United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10Q SB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE
EXCHANGE ACT
Commission file Number
HUDSON VENTURES INC.
Exact name of small business issuer as specified in its charter
Nevada 88-1066675
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification Number
444 EAST COLUMBIA STREET NEW WESTMINSTER BC CANADA
(Address of principal executive office)
(604) 522-2104
Issuer's telephone number
NA
(Former name, former address and former fiscal year, if changed since
last report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS
Check whether the registrant filed all documents and reports required
To be filed by Section 12, 13 or 15 (d) of the Exchange Act after the
distribution of Securities under a plan confirmed by a court.
Yes ____ No _X___
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the Issuer's
common equity as of the last practicable date: 3,087,000 common shares
shares
Transitional Small Business Disclosure Format (check one) Yes ___No X
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
FOR THE PERIOD ENDING OCTOBER 31, 2003
HUDSON VENTURES INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
HUDSON VENTURES INC.
(An Exploration Stage Company)
INTERIM BALANCE SHEET
(Unaudited)
(Stated in U.S. Dollars)
OCTOBER 31 JULY 31
2003 2003
----------------------
ASSETS
Current
Cash $ 9,684 $ 17,805
=====================
LIABILITIES
Current
Accounts payable and accrued liabilities $ 800 $ 1,000
---------------------
STOCKHOLDERS' EQUITY
Share Capital
Authorized:
100,000,000 common shares, par value
$0.001 per share
10,000,000 preferred shares, par value
$0.001 per share
Issued and outstanding:
3,087,000 common shares 3,087 3,087
Additional paid-in capital 52,013 52,013
Deficit Accumulated During The (46,216) (38,295)
Exploration Stage ------------------
8,884 16,805
------------------
$ 9,684 $ 17,805
==================
HUDSON VENTURES INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF LOSS
(Unaudited)
(Stated in U.S. Dollars)
CUMULATIVE
PERIOD FROM
DATE OF
INCEPTION
NOVEMBER 30
THREE 2001 TO
MONTHS ENDED
OCTOBER 31 OCTOBER 31
2003 2002 2003
---------------------------------
Expenses
Consulting fees $ 1,500 $ 2,000 $ 11,700
Filing fees - - 2,500
Office and sundry 736 378 1,764
Professional fees 5,685 1,275 9,745
Management fees - - 4,100
Mineral property exploration - - 5,000
expenditures
Mineral property option - - 11,407
payments (Note 4) ------------------------------
Net Loss For The Period $ 7,921 $ 3,653 $ 46,216
==============================
Basic And Diluted Loss Per $ (0.01) $ (0.01)
Share ==================
Weighted Average Number Of
Shares Outstanding 3,087,000 3,087,000
HUDSON VENTURES INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF CASH FLOWS
(Unaudited)
(Stated in U.S. Dollars)
CUMULATIVE
PERIOD FROM
DATE OF
INCEPTION
NOVEMBER 30
THREE 2001 TO
MONTHS ENDED
OCTOBER 31 OCTOBER 31
2003 2002 2003
Cash Flows From Operating
Activities
Net loss for the period $ (7,921)$(3,653)$(46,216)
Adjustments To Reconcile Net Loss To
Net Cash Used By Operating Activities
Accounts payable and accrued (200) 1,410 800
liabilities --------------------------
(8,121) (2,243) (45,416)
--------------------------
Cash Flows From Financing
Activity
Share capital issued - - 55,100
--------------------------
Increase (Decrease) In Cash (8,121) (2,243) 9,684
--------------------------
Cash, Beginning Of Period 17,805 28,181 -
--------------------------
Cash, End Of Period $ 9,684 $25,938 $ 9,684
==========================
HUDSON VENTURES INC.
