As filed with the Securities and Exchange Commission on January 18, 2008
Registration No. 333-______
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Jasper Ventures Inc.
(Name of Small Business Issuer in Its Charter)
NEVADA 1000 N/A
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
69 Ross Street West #638
Moose Jaw, Saskatchewan S6H 2M0 (416) 981-7838
(Address of Principal Executive Offices) (Telephone & Fax Number)
Val-U-Corp Services, Inc.
1802 North Carson Street, Suite 212
Carson City, NV 89701-9141 (800) 555-0738 (775)887-0738
(Name and Address of Agent for Service) (Telephone Number) (Fax Number)
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. [X]
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 box. [ ]
CALCULATION OF REGISTRATION FEE
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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 (2) Price (3) Fee (1)
- --------------------------------------------------------------------------------
Common Stock
Shares 1,160,000 $0.10 $116,000 $4.56
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(1) Registration Fee has been paid via Fedwire.
(2) Based on the last sales price in October 2007.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
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 said Section 8(a),
may determine.
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PROSPECTUS
JASPER VENTURES INC.
1,160,000 SHARES OF COMMON STOCK AT $.10 PER SHARE
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus. Jasper Ventures Inc. will not
receive any proceeds from the sale of shares by the selling shareholders.
Our common stock is presently not traded on any market or securities exchange.
The sales price to the public was based on the last sale price at $0.10 per
share for a total of $116,000. The price of $0.10 per share is a fixed price
until the shares are listed on the OTC Bulletin Board or other national
exchange, and thereafter at prevailing market prices or privately negotiated
prices.
INVESTORS IN THE COMMON STOCK SHOULD HAVE THE ABILITY TO LOSE THEIR ENTIRE
INVESTMENT SINCE AN INVESTMENT IN THE COMMON STOCK IS SPECULATIVE AND SUBJECT TO
MANY RISKS, INCLUDING THE QUESTION AS TO WHETHER WE CAN CONTINUE AS A GOING
CONCERN AND OUR NEED TO RAISE OPERATING CAPITAL. SEE SECTION ENTITLED "RISK
FACTORS" ON PAGE 5.
Neither the Securities Exchange Commission nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal
offense.
TABLE OF CONTENTS
Page No.
--------
SUMMARY 3
OFFERING 3
RISK FACTORS 4
FORWARD LOOKING STATEMENTS 7
USE OF PROCEEDS 7
DETERMINATION OF OFFERING PRICE 7
DIVIDEND POLICY 7
SELLING SHAREHOLDERS 7
PLAN OF DISTRIBUTION 9
LEGAL PROCEEDINGS 11
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS 11
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 12
DESCRIPTION OF SECURITIES 12
INTEREST OF NAMED EXPERTS AND COUNSEL 13
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 13
ORGANIZATION WITHIN LAST FIVE YEARS 13
DESCRIPTION OF OUR BUSINESS 14
General Information 14
Competition 22
Compliance with Government Regulation 22
Patents and Trademarks 22
Need for Any government Approval of Principal Products 22
Research and Development Activities 23
Employees and Employment Agreements 23
Reports to Security Holders 23
PLAN OF OPERATION 23
DESCRIPTION OF PROPERTY 28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 28
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 28
EXECUTIVE COMPENSATION 30
FINANCIAL STATEMENTS 31
CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS 31
2
SUMMARY
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this registration statement. In this document, unless the context otherwise
denotes, references to "we", "us", "our", "Jasper" and "Jasper Ventures" are to
Jasper Ventures Inc.
Jasper Ventures Inc. was incorporated in Nevada on November 28, 2006 to engage
in the acquisition, exploration and development of natural resource properties.
We are an exploration stage company with no revenues and limited operating
history. The principal executive offices are located at 69 Ross Street West
#638, Moose Jaw, Saskatchewan. The telephone number is (416)981-7838.
We received our initial funding of $5,000 through the sale of common stock to
our directors in December 2006 (5,000,000 shares at $0.001) and $44,000 from
sales of common stock to investors from the period of January 2007 through
October 2007. In January 2007 we offered and sold 240,000 common stock shares at
$0.01 per share to 6 non-affiliated private investors for proceeds of $2,400. In
April 2007 we offered and sold 360,000 common stock shares at $0.01 per share to
9 non-affiliated private investors for proceeds of $3,600. In September 2007 we
offered and sold 360,000 shares at $0.05 per share to 18 non-affiliated private
investors for proceeds of $18,000. In October 2007 we offered and sold 200,000
common stock shares at $0.10 per share to 4 non-affiliated private investors for
proceeds of $20,000.
From inception until the date of this filing we have had limited operating
activities. Our audited financial statements for the period ended October 31,
2007 report no revenues and a net loss of $22,350. Our independent auditors have
issued an audit opinion for Jasper Ventures which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.
Our mineral claim has been acquired per Quebec government requirements and we
hired a professional geologist to prepare a geological report. We have not yet
commenced any exploration activities on the claim. Our property, known as the
River Property may not contain any mineral reserves and funds that we spend on
exploration will be lost. Even if we complete our current exploration program
and are successful in identifying a mineral deposit we will be required to
expend substantial funds to bring our claim to production.
OFFERING
Securities Being Offered Up to 1,160,000 shares of common stock. The
securities being offered are those of the existing
shareholders only.
Price per share $0.10, based on the last sales price in October
2007. The price of $0.10 per share is a fixed
price until the securities are listed on the OTC
Bulletin Board or other national exchange, and
thereafter at prevailing market prices or
privately negotiated prices.
Securities Issued
and Outstanding 6,160,000 shares of common stock were issued and
outstanding as of the date of this prospectus.
Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Plan of Distribution We are unaware of the nature and timing of any
future sales of our common stock by existing
security shareholders.
3
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe to be all
the material risks involved if you decide to purchase shares in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR JASPER VENTURES INC.
WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL
STATUS CREATES A SUBSTANTIAL DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 1 of our accompanying financial statements, our lack
of operations and any guaranteed sources of future capital create
substantial doubt as to our ability to continue as a going concern. If our
business plan does not work, we could remain as a start-up company with
limited operations and revenues.
WE ARE AN EXPLORATION STAGE COMPANY BUT HAVE NOT YET COMMENCED EXPLORATION
ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE
FUTURE.
We have not yet commenced exploration on the River Property. Accordingly,
we have no way to evaluate the likelihood that our business will be
successful. We were incorporated on November 28, 2006 and to date have been
involved primarily in organizational activities and the acquisition of the
mineral claim. We have not earned any revenues as of the date of this
prospectus. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. Prior to completion of our
exploration stage, we anticipate that we will incur increased operating
expenses without realizing any revenues. We expect to incur significant
losses into the foreseeable future. We recognize that if we are unable to
generate significant revenues from development and production of minerals
from the claim, we will not be able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood
that we will prove successful, and it is doubtful that we will generate any
operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.
BECAUSE MANAGEMENT HAS NO EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A
HIGHER RISK OF FAILURE.
Our management has no professional training or technical credentials in the
field of geology. As a result, they may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the
sector without the aid of qualified geological consultants. Their decisions
and choices may not take into account standard engineering or managerial
approaches mineral exploration companies commonly use. Consequently our
operations, earnings and ultimate financial success may suffer irreparable
harm as a result.
BECAUSE OUR CURRENT OFFICER HAS OTHER BUSINESS INTERESTS, SHE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.
4
Jean Smith, our sole officer, currently devotes approximately 3 hours per
week providing management services to us. While she presently possesses
adequate time to attend to our interests, it is possible that the demands
on her from her other obligations could increase. The result being she
would no longer be able to devote sufficient time to the management of our
business. This could negatively impact our business development.
THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF ORE
RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.
There is the likelihood of our mineral claim containing little or no
economic mineralization or reserves of minerals. We have a geological
report and the claim has been acquired per Quebec regulations. However,
there is the possibility that our claim does not contain any reserves,
resulting in any funds spent on exploration being lost.
BECAUSE WE HAVE NOT SURVEYED THE CLAIM, WE MAY DISCOVER MINERALIZATION ON THE
CLAIM THAT IS NOT WITHIN OUR CLAIM BOUNDARIES.
While we have conducted a mineral claim title search, this should not be
construed as a guarantee of claim boundaries. Until the claim is surveyed,
the precise location of the boundaries of the claim may be in doubt. If we
discover mineralization that is close to the claim boundaries, it is
possible that some or all of the mineralization may occur outside the
boundaries. In such a case we would not have the right to extract those
minerals.
IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.
