Jesters Resources 10-Q 2009 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2009
OR
[   ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-53522

JESTERS RESOURCES, INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

Room 10B, #28-2518 Longhua Road

Shanghai, P. R. China   200232

 (Address of principal executive offices, including zip code)

011 86 021 5491 0221

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days.   YES [X]     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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	[   ]	Accelerated Filer	[   ]
Non-accelerated Filer	[   ]	Smaller Reporting Company	[X]
(Do not check if smaller reporting company.)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES [   ]     NO [X]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 1,000,000 as of June 10, 2009.

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JESTERS RESOURCES, INC.
(An Exploration Stage Company)
Balance Sheets
(Expressed in US Dollars)
				April 30,		July 31,
				2009		2008
				(Unaudited)
ASSETS
Current Assets
	Cash		$	712	$	7,590
Total Current Assets				712		7,590
Mining property acquisition costs, less reserve for
	impairment of $1,000			-		-
Total Assets			$	712	$	7,590
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
	Account payable and accrued liabilities			9,500		1,835
	Due to related party		$	46,510	$	46,133
Total current liabilities				56,010		47,968
Stockholders' Equity (Deficiency)
	Preferred stock, $0.00001 par value;
		authorized 100,000,000 shares,
		issued and outstanding 0 shares		-		-
	Common stock, $0.00001 par value;
		authorized 100,000,000 shares,
		issued and outstanding 1,000,000 shares		10		10
	Additional paid-in capital			-		-
	Deficit accumulated during
		the exploration stage		(55,308)		(40,388)
Total stockholders' equity (deficiency)				(55,298)		(40,378)
Total Liabilities and Stockholders' Equity (Deficiency)			$	712	$	7,590

See notes to financial statements.

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JESTERS RESOURCES, INC.
(An Exploration Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)
											Cumulative
											during the
											Exploration
			Three months		Three months		Nine months		Nine months		Stage (June 19,
			ended April		ended April		ended April		ended April		2007 To April
			30, 2009		30, 2008		30, 2009		30, 2008		30, 2009)
Revenue		$		$		$		$	-	$	-
Costs and expenses
	Mining property exploration and carrying costs		-		-		-		-		3,771
	Impairment of mining property acquisition costs		-		-		-		-		1,000
	General and administrative expenses		1,519		2,523		14,920		23,202		50,537
Total Costs and Expenses			1,519		2,523		14,920		23,202		55,308
Net Loss		$	(1,519)	$	(2,523)	$	(14,920)	$	(23,202)	$	(55,308)
Net Loss per share
	Basic and diluted	$	(0.00)	$	(0.00)	$	(0.01)	$	(0.02)
Number of common shares used to compute loss per share
	Basic and Diluted		1,000,000		1,000,000		1,000,000		1,000,000

See notes to financial statements.

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JESTERS RESOURCES, INC.
(An Exploration Stage Company)
Statements of Stockholders' Equity (Deficiency)
For the period June 19, 2007 (Inception) to April 30, 2009
(Expressed in US Dollars)
								Deficit
								Accumulated		Total
		Common Stock, $0.00001				Additional		During the		Stockholders’
		Par Value				Paid-in		Exploration		Equity
		Shares		Amount		Capital		Stage		(Deficiency)
Common stock issued
-	July, 2007 at $0.00001 per share	1,000,000	$	10	$	-	$	-	$	10
Net loss for the period June 19,
	2007 (inception) to July 31, 2007	-		-		-		(14,580)		(14,580)
Balance, July 31, 2007		1,000,000		10				(14,580)		(14,570)
Net loss for the year ended July 31, 2008		-		-		-		(25,808)		(25,808)
Balance, July 31, 2008		1,000,000	$	10	$	-	$	(40,388)	$	(40,378)
Unaudited:
Net loss for the three months
	ended October 31, 2008	-		-		-		(10,493)		(10,493)
Balance, October 31, 2008		1,000,000	$	10	$	-	$	(50,881)	$	(50,871)
Net loss for the three months
	ended January 31, 2009	-		-		-		(2,908)		(2,908)
Balance, January 31, 2009		1,000,000	$	10	$	-	$	(53,789)	$	(53,779)
Net loss for the three months
	ended April 30, 2009	-		-		-		(1,519)		(1,519)
Balance, April 30, 2009		1,000,000	$	10	$	-	$	(55,308)	$	(55,298)

See notes to financial statements.

