UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2007 Commission file number 333-136492 TREASURE EXPLORATIONS INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) #109 - 114 West Magnolia Street, Suite 400 Bellingham, WA 98225 (Address of principal executive offices, including zip code.) (360) 233-0740 (telephone number, including area code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [X] NO [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (Do not check if Smaller reporting company) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [X] NO [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 4,000,000 shares as of December 31, 2007. ITEM 1. FINANCIAL STATEMENTS The un-audited quarterly financial statements for the period ended December 31, 2007, prepared by the company, immediately follow. 2 Chang G. Park, CPA, Ph. D. * 371 E STREET * CHULA VISTA * CALIFORNIA 91910-2615 * * TELEPHONE (858)722-5953 * FAX (858) 408-2695 * FAX (858) 764-5480 * E-MAIL changgpark@gmail.com * REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors of Treasure Explorations, Inc. (An Exploration Stage Company) We have reviewed the accompanying balance sheet of Treasure Explorations, Inc. (An Exploration Stage "Company") as of December 31, 2007, and the related statements of operation, changes in stockholders' equity (deficit), and cash flows for the six months and three months ended December 31, 2007 and for the period from May 31, 2006 through December 31, 2007. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with generally accepted accounting principles. The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company's losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Chang G. Park - ---------------------------- Chang G. Park, CPA February 12, 2008 Chula Vista, California Member of the California Society of Certified Public Accountants Registered with the Public Company Accounting Oversight Board 3 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Balance Sheets - -------------------------------------------------------------------------------- (unaudited) As of As of December 31, June 30, 2007 2007 -------- -------- ASSETS CURRENT ASSETS Cash $ 26,709 $ 32,570 Deposits -- 3,000 -------- -------- TOTAL CURRENT ASSETS 26,709 35,570 -------- -------- TOTAL ASSETS $ 26,709 $ 35,570 ======== ======== LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts Payable $ 163 $ -- -------- -------- TOTAL CURRENT LIABILITIES 163 -- -------- -------- TOTAL LIABILITIES 163 -- -------- -------- STOCKHOLDERS' EQUITY Common stock, ($0.001 par value, 75,000,000 shares authorized; 4,000,000 shares issued and outstanding as of December 31, 2007 and June 30, 2007 4,000 4,000 Additional paid-in capital 46,000 46,000 Deficit accumulated during exploration stage (23,454) (14,430) -------- -------- TOTAL STOCKHOLDERS' EQUITY 26,546 35,570 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 26,709 $ 35,570 ======== ======== See Notes to Financial Statements 4 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Operations (unaudited) - -------------------------------------------------------------------------------- May 31, 2006 Six Months Six Months Three Months Three Months (inception) Ended Ended Ended Ended through December 31, December 31, December 31, December 31, December 31, 2007 2006 2007 2006 2007 ---------- ---------- ---------- ---------- ---------- REVENUES Revenues $ -- $ 0 $ -- $ -- $ 0 ---------- ---------- ---------- ---------- ---------- TOTAL REVENUES -- 0 -- -- 0 PROFESSIONAL FEES 4,500 3,950 1,500 1,250 12,700 GENERAL & ADMINISTRATIVE EXPENSES 4,524 3,891 4,046 672 10,754 ---------- ---------- ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES 9,024 7,841 5,546 1,922 23,454 ---------- ---------- ---------- ---------- ---------- NET INCOME (LOSS) $ (9,024) $ (7,841) $ (5,546) $ (1,922) $ (23,454) ========== ========== ========== ========== ========== BASIC AND DILUTED EARNING (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00) ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,000,000 2,858,696 4,000,000 3,717,391 ========== ========== ========== ========== See Notes to Financial Statements 5 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Changes in Stockholders' Equity (unaudited) From May 31, 2006 (Inception) through December 31, 2007 - -------------------------------------------------------------------------------- Deficit Accumulated Common Additional During Common Stock Paid-in Exploration Stock Amount Capital Stage Total ----- ------ ------- ----- ----- BALANCE, MAY 31, 2006 -- $ -- $ -- $ -- $ -- Stock issued for cash on May 31, 2006 @ $0.005 per share 2,000,000 2,000 8,000 10,000 Net loss, June 30, 2006 (430) (430) ---------- ------- ------- -------- -------- BALANCE, JUNE 30, 2006 2,000,000 $ 2,000 $ 8,000 $ (430) $ 9,570 ========== ======= ======= ======== ======== Stock issued for cash on October 13, 2006 @ $0.02 per share 2,000,000 2,000 38,000 40,000 Net loss, June 30, 2007 (14,000) (14,000) ---------- ------- ------- -------- -------- BALANCE, JUNE 30, 2007 4,000,000 $ 4,000 $46,000 $(14,430) $ 35,570 ========== ======= ======= ======== ======== Net loss, December 31, 2007 (9,024) (9,024) ---------- ------- ------- -------- -------- BALANCE, DECEMBER 31, 2007 4,000,000 $ 4,000 $46,000 $(23,454) $ 26,546 ========== ======= ======= ======== ======== See Notes to Financial Statements 6 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Cash Flows (unaudited) - -------------------------------------------------------------------------------- May 31, 2006 Six Months Six Months (inception) Ended Ended through December 31, December 31, December 31, 2007 2006 2007 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ (9,024) $ (7,841) $(23,454) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Deposits decrease 3,000 -- -- Accounts Payable increase 163 (415) 163 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (5,861) (8,256) (23,291) CASH FLOWS FROM INVESTING ACTIVITIES NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock -- 2,000 4,000 Additional paid-in capital -- 38,000 46,000 -------- -------- -------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 40,000 50,000 -------- -------- -------- NET INCREASE (DECREASE) IN CASH (5,861) 31,744 26,709 CASH AT BEGINNING OF PERIOD 32,570 9,985 -- -------- -------- -------- CASH AT END OF YEAR $ 26,709 $ 41,729 $ 26,709 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 7 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) December 31, 2007 NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Treasure Explorations Inc. (the Company) was incorporated under the laws of the State of Nevada on May 31, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. The Company is in the exploration stage. Its activities to date have been limited to capital formation, organization and development of its business plan. The Company has commenced limited exploration activities. