loan was verbally extended with the same terms and is due on demand. The second loan bears interest at 10%, compounded annually and is due on demand. Interest expense accrued for the three months ended June 30, 2009 and 2008 totalled $1,487 and $1,374, respectively. Interest expense accrued for the six months ended June 30, 2009 and 2008 totalled $2,876 and $2,670, respectively.

F-8

BALSAM VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 
(Unaudited)
(Stated in U.S. Dollars)

6.	RELATED PARTY TRANSACTIONS
	Accounts payable and accrued liabilities
	At June 30, 2009 and December 31, 2008, included in accounts payable and accrued liabilities – related parties is $8,097 and $8,005, respectively, owed to a director and officer.
	At June 30, 2009 and December 31, 2008, included in accounts payable and accrued liabilities – related parties is $345,780 and $315,780, respectively, owed to a shareholder for consulting fees and reimbursement of expenses. Consulting fees for the three months ended June 30, 2009 and 2008 were $15,000 and $15,000, respectively. Consulting fees for the six months ended June 30, 2009 and 2008 were $30,000 and $30,000, respectively.
	Loans payable
	During the year ended December 31, 2008, several loans were granted from a shareholder totalling $6,300. The loans bear interest at 10% per annum, compounded annually and are due on demand. Interest expense accrued for the three months ended June 30, 2009 and 2008 totalled $170 and $136, respectively. Interest expense accrued for the six months ended June 30, 2009 and 2008 totalled $328 and $165, respectively.
	During the period ended December 31, 2006, a series of loans totalling $46,601 were granted from a shareholder. During the year ended December 31, 2007, an additional $5,000 was granted. The loans are non-interest bearing, unsecured and due on demand.
7.	COMMON STOCK
	The Company’s articles of incorporation allow it to issue up to 5,000,000 shares of common stock, par value $0.001. Effective April 3, 2002, the Company effected a stock split of its common stock by issuing two new shares for every one old share. Effective June 29, 2009, the Company effected a reverse stock split of its common stock by decreasing the number of issued and outstanding shares of common stock on a one for twenty (1:20) basis. Except as otherwise stated to the contrary in these financial statements, all references to shares and prices per share have been adjusted to give retroactive effect to the stock split.
	On August 17, 1999, the Company issued 500,000 shares of its common stock for proceeds of $5,000 in a private placement transaction.
	On October 29, 1999, the Company issued 500,000 shares of its common stock for proceeds of $50,000 in a private placement transaction.

F-9

BALSAM VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 
(Unaudited)
(Stated in U.S. Dollars)

7.	COMMON STOCK (continued)
	On December 24, 1999, the Company issued 10,000 shares of its common stock for proceeds of $20,000 in a private placement transaction.
	On November 18, 2003, the Company issued 15,000 shares of its common stock with a value of $63,000 to initiate and extend the arrangement for a chilling beverage container technology.
	On May 18, 2004, the Company issued 250,000 shares of its common stock with a value of $200,000, as consideration for a license.
	On January 14, 2006, the Company issued 25,000 shares of its common stock with a value of $30,000, as consideration for the extension of a license.
	On October 1, 2006, the Company issued 433,339 common shares, with a value of $260,000 on conversion of convertible notes payable.
	On October 1, 2006, the Company issued 78,000 common shares, with a value of $78,000 for settlement of accrued interest payable on $260,000 convertible notes payable.
	On June 30, 2008, the Company cancelled 277,250 common shares surrendered when it settled its rights under the Agreement (see Note 8) which were issued to the Licensor under the Agreement.
8.	LICENSE AGREEMENT
	Pursuant to an exclusive license agreement (the “Agreement”) with NorPac Technologies, Inc (formerly Cool Can Technologies, Inc.) (the “Licensor”), dated November 30, 2003, the Company acquired the exclusive right and license (the “License”), for a period of 40 years, to use, commercialize and exploit the Licensor’s proprietary trademarks, patents, process information, technical information, designs and drawings associated with the Licensor’s self-chilling beverage containers technology (the “Cool Can Technology”), including the right to manufacture, use and sell apparatus and products embodying the Technology within the countries comprising the European Union and the People’s Republic of China. The Company also had the right to sub-license the right to manufacture, use and sell products embodying the Cool Can Technology.
	In consideration for the Agreement, the Company agreed to:
	a)          issue 250,000 restricted shares of its common stock (issued in 2004);