(An Exploration Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
OCTOBER 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
DEFICIT
COMMON SHARES ACCUMULATED
-------------------------
ADDITIONAL DURING THE
PAID-IN EXPLORATION
SHARES AMOUNT CAPITAL STAGE TOTAL
-----------------------------------------------
Opening balance,
November 30, 2001 - $ - $ - $ - $ -
December 2001 -
Shares issued for 1,500,000 1,500 - - 1,500
cash at $0.001
January 2002 -
Shares issued for 1,510,000 1,510 13,590 - 15,100
cash at $0.01
July 2002 - Shares
issued for cash at 77,000 77 38,423 - 38,500
$0.50
Net loss for the - - - (25,419) (25,419)
period ---------------------------------------------
Balance, July 31, 3,087,000 3,087 52,013 (25,419) 29,681
2002
Net loss for the - - - (12,876) (12,876)
year ----------------------------------------------
Balance, July 31, 3,087,000 3,087 52,013 (38,295) 16,805
2003
Net loss for the - - - (7,921) (7,921)
period ---------------------------------------------
Balance, October 3,087,000$3,087 $ 52,013 $ (46,216) $ 8,884
31, 2003 =============================================
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
1.BASIS OF PRESENTATION
The unaudited interim financial statements as of October 31, 2003 included
herein have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with United States generally accepted
accounting principles have been condensed or omitted pursuant to such
rules and regulations. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. It is suggested that these financial
statements be read in conjunction with the July 31, 2003 audited financial
statements and notes thereto.
2. NATURE OF OPERATIONS
a) Organization
The Company was incorporated in the State of Nevada, U.S.A., on November
30, 2001.
b) Exploration Stage Activities
The Company has been in the exploration stage since its formation and
has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining
properties. Upon location of a commercial minable reserve, the
Company expects to actively prepare the site for its extraction and
enter a development stage.
c)Going Concern
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company has
incurred a net loss of $46,216 for the period from November 30, 2001
(inception) to October 31, 2003, and has no sales. The future of the
Company is dependent upon its ability to obtain financing and upon
future profitable operations from the development of its mineral
properties. Management has plans to seek additional capital through a
private placement and public offering of its common stock. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts
of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
3.SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is
dependent upon future events, the preparation of financial statements for
a period necessarily involves the use of estimates which have been made
using careful judgement.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality and within the framework
of the significant accounting policies summarized below:
a)Mineral Property Option Payments and Exploration Costs
The Company expenses all costs related to the maintenance and
exploration of mineral claims in which it has secured exploration
rights prior to establishment of proven and probable reserves. To
date, the Company has not established the commercial feasibility of
its exploration prospects, therefore, all costs are being expensed.
b)Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities, and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of
revenues and expenses for the reporting period. Actual results could
differ from these estimates.
c)Income Taxes
The Company has adopted Statement of Financial Accounting Standards
No. 109 - "Accounting for Income Taxes" (SFAS 109). This standard
requires the use of an asset and liability approach for financial
accounting, and reporting on income taxes. If it is more likely than
not that some portion or all of a deferred tax asset will not
realized, a valuation allowance is recognized.
d)Loss Per Share
Loss per share is based on the weighted average number of common
shares outstanding during the period plus common share equivalents,
such as options, warrants and certain convertible securities. This
method requires primary earnings per share to be computed as if the
common share equivalents were exercised at the beginning of the period
or at the date of issue, and as if the funds obtained thereby were
used to purchase common shares of the Company at its average market
value during the period.
HUDSON VENTURES INC.
(An Exploration Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
OCTOBER 31, 2003
(Unaudited)
(Stated in U.S. Dollars)
4.MINERAL PROPERTY INTEREST
The Company has entered into two option agreements, dated January 21, 2002
and January 22, 2002, and amended December 31, 2002 and June 1, 2003,
respectively, to acquire a 90% interest in a total of thirteen mineral
claims located in the Whitehorse and Watson Lake Mining Districts in Yukon
Territories, Canada.
In order to earn its interests, the Company made cash payments totalling
$10,000 on signing and must incur exploration expenditures totalling
$220,000 as follows:
Exploration expenditures:
- - $15,000 by December 31, 2003;
- - A further $25,000 by June 30, 2004;
- - A further $180,000 by December 31, 2004.
The properties are subject to a 1% net smelter return royalty.
5. CONTINGENCY
Mineral Property
The Company's mineral property interests have been acquired pursuant to
option agreements. In order to retain its interest, the Company must
satisfy the terms of the option agreements described in Note 4.