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JESTERS RESOURCES, INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)
								Cumulative
								during the
								Exploration
				Nine months		Nine months		Stage (June 19,
				ended April 30,		ended April 30,		2007 To April 30,
				2009		2008		2009)
Cash Flows from Operating Activities
	Net loss		$	(14,920)	$	(23,202)	$	(55,308)
	Adjustments to reconcile net loss to net cash
		used for operating activities:
	Impairment of mining property acquisition costs			-		-		1,000
	Account payable and accrued liabilities			7,665		1,005		9,500
Net cash provided by (used for) operating activities				(7,255)		(22,197)		(44,808)
Cash Flows from Investing Activities
	Mineral property acquisition cost					-		(1,000)
Net cash provided by (used for) investing activities				-		-		(1,000)
Cash Flows from Financing Activities
	Proceeds from issuance of common stock					-		10
	Due to related party			377		12,738		46,510
Net cash provided by (used for) financial activities				377		12,738		46,520
Increase (decrease) in cash				(6,878)		(9,459)		712
Cash, beginning of period				7,590		10,003		-
Cash, end of period			$	712	$	544	$	712
Supplemental Disclosures of Cash Flow Information:
	Interest paid		$	-	$	-	$	-
	Income taxes paid		$	-	$	-	$	-

See notes to financial statements.

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JESTERS RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2009

(Expressed in US Dollars)

(Unaudited)

Note 1    Organization and Business Operations

Jesters Resources, Inc. (the “Company”) was incorporated in the State of Nevada on June 19, 2007. The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7. The Company has acquired a mineral property located in the Province of British Columbia, Canada, and has not yet determined whether this property contains reserves that are economically recoverable.

On September 12, 2008, the Securities and Exchange Commission (“SEC”) “declared effective” the Company’s registration statement on Form S-1 in connection with a public offering of up to 2,000,000 shares of common stock at $0.10 per share, or $200,000 total. The offering was self-underwritten on a “best efforts, all or none basis” as to the first 1,000,000 shares and on a “best efforts basis” as to the remaining 1,000,000 shares for a period of up to 270 days. Subscription proceeds were to be maintained in a separate bank account until the Company received a minimum of $100,000; in the event that 1,000,000 shares was not sold within 270 days, all money received was to be promptly returned to the subscribers. On June 9, 2009, the public offering expired with no subscription proceeds.

Note 2 Interim Financial Statements

The unaudited financial statements as of April 30, 2009 and for the three and nine months ended April 30, 2009 and 2008, and for the period June 19, 2007 (inception) to April 30, 2009, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of April 30, 2009 and the results of operations and cash flows for the periods ended April 30, 2009. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three and nine months ended April 30, 2009 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending July 31, 2009. The balance sheet at July 31, 2008 has been derived from the audited financial statements at that date.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the period ended July 31, 2008 as included in our report on Form 10-K filed October 29, 2008.

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JESTERS RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2009

(Expressed in US Dollars)

(Unaudited)

Note 3    Mineral Property

Pursuant to a mineral property purchase agreement dated June 30, 2007, the Company acquired a 100% undivided right, title and interest in the JR mineral claim, located approximately 7 miles west of the Town of Osoyoos, Okanogan Region of British Columbia, Canada, for $1,000. The Tenure Number ID is 561450, which expires June 27, 2009. The property is in the name of Yanhua Xu held by her in trust for the Company.

In June 2007, the Company received an evaluation report from a third party consulting firm recommending an exploration program with a total estimated cost of $55,000. Due to lack of working capital, the Company has not completed this program. At July 31, 2007, the Company provided a $1,000 reserve for impairment of the mining property acquisition costs.

Note 4 Due to Related Party

The $46,510 amount due to related party at April 30, 2009 is due the sole stockholder and former sole officer and director of the Company, is non-interest bearing, and is due on demand.

Note 5 Common Stock

In July 2007, the Company issued a total of 1,000,000 shares of common stock to its then sole officer and  director for total cash proceeds of $10.

At April 30, 2009, there are no outstanding stock options or warrants.

Note 6    Income Taxes

The provisions for (benefit from) income taxes differ from the amounts computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the differences follow:

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JESTERS RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

April 30, 2009

(Expressed in US Dollars)

(Unaudited)

				Period from June
		Nine months		19, 2007 (Date of
		ended		Inception) to
		April 30, 2009		April 30, 2009
Expected tax at 35%	$	(5,222)	$	(19,358)
Increase in valuation allowance		5,222		19,358
Income tax provision	$	-	$	-

Significant components of the Company’s deferred income tax assets are as follows:

		April 30,		July 31,
		2009		2008
Net operating loss carryforward	$	19,358	$	14,136
Valuation allowance		(19,358)		(14,136)
Net deferred tax assets	$	-	$	-

No provisions for income taxes have been recorded since the Company has incurred net losses since inception.  Based on management’s present assessment, the Company has not yet determined it to be more likely than not that a deferred tax asset of $19,358 attributable to the future utilization of the net operating loss carryforward of $55,308 as of April 30, 2009 will be realized.  Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements.  The Company will continue to review this valuation allowance and make adjustments as appropriate.  The $55,308 net operating loss carryforward expires $ 14,580 in year 2027, $25,808 in year 2028 and $14,920 in year 2029.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs.  Therefore, the amount available to offset future taxable income may be limited.

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

This section of the quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations.

Our auditor has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. There is no assurance we will ever reach this point. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. That cash must be raised from other sources. Our only other source for cash at this time is investments by other. We must raise cash to implement our project and stay in business.