F-10

BALSAM VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 
(Unaudited)
(Stated in U.S. Dollars)

8.	LICENSE AGREEMENT (continued)
	b)	pay royalties on the following basis:
		i)	a sales royalty equal to 2% of gross profits from sales of all apparatus and/or commercial goods or products incorporating the Cool Can Technology;
		ii)	a license royalty equal to 5% of revenues received from sub-licensing the Cool Can Technology, and;
		iii)	a minimum royalty payment of $5,000 per month commencing January 15, 2006, which is to be credited toward all royalty payments under the Agreement that have been paid by the Company or become payable by the Company during the course of the Agreement.

On January 14, 2006, the Company entered into an agreement (the “Extension Agreement”) with the Licensor, to amend the terms of their Agreement. Under the Extension Agreement, the Licensor agreed to extend the date on which the Company is required to commence paying the minimum royalty payments to January 15, 2007.

In consideration for the Extension Agreement, the Company agreed to:

a)	issue 25,000 shares of its common stock (issued in 2006);
b)	pay $20,000 on or before January 31, 2006 (paid 2006).

The Cool Can Technology and patents and trademarks of the Licensor included in the Cool Can Technology remain the property of the Licensor subject to the terms of the License granted under the Agreement. However, the Company has a right of first refusal to acquire the intellectual property subject to the Agreement should the Licensor seek to dispose of the Cool Can Technology during the Agreement. The Agreement supercedes all prior arrangements and agreements between the Company and the Licensor in respect of the Cool Can Technology.

During the period ended March 31, 2007, the Company paid royalty fees of $15,000. In June 2007, the Licensor notified the Company that its intellectual property rights to the Cool Can Technology had possibly expired. As a result, the Company suspended the minimum royalty payments required under the Agreement effective April 1, 2007.

The Company has been advised that the patents for the Cool Can Technology have, in fact expired. On June 30, 2008, the Company settled its rights under Agreement in exchange for (1) the surrender for cancellation of the remaining 277,250 shares of common stock of the Company which were issued to the Licensor under the Agreement and still held by the Licensor and (2) the assignment of indebtedness owed to the Licensor of approximately $612,000 plus accrued interest to the Company.

F-11

BALSAM VENTURES, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009 
(Unaudited)
(Stated in U.S. Dollars)

9. SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

						CUMULATIVE
						FROM
		SIX		SIX		INCEPTION
		MONTHS		MONTHS		(AUGUST 17,
		ENDED		ENDED		1999) TO
		JUNE 30,		JUNE 30,		JUNE 30,
		2009		2008		2009
Cash paid for:
Interest	$	6	$	-	$	1,118
Income taxes	$	-	$	-	$	-

	Non-cash transaction:
	Investing and financing activities that do not have an impact on current cash flows are excluded from the statement of cash flows.
10.	SEGMENT INFORMATION
	The Company’s business is considered as operating in one segment based upon the Company’s organization structure, the way in which the operation is managed and evaluated, the availability of separate financial results and materiality considerations.
11.	SUBSEQUENT EVENT
	On July 29, 2009, a loan was granted from a third party company totaling $200. The loan bears interest at 10%, compounded annually and is due on demand.

F-12

ITEM 2.                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption, "Part II - - Item 1A. Risk Factors,” and elsewhere in this Quarterly Report. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”).

INTRODUCTION

We were incorporated on August 17, 1999 under the laws of the State of Nevada.

