UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURUTIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2008 Commission file number 333-136492 Treasure Explorations Inc. (Exact Name of Registrant as Specified in Its Charter) Nevada 20-5005810 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) #109 - 114 West Magnolia Street, Suite 400 Bellingham, WA 98225 (Address of Principal Executive Offices & Zip Code) (360)233-0740 (Telephone Number) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to section 12(g) of the Act: Common Stock, $.001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X] (do not check if a 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 [ ] As of June 30, 2008, the registrant had 4,000,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of June 30, 2008. TREASURE EXPLORATIONS INC. TABLE OF CONTENTS Page No. -------- Part I Item 1. Business 3 Item 1A. Risk Factors 5 Item 2. Properties 7 Item 3. Legal Proceedings 8 Item 4. Submission of Matters to a Vote of Securities Holders 8 Part II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 8 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 Item 8. Financial Statements 11 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 20 Item 9A. Controls and Procedures 20 Item 9B. Other Information 21 Part III Item 10. Directors and Executive Officers 22 Item 11. Executive Compensation 24 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 26 Item 13. Certain Relationships and Related Transactions 26 Item 14. Principal Accounting Fees and Services 26 Part IV Item 15. Exhibits 27 Signatures 27 2 PART I ITEM 1. BUSINESS GENERAL INFORMATION 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 company completed Phase I of the exploration program on the one property in the company's portfolio, the Tulameen Mountain Mineral Claim, located in the New Westminster, Similkameen Mining Division of British Columbia, Canada, 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 results of Phase I were not promising and management determined it was in the best interests of the shareholders to allow the claim to lapse and actively pursue another property on which exploration could be conducted, better utilizing the remaining cash assets of the company. We have a total of 75,000,000 authorized common shares with a par value of $0.001 per share and 4,000,000 common shares issued and outstanding as of June 30, 2008. We completed a form SB-2 Registration Statement under the Securities Act of 1933 with the U.S. Securities and Exchange Commission registering 2,000,000 shares at a price of $0.02 per share. The offering was completed on October 13, 2006 for total proceeds to the company of $40,000. On March 5, 2007 our common stock shares were approved for trading on the Over-the-Counter Bulletin Board under the symbol TEEX. COMPETITION We do not compete directly with anyone for the exploration or removal of minerals from any property we may explore as we will hold all interest and rights to the claim. Readily available commodities markets exist around the world for the sale of minerals. Therefore, we will likely be able to sell any minerals that we are able to recover on any future properties. 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. 3 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 the jurisdiction where we may hold a mineral claim. 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 copyright, trademark or patent 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. RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS We have not expended funds for research and development costs since inception. We paid $2,100 for the geology report and staking of the claim on the Tulameen Mountain property. EMPLOYEES AND EMPLOYMENT AGREEMENTS Our only employee is our sole officer, Manly Shore. Mr. Shore currently devotes 5 hours per week to company matters and in the future will devote 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 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 for a small business issuer under the Securities Exchange Act of 1934. We are subject to disclosure filing requirements, including filing Form 10K annually and Form 10Q 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. 4 ITEM 1A. RISK FACTORS WE ARE AN EXPLORATION STAGE COMPANY AND EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE. We recently completed Phase I of the exploration program on the Tulameen Mountain Mineral Claims. The results were not promising and we have allowed the claim to lapse. We are currently seeking another property for exploration We were incorporated on May 31, 2006 and to date have been involved primarily in organizational activities and the acquisition of the mineral claim. We have not earned any revenues. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. 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 a 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. OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR TREASURE EXPLORATIONS INC. WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN. As described in Note 3 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. BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR BUSINESS HAS A HIGHER RISK OF FAILURE. Our director has no professional training or technical credentials in the field of geology and specifically in the areas of exploring, developing and operating a mine. As a result, he 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. Management's 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. 5 THERE IS THE RISK OF ANY PROPERTY ON WHICH WE HAVE A CLAIM NOT CONTAINING ANY KNOWN BODIES OF ORE RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST. There is the likelihood of any mineral claim we may have in the future containing little or no economic mineralization or reserves of silver or other minerals, as did the Tulameen Mountain Claim we have abandoned, resulting in any funds spent on exploration being lost. 