If our exploration program is successful in establishing ore of commercial
tonnage and grade, we will require additional funds in order to advance the
claim into commercial production. Obtaining additional financing would be
subject to a number of factors, including the market price for the
minerals, investor acceptance of our claims and general market conditions.
These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us. The most likely source of future
funds is through the sale of equity capital. Any sale of share capital will
result in dilution to existing shareholders. We may be unable to obtain any
such funds, or to obtain such funds on terms that we consider economically
feasible and you may lose any investment you make in this offering.
IF ACCESS TO OUR MINERAL CLAIM IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.
Access to the property is only via float plane or helicopter in the summer
or ski plane in the winter. It is possible that severe weather could
restrict access to our claim. Winters generally last from October to April
with short, cool summers. If access to the claim is restricted we would be
delayed in our exploration timetable.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral
claim exploration and development. Under Canadian mining law, engaging in
certain types of exploration requires work permits, the posting of bonds,
5
and the performance of remediation work for any physical disturbance to the
land. While these current laws will not affect our initial exploration
phase, if we identify exploitable minerals and proceed to excavation
operations on the claim, we will incur regulatory compliance costs based
upon the size and scope of our operations. In addition, new regulations
could increase our costs of doing business and prevent us from exploring
for and the exploitation of ore deposits. In addition to new laws and
regulations being adopted, existing laws may be applied to mining that have
not as yet been applied. These new laws may increase our cost of doing
business with the result that our financial condition and operating results
may be harmed.
THERE IS NO CURRENT PUBLIC MARKET FOR OUR SECURITIES. WE HAVE NO CURRENT PUBLIC
OFFERING AND NO PROPOSED PUBLIC OFFERING OF OUR EQUITY. AS OUR STOCK IS NOT
PUBLICLY TRADED, INVESTORS SHOULD BE AWARE THEY PROBABLY WILL BE UNABLE TO SELL
THEIR SHARES AND THEIR INVESTMENT IN OUR SECURITIES IS NOT LIQUID.
We are not registered on any public stock exchange; however, we plan to
contact a market maker to obtain a listing for trading on the OTC
Electronic Bulletin Board. We do not know when we will be able to contact
the market maker, and there is no guarantee of trading volume or trading
price levels sufficient for investors to sell their stock, recover their
investment in our stock, or profit from the sale of their stock.
THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
Our shares are defined as a penny stock under the Securities and Exchange
Act of 1934, and rules of the Commission. The Exchange Act and such penny
stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other
than certain accredited investors who are, generally, institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 ($300,000 jointly with
spouse), or in transactions not recommended by the broker-dealer. For
transactions covered by the penny stock rules, a broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's
written agreement prior to the sale. In addition, the broker-dealer must
make certain mandated disclosures in penny stock transactions. This
includes, the actual sale or purchase price and actual bid and offer
quotations, the compensation to be received by the broker-dealer and
certain associated persons, and deliver certain disclosures required by the
Commission. Consequently, the penny stock rules may make it difficult for
our shareholders to resell any shares, if at all.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
We plan to contact a market maker immediately following the effectiveness
of this registration statement and apply to have the shares quoted on the
OTC Electronic Bulletin Board. To be eligible for quotation, issuers must
remain current in their filings with the SEC. In order for us to remain in
compliance we will require cash to cover the cost of these filings, which
could comprise a substantial portion of our available cash resources. If we
are unable to remain in compliance it may be difficult for our shareholders
to resell any shares, if at all.
6
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are good faith estimates of management as of the
date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as 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
We determined this offering price, based upon the price of the last sale of our
common stock to investors. The price of $0.10 per share is a fixed price until
the securities are listed on the OTC Bulletin Board or other national exchange,
and thereafter at prevailing market prices or privately negotiated prices.
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
the business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
1,160,000 shares of common stock offered. The shares include the following:
1. 1,160,000 shares of our common stock that the selling shareholders
acquired from us in an offering that was exempt from registration
pursuant to Section 4(2) as amended of the Securities Act of 1933 and
completed in October, 2007.
The following table provides as of the date of this registration statement,
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;
4. The percentage owned by each; and
5. The identity of the beneficial holder of any entity that owns the
shares.
To the best of our knowledge, the named parties in the table that follows are
the beneficial owners and have the sole voting and investment power over all
shares or rights to the shares reported. In addition, the table assumes that the
selling shareholders do not sell shares of common stock not being offered
through this prospectus and do not purchase additional shares of common stock.
7
The column reporting the percentage owned upon completion assumes that all
shares offered are sold, and is calculated based on 6,160,000 shares outstanding
as of the date of this prospectus.
Shares Total of Total Percent
Owned Prior Shares Shares Owned
Name of To This Offered After After
Selling Shareholder Offering For Sale Offering Offering
- ------------------- -------- -------- -------- --------
Corry Banor 40,000 40,000 0 0
Susan Dawson 40,000 40,000 0 0
Ray White 40,000 40,000 0 0
Walter Brothers 40,000 40,000 0 0
Harry Holden 40,000 40,000 0 0
John Chase 40,000 40,000 0 0
Nancy Nunn 40,000 40,000 0 0
Travis Lee 40,000 40,000 0 0
Dave Skilling 40,000 40,000 0 0
Kathy Hearl 40,000 40,000 0 0
Dennis Okada 40,000 40,000 0 0
Joe Zupanc 40,000 40,000 0 0
Martin Yong 40,000 40,000 0 0
Ross Plewman 40,000 40,000 0 0
Blair Green 40,000 40,000 0 0
Thomas Feng 20,000 20,000 0 0
Donna Davis 20,000 20,000 0 0
Lucy Knox 20,000 20,000 0 0
Brian Dyer 20,000 20,000 0 0
Adam Dore 20,000 20,000 0 0
Bob Marshall 20,000 20,000 0 0
Tony Raybauld 20,000 20,000 0 0
Don Cook 20,000 20,000 0 0
Adam Horvath 20,000 20,000 0 0
Carl Rossen 20,000 20,000 0 0
Larry Smith 20,000 20,000 0 0
Frank Black 20,000 20,000 0 0
Ben Seed 20,000 20,000 0 0
Sam Runkel 20,000 20,000 0 0
Jack Exler 20,000 20,000 0 0
Kurt Sager 20,000 20,000 0 0
Steve Helga 20,000 20,000 0 0
Rod Knolles 20,000 20,000 0 0
Pat O'Conner 50,000 50,000 0 0
Jim Stillie 50,000 50,000 0 0
Pat Andrew 50,000 50,000 0 0
Roy Selkirk 50,000 50,000 0 0
--------- --------- -------- --------
Total 1,160,000 1,160,000 0 0
========= ========= ======== ========
8
To our knowledge, none of the selling shareholders:
1. Has had a material relationship with Jasper other than as a
shareholder as noted above at any time within the past three years;
2. Has ever been an officer or director of Jasper; or
3. Are broker-dealers or affiliated with broker-dealers.
PLAN OF DISTRIBUTION
The selling shareholders have not informed us of how they plan to sell their
shares. However, they may sell some or all of their common stock in one or more
transactions:
1. on such public markets or exchanges as the common stock may from time
to time be trading;
2. in privately negotiated transactions; or
3. in any combination of these methods of distribution.
We determined this offering price, based upon the price of the last sale of our
common stock to investors. The price of $0.10 per share is a fixed price until
the securities are listed on the OTC Bulletin Board or other national exchange,
and thereafter at prevailing market prices or privately negotiated prices.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144. Under Rule 144, several provisions must be met with
respect to the sales of control securities at any time and sales of restricted
securities held between one and two years. The following is a summary of the
provisions of Rule 144: (a) Rule 144 is available only if the issuer is current
in its filings under the Securities and Exchange Act of 1934. Such filings
include, but are not limited to, the issuer's quarterly reports and annual
reports; (b) Rule 144 allows resale of restricted and control securities after a
one year hold period, subjected to certain volume limitations, and re-sales by
non-affiliates holders without limitations after two years; ( c ) The sales of
securities made under Rule 144 during any three-month period are limited to the
greater of: (i) 1% of the outstanding common stock of the issuer; or (ii) the
average weekly reported trading volume in the outstanding common stock reported
on all securities exchanges during the four calendar weeks preceding the filing
of the required notice of the sale under Rule 144 with the SEC.