We currently have no business operations and minimal assets. We are in the process of reorganizing our business and are seeking and evaluating alternative business opportunities. Our ability to seek out and acquire an alternative business opportunity is subject to our obtaining additional financing, of which there is no assurance.

Recent Corporate Developments

Since our quarter ended December 31, 2008, we experienced the following significant corporate developments:

1.

Effective June 29, 2009, we amended our Articles of Incorporation in accordance with Article 78.207 of Chapter 78 of the Nevada Revised Statutes by decreasing our issued and authorized common stock on a one-for-twenty basis (the “Reverse Split”). Accordingly, the authorized capital of common stock has been decreased from 100,000,000 shares, par value $0.001 per share, to 5,000,000 shares, par value $0.001 per share, and the issued and outstanding shares were decreased correspondingly on a one-for-twenty basis. As a result of the Reverse Split, the number of shares of our common stock outstanding was decreased correspondingly from 30,681,663 shares to approximately 1,534,089 shares.

2.

Effective July 9, 2009, as a result of the Reverse Split, our trading symbol on the OTC Bulletin Board changed from "BSLV" to “BSVN.”

PLAN OF OPERATION

We are currently in the process of reorganizing our business and are seeking and evaluating alternative business opportunities. As a result, we are unable to provide an accurate estimate of our financial requirements for the next twelve months. However, as at June 30, 2009, we currently have a working capital deficit of $635,734 and will need substantial financing in the near term in order to meet our current obligations as they become due and to meet our ongoing reporting obligations under the

3

Exchange Act. In addition, if our management is successful in identifying a suitable business opportunity for us to pursue, we will likely need significantly more financing in order to pursue the new business opportunity. Currently, we do not have any financial arrangements in place and there is no assurance that we will be able to obtain sufficient financing on terms acceptable to us, if at all.

RESULTS OF OPERATIONS

Three Months and Six Months Summary

		Second Quarter Ended June 30							Six Months Ended June 30
							Percentage							Percentage
							Increase /							Increase /
		2009			2008		(Decrease)		2009			2008		(Decrease)
Revenue	$	-		$	-		n/a	$	-		$	-		n/a
Expenses		(32,622	)		(27,783	)	17.4%		(54,385	)		(59,689	)	(8.9%)
Net Loss	$	(32,622	)	$	(27,783	)	17.4%	$	(54,385	)	$	(59,689	)	(8.9%)

Revenue

We have not earned any revenues to date and we do not anticipate earning revenues in the near future. We are a development stage company and presently have only nominal operations.

Expenses

Our expenses for the quarterly periods ended June 30, 2009 and 2008 consisted of the following:

		Second Quarter Ended				Percentage		Six Months Ended				Percentage
		June 30				Increase /		June 30				Increase /
		2009		2008		(Decrease)		2009		2008		(Decrease)
Bank Charges and Interest	$	2,175	$	1,621		34.2%	$	3,960	$	3,016		31.3%
Consulting Services		15,000		15,000		n/a		30,000		30,000		n/a
Foreign Exchange Loss		1,914		(8	)	24,025.0%		1,179		(458	)	357.4%
(Gain)
Office and Sundry		479		1,458		(67.1%)		484		1,833		(73.6%)
Professional Fees		11,617		9,087		27.8%		17,202		24,418		(29.6%)
Regulatory		1,312		-		100.0%		1,410		-		100.0%
Stock Transfer Services		125		100		25.0%		150		355		(57.7%)
Travel		-		525		(100%)		-		525		(100%)
Total Operating Expenses	$	32,622	$	27,783		17.4%	$	54,385	$	59,689		(8.9%)

Consulting fees accrued during the period were incurred with respect to general administrative and accounting work performed in connection with our business activities and in connection with meeting our regulatory filings.