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 most federal mining laws, engaging in certain types of exploration requires work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws will not affect initial exploration phases, if we identify exploitable minerals and proceed to phases which includes 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. BECAUSE OUR CURRENT OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL. Mr. Shore, our sole officer and director of the company, currently devotes approximately 5 hours per week providing management services to us. While he presently possesses adequate time to attend to our interests, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development. THE TRADING IN OUR SHARES IS 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, including the actual sale or purchase price and actual bid and offer quotations, the 6 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 shareholders to resell their shares. DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING. While our stock has been quoted on the OTC Bulletin Board under the symbol "TEEX" there has been no active trading market established. If no active market is ever developed for our common stock, it will be difficult for investors to sell any shares they purchased. 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. To be eligible for quotation on the OTC Bulletin Board, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for investors to resell any shares. A FORMER OFFICER AND A DIRECTOR OF THE COMPANY OWNS 50% OF THE OUTSTANDING SHARES IN THE COMPANY. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK. Due to the amount of share ownership in our company by the former officer and director, if he chooses to sell his shares in the public market, the market price of our stock could decrease and all shareholders suffer a dilution of the value of their stock. If he does sell any of his common stock, he will be subject to Rule 144 under the 1933 Securities Act. Rule 144 restricts the ability of a director or officer to sell his shares by limiting the sales of securities during any three-month period to the greater of: (1) 1% of the outstanding common stock of the issuer; or (2) 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. ITEM 2. PROPERTIES We do not currently own any property. We lease shared office facilities at #109, 114 West Magnolia Street, Suite 400, Bellingham, Washington, 98225 and currently pay approximately $60 per month. The facilities include answering services, fax services, secretarial services, reception area and shared office and boardroom meeting facilities which are all available on a pay per use basis. Management believes the current premises are sufficient for its needs at this time. We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages. 7 ITEM 3. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS There were no matters submitted to a vote of the security holders during the year ended June 30, 2008. PART II ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Our common stock is currently listed for traded on the OTC Bulletin Board under the symbol "TEEX". There has been no active trading market. Of the 4,000,000 shares of common stock outstanding as of June 30, 2008, 2,000,000 shares are owned by Howard Gelfand, a former officer and director, and may only be resold in compliance with Rule 144 of the Securities Act of 1933. As of June 30, 2008, we have 4,000,000 Shares of $0.001 par value common stock issued and outstanding held by 28 shareholders of record. The stock transfer agent for our securities is Holladay Stock Transfer. DIVIDENDS We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors considers relevant. SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934 The Company's shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (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 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's 8 written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market. Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as "bid" and "offer" quotes, a dealers "spread" and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; and the customers rights and remedies in causes of fraud in penny stock transactions. SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS We do not have any equity compensation plans and accordingly we have no securities authorized for issuance thereunder. SECTION 16(A) Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d) of the Securities Exchange Act of 1934, we are not aware of any individual who failed to file a required report on a timely basis required by Section 16(a) of the Securities Exchange Act of 1934. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS There were no shares of common stock or other securities issued to the issuer or affiliated purchasers during the year ended June 30, 2008. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS We are an exploration stage company and have generated no revenues to date. We incurred operating expenses of $14,502 and $14,000 for the years ended June 30, 2008 and 2007. 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 June 30, 2008 was $28,932. Cash provided by financing activities for the period from inception (May 31, 2006) through June 30, 2008 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. 9 LIQUIDITY AND CAPITAL RESOURCES Our cash balance at June 30, 2008 was $19,231, 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. 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 June 30, 2008 and generated a net loss of $28,932. 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 and cash equivalents of $19,231 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. PLAN OF OPERATION Our cash in the bank at July 31, 2008 was $19,231. We do not intend to purchase any significant property or equipment, nor incur any significant changes in employees during the next 12 months. Our management has been analyzing the various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included securing another property for exploration, sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing. As of the date hereof, we have not been successful in our exploration efforts. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have more difficulties raising capital for our existing operations than for a new business opportunity. We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission. If we are unable to find another property for exploration with our current funds or secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or all of their investment and our business will likely fail. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. 10 ITEM 8. FINANCIAL STATEMENTS Chang G. Park, CPA, Ph. D. * 2667 CAMINO DEL RIO S. PLAZA B * SAN DIEGO * CALIFORNIA 92108-3707 * *TELEPHONE (858)722-5953 * FAX (858) 761-0341 * FAX (858) 764-5480 * * E-MAIL changgpark@gmail.com * - -------------------------------------------------------------------------------- Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders Treasure Explorations, Inc. (An Exploration Stage Company) We have audited the accompanying balance sheets of Treasure Explorations, Inc. (An Exploration Stage "Company") as of June 30, 2008 and 2007 and the related statements of operations, changes in shareholders' equity and cash flows for the years then ended and for the period from May 31, 2006 (inception) through June 30, 2008. 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 audits. 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 Treasure Explorations, Inc. as of June 30, 2008 and 2007, and the result of its operations and its cash flows for the years then ended in conformity with U.S. 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 Park - -------------------------------- CHANG G. PARK, CPA July 17, 2008 San Diego, CA. 92108 Member of the California Society of Certified Public Accountants Registered with the Public Company Accounting Oversight Board 11 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Balance Sheets - -------------------------------------------------------------------------------- As of As of June 30, June 30, 2008 2007 -------- -------- ASSETS CURRENT ASSETS Cash $ 19,231 $ 32,570 Prepaid expense 2,000 -- Deposit -- 3,000 -------- -------- TOTAL CURRENT ASSETS 21,231 35,570 -------- -------- TOTAL ASSETS $ 21,231 $ 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 June 30, 2008 and 2007 4,000 4,000 Additional paid-in capital 46,000 46,000 Deficit accumulated during exploration stage (28,932) (14,430) -------- -------- TOTAL STOCKHOLDERS' EQUITY 21,068 35,570 -------- -------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 21,231 $ 35,570 ======== ======== See Notes to Financial Statements 12 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Operations - -------------------------------------------------------------------------------- May 31, 2006 (inception) Year Ended Year Ended through June 30, June 30, June 30, 2008 2007 2008 ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- ---------- ---------- ---------- TOTAL REVENUES -- -- -- PROFESSIONAL FEES 8,500 8,200 16,700 GENERAL & ADMINISTRATIVE EXPENSES 6,002 5,800 12,232 ---------- ---------- ---------- TOTAL GENERAL & ADMINISTRATIVE EXPENSES 14,502 14,000 28,932 ---------- ---------- ---------- NET INCOME (LOSS) $ (14,502) $ (14,000) $ (28,932) ========== ========== ========== BASIC AND DILUTED EARNING (LOSS) PER SHARE $ (0.00) $ (0.00) ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 4,000,000 3,424,658 ========== ========== See Notes to Financial Statements 13 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Statement of Changes in Stockholders' Equity From May 31, 2006 (Inception) through June 30, 2008 - -------------------------------------------------------------------------------- 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, June 30, 2008 (14,502) (14,502) ---------- ------- ------- -------- -------- BALANCE, JUNE 30, 2008 4,000,000 $ 4,000 $46,000 $(28,932) $ 21,068 ========== ======= ======= ======== ======== See Notes to Financial Statements 14 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Statements of Cash Flows - -------------------------------------------------------------------------------- May 31, 2006 (inception) Year Ended Year Ended through June 30, June 30, June 30, 2008 2007 2008 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $(14,502) $(14,000) $(28,932) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: -- -- -- Changes in operating assets and liabilities: Prepaid expense (2,000) -- -- Deposits 3,000 (3,000) (2,000) Accounts Payable 163 (415) 163 -------- -------- -------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (13,339) (17,415) (30,769) 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 (13,339) 22,585 19,231 CASH AT BEGINNING OF YEAR 32,570 9,985 -- -------- -------- -------- CASH AT END OF YEAR $ 19,231 $ 32,570 $ 19,231 ======== ======== ======== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ======== ======== ======== Income Taxes $ -- $ -- $ -- ======== ======== ======== See Notes to Financial Statements 15 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- 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. 16 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- 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 December 2007, the Financial FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS 141R"). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS 141R is effective for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's financial statements. In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements--an amendment of Accounting Research Bulletin No. 51" ("SFAS 160"). SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent's ownership interest, and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning after December 15, 2008. The adoption of this statement is not expected to have a material effect on the Company's financial statements. 