The selling shareholders may also sell their shares directly through market
makers acting in their capacity as broker-dealers. We will apply to have our
shares of common stock registered on the OTC Bulletin Board immediately after
the date of this prospectus. We anticipate once the shares are trading on the
OTC Bulletin Board the selling shareholders will sell their shares directly into
any market created. Selling shareholders will offer their shares at a fixed
price of $0.10 per share until the common stock is trading on the OTC Bulletin
Board. At which time, the prices the selling shareholders will receive will be
determined by the market conditions. Selling shareholders may also sell in
private transactions. We cannot predict the price at which shares may be sold or
whether the common stock will ever trade on any market. The shares may be sold
by the selling shareholders, as the case may be, from time to time, in one or
more transactions. We do not intend to enter into any arrangements with any
securities dealers concerning solicitation of offers to purchase the shares.
Commissions and discounts paid in connection with the sale of the shares by the
selling shareholders will be determined through negotiations between them and
the broker-dealers through or to which the securities are to be sold and may
vary, depending on the broker-dealers fee schedule, the size of the transaction
and other factors. The separate costs of the selling shareholders will be born
by them. The selling shareholders will, and any broker-dealer or agent that
participates with the selling shareholders in the sale of the shares by them, be
9
deemed an "underwriter" within the meaning of the Securities Act, and any
commissions or discounts received by them and any profits on the resale of
shares purchased by them may be deemed to be underwriting commissions under the
Securities Act. In the event any selling shareholder engages a broker-dealer to
distribute its shares, and the broker-dealer is acting as underwriter, we will
be required to file a post effective amendment containing the name of the
underwriter.
The selling shareholders must comply with the requirements of the Securities Act
of 1933 and the Securities Exchange Act of 1934 in the offer and sale of their
common stock. In particular, during times that 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.
Regulation M prohibits certain market activities by persons selling securities
in a distribution. To demonstrate their understanding of those restrictions and
others, selling shareholders will be required, prior to the release of
un-legended shares to themselves or any transferee, to represent as follows:
that they have delivered a copy of this prospectus, and if they are effecting
sales on the Electronic Bulletin Board or inter-dealer quotation system or any
electronic network, that neither they nor any affiliates or person acting on
their behalf, directly or indirectly, has engaged in any short sale of our
common stock; and for a period commencing at least 5 business days before his
first sale and ending with the date of his last sale, bid for, purchase, or
attempt to induce any person to bid for or purchase our common stock.
If we become listed for trading on the OTC Electronic Bulletin Board the trading
in our shares will be regulated by Securities and Exchange Commission Rule 15g-9
which established the definition of a "penny stock." The Securities and Exchange
Commission Rule 15g-9 establishes the definition of a "penny stock", for the
purposes relevant to Jasper Ventures, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny
stock, unless exempt, the rules require: (a) that a broker or dealer approve a
person's account for transactions in penny stocks; and (b) the broker or dealer
receive from the investor a written agreement to the transaction, setting forth
the identity and quantity of the penny stock to be purchased. In order to
approve a person's account for transactions in penny stocks, the broker or
dealer must (a) obtain financial information and investment experience
objectives of the person; and (b) make a reasonable determination that the
transactions in penny stocks are suitable for that person and the person has
sufficient knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker or dealer must
also deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the broker/dealer relating to the penny stock market, which, in
highlight form, (a) sets forth the basis on which the broker or dealer made the
suitability determination; and (b) that the broker or dealer received a signed,
written agreement from the investor prior to the transaction. Before you trade a
penny stock your broker is required to tell you the offer and the bid on the
stock, and the compensation the salesperson and the firm receive for the trade.
The firm must also mail a monthly statement showing the market value of each
penny stock held in your account.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. Any
commissions or other fees payable to brokers or dealers in connection with any
sale of the common stock, however, will be born by the selling shareholders or
other party selling the common stock. We will use our best efforts to update the
registration statement and maintain its effectiveness for one year.
10
LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The officer and directors of Jasper Ventures Inc., whose terms will expire at
such a time as their successor(s) shall be elected and qualified are as follows:
Name & Address Age Position Date First Elected
-------------- --- -------- ------------------
Jean Smith 58 President, 12/06/06
69 Ross Street West #638 Secretary,
Moose Jaw, Saskatchewan Treasurer,
Canada S6H 2M0 CFO, CEO &
Director
Allen Bond 60 Director 12/06/06
69 Ross Street West #638
Moose Jaw, Saskatchewan
Canada S6H 2M0
The persons named above are promoters of Jasper Ventures Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
Our directors currently devote as much time as the board of directors deems
necessary to manage the affairs of the company.
Our officer and directors have not been the subject of any order, judgment, or
decree of any court of competent jurisdiction, or any regulatory agency
permanently or temporarily enjoining, barring, suspending or otherwise limiting
them from acting as an investment advisor, underwriter, broker or dealer in the
securities industry, or as an affiliated person, director or employee of an
investment company, bank, savings and loan association, or insurance company or
from engaging in or continuing any conduct or practice in connection with any
such activity or in connection with the purchase or sale of any securities.
They have not been convicted in any criminal proceeding (excluding traffic
violations) and are not the subject of a criminal proceeding which is currently
pending.
11
RESUMES
JEAN SMITH
Ms. Smith has been our President, Secretary, Treasurer and a Director since
inception. Ms. Smith hold a Bachelor of Science degree in Dental Hygenes and for
the last 20 years has been President of L.J. Investments, a private real estate
holding company.
ALLEN BOND
Mr. Bond has been a Director of the company since inception. Mr. Bond holds a
Masters degree in Education and for the last 10 years has been employed by Telus
Telephone as a Personnel Manager.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Jasper Ventures
Inc. voting securities by officers, directors and major shareholders as well as
those who own beneficially more than five percent of our common stock as of the
date of this prospectus:
Name of No. of Percentage
Beneficial Owner(1) Shares of Ownership:
------------------- ------ -------------
Jean Smith 2,500,000 41%
Allen Bond 2,500,000 41%
Officers and Directors
as a Group (2) 5,000,000 82%
- ----------
(1) The persons named may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended.
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of common stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of common stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of common stock now
outstanding are fully paid for and non-assessable and all shares of common stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Please refer to the Company's Articles of Incorporation, By-Laws
and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
12
NON-CUMULATIVE VOTING
The holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of such outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in such event, the holders of the remaining shares will not
be able to elect any of the company's directors. After this Offering is
completed, the present stockholders will own 82% of the outstanding shares. (See
"Principal Stockholders".)
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
company.
Our financial statements for the period from inception to the year ended October
31, 2007, included in this prospectus, have been audited by LBB & Associates
Ltd., LLP of Houston, TX. We include the financial statements in reliance on
their reports, given upon their authority as experts in accounting and auditing.
The Law Office of Dennis H. Johnston, has passed upon the validity of the shares
being offered and certain other legal matters and is representing us in
connection with this offering.
Andre M. Pauwels, P. Geo., has provided us with the geology report contained
herein.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the company, 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 Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person 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 to a
court of appropriate jurisdiction the question whether such indemnification by
it, is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
ORGANIZATION WITHIN THE LAST FIVE YEARS
Jasper Ventures Inc. was incorporated in Nevada on November 28, 2006 to engage
in the business of acquisition, exploration and development of natural resource
properties. At that time Jean Smith and Allen Bond were named officers and
directors of the company and the Board of Directors voted to seek capital and
begin development of our business plan. We received our initial funding of
$5,000 through the sale of common stock to Ms. Smith and Mr. Bond who purchased
5,000,000 shares of our Common Stock at $0.001 per share in December 2006
(2,500,000 shares each).
13
DESCRIPTION OF BUSINESS
We are an exploration stage company with no revenues and a limited operating
history. Our independent auditor has issued an audit opinion which includes a
statement expressing substantial doubt as to our ability to continue as a going
concern. The source of information contained in this discussion is our geology
report that has been included as Exhibit 99.1 to this prospectus.
There is the likelihood of our mineral claim containing little or no economic
mineralization. The River Property consisting of 19 cells in one contiguous
block, is the only property currently in the company's portfolio. If our claims
do not contain any reserves, all funds that we spend on exploration will be
lost. Even if we complete our current exploration program and are successful in
identifying a mineral deposit we will be required to expend substantial funds on
further drilling and engineering studies before we will know if we have a
commercially viable mineral deposit or reserve.
GENERAL INFORMATION
The River Property is located in Central Quebec, 199 miles northeast of the City
of Chibougamau, Latitude: Latitude: 52(0)11'N and Longitude: 72(0)22' W. The
property consists of 19 cells in one contiguous block. The area of the mineral
claims is unencumbered Crown Land with no existing liens, claims or restrictions
of any sort.