Professional fees for the periods presented represent fees incurred in respect of legal and audit services provided in connection with meeting our ongoing reporting obligations under the Exchange

4

Act. Our professional fees increased during the quarter ended June 30, 2009 primarily as a result of fees incurred in connection with completing our Reverse Split.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
							Percentage
		At June 30, 2009			At December 31, 2008		Increase / (Decrease)
Current Assets	$	1,521		$	2		75,950.0%
Current Liabilities		(637,255	)		(581,351	)	9.6%
Working Capital Deficit	$	(635,734	)	$	(581,349	)	9.4%

Cash Flows
		Six Months Ended			Six Months Ended
		June 30, 2009			June 30, 2008
Cash Flows (Used In) Operating Activities	$	(15,456	)	$	(11,167	)
Cash Flows (Used in) Investing Activities		-			-
Cash Flows From Financing Activities		16,975			11,200
Net Increase (Decrease) In Cash During Period	$	1,519		$	33

Our working capital deficit increased during the six months ended June 30, 2009 primarily as a result of an increase in accounts payable due to a lack of capital to meet our ongoing expenditures. During the six months ended June 30, 2009, we received loans totaling $16,975. The loans bear interest at a rate of 10%, compounded annually and are due on demand. Subsequent to the six months ended June 30, 2009, we received a loan of $200 from a third party company. The loan bears interest at a rate of 10%, compounded annually and is due on demand.

Future Financings

From inception to June 30, 2009, we have suffered cumulative losses in the amount of $1,601,734. We expect to continue to incur substantial losses as we continue the development of our business. Since our inception, we have funded operations through common stock issuances, related party loans, and the support of creditors in order to meet our strategic objectives. Our management believes that sufficient funding will be available to meet our business objectives, including anticipated cash needs for working capital, and are currently evaluating several financing options. However, there can be no assurance that we will be able to obtain sufficient funds to continue the development of and, if successful, to commence the sale of, our products. As a result of the foregoing, our independent auditors believe there exists substantial doubt about our ability to continue as a going concern.

We do not have any financing agreement in place, and there is no assurance that we will be able to obtain additional financing if and when required. We anticipate that additional financing may come in the form of sales of additional shares of our common stock which may result in dilution to our current shareholders.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or

5

expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount 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 reporting period. Actual results could differ from those estimates. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in the notes to our financial statements included with this Quarterly Report.

Foreign Currency Translation

Our functional currency is the U.S. dollar. Accordingly, monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non-monetary assets and liabilities are translated at historical rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains and losses arising on translation of foreign currency items are included in the statement of operations.

ITEM 3.                 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T.              CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2009 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed in our Annual Report on Form 10-K for the year ended December 31, 2008 (the “2008 Annual Report”).

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

6

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in the 2008 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 fairly present our financial condition, results of operations and cash flows in all material respects.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during quarter ended June 30, 2009 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

7

PART II - OTHER INFORMATION

ITEM 1.                 LEGAL PROCEEDINGS.

None.

ITEM 1A.              RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

We do not have any business operations or any significant assets. We have not identified any alternative business opportunities. Our plan of operation for the next twelve months will consist solely of seeking suitable business opportunities.

We are currently in the process of reorganizing our business and are seeking alternative business opportunities. We have not yet identified any suitable business opportunities and there is no assurance that we will be able to do so in the future. Even if we are able to identify suitable business opportunities, there are no assurances that we will be able to acquire an interest in those opportunities or that we will have the resources to pursue such opportunities. As such, an investment in our shares at this time would be highly speculative.

We may not be able to continue our business as a going concern.

We have suffered recurring losses and net cash outflows since our inception and we expect to continue to incur substantial losses as we continue our business operations.