The property is comprised of 8 contiguous cells totaling 417 acres. At the center of the property the latitude is 49° 01’ 0" N and the longitude is 119° 35’ 50" W. The claim is motor vehicle accessible from the Town of Osoyoos, B.C. by traveling two miles west along Highway #3 and then traveling south past Kilpoola Lake for approximately 4.5 miles by gravel ranch roads to the mineral claim.

Our exploration target is to find an ore body containing gold. Our success depends upon finding mineralized material. This includes a determination by our consultant if the property contains reserves. We have not selected a consultant as of the date of this report and will not do so until our offering is successfully completed, if that occurs, of which there is no assurance. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we don’t find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it, or because it is not economically feasible to do it, we will suspend exploration operations.

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The property is undeveloped raw land. Exploration and surveying has not been initiated and will not be initiated until we raise money in this offering. That is because we do not have money to start exploration. Once the offering is concluded, we intend to start exploration operations. To our knowledge, the property has never been mined. The only event that has occurred is the recording of the property by James McLeod and a physical examination of the property by Ms. Xu, our former officer and director. The registration of the cells was included in the $4,000 paid to James McLeod. No additional payments were made or are due to James McLeod for his services. The claims were recorded in Ms. Xu’s name to avoid incurring additional costs at this time. The additional fees would be for incorporation of a British Columbia corporation and legal and accounting fees related to the incorporation. In July 2007, Ms. Xu executed a declaration of trust acknowledging that she holds the property in trust for us and she will not deal with the property in any way, except to transfer the property to us. In the event that Ms. Xu transfers title to a third party, the declaration of trust will be used as evidence that she breached her fiduciary duty to us. Ms. Xu has not provided us with a signed or executed bill of sale in our favor. Ms. Xu will issue a bill of sale to a subsidiary corporation to be formed by us should mineralized material be discovered on the property. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. Before mineral retrieval can begin, we must explore for and find mineralized material. After that has occurred we have to determine if it is economically feasible to remove the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We can’t predict what that will be until we find mineralized material. Ms. Xu does not have a right to sell the property to anyone. She may only transfer the property to us. She may not demand payment for the claims when she transfers them to us. Further, Ms. Xu does not have the right to sell the claims at a profit to us if mineralized material is discovered on the property. Ms. Xu must transfer title to us, without payment of any kind, upon our demand, whether mineralized material is found on the claims or not.

We do not know if we will find mineralized material. We believe that activities occurring on adjoining properties are not material to our activities. The reason is that what ever is located under adjoining properties may or may not be located under our property.

We do not claim to have any minerals or reserves whatsoever at this time on any of our property.

We estimate the cost of drilling will be $20 per foot drilled.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves through the use of consultants. To pay the consultants and develop the reserves, we will have to raise any funds. As of the date of this report, we have no plans to raise any funds.  The term of our public offering expired on June 9, 2009 and we did not raise any money.  Therefore, we have no money to begin exploration.

Milestones

We have only one milestone:   to raise funds to begin exploration.

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Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price increases in services.

To become profitable and competitive, we must conduct research in the form of exploration on the property.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to initiate operations.

Liquidity and Capital Resources

We have no plans to raise any money at this time. Our public offering expired and we did not raise any money.

Mr. Zeng has agreed to advance funds as needed until we raise money to begin exploration activities and has agreed to pay the cost of reclaiming the property should mineralized material not be found. The foregoing agreement is oral, there is nothing in writing to evidence the same. While Mr. Zeng has agreed to advance the funds, the agreement is unenforceable as a matter of law since there is no consideration for his agreement. At the present time, we have not made any arrangements to raise any cash.

We acquired one mineral claim containing eight cells. We will begin our exploration plan upon raising $100,000.

Since inception, we have issued 1,000,000 shares of our common stock and received $10.

We issued 1,000,000 shares of common stock to Yanhua Xu, our former sole officer and director, pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1993. The purchase price of the shares was $10. This was accounted for as an acquisition of shares. Ms. Xu subsequently advanced funds to the Company to cover expenses such as incorporation, accounting and legal fees and for registering the property. The amount owed to Ms. Xu is non-interest bearing, unsecured and has no specific terms of repayment. Further, the agreement with Ms. Xu is oral and there is no written document evidencing the agreement.

As of April 30, 2009, our total assets were $712 and our total liabilities were $56,010 for a stockholders’ deficiency of $55,298.

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Recent Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standards setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

ITEM 4. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the quarter ended April 30, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

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

On September 12, 2008, the Securities and Exchange Commission declared our Form S-1 Registration Statement effective (File number 333-153331) permitting us to offer up to 2,000,000 shares of common stock at $0.10 per share. There is no underwriter involved in our public offering. On June 9, 2009, our public offering expired as a matter of law with no shares having been sold.

ITEM 6. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 11th day of June, 2009.

JESTERS RESOURCES, INC.
BY:	HAO ZENG
	Hao Zeng, President,  Principal Accounting Officer, Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and sole member of the Board of Directors

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EXHIBIT INDEX

Exhibit No.	Document Description
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.

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