TABLE 1 RIVER CLAIMS NTS 33A1 QUEBEC
Work Fees
Surface required required
NTS Map area Inscriptin Expiry for for
sheet Row Column (Ha) Type Title No Status date date renewal $ renewal $ Owner
- ----- --- ------ ---- ---- -------- ------ ---- ---- --------- --------- -----
Jasper Ventures
33A01 22 15 52,86 CDC 2134180 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 22 16 52,86 CDC 2134182 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 22 17 52,86 CDC 2134184 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 22 18 52,86 CDC 2134186 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 22 19 52,86 CDC 2134188 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 23 15 52,85 CDC 2134190 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 23 16 52,85 CDC 2134192 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 23 17 52,85 CDC 2134194 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 23 18 52,85 CDC 2134196 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 23 19 52,85 CDC 2134198 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 23 20 52,85 CDC 2134200 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 24 16 52,84 CDC 2134202 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 24 17 52,84 CDC 2134204 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 24 18 52,84 CDC 2134207 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 24 19 52,84 CDC 2134209 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
14
Jasper Ventures
33A01 24 20 52,84 CDC 2134211 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 25 16 52,83 CDC 2134213 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 25 17 52,83 CDC 2134214 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
Jasper Ventures
33A01 25 18 52,83 CDC 2134216 Actif 30-Oct-07 29-Oct-09 135 115 Inc 100%
In Quebec mineral claims are defined by geographic coordinates and can be
acquired by application by letter or via an internet portal maintained by the
Quebec government at:
https://gestim.mines.gouv.qc.ca/MRN_GestimP_Presentation/ODM02101_login.aspx.
Records of all Mineral Titles and claim applications can also be inspected at
the same site.
The River claims were applied for on September 28, 2007 and were inscribed in
the register on October 30, 2007 and are valid until October 29, 2009. In order
to keep the claims in good standing for an additional 2 year period, exploration
work has to be done before the expiry date and fees need to be paid. In addition
the work has to be reported before the expiry date to the authorities by a
qualified person. Total minimum work requirements are C$ 2,565 and the fees to
record the work are C $ 2,185 for a total of C $ 4,750.
The property is situated in the Otish Mountains, 199 miles northeast of the town
of Chibougamau, near the geographic centre of the Province of Quebec. The
nearest population centre is the Cree Village of Mistissini, 53 miles by road
north of Chibougamau. The nearest all weather road is the access road from
Mistissini to the float plane base at Riviere Temiscamie, where a single
Turbo-Otter float-plane is stationed and available for charter. The distance
from Temiscamie to the property is 102 miles. There is no permanent population
or developed infrastructure in the area. The property can be reached by float
plane (summer), or ski plane (winter), from Riviere Temiscamie or a helicopter
can be chartered in Chibougamau. The area has a continental climate typical for
this latitude, characterised by long winters lasting from late October to late
April and short, cool summers with temperatures up to 59 degrees. Lakes freeze
over in late October and are usable again for float planes in early May. Most
precipitation falls in the form of snow during the wintertime with accumulations
of several meters considered normal. Total precipitation averages 32 inches.
The property is situated on a rolling plateau covered by glacial drift with
numerous lakes, outcrops are rare. The Otish Mountains, situated immediately
southeast of the property rise to elevations of 3,445 feet. Elevations on the
property vary from 2,133 to 2,625 feet above sea level. Vegetation consists of
conifers spaced widely apart and rarely thicker than 12 inches in diameter.
Ground cover is a dense matt of mosses, lichens and labrador tea.
The claim has had no known mineral exploration. We have not carried out any
exploration work on the claim and have incurred no exploration costs. The future
cost of exploration work on the property is disclosed in detail in the Plan of
Operation section of this prospectus.
There is not a plant or any equipment currently located on the property.
It is expected that the initial exploration phase will be supported by
generators. Water required for exploration and development of the claim is
available from several creeks and fresh water lakes located in the area.
15
Based on the following factors it is concluded by our geologist that the claims
are prospective for diamond mineralization:
1. The River property is located in the Otish Mountains diamond camp.
2. The River property is located 10 km northwest of the Tichegamie
kimberlite cluster.
3. Detailed aeromagnetic coverage of the area is available in public
files from previous explorers
4. The presence of anomalously high counts of small lakes makes this 10
km2 property prospective for the presence of kimberlite pipes
Exploration for diamantiferous kimberlites is recommended on the River property.
Exploration should proceed according to the three phase exploration program
outlined in detail in the Plan of Operation section of this prospectus.
The cost of the proposed program is $60,776. We plan to commence the first phase
of the exploration program in the spring of 2008.
The discussions contained herein are management's estimates based on information
provided by the professional geologist who prepared the geology report for the
project. Because we have not commenced our exploration program we cannot provide
a more detailed discussion of our plans if we find a viable store of minerals on
our property, as there is no guarantee that exploitable mineralization will be
found, the quantity or type of minerals if they are found, and the extraction
process that will be required.
ACQUISITION OF THE MINERAL CLAIM AND REQUIREMENTS OR CONDITIONS FOR RETENTION OF
TITLE
The River claims were applied for on September 28, 2007 and were inscribed in
the register on October 30, 2007 and are valid until October 29, 2009. In order
to keep the claims in good standing for an additional 2 year period, exploration
work has to be done before the expiry date and fees need to be paid. In addition
the work has to be reported before the expiry date to the authorities by a
qualified person. Total minimum work requirements are C$ 2,565 and the fees to
record the work are C $ 2,185 for a total of C $ 4,750.
LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE
The property is situated in the Otish Mountains, 199 miles northeast of the town
of Chibougamau, near the geographic centre of the Province of Quebec. The
nearest population centre is the Cree Village of Mistissini, 53 miles by road
north of Chibougamau. The nearest all weather road is the access road from
Mistissini to the float plane base at Riviere Temiscamie, where a single
Turbo-Otter float-plane is stationed and available for charter. The distance
from Temiscamie to the property is 102 miles. There is no permanent population
or developed infrastructure in the area, with the exception of the winter road
from Riviere Temiscamie to The East Main Gold mine, which passes 9 miles east of
the claims. The only economic activity in the area, apart from mineral
exploration, is seasonal trapping and hunting by Cree villagers from Mistissini.
The property can be reached by float plane (summer) or ski plane (winter) from
Riviere Temiscamie or alternatively a helicopter can be chartered in
Chibougamau. Personnel experienced in expediting, exploration surveys and camp
construction is available in the village of Mistissini. The Town of Chibougamau,
a mining town, is the regional population centre with many services and
amenities for exploration.
16
[MAP SHOWING THE CLAIM LOCATION RIVER]
The area has a continental climate typical for this latitude, characterised by
long winters lasting from late October to late April and short, cool summers
with temperatures up to 59 degrees. Lakes freeze over in late October and are
usable again for float planes in early May. Most precipitation falls in the form
17
of snow during the wintertime with accumulations of several meters considered
normal. Total precipitation averages 32 inches.
The property is situated on a rolling plateau covered by glacial drift with
numerous lakes, outcrops are rare. The Otish Mountains, situated immediately
southeast of the property rise to elevations of 3,445 feet. Elevations on the
property vary from 2,133 to 2,625 feet above sea level. Vegetation consists of
conifers spaced widely apart and rarely thicker than 12 inches in diameter.
Ground cover is a dense matt of mosses, lichens and labrador tea.
[MAP SHOWING THE REGIONAL GEOLOGY]
18
GEOLOGY LEGEND
ARCHEAN -SUPERIOR PROVINCE
S9 Granitic rocks, generally foliated
S8A Granitic rock, pink color, gneissic -contains locally gneiss and migmatite
Mixed gneiss, gneissic migmatite
S8D Quartzo-feldspatic gneiss
Metasediments
S4 Greywacke, pebble conglomerate, arkose often gneissic , massive quartzite
Metavolcanics, intermadiate, mafic and ultramafic
S2 Volcano clastic rocks, amphibolite facies, layered amphibolite
(amphibolite tuff), green schist
HISTORY
The Otish mountain area in Central Quebec has been the focus of diamond
exploration in Canada since 1996. The first kimberlite occurrence discovered in
the Otish Mountains was the fortuitous consequence of a 1975 drilling program
for uranium at Lac Beaver, and was first recognized to contain diamonds in 1998.
This kimberlite pipe however was found to be too lean for further development.