Our ability to continue as a going concern is dependent upon our ability to obtain alternative business opportunities and financing, restructure our debt, and reduce our costs. We are currently in the process of identifying business opportunities, sources of additional financing, negotiating changes to our debt structure and evaluating our strategic options. However, there are no assurances that these plans can be accomplished on satisfactory terms, or at all, or that they will provide sufficient cash to fund our operations, pay the principal of, and interest on, our indebtedness, fund our other liquidity needs or permit us to refinance our indebtedness. Our inability to obtain business opportunities, additional financing, restructure our indebtedness, or reduce our costs would have a material adverse effect on our financial condition, results of operations and ability to satisfy our obligations, and may result in our pursuing a restructuring of our indebtedness either on a consensual basis or under the provisions of bankruptcy legislation, or liquidating our business and operations. Further, our inability to obtain additional financing or restructure our indebtedness, or our pursuing a restructuring of our indebtedness either on a consensual basis or under the provisions of bankruptcy legislation, may result in our stockholders losing all or a material portion of their investment in our securities.

We have yet to earn revenues, and, because our ability to sustain new operations is dependent on our ability to raise financing, our accountants have expressed a substantial doubt about our ability to continue as a going concern.

Since our inception, we have suffered recurring losses and net cash out flows from our activities. To date, we have funded our activities through issuances of our common stock, related party loans and the support of creditors. There are no assurances that we will be able to obtain financing sufficient to

8

support our ongoing activities. As a result, our independent auditors, expressed a substantial doubt about our ability to continue as a going concern in their audit report on our financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on April 15, 2009.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

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

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1.	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
2.	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;
3.	contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
4.	contains a toll-free telephone number for inquiries on disciplinary actions;
5.	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
6.	contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. 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 may have the effect of reducing the trading activity in the secondary market for our stock.

9

ITEM 2.                 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.                 DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.                 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5.                 OTHER INFORMATION.

None.

ITEM 6.                 EXHIBITS.

Exhibit
Number	Description of Exhibit
3.1	Articles of Incorporation.(1)
3.2	Certificate of Change Pursuant to NRS 78.209 decreasing the authorized capital of common stock to 5,000,000 shares (1-for-20 Reverse Stock Split).(8)
3.3	Bylaws.(1)
10.1	Exclusive License Agreement dated November 30, 2003 with NorPac Technologies, Inc. (formerly Cool Can Technologies, Inc.)(2)
10.2	Extension Agreement dated January 16, 2006 with NorPac Technologies, Inc.(4)
10.3	Loan Agreement dated April 19, 2007 between Balsam Ventures, Inc. and Black Pointe Holdings Inc.(5)
10.4	Promissory Note executed by Balsam Ventures, Inc. dated as of April 19, 2007.(5)
10.5	Release Agreement dated June 30, 2008 between Balsam Ventures, Inc. and NorPac Technologies, Inc.(7)
14.1	Code of Ethics.(3)
16.1	Letter of Telford Sadovnick, PLLC.(6)
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1)	Previously filed as an Exhibit to our Form SB-2 Registration Statement originally filed with the SEC on March 30, 2000.
(2)	Previously filed as an Exhibit to our Current Report on Form 8-K filed on January 9, 2004.
(3)	Previously filed as an Exhibit to our Annual Report on Form 10-KSB on May 17, 2005.
(4)	Previously filed as an Exhibit to our Current Report on Form 8-K filed on January 19, 2006.
(5)	Previously filed as an Exhibit to our Current Report on Form 8-K filed on April 23, 2007.
(6)	Previously filed as an Exhibit to our Current Report on Form 8-K filed on November 2, 2007.
(7)	Previously filed as an Exhibit to our Current Report on Form 8-K filed on July 7, 2008.
(8)	Previously filed as an Exhibit to our Current Report on Form 8-K filed on July 6, 2009.

10

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			BALSAM VENTURES, INC.
Date:	August 19, 2009	By:	/s/ John Boschert
			JOHN BOSCHERT
			Chief Executive Officer, Chief Financial Officer
			President, Secretary and Treasurer
			(Principal Executive Officer
			and Principal Accounting Officer)