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 17 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) 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 June 30, 2008 and generated a net loss of $28,932. 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 and cash equivalents of $19,231 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. 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 June 30, 2008 ------------------- Deferred tax assets: Net operating tax carryforwards $ 28,932 Tax rate 34% -------- Gross deferred tax assets 9,837 Valuation allowance (9,837) -------- Net deferred tax assets $ 0 ======== 18 TREASURE EXPLORATIONS INC. (An Exploration Stage Company) Notes to Financial Statements June 30, 2008 - -------------------------------------------------------------------------------- NOTE 6. INCOME TAXES (Continued) 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 June 30, 2008, the Company has a net operating loss carryforwards of approximately $28,932. 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. 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 June 30, 2008 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 June 30, 2008: Common stock, $ 0.001 par value: 75,000,000 shares authorized; 4,000,000 shares issued and outstanding. 19 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company. Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date. Management assessed the effectiveness of the Company's internal control over financial reporting as of Evaluation Date and identified the following material weaknesses: INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. 20 INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to properly implement control procedures. LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS: We do not have a functioning audit committee or outside directors on the Company's Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing outside directors and audit committee members in the future. Management, including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this annual report. CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. ITEM 9B. OTHER INFORMATION DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. On September 11, 2008 Howard Gelfand resigned as our President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and as a Director and Gordon Koshowski resigned as a Director. As a result, prior to such resignations, on September 11, 2008 we appointed Manly Shore as President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and a director of our company. Our board of directors and officers is now Manly Shore. Mr. Shore has over 50 years of management experience. In 1997 he formed Nu-Trend Marketing Co., operating in California, which represents manufacturing companies displaying their products in shopping malls. 21 In 1971, Mr. Shore started H & M Publications and continued with the Company until 1997. Mr. Shore attended Manitoba Business College in Winnipeg, Manitoba, Canada for two years. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The officer and directors of Treasure Explorations Inc. at the year ended June 30, 2008 were: Name & Address Age Position Date First Elected Resigned - -------------- --- -------- ------------------ -------- Howard Gelfand 45 President, 5/31/06 09/11/08 #109 - 114 W Magnolia Secretary, Suite 400 Treasurer, Bellingham, WA 98225 CFO, CEO & Director Gordon Koshowski 48 Director 5/31/06 09/11/08 #109 - 114 W Magnolia Suite 400 Bellingham, WA 98225 The new officer and director of Treasure Explorations Inc. as of September 11, 2008 whose one year term will expire on 07/01/09 or at such a time as his successor(s) shall be elected and qualified is: Name & Address Age Position Date First Elected Term Expires - -------------- --- -------- ------------------ ------------ Manly Shore 75 President, 9/11/08 07/01/09 #109 - 114 W Magnolia Secretary, Suite 400 Treasurer, Bellingham, WA 98225 CFO, CEO & Director The foregoing person(s) are promoter(s) of Treasure Explorations 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. Mr. Shore currently devotes 5 hours per week to company matters. No executive officer or director of the corporation has 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 22 otherwise limiting him or her 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. No executive officer or director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending. RESUMES MANLY SHORE has been President, CEO, Treasurer, CFO, Secretary and Director of the Company since September 11, 2008. He has over 50 years of management experience. In 1997 he formed Nu-Trend Marketing Co., operating in California, which represents manufacturing companies displaying their products in shopping malls. In 1971, Mr. Shore started H & M Publications and continued with the Company until 1997. Mr. Shore attended Manitoba Business College in Winnipeg, Manitoba, Canada for two years. HOWARD GELFAND was the President, CEO, Treasurer, CFO, Secretary and a Director of the Company since inception until September 11, 2008. From 1978 to the present, he has been employed by the Pacific Racing Association as a pari-mutuel teller in Vancouver, BC, Canada. From March 2003 to March 2005 he was the Treasurer, CFO, Secretary and a Director of Bliss Essentials Corp., a publicly-traded Nevada corporation, engaged in the production of a line of all natural handmade soaps as well as the retail/wholesale sales of those products based out of Burnaby, BC, Canada. He has also worked in various capacities in the hospitality industry over a period of approximately eight years. He has taken various courses in Business Administration from Langara Community College in Vancouver, BC, Canada. He holds several certificates in the hospitality industry issued by the government of British Columbia and has also taken the Advanced Guest Services Program sponsored by the BC and Yukon Hotels Association and the Government of Canada. GORDON KOSHOWSKI was a Director of the Company since inception until September 11, 2008. From December 2005 to the present