Nevertheless this first find spurred till sampling surveys over large areas in
the Otish Mountains by several companies. This resulted in a total of at least
24 kimberlite finds in 5 separate areas:
* Foxtrot Property: 9 pipes and 4 dykes, all diamantiferous. Several
pipes have been bulk sampled with encouraging diamond contents first
published in 2005 (Ashton Mining of Canada Ltd. News releases)
* Portage : 1 dyke in the area of Foxtrot found in 2005 ( Majescor
Resources News Releases)
* Lac Beaver: 2 pipes, diamantiferous but low grade. 120 km SSW of
Foxtrot
* Tichegami: 4 pipes, 20 km NE of Lac Beaver (Ditem Explorations Inc -
News Releases)
* Dios: 4 pipes and dykes south of Beaver Lake
An analysis of the exploration activity since 1996 shows that the principal
exploration tools used were regional, widely spaced (like 500m by 2000 m
spacing), till sampling for diamond and kimberlite indicator minerals and
detailed (often 75-100 meter spaced lines) aeromagnetic surveys. Typically
aeromagnetic anomalies within areas with anomalous indicator minerals were then
tested with drilling. One or both techniques found all the above kimberlite
pipes except the first one at Lac Beaver. It is also clear from Canada's diamond
exploration history that this exploration technique misses many kimberlite pipes
19
because many kimberlite pipes are not expressed in till sample results and many
kimberlite pipes do not have a recognizable magnetic signature. Another
shortcoming with these techniques is that usually a very large a number of
magnetic anomalies is generated, too many for drill testing. Of importance to
note is that although prospecting for kimberlite has not been done much in the
Otish area and though none of the Otish kimberlite pipes was discovered that
way, at least 4 of the pipes (at Foxtrot and by Dios) have outcrop and several
more have boulder trains of kimberlite. Clearly prospecting could have located
these pipes. The caveat is that the area is too large for prospecting.
Prospecting could only be rewarding if one could geographically narrow the areas
with a high probability of containing kimberlite pipes.
Prospecting success has many advantages especially for junior exploration
companies. Prospecting will broaden the spectrum of findable kimberlite pipes to
include those that have no magnetic signature and/or have no expression in till
samples. A prospecting discovery also has the advantage of greatly shortening
the exploration time of a discovery. Outcrops can be immediately sampled and
meaningfully tested for diamond content in a short span of time.
20
[MAP SHOWING AREA TARGETS FOR KIMBERLITE PROSPECTING]
21
GEOLOGICAL SETTING
The River property is located within the Achaean age (2.7 to 2.9 Ga), Superior
Craton of the Canadian Shield. Regional geological mapping of the area was
published in 1984. The main lithologies in the area are foliated granite and
granite gneiss. The metamorphic grade is mainly amphibolites facies. The
predominant direction of foliation is north-northeast. Meta-volcanic and
meta-sedimentary rocks of the Eastmain greenstone belt occur 10 km north of the
property. 12 miles to the southeast of the property are outcrops the Proterozoic
age sediments of the Otish Basin. Proterozoic dykes, typically a few tens of
meters wide and composed of diabase, crosscut all lithologies.
COMPETITION
We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in Canada and around the world for
the sale of diamonds and minerals. Therefore, we will likely be able to sell any
diamonds or minerals that we are able to recover.
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. If we are unsuccessful in securing the products, equipment
and services we need we may have to suspend our exploration plans until we are
able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in Quebec specifically.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any of these applications on an ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
22
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
EMPLOYEES AND EMPLOYMENT AGREEMENTS
Our only employee is our officer, Jean Smith who currently devotes as much time
as the board of directors determines is necessary to manage the affairs of the
company. There are no formal employment agreements between the company and our
current employee.
REPORTS TO SECURITIES HOLDERS
We will provide an annual report that includes audited financial information to
our shareholders. We will make our financial information equally available to
any interested parties or investors through compliance with the disclosure rules
of Regulation S-B for a small business issuer under the Securities Exchange Act
of 1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10K-SB annually
and Form 10Q-SB quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
PLAN OF OPERATION
Our current cash balance is $43,150. We believe our cash balance is sufficient
to fund our level of operations for the next twelve months. If we experience a
shortage of funds prior to funding we may utilize funds from our directors,
however they have no formal commitment, arrangement or legal obligation to
advance or loan funds to the company. We are an exploration stage company and
have generated no revenue to date. We have sold $49,000 in equity securities to
pay for our minimum level of 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 revenues and no revenues are anticipated until we
begin removing and selling minerals. There is no assurance we will ever reach
that point.
Our exploration target is to find exploitable minerals on our property. Our
success depends on achieving that target. There is the likelihood of our mineral
claim containing little or no economic mineralization or reserves of minerals.
There is the possibility that our claim does not contain any reserves and funds
that we spend on exploration will be lost. Even if we complete our current
exploration program and are successful in identifying a mineral deposit we will
be required to expend substantial funds to bring our claim to production. We are
unable to assure you we will be able to raise the additional funds necessary to
implement any future exploration or extraction program even if mineralization is
found.
Our plan of operation for the twelve months following the date of this
prospectus is to complete the first of the three phases of the exploration
program on our claim. In addition to the $19,000 we anticipate spending for the
first phase of the exploration program as outlined below, we anticipate spending
an additional $15,000 on professional fees, including fees payable in connection
23
with the filing of our registration statement and complying with reporting
obligations, and general administrative costs. Total expenditures over the next
12 months are therefore expected to be approximately $34,000. If we experience a
shortage of funds prior to funding we may utilize funds from our directors,
however they have no formal commitment, arrangement or legal obligation to
advance or loan funds to the company.
The following three phase exploration proposal and cost estimate is offered with
the understanding that each phase is contingent upon positive (encouraging)
results being obtained from the prior phases and our ability to raise additional
capital:
PHASE 1 DATA EVALUATION AND PROSPECTING Aeromagnetic data for the claim area
should be researched for anomalies potentially caused by kimberlite. Priority
areas for prospecting will be any such aeromagnetic anomalies . A team of 2
prospectors can systematically cover the area to prospect for kimberlite rocks
in float or in outcrop in 10 to 15 days. Any kimberlite rock found will be
sampled and analyzed for diamonds and diamond indicator minerals.
PHASE 2 GEOCHEMICAL SAMPLING: All aeromagnetic kimberlite targets found will be
prospected in detail and systematic soil sampling will be done along lines
spaced no more than 100 m apart and with samples at 50 or 25 meter intervals.
Aeromagnetic targets totally covered by overburden should also be sampled.
Sampling methods should follow the MMI protocol and samples need to be analyzed
at a specialized MMI laboratory. Positive results will be the outline of
kimberlite bodies, through indicator element signatures. Total duration of the
field campaign depends on the number of targets present. Duration will be 1 to 2
days per target for a 2 person prospecting-sampling crew. Processing of samples
during summer can be up to 6 weeks
PHASE 3 DRILLING: Positive targets will need to be drill tested, The amount of
drilling will depend on the success of phase 1 and 2.
BUDGET
PHASE 1 PROSPECTING AND RESEARCH C $ US $
- ---------------------------------- ----- -----
Mobilization anf travel cost to Chibougamau 2,500 2,375
Prospector 8 days @ $375/day 2,800 2,660
Assisstant 8 days @ $275/day 2,200 2,090
Camping equipment and food 2,500 2,375
Floatplane rental 6,000 5,700
Organization planning and aeromagnetic research 4,000 3,800
------ ------
TOTAL 20,000 19,000
PHASE 2 GEOCHEMICAL SAMPLING
Mobilization anf travel cost to Chibougamau 2,500 2,375
Technician 15 days @ $400/day 6,000 5,700
Assisstant 15 days @ $275/day 4,125 3,919
Camping equipment and food 2,500 2,375
Floatplane rental 6,000 5,700
Sampling equipment 600 570
MIM analysis 250 samples @ C$35 8,750 8,313
Sample shipping 500 475
Drafting Interpretation and report 8,000 7,600
Assessment fees 2,000 1,900
Organization planning and aeromagnetic research 3,000 2,850
TOTAL 43,975 41,777
------ ------
OVERALL TOTAL 60,777
======
24
We plan to commence Phase 1 of the exploration program on the claim in the
spring of 2008. We expect this phase to take 8 days to complete and an
additional one to two months for the geologist to prepare his report.
The above program costs are management's estimates based upon the
recommendations of the professional geologist's report and the actual project
costs may exceed our estimates. To date, we have not commenced exploration.
Following phase one of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase two of our
exploration program. Subject to financing and the results of phase one, we
anticipate commencing with phase 2 and 3 in summer 2008 or spring 2009. We have
a verbal agreement with Andre Pauwels, the professional geologist who prepared
the geology report on the River property, to retain his services for our planned
exploration program. We will require additional funding to proceed with any
subsequent work on the claim; we have no current plans on how to raise the
additional funding. We cannot provide any assurance that we will be able to
raise sufficient funds to proceed with any work after the first phase of the
exploration program.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not
generated 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 property, and possible cost overruns
due to increases in the cost of services.