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a June 30, year-end. BASIC EARNINGS (LOSS) PER SHARE In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. SFAS No. 128 supersedes the provisions of APB No. 15, and requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of SFAS No. 128 effective May 31, 2006 (date of inception). Basic net earnings (loss) per share amounts is computed by dividing the net earnings (loss) by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are the same as basic earnings (loss) per share due to the lack of dilutive items in the Company. CASH EQUIVALENTS The Company considers all highly liquid investments purchased with an 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 reporting period. Actual results could differ from those estimates. In accordance with FASB 16 all adjustments are normal and recurring. 8 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) December 31, 2007 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) INCOME TAXES Income taxes are provided in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes". A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. RECENT ACCOUNTING PRONOUNCEMENTS In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115". This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities" applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity's first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption of this statement is not expected to have a material effect on the Company's financial statements. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations. NOTE 3. GOING CONCERN The accompanying financial statements are presented on a going concern basis. The Company had limited operations during the period from May 31, 2006 (date of inception) to December 31, 2007 and generated a net loss of $23,454. This condition raises substantial doubt about the Company's ability to continue as a going concern. Because the Company is currently in the exploration stage and has minimal expenses, management believes that the company's current cash of $26,709 is sufficient to cover the expenses they will incur during the next twelve months in a limited operations scenario or until they raise additional funding. 9 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) December 31, 2007 NOTE 4. WARRANTS AND OPTIONS There are no warrants or options outstanding to acquire any additional shares of common. NOTE 5. RELATED PARTY TRANSACTIONS The officers and directors of the Company may, in the future, become involved in other business opportunities as they become available, they may face a conflict in selecting between the Company and their other business opportunities. The Company has not formulated a policy for the resolution of such conflicts. NOTE 6. INCOME TAXES As of December 31, 2007 ----------------------- Deferred tax assets: Net operating tax carryforwards $ 23,454 Tax rate 34% -------- Gross deferred tax assets 7,974 Valuation allowance (7,974) -------- Net deferred tax assets $ 0 ======== Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. As the achievement of required future taxable income is uncertain, the Company recorded a valuation allowance. NOTE 7. NET OPERATING LOSSES As of December 31, 2007, the Company has a net operating loss carryforwards of approximately $23,454. Net operating loss carryforwards expires twenty years from the date the loss was incurred. NOTE 8. STOCK TRANSACTIONS Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable. 10 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements (Unaudited) December 31, 2007 NOTE 8. STOCK TRANSACTIONS (continued) On May 31, 2006, the Company issued a total of 2,000,000 shares of common stock to one director for cash in the amount of $0.005 per share for a total of $10,000. On October 13, 2006, the Company issued a total of 2,000,000 shares of common stock to twenty seven unrelated investors for cash in the amount of $0.02 per share for a total of $40,000. As of December 31, 2007 and June 30, 2007, the Company had 4,000,000 shares of common stock issued and outstanding, respectively. NOTE 9. STOCKHOLDERS' EQUITY The stockholders' equity section of the Company contains the following classes of capital stock as of December 31, 2007: Common stock, $ 0.001 par value: 75,000,000 shares authorized; 4,000,000 shares issued and outstanding. 11 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. We are a exploration stage company and have not yet generated or realized any revenues. 