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 October 31, 2008
Commission file number 333-148735
Jasper Ventures Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada N/A
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
69 Ross Street West #638
Moose Jaw, Saskatchewan S6H 2M0
(Address of Principal Executive Offices & Zip Code)
(416)981-7838
(Telephone 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)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.001 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 October 31, 2008, the registrant had 6,160,000 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 January 19, 2009.
JASPER VENTURES INC.
TABLE OF CONTENTS
Page No.
--------
Part I
Item 1. Description of Business 3
Item 1A. Risk Factors 14
Item 2. Description of Property 17
Item 3. Legal Proceedings 17
Item 4. Submission of Matters to a Vote of Securities Holders 17
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities 17
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 18
Item 8. Financial Statements 21
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 31
Item 9A. Controls and Procedures 31
Part III
Item 10. Directors and Executive Officers 33
Item 11. Executive Compensation 34
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters 35
Item 13. Certain Relationships and Related Transactions 35
Item 14. Principal Accounting Fees and Services 35
Part IV
Item 15. Exhibits 36
Signatures 36
2
FORWARD LOOKING STATEMENTS
THIS ANNUAL REPORT 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 ANNUAL REPORT. 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 ANNUAL REPORT.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
PRINCIPAL PRODUCTS OR SERVICES AND MARKETS
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 raising 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. 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.
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.
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
- ----- --- ------ ---- ---- -------- ------ ---- ---- --------- --------- -----
33A01 22 15 52,86 CDC 2134180 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 22 16 52,86 CDC 2134182 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 22 17 52,86 CDC 2134184 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 22 18 52,86 CDC 2134186 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 22 19 52,86 CDC 2134188 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
3
33A01 23 15 52,85 CDC 2134190 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 23 16 52,85 CDC 2134192 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 23 17 52,85 CDC 2134194 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 23 18 52,85 CDC 2134196 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 23 19 52,85 CDC 2134198 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 23 20 52,85 CDC 2134200 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 24 16 52,84 CDC 2134202 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 24 17 52,84 CDC 2134204 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 24 18 52,84 CDC 2134207 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 24 19 52,84 CDC 2134209 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 24 20 52,84 CDC 2134211 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 25 16 52,83 CDC 2134213 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 25 17 52,83 CDC 2134214 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures Inc
100%
33A01 25 18 52,83 CDC 2134216 Actif 30-Oct-07 29-Oct-09 135 115 Jasper Ventures 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.
4
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 annual report.
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.
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 annual report.
The cost of the proposed program is $60,776. We plan to commence the first phase
of the exploration program in the spring of 2009.
The discussions contained herein are management's estimates based on information
provided by the professional geologist who prepared the geology report for the
project. Because we have not commenced our exploration program we cannot provide
a more detailed discussion of our plans if we find a viable store of minerals on
our property, as there is no guarantee that exploitable mineralization will be
found, the quantity or type of minerals if they are found, and the extraction
process that will be required.
ACQUISITION OF THE MINERAL CLAIM AND REQUIREMENTS OR CONDITIONS FOR RETENTION OF
TITLE
The River claims were applied for on September 28, 2007 and were inscribed in
the register on October 30, 2007 and are valid until October 29, 2009. In order
to keep the claims in good standing for an additional 2 year period, exploration
work has to be done before the expiry date and fees need to be paid. In addition
the work has to be reported before the expiry date to the authorities by a
qualified person. Total minimum work requirements are C$ 2,565 and the fees to
record the work are C $ 2,185 for a total of C $ 4,750.
5
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.
6
[MAP SHOWING THE CLAIM LOCATION]
7
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.
8
[MAP SHOWING THE REGIONAL GEOLOGY]
9
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
10
exploration history that this exploration technique misses many kimberlite pipes
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 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.
11
[MAP SHOWING AREA TARGETS FOR KIMBERLITE PROSPECTING]
12
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.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
13
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-X 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.
ITEM 1A. RISK FACTORS
OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR JASPER VENTURES INC.
WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL
STATUS RAISES 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. 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
14
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, she 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. Her 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.
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
15
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,
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.
OUR STOCK IS CURRENTLY LISTED FOR TRADING ON THE OTC BULLETIN BOARD; HOWEVER
THERE HAVE BEEN NO ACTIVE TRADING LEVELS. INVESTORS SHOULD BE AWARE THEY
PROBABLY WILL BE UNABLE TO SELL THEIR SHARES AND THEIR INVESTMENT IN OUR
SECURITIES IS NOT LIQUID.
Our stock is listed on the OTC Bulletin Board under the symbol JSPV;
however there has been no active trading of the stock 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 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. 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
16
Commission. Consequently, the penny stock rules may make it difficult for
our shareholders to resell any shares, if at all.
WE 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 require cash to cover the cost of these filings, which
comprises 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.
ITEM 2. 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
$6,000 for donated rent were charged to operations and recorded as donated
capital for the year ended October 31, 2008.
We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
ITEM 3. LEGAL PROCEEDINGS
We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
No matters were submitted to a vote of security holders during the year ended
October 31, 2008.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since June 30, 2008 our common stock has been listed for quotation on the
Over-the-Counter Bulletin Board under the symbol "JSPV". There has been no
active trading market and thus no high and low sales prices to report.
SHARES AVAILABLE UNDER RULE 144
A total of 5,000,000 shares of our common stock are available for resale to the
public, in accordance with the volume and trading limitations of Rule 144 of the
Act. In general, under Rule 144 as currently in effect, a person who has
beneficially owned shares of a company's common stock for at least six months is
entitled to sell within any three month period a number of shares that does not
exceed the greater of:
1. 1% of the number of shares of the company's common stock then
outstanding; or
2. The average weekly trading volume of the company's common stock during
the four calendar weeks preceding the filing of a notice on Form 144
with respect to the sale.
17
Sales under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under Rule 144(k), a person who is not one of the company's affiliates at any
time during the three months preceding a sale, and who has beneficially owned
the shares proposed to be sold for at least two years, is entitled to sell
shares without complying with the manner of sale, public information, volume
limitation or notice provisions of Rule 144.
As of the date of this report, persons who are our affiliates hold all of the
5,000,000 shares that may be sold pursuant to Rule 144.
HOLDERS
As of October 31, 2008, we have 6,160,000 Shares of $0.001 par value common
stock issued and outstanding held by 39 shareholders of record.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
We have generated no revenues since inception and have incurred $75,613 in
expenses from inception through October 31, 2008. These expenses were comprised
of $4,000 in exploration costs, $23,000 in management fees and $48,613 in
general and administrative costs. We incurred expenses of $53,263 and $22,350
for the years ended October 31, 2008 and 2007, respectively. Our net loss since
inception (November 28, 2006) through October 31, 2008 was $75,613.
The following table provides selected financial data about our company for the
years ended October 31, 2008 and 2007.
Balance Sheet Data: 10/31/08 10/31/07
------------------- -------- --------
Cash $17,887 43,150
Total assets $17,887 43,150
Total liabilities $10,000 0
Shareholders' equity $ 7,887 43,150
18
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.
GOING CONCERN
Jasper Ventures Inc. is an exploration stage company and currently has no
operations. Our independent auditor has issued an audit opinion for Jasper
Ventures which includes a statement raising substantial doubt as to our
ability to continue as a going concern.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at October 31, 2008 was $17,887 with $10,000 outstanding
liabilities. Total expenditures over the next 12 months are expected to be
approximately $24,000. If we experience a shortage of funds prior to generating
revenues from operations we may utilize funds from our directors, who have
informally agreed to advance funds to allow us to pay for operating costs,
however they have no formal commitment, arrangement or legal obligation to
advance or loan funds to us. Management believes our current cash balance will
not be sufficient to fund our operations for the next twelve months.