To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We have
no assurance that future financing will materialize. If our exploration program
is successful and the financing is not available to us for extraction, we may be
unable to continue.
LIQUIDITY AND CAPITAL RESOURCES
Our current cash balance is $43,150. If the first phase of our exploration
program is successful in identifying mineral deposits we will attempt to raise
the necessary funds to proceed with phase two and three of our program. The
sources of funding we may consider to fund this work include a second offering,
a private placement of our securities or loans from our director or others.
Our directors have agreed to advance funds to pay the cost of reclamation of the
property should exploitable minerals not be found and we abandon our exploration
program and there are no remaining funds in the company. While they have agreed
to advance the funds, the agreement is verbal and is unenforceable as a matter
of law.
25
We received our initial funding of $5,000 through the sale of common stock to
our directors in December 2006 (5,000,000 shares at $0.001). In January 2007 we
offered and sold 240,000 common stock shares at $0.01 per share to 6
non-affiliated private investors for proceeds of $2,400. In April 2007 we
offered and sold 360,000 common stock shares at $0.01 per share to 9
non-affiliated private investors for proceeds of $3,600. In September 2007 we
offered and sold 360,000 common stock shares at $0.05 per share to 18
non-affiliated private investors for proceeds of $18,000. In October 2007 we
offered and sold 200,000 common stock shares at $0.10 per share to 4
non-affiliated private investors for proceeds of $20,000.
From inception until the date of this filing we have had no operating
activities. Our financial statements from inception (November 28, 2006) through
the year ended October 31, 2007 report no revenues and a net loss of $22,350.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company's year end is October 31.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with original maturity of
three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
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
into their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Gains or losses resulting from
foreign currency transactions are included in results of operations.
EXPLORATION STAGE COMPANY
The Company complies with Financial Accounting Standards Board Statement No. 7
and Securities and Exchange Commission Act Guide 7 for its characterization of
the Company as pre-exploration stage.
26
FAIR VALUE OF FINANCIAL INSTRUMENT
The Company's financial instrument consisted of cash and accounts payable.
Unless otherwise noted, it is management's opinion the Company is not exposed to
significant interest, currency or credit risks arising from this financial
instrument. Because of the short maturity of such assets and liabilities the
fair value of these financial instruments approximate their carrying values,
unless otherwise noted.
INCOME TAXES
Potential benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109
"Accounting for Income Taxes" as of its inception. Pursuant to SFAS No. 109 the
Company is required to compute tax asset benefits for net operating losses
carried forward.
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
The Company computes net income (loss) per share in accordance with SFAS No.
128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both
basic and diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net income (loss) available to common
shareholders (numerator) by the weighted average number of common shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period including stock
options, using the treasury stock method, and convertible preferred stock, using
the if-converted method. In computing diluted EPS, the average stock price for
the period is used in determining the number of shares assumed to be purchased
from the exercise of stock options or warrants. Diluted EPS excludes all
dilutive potential common shares if their effect is anti-dilutive.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2006, the FASB issued FASB Interpretation ("FIN") No. 48 Accounting for
Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109. FIN
48 prescribes detailed guidance for the financial statement recognition,
measurement, and disclosure of uncertain tax positions recognized in an
enterprise's financial statements in accordance with SFAS No. 109, Accounting
for Income Taxes. Tax positions must meet a more-likely-than-not recognition
threshold at the effective date to be recognized upon the adoption of FIN 48 and
in subsequent periods. FIN 48 will be effective for fiscal years beginning after
December 15, 2006, and the provisions of FIN 48 will be applied to all positions
upon the adoption of the Interpretation. The cumulative effect of this applying
the provisions of this Interpretation will be reported as an adjustment to the
opening balance of retained earnings for that fiscal year. Management is
currently evaluating the impact of FIN 48 on the financial statements but does
not believe that its adoption will have a material effect on the Company's
financial position, results of operations, or cash flows.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when quantifying Misstatements in
Current Year Financial Statements ("SAB 108"). SAB 108 requires companies to
evaluate the materiality of identified unadjusted errors on each financial
statement and related financial statement disclosure using both the rollover
approach and the iron curtain approach, as those terms are defined in SAB 108.
The rollover approach quantifies misstatements based on the amount of the error
in the current year financial statement, whereas the iron curtain approach
quantifies misstatements based on the effects of correcting the misstatement
existing in the balance sheet at the end of the current year, irrespective of
the misstatement's year(s) of origin. Financial statements would require
adjustment when either approach results in quantifying a misstatement that is
material. Correcting prior year financial statements for immaterial errors would
not require previously filed reports to be amended. If a Company determines that
27
an adjustment to prior year financial statements is required upon adoption of
SAB 108 and does not elect to restate its previous financial statements, then it
must recognize the cumulative effect of applying SAB 108 in fiscal 2006
beginning balances of the affected assets and liabilities with a corresponding
adjustment to the fiscal 2006 opening balance in retained earnings. SAB 108 is
effective for interim periods of the first fiscal year ending after November 15,
2006. The Company does not expect the adoption of this interpretation to have an
impact on its financial position or results of operations.
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow.
DESCRIPTION OF PROPERTY
We do not currently own any property. We are currently utilizing space at the
residence of our president at 69 Ross Street West #638, Moose Jaw, Saskatchewan,
Canada S6H 2M0. We believe the current premises are sufficient for our needs at
this time. The president provides the office premises to the company at no
charge. The donated office premises are valued at $500 per month. A total of
$5,500 for donated rent were charged to operations and recorded as donated
capital for the year ended October 31, 2007.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In December 2006, a total of 5,000,000 shares of Common Stock were issued to
Jean Smith and Allen Bond in exchange for $5,000 US, or $.001 per share
(2,500,000 shares each). All of such shares are "restricted" securities, as that
term is defined by the Securities Act of 1933, as amended, and are held by the
officer and directors of the Company. (See "Principal Stockholders".)
Jean Smith, the President of the Company provides management fees and office
premises to the Company at no charge. The donated services are valued at $1,000
per month for the management fees and donated office premises are valued at $500
per month. A total of $11,000 for donated management fees and $5,500 for donated
rent were charged to operations and recorded as donated capital for the year
ended October 31, 2007.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We plan to contact a market maker immediately following the completion of the
offering and apply to have the shares quoted on the OTC Electronic Bulletin
Board (OTCBB). The OTCBB is a regulated quotation service that displays
real-time quotes, last sale prices and volume information in over-the-counter
(OTC) securities. The OTCBB is not an issuer listing service, market or
exchange. Although the OTCBB does not have any listing requirements per se, to
be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the SEC or applicable regulatory authority. Market Makers are not
permitted to begin quotation of a security whose issuer does not meet this
filing requirement. Securities already quoted on the OTCBB that become
delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that time. We
cannot guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been no
discussions or understandings between Jasper Ventures Inc., and, anyone acting
on our behalf with any market maker regarding participation in a future trading
market for our securities.
28
As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus we have one shareholder of
record. We have paid no cash dividends and have no outstanding options.
PENNY STOCK RULES
The Securities and 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).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks 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, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
- contains a description of the nature and level of risk in the market
for penny stock 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 or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock 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 Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- 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
29
- 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 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
their securities.
REPORTS
We will become subject to certain filing requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountant,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.
EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of Jean Smith and Allen Bond.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value &
Non-Equity Nonqualified
Incentive Deferred All
Name and Plan Compen- Other
Principal Stock Option Compen- sation Compen-
Position Year Salary Bonus Awards Awards sation Earnings sation Total
- -------- ---- ------ ----- ------ ------ ------ -------- ------ -----
Jean Smith, 2006 0 0 0 0 0 0 0 0
President, 2007 0 0 0 0 0 0 0 0
CEO and Director
Allen Bond, 2006 0 0 0 0 0 0 0 0
Director 2007 0 0 0 0 0 0 0 0
There are no current employment agreements between the company and its executive
officer.
In December 2006, a total of 5,000,000 shares of common stock were issued to
Jean Smith and Allen Bond in exchange for cash in the amount of $5,000 U.S., or
$.001 per share.
The terms of these stock issuances were as fair to the company, in the opinion
of the board of directors, as could have been made with an unaffiliated third
party.
30
Jean Smith currently devotes approximately 3 hours per week to manage the
affairs of the company. She has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.