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. There is the likelihood of our mineral claim containing little or no economic mineralization or reserves of copper and other minerals. The Tulameen Mountain Mineral Claim, consisting of 16 cells totaling an area of 830 acres, is the only claim currently in the company's portfolio. If our claim does 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. The one property in the Company's portfolio is the Tulameen Mountain Mineral Claim, consisting of 336 hectares (830 acres), included within 16 Mineral Title Cells. The Tulameen Mountain Mineral Claim was staked on May 26, 2006 using the British Columbia Mineral Titles Online computer Internet system and was assigned Tenure No. 534417. The Claim is located in the New Westminster, Similkameen Mining Division of British Columbia, Canada. The project area is located approximately 87 miles east of Vancouver and 14 miles east-northeast of Hope. A logging road up Dewdney Creek provides access to the northeast corner of the mineral claim. The lower part of the logging road is in good condition, but the remainder has several poor sections. A four-wheel drive vehicle is required to travel the latter part of the road. Much of the area has been logged. The City of Hope is the closest major population center. Traveling via automobile the Treasure Claim is located 25 minutes by road to Hope. The terrain in the general area is rugged and ranges in elevation from 2,953 feet in the Dewdney Creek on the northeast portion, to over 5,906 feet on the southwest corner. PLAN OF OPERATION Our plan of operation for the next twelve months is to complete the first phase of the exploration program on our claim consisting of geological mapping, soil sampling and rock sampling. The following work program has been recommended by 12 the consulting geologist who prepared the geology report for the Treasure project. Phase 1 of the work program will consist of geological mapping, soil sampling and rock sampling. PHASE 1 BUDGET Geologist 12 days @ $700/day $ 8,400 Technologist 12 days @ $300/day $ 3,600 Vehicle 12 days @ $100/day $ 1,200 Rock Samples 20 @ $50 each $ 1,000 Soil Samples 100 @ $40 each $ 4,000 Expenses, food, field supplies $ 4,000 Report $ 3,000 ------- TOTAL (US DOLLARS) $25,200 ======= Contingent upon favorable results from Phase 1, the following Phase 2 work program is recommended. Phase 2 will consist of a magnetometer survey and trenching. PHASE 2 BUDGET Bond $ 5,000 Geologist 6 days @ $700/day $ 4,200 Technologist 6 days @ $300/day $ 1,800 Vehicle 6 days @ $100/day $ 600 Magnetometer Survey $ 5,000 Excavator 2 days @ $1500/day $ 3,000 Rock Samples 100 @ $50 each $ 5,000 Expenses, food, field supplies $ 3,000 Report $ 3,000 ------- TOTAL (US DOLLARS) $30,600 ======= We had planned to commence Phase 1 of the exploration program in the spring of 2007 but late snow in the area prevented the geologist from accessing the claims until late August. At that time he completed his initial access assessment of the property at a cost of $3,600. He recommended that we proceed with the prospecting of the property. We advised him to proceed, however other obligations have prevented him for doing so and due to existing weather conditions we do not expect him to be able to access the property until spring. We expect this to take 7 days to complete and an additional one to two months for the consulting geologist to receive the results from the assay lab and prepare his report. 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 if we are able to raise the funds necessary. The estimated cost of this program is $30,600 and will take approximately 6 days to complete and an additional one to two months for the consulting geologist to receive the results from the assay lab and prepare his report. 13 We anticipate commencing the second phase of our exploration program in summer 2008. We have a verbal agreement with Alex Burton, the consulting geologist and mining engineer who prepared the geology report on our claim, to retain his services for our planned exploration program. We will require additional funding to proceed with Phase two and any subsequent work on the claim, we have no current plans on how to raise the additional funding. RESULTS OF OPERATIONS We are still in our exploration stage and have generated no revenues to date. We incurred operating expenses of $5,546 and $1,922 for the three months ended December 31, 2007 and 2006. These expenses consisted of general operating expenses and professional fees incurred in connection with the day to day operation of our business and the preparation and filing of our periodic reports. Our net loss from inception through December 31, 2007 was $23,454. Cash provided by financing activities for the period from inception (May 31, 2006) through December 31, 2007 was $50,000, consisting of $10,000 from the sale of 2,000,000 shares of common stock to a director for the company for $0.005 per share and $40,000 from the sale of 2,000,000 shares of common stock pursuant to our SB-2 offering. LIQUIDITY AND CAPITAL RESOURCES Our cash balance at December 31, 2007 was $26,709, with accounts payable of $163. In order to achieve our exploration program goals, we were required to complete our offering of registered shares pursuant to our SB-2 Registration Statement filed with the SEC under file number 333-136492 which became effective on August 25, 2006. We completed the offering on October 13, 2006 for proceeds of $40,000. We are an exploration stage company and have generated no revenue to date. ITEM 4. CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared. 14 Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have no identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken. PART II. OTHER INFORMATION ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Those marked with an asterisk and required to be filed hereunder, are incorporated by reference and can be found in their entirety in our original Form SB-2 Registration Statement, filed under SEC File Number 333-136492, at the SEC website at www.sec.gov: Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation* 3.2 Bylaws* 31.1 Sec. 302 Certification of Principal Executive Officer 31.2 Sec. 302 Certification of Principal Financial Officer 32.1 Sec. 906 Certification of Principal Executive Officer 32.2 Sec. 906 Certification of Principal Financial Officer 15 SIGNATURES Pursuant to the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. February 13, 2008 Treasure Explorations Inc. /s/ Howard Gelfand ------------------------------------- By: Howard Gelfand President and Chief Executive Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. February 13, 2008 Treasure Explorations Inc. /s/ Howard Gelfand ------------------------------------- By: Howard Gelfand President, Chief Executive Officer, Treasurer, Chief Financial Officer, and Principal Accounting Officer 16