he has been employed by City Fire Prevention Services as a fire and safety sales consultant in Surrey, BC, Canada. From August 2004 to December 2005 he was employed by Imperial Fire & Safety Ltd. as a fire and safety sales consultant in Richmond, BC, Canada. From June 2000 to June 2003 he was self employed and worked on a contract basis in construction and landscaping. He has also worked in various other management positions in the transportation industry since 1977. From 2002 to present he has volunteered his time at the Pacifica Treatment Center in Vancouver, BC, Canada assisting people with alcohol dependencies. Mr. Koshowski completed his ASTTBC Certification as a Fire & Safety Technician from BCIT in Burnaby, BC, Canada in 2005. He has completed the Life Skills Instructor Diploma program from Rhodes Career College in Vancouver, BC, Canada in 2004. He also became a Certified Life Skills Coach from Rhodes Career College 23 in Vancouver, BC, Canada in 2003. He has also completed a number of courses and seminars in accident and claims prevention for the transportation industry. CODE OF ETHICS Our board of directors adopted our code of ethical conduct that applies to all of our employees and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. We believe the adoption of our Code of Ethical Conduct is consistent with the requirements of the Sarbanes-Oxley Act of 2002. Our Code of Ethical Conduct is designed to deter wrongdoing and to promote: * Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; * Full, fair, accurate, timely and understandable disclosure in reports and documents that we file or submit to the Securities & Exchange Commission and in other public communications made by us; * Compliance with applicable governmental laws, rules and regulations; * The prompt internal reporting to an appropriate person or persons identified in the code of violations of our Code of Ethical Conduct; and * Accountability for adherence to the Code. ITEM 11. EXECUTIVE COMPENSATION Change in Pension Value and 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 Totals - ------------ ---- ------ ----- ------ ------ ------ -------- ------ ------ M. Shore CEO, 2008 0 0 0 0 0 0 0 0 President & Director H Gelfand Former 2008 0 0 0 0 0 0 0 0 CEO, President & 2007 0 0 0 0 0 0 0 0 Director 2006 0 0 0 0 0 0 0 0 G Koshowski, 2008 0 0 0 0 0 0 0 0 Former Director 2007 0 0 0 0 0 0 0 0 2006 0 0 0 0 0 0 0 0 24 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Option Awards Stock Awards ----------------------------------------------------------------- ---------------------------------------------- Equity Incentive Equity Plan Incentive Awards: Plan Market or Awards: Payout Equity Number of Value of Incentive Number Unearned Unearned Plan Awards; of Market Shares, Shares, Number of Number of Number of Shares Value of Units or Units or Securities Securities Securities or Units Shares or Other Other Underlying Underlying Underlying of Stock Units of Rights Rights Unexercised Unexercised Unexercised Option Option That Stock That That That Options (#) Options (#) Unearned Exercise Expiration Have Not Have Not Have Not Have Not Name Exercisable Unexercisable Options (#) Price Date Vested(#) Vested Vested Vested - ---- ----------- ------------- ----------- ----- ---- --------- ------ ------ ------ M Shore 0 0 0 0 0 0 0 0 0 H Gelfand 0 0 0 0 0 0 0 0 0 G Koshowski 0 0 0 0 0 0 0 0 0 DIRECTOR COMPENSATION Change in Pension Value and Fees Non-Equity Nonqualified Earned Incentive Deferred Paid in Stock Option Plan Compensation All Other Name Cash Awards Awards Compensation Earnings Compensation Total ---- ---- ------ ------ ------------ -------- ------------ ----- M Shore 0 0 0 0 0 0 0 H Gelfand 0 0 0 0 0 0 0 G Koshowski 0 0 0 0 0 0 0 There are no current employment agreements between the company and its executive officer. On May 31, 2006, a total of 2,000,000 shares of common stock were issued to Mr. Gelfand, a former officer and director, in exchange for cash in the amount of $10,000 U.S., or $.005 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. Mr. Shore currently devotes approximately 5 hours per week to manage the affairs of the company. Mr. Shore 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. 25 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information on the ownership of Treasure Explorations 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 ------------------- ------ ------------ Manly Shore 0 0% All Officers and Directors as a Group 0 0% Howard Gelfand 2,000,000 50% - ---------- (1) The person(s) 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On May 31, 2006, a total of 2,000,000 shares of common stock were issued to Mr. Gelfand in exchange for cash in the amount of $10,000 U.S., or $.005 per share. Mr. Gelfand and Mr. Koshowski, the former officer and directors of the company, were not paid for any underwriting services that they performed on our behalf with respect to our offering which was completed in October 2006. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The total fees charged to the company for audit services were $8,500, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil during the year ended June 30, 2008. For the year ended June 30, 2007, the total fees charged to the company for audit services were $6,700, for audit-related services were $Nil, for tax services were $Nil and for other services were $Nil. 26 PART IV ITEM 15. EXHIBITS The following exhibits are included with this filing: Exhibit Number Description ------ ----------- 3(i) Articles of Incorporation* 3(ii) Bylaws* 31.1 Sec. 302 Certification of CEO 31.2 Sec. 302 Certification of CFO 32 Sec. 906 Certification of CEO/CFO - ---------- * Included in our SB-2 filing under Commission File Number 333-136492. SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. September 24, 2008 Treasure Explorations Inc, Registrant By: /s/ Manly Shore ---------------------------------------- Manly Shore, Director, President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer 27