She currently provides management fees and office premises to the company at no
charge. The donated services are valued at $1,000 per month for the management
fees and donated office premises are valued at $500 per month. A total of
$11,000 for donated management fees and $5,500 for donated rent were charged to
operations and recorded as donated capital for the year ended October 31, 2007.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
FINANCIAL STATEMENTS
The financial statements of Jasper Ventures Inc. as of and for the period ended
October 31, 2007, and related notes, included in this prospectus have been
audited by LBB & Associates Ltd., LLP of Houston, TX, and have been so included
in reliance upon the opinion of such accountants given upon their authority as
an expert in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
31
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Jasper Ventures, Inc.
(An Exploration Stage Company)
Saskatchewan, Canada
We have audited the accompanying balance sheet of Jasper Ventures, Inc. (the
"Company") as of October 31, 2007, and the related statements of operations,
stockholders' equity, and cash flows for the period from November 28, 2006
(inception) through October 31, 2007. 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 the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Jasper Ventures, Inc. as of
October 31, 2007, and the results of its operations and its cash flows for the
period from November 28, 2006 (inception) through October 31, 2007, in
conformity with accounting principles generally accepted in the United States of
America.
As discussed in Note 1 to the financial statements, the Company's absence of
significant revenues, loss from operations, and its need for additional
financing in order to fund its projected loss in 2008 raise substantial doubt
about its ability to continue as a going concern. The 2007 financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ LBB & Associates Ltd., LLP
- ---------------------------------------
LBB & Associates Ltd., LLP
Houston, Texas
December 7, 2007
F-1
JASPER VENTURES INC.
(An Exploration Stage Company)
BALANCE SHEET
OCTOBER 31, 2007
- --------------------------------------------------------------------------------
- $ -
-------
ASSETS
Current
Cash 43,150
-------
Total current assets 43,150
-------
TOTAL ASSETS 43,150
=======
LIABILITIES
TOTAL LIABILITIES 0
-------
STOCKHOLDERS' EQUITY
Common stock (Note 3)
Authorized:
75,000,000 common shares with a par value of $0.001
Issued and outstanding:
6,160,000 common shares 6,160
Additional paid in capital 59,340
Deficit accumulated during the exploration stage (22,350)
-------
Total stockholders' equity 43,150
-------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 43,155
=======
See accompanying summary of accounting policies and
notes to financial statements
F-2
JASPER VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
Period from November 28, 2006 (Inception) through October 31, 2007
- --------------------------------------------------------------------------------
Period from
November 28, 2006
(Inception) to
October 31,
2007
- $ -
----------
Exploration expenditures 4,000
Management fees 11,000
General and administrative 7,350
----------
Net loss (22,350)
==========
Basic and diluted net loss per share (0.00)
Weighted average number of shares outstanding 5,293,293
==========
See accompanying summary of accounting policies and
notes to financial statements
F-3
JASPER VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Period from November 28, 2006 (Inception) to October 31, 2007
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Shares Additional During the
----------------------- Paid-in Exploration
Number Par Value Capital Stage Total
------ --------- ------- ----- -----
Balance, November 28, 2006 -- $ -- $ -- $ -- $ --
Stock issued to founders for cash 5,000,000 5,000 -- -- 5,000
Stock issued for cash 1,160,000 1,160 42,840 -- 44,000
Donated services -- -- 16,500 -- 16,500
Net loss for period -- -- -- (22,350) (22,350)
--------- ------- -------- --------- --------
Balance, October 31, 2007 6,160,000 $ 6,160 $ 59,340 $ (22,350) $ 43,150
========= ======= ======== ========= ========
See accompanying summary of accounting policies and
notes to financial statements
F-4
JASPER VENTURES INC.
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
Period from November 28, 2006 (Inception) through October 31, 2007
- --------------------------------------------------------------------------------
Inception
through
October 31,
2007
- $ -
-------
CASHFLOWS FROM OPERATING ACTIVITIES:
Net loss (22,350)
Adjustments to reconcile net loss to cash
used by operating activities:
Donated services 16,500
-------
CASH FLOWS USED IN OPERATING ACTIVITIES (5,850)
-------
CASH FLOWS FROM FINANCING ACTIVITIES
Cash received from sale of common stock 49,000
-------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 49,000
-------
NET INCREASE IN CASH 43,150
CASH, BEGINNING OF PERIOD --
-------
CASH, END OF PERIOD 43,150
=======
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid --
Income tax paid --
=======
See accompanying summary of accounting policies and
notes to financial statements
F-5
JASPER VENTURES INC.
NOTES TO FINANCIAL STATEMENTS
(An Exploration Stage Company)
Period from November 28, 2006 (Inception) through October 31, 2007
- --------------------------------------------------------------------------------
1. NATURE OF OPERATIONS
Jasper Ventures, Inc. was incorporated in Nevada on November 28, 2006 to engage
in the acquisition, exploration and development of natural resource properties.
We are an exploration stage company with no revenues and limited operating
history.
These financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company anticipates future losses in the development of its business raising
doubt about the Company's ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company generating profitable
operations in the future and/or to obtain the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations
when they come due. Management intends to finance operating costs over the next
twelve months with existing cash on hand, loans from directors and/or issuance
of common shares.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company's year end is October 31.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with original maturity of
three months or less to be cash equivalents.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
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
into their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Gains or losses resulting from
foreign currency transactions are included in results of operations.
EXPLORATION STAGE COMPANY
The Company complies with Financial Accounting Standards Board Statement No. 7
and Securities and Exchange Commission Act Guide 7 for its characterization of
the Company as pre-exploration stage.
F-6
JASPER VENTURES INC.
NOTES TO FINANCIAL STATEMENTS
(An Exploration Stage Company)
Period from November 28, 2006 (Inception) through October 31, 2007
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENT
The Company's financial instrument consisted of cash and accounts payable.
Unless otherwise noted, it is management's opinion the Company is not exposed to
significant interest, currency or credit risks arising from this financial
instrument. Because of the short maturity of such assets and liabilities the
fair value of these financial instruments approximate their carrying values,
unless otherwise noted.
INCOME TAXES
Potential benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109
"Accounting for Income Taxes" as of its inception. Pursuant to SFAS No. 109 the
Company is required to compute tax asset benefits for net operating losses
carried forward.
BASIC AND DILUTED NET INCOME (LOSS) PER SHARE
The Company computes net income (loss) per share in accordance with SFAS No.
128, "Earnings per Share" (SFAS 128). SFAS 128 requires presentation of both
basic and diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net income (loss) available to common
shareholders (numerator) by the weighted average number of common shares
outstanding (denominator) during the period. Diluted EPS gives effect to all
dilutive potential common shares outstanding during the period including stock
options, using the treasury stock method, and convertible preferred stock, using
the if-converted method. In computing diluted EPS, the average stock price for
the period is used in determining the number of shares assumed to be purchased
from the exercise of stock options or warrants. Diluted EPS excludes all
dilutive potential common shares if their effect is anti-dilutive.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2006, the FASB issued FASB Interpretation ("FIN") No. 48 Accounting for
Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109. FIN
48 prescribes detailed guidance for the financial statement recognition,
measurement, and disclosure of uncertain tax positions recognized in an
enterprise's financial statements in accordance with SFAS No. 109, Accounting
for Income Taxes. Tax positions must meet a more-likely-than-not recognition
threshold at the effective date to be recognized upon the adoption of FIN 48 and
in subsequent periods. FIN 48 will be effective for fiscal years beginning after
December 15, 2006, and the provisions of FIN 48 will be applied to all positions
upon the adoption of the Interpretation. The cumulative effect of this applying
the provisions of this Interpretation will be reported as an adjustment to the
opening balance of retained earnings for that fiscal year. Management is
currently evaluating the impact of FIN 48 on the financial statements but does
not believe that its adoption will have a material effect on the Company's
financial position, results of operations, or cash flows.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering
the Effects of Prior Year Misstatements when quantifying Misstatements in
Current Year Financial Statements ("SAB 108"). SAB 108 requires companies to
evaluate the materiality of identified unadjusted errors on each financial
statement and related financial statement disclosure using both the rollover
approach and the iron curtain approach, as those terms are defined in SAB 108.
The rollover approach quantifies misstatements based on the amount of the error
in the current year financial statement, whereas the iron curtain approach
quantifies misstatements based on the effects of correcting the misstatement
existing in the balance sheet at the end of the current year, irrespective of
the misstatement's year(s) of origin. Financial statements would require
adjustment when either approach results in quantifying a misstatement that is
material. Correcting prior year financial statements for immaterial errors would
not require previously filed reports to be amended. If a Company determines that
an adjustment to prior year financial statements is required upon adoption of
F-7
JASPER VENTURES INC.