Item 2. Management's Discussion and Analysis or Plan of Operation.
General Description of Registrant
We have commenced business operations in the mineral property exploration
sector. To date, we have commenced exploration activities. We have
entered into two mineral property option agreements whereby we may acquire
a 90% interest in a total of 13 mineral claims located in the Whitehorse
and Watson Lake Mining Districts, Yukon Territory, Canada. We refer to
these mineral claims respectively as the Wheaton River Property and the
McConnell River Property. These options are exercisable by us completing
aggregate exploration expenditures of $195,000 on the Wheaton River
Property by December 31, 2003 and $25,000 on the McConnell River Property
by June 30, 2003. On June 1, 2003, for the sum of $1000 Cdn., Glen
Macdonald agreed to amend the term of the option for the McConnell River
property by extending the by which we must complete the aggregate
exploration expenditures on the McConnell River property until June 30,
2004. To date, $5,000 has been expended toward the Wheaton River
Property. Our corporate activities to date have mainly been of an
organizational nature including the acquisition of our two options and the
preparatory work in conjunction with filing this registration statement.
Our objective is to conduct mineral exploration activities on the Wheaton
River Property and the McConnell River Property in order to assess whether
these claims possess commercially viable mineralization of gold and/or
silver. There can be no assurance that a commercially viable deposit
exists on either property until sufficient and appropriate geological work,
including economic feasibility has been performed. Our proposed
exploration program is designed to search for commercially exploitable
deposits.
We were incorporated on November 30, 2001 under the laws of the state of
Nevada. Our principal offices are located at 444 East Columbia Street, New
Westminster, British Columbia, Canada.
Narrative Description of Business
We have commenced operations as a exploration stage company. We plan to
ultimately engage in the acquisition and exploration of mineral properties
and exploit mineral deposits demonstrating economic feasibility. We have
entered into two mineral property option agreements whereby we may acquire
a 90% interest in a total of 13 mineral claims located in the Yukon
Territory, Canada. These claims are respectively referred to as the
Wheaton River Property and the McConnell River Property. In the Yukon
Quartz Mining Act, a mineral claim is defined as "a plot of ground staked
out and acquired under the provisions of the Act.."
Our mineral claims interests are described below under the headings
"Wheaton River Property Option Agreement" and "McConnell River Property
Option Agreement". Our plan of operation is to carry out exploration work
on the Wheaton River and McConnell River Properties in order to ascertain
whether these claims possess commercially exploitable quantities of gold
and/or silver. There can be no assurance that a commercially exploitable
mineral deposit, or reserve, exists on the Wheaton River or McConnell River
Properties until appropriate exploratory work is done and an economic
evaluation based on such work concludes there is economic feasibility.
Economic evaluation to determine economic feasibility will only occur if a
defined body of ore is proven on one of our properties. If warranted, we
will hire an engineering firm specializing in the economic evaluation
process.
The first phases of the exploration programs on both the Wheaton River
Property and the McConnell River Property will be conducted by one or more
qualified geologists and their staff and will be paid according to industry
scale. At present, we have not engaged the services of any geologist to
perform the recommended exploration programs.
Liquidity and Capital Resources
The Company is operational but remains in the exploration stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholders' equity other than the receipt of net cash
proceeds of $52,013.00, from the sale of common shares. Consequently, the
Company's balance sheet for the three month period ended October 31, 2003
reflects current assets of $9,684.00 at October 31, 2003 in the form of
cash, and total assets of $9,684.00.
The Company will carry out its plan of operations as discussed above. The
Company cannot predict to what extent its liquidity and capital resources
will be diminished prior to securing additional financing that management
believes to be necessary to fully explore the company's mining interests .
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Securities Holders
None
Item 6. Exhibits and Reports on Form 8K
None
99.1 Certification Pursuant to 8U
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, hereunto
duly authorized.
HUDSON VENTURES INC.
Dated: November 19,2003 /S/ Dana Neill Upton
Dana Neill Upton., President,
Secretary, Treasurer and Director