NOTES TO FINANCIAL STATEMENTS
(An Exploration Stage Company)
Period from November 28, 2006 (Inception) through October 31, 2007
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
SAB 108 and does not elect to restate its previous financial statements, then it
must recognize the cumulative effect of applying SAB 108 in fiscal 2006
beginning balances of the affected assets and liabilities with a corresponding
adjustment to the fiscal 2006 opening balance in retained earnings. SAB 108 is
effective for interim periods of the first fiscal year ending after November 15,
2006. The Company does not expect the adoption of this interpretation to have an
impact on its financial position or results of operations.
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow.
3. RELATED PARTY
The President of the Company provides management fees and office premises to the
Company at no charge. The donated services are valued at $1,000 per month for
the management fees and donated office premises are valued at $500 per month. A
total of $11,000 for donated management fees and $5,500 for donated rent were
charged to operations and recorded as donated capital for the year ended October
31, 2007.
4. COMMON SHARES
a) In December 2006 the Company issued 5,000,000 common shares of the
Company at $0.001 per share for cash proceeds of $5,000.
b) In January 2007 the Company issued 240,000 common shares of the
Company at $0.01 per share for cash proceeds of $2,400.
c) In April 2007 the Company issued 360,000 common shares of the Company
at $0.01 per share for cash proceeds of $3,600.
d) In September 2007 the Company issued 360,000 common shares of the
Company at $0.05 per share for cash proceeds of $18,000.
e) In October 2007 the Company issued 200,000 common shares of the
Company at $0.10 per share for cash proceeds of $20,000.
5. INCOME TAXES
The Company follows Statement of Financial Accounting Standards Number 109 (SFAS
109), "Accounting for Income Taxes." Deferred income taxes reflect the net
effect of (a) temporary difference between carrying amounts of assets and
liabilities for financial purposes and the amounts used for income tax reporting
purposes, and (b) net operating loss carry-forwards. No net provision for
refundable Federal income tax has been made in the accompanying statement of
loss because no recoverable taxes were paid previously. Similarly, no deferred
tax asset attributable to the net operating loss carry-forward has been
recognized, as it is not deemed likely to be realized.
F-8
JASPER VENTURES INC.
NOTES TO FINANCIAL STATEMENTS
(An Exploration Stage Company)
Period from November 28, 2006 (Inception) through October 31, 2007
- --------------------------------------------------------------------------------
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
October 31,
2007
- $ -
------
Deferred tax asset attributable to:
Net operating loss 7,600
Valuation allowance (7,600)
------
Net refundable amount --
======
A reconciliation of the Company's tax provision is as follows:
October 31,
2007
- $ -
------
Refund at statutory (34%) rate (7,600)
Change in valuation allowance 7,600
------
Net deferred tax asset --
======
At October 31, 2007, the Company had an unused net operating loss carry-forward
approximating $22,350 that is available to offset future taxable income; the
loss carry-forward will start to expire in 2027.
F-9
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Jasper Ventures Inc.'s By-Laws allow for the indemnification of the officers and
directors in regard to their carrying out the duties of their offices. The board
of directors will make determination regarding the indemnification of the
director, officer or employee as is proper under the circumstances if he/she has
met the applicable standard of conduct set forth in the Nevada General
Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
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director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Jasper Ventures Inc., we have
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
II-2
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
In December 2006, a total of 5,000,000 shares of common stock were issued in
exchange for $5,000 US, or $.001 per share. These securities were issued to the
directors of the company.
In January 2007 we offered and sold 240,000 common stock shares at $0.01 per
share to 6 non-affiliated private investors for proceeds of $2,400. In April
2007 we offered and sold 360,000 common stock shares at $0.01 per share to 9
non-affiliated private investors for proceeds of $3,600. In September 2007 we
offered and sold 360,000 common stock shares at $0.05 per share to 18
non-affiliated private investors for proceeds of $18,000. In October 2007 we
offered and sold 200,000 common stock shares at $0.10 per share to 4
non-affiliated private investors for proceeds of $20,000.
The company relied upon Section 4(2) of the Securities Act of 1933, as amended
(the "Act"). Each prospective investor was given a private placement memorandum
designed to disclose all material aspects of an investment in the company,
including the business, management, offering details, risk factors, financial
statements and use of funds. The investors were either business acquaintances,
family members, or friends of, or personally known to, our officer and director.
It is the belief of management that each of the individuals who invested have
such knowledge and experience in financial and business matters that they are
capable of evaluating the merits and risks of the investment and therefore did
not need the protections offered by registering their shares under Securities
and Exchange Act of 1933, as amended. Each investor completed a subscription
confirmation letter and private placement subscription agreement whereby the
investors certified that they were purchasing the shares for their own accounts,
with investment intent. This offering was not accompanied by general
advertisement or general solicitation and the shares were issued with a Rule 144
restrictive legend.
Under the Securities Act of 1933, all sales of issuers' securities or by a
shareholder must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act. Rule 144 under the 1933 Act sets
forth conditions which, if satisfied, permit persons holding control securities
(affiliated shareholders, i.e., officers, directors or holders of at least ten
percent of the outstanding shares) or restricted securities (non-affiliated
shareholders) to sell such securities publicly without registration. Rule 144
sets forth a holding period for restricted securities to establish that the
holder did not purchase such securities with a view to distribute. Under Rule
144, several provisions must be met with respect to the sales of control
securities at any time and sales of restricted securities held between one and
two years. The following is a summary of the provisions of Rule 144: (a) Rule
144 is available only if the issuer is current in its filings under the
Securities an Exchange Act of 1934. Such filings include, but are not limited
to, the issuer's quarterly reports and annual reports; (b) Rule 144 allows
resale of restricted and control securities after a one year hold period,
subjected to certain volume limitations, and re-sales by non-affiliates holders
without limitations after two years; ( c ) The sales of securities made under
Rule 144 during any three-month period are limited to the greater of: (i) 1% of
the outstanding common stock of the issuer; or (ii) the average weekly reported
trading volume in the outstanding common stock reported on all securities
exchanges during the four calendar weeks preceding the filing of the required
notice of the sale under Rule 144 with the SEC.
II-3
EXHIBITS
Exhibit 3.1 Articles of Incorporation
Exhibit 3.2 Bylaws
Exhibit 5.1 Opinion re: Legality
Exhibit 23.1 Consent of counsel (See Exhibit 5.1)
Exhibit 23.2 Consent of independent auditor
Exhibit 23.3 Consent of professional geologist (See Certificate of
Qualifications in Exh. 99.1)
Exhibit 99.1 Professional Geologist's Report
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers of sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in this registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low and 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 volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement ; and
(iii) 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,
treat each post-effective amendment as a new registration statement of the
securities offered herein, and that 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. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the By-Laws of the company, 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 Act, and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person 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 to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
II-4
5. For determining any liability under the Securities Act, we shall treat the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by us under Rule 424(b)(1), or (4), or 497(h) under the
Securities Act as part of this registration statement as of the time the
Commission declared it effective.
6. For determining any liability under the Securities Act, we shall treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration statement,
and that the offering of the securities at that time as the initial bona fide
offering of those securities.
7. For determining liability of the undersigned small business issuer under the
Securities Act to any purchaser in the initial distribution of the securities,
the undersigned small business issuer undertakes that in a primary offering of
securities of the undersigned small business issuer pursuant to this
registration statement, regardless of the underwriting methods used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of the following communications, the undersigned small
business issuer 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 of the undersigned small
business issuer relating to the offering required to be filed pursuant to Rule
424;
(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned small business issuer or used or referred to by the
undersigned small business issuer;
(iii) The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned small business
issuer or its securities provided by or on behalf of the undersigned small
business issuer; and
(iv) Any other communication that is an offer in the offering made by the
undersigned small business issuer to the purchaser.
II-5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Moose Jaw,
Saskatchewan, on January 15, 2008.
Jasper Ventures Inc.
/s/ Jean Smith
-------------------------------------------------
By: Jean Smith
(Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer & Director)
/s/ Allen Bond
-------------------------------------------------
By: Allen Bond
(Director)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following person in the capacities and
date stated.
/s/ Jean Smith January 15, 2008
- ------------------------------------- ----------------
Jean Smith, President & Director Date
(Principal Executive Officer, Principal
Financial Officer,
Principal Accounting Officer)
/s/ Allen Bond January 15, 2008
- ------------------------------------- ----------------
Allen Bond, Director Date
II-6