PLAN OF OPERATION
Our plan of operation for the next twelve months is to complete the first of the
three phases of the exploration program on our claim. In addition to the $20,002
we anticipate spending for the first phase of the exploration program as
outlined below, we anticipate spending an additional $4,000 on professional
fees, including fees payable in connection with compliance with reporting
obligations and general administrative costs. Total expenditures over the next
12 months are therefore expected to be approximately $24,000. If we experience a
shortage of funds 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 meters 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
19
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 and travel cost to Chibougamau 2,500 2,500
Prospector 8 days @ $350/day 2,800 2,800
Assistant 8 days @ $275/day 2,200 2,200
Camping equipment and food 2,500 2,500
Floatplane rental 6,000 6,001
Organization planning and aeromagnetic research 4,000 4,001
------ ------
TOTAL 20,000 20,002
------ ------
PHASE 2 GEOCHEMICAL SAMPLING
- ----------------------------
Mobilization and travel cost to Chibougamau 2,500 2,500
Technician 15 days @ $400/day 6,000 6,001
Assistant 15 days @ $275/day 4,125 4,126
Camping equipment and food 2,500 2,500
Floatplane rental 6,000 6,001
Sampling equipment 600 600
MIM analysis 250 samples @ C$35 8,750 8,751
Sample shipping 500 500
Drafting Interpretation and report 8,000 8,001
Assessment fees 2,000 2,000
Organization planning and aeromagnetic research 3,000 3,000
------ ------
TOTAL 43,975 43,980
------ ------
OVERALL TOTAL 63,982
======
We plan to commence Phase 1 of the exploration program on the claim in Spring
2009. 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 in Summer 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 have no off-balance sheet arrangements.
20
ITEM 8. FINANCIAL STATEMENTS
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 sheets of Jasper Ventures Inc. (the
"Company") as of October 31, 2008 and 2007, and the related statements of
operations, stockholders' equity, and cash flows for the year then ended October
31, 2008, and the periods from November 28, 2006 (inception) through October 31,
2008 and 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 audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits 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 audits provide 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, 2008 and 2007, and the results of its operations and its cash flows
for the year then ended October 31, 2008, and the periods from November 28, 2006
(inception) through October 31, 2008 and 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, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2009 raise
substantial doubt about its ability to continue as a going concern. The 2008
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
January 21, 2009
21
JASPER VENTURES INC.
(An Exploration Stage Company)
Balance Sheets
(Stated in US Dollars)
- --------------------------------------------------------------------------------
October 31, October 31,
2008 2007
-------- --------
ASSETS
CURRENT ASSETS
Cash $ 17,887 $ 43,150
-------- --------
TOTAL CURRENT ASSETS 17,887 43,150
-------- --------
TOTAL ASSETS $ 17,887 $ 43,150
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 10,000 $ --
-------- --------
TOTAL CURRENT LIABILITIES 10,000 --
-------- --------
TOTAL LIABILITIES 10,000 --
-------- --------
STOCKHOLDERS' EQUITY
75,000,000 common shares at par value of $0.001
authorized; 6,160,000 shares issued and outstanding
October 31, 2008 and 2007, respectively 6,160 6,160
Additional paid-in capital 77,340 59,340
Deficit accumulated during exploration stage (75,613) (22,350)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 7,887 43,150
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 17,887 $ 43,150
======== ========
See Notes to Financial Statements
22
JASPER VENTURES INC.
(An Exploration Stage Company)
Statements of Operations
(Stated in US Dollars)
- --------------------------------------------------------------------------------
November 28, 2006 November 28, 2006
(Inception) (Inception)
Year Ended Through Through
October 31, October 31, October 31,
2008 2007 2008
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- -- --
OPERATING COSTS
Exploration expenditures -- 4,000 4,000
Management Fees 12,000 11,000 23,000
General & Administative 41,263 7,350 48,613
---------- ---------- ----------
TOTAL OPERATING COSTS $ 53,263 $ 22,350 $ 75,613
---------- ---------- ----------
NET INCOME (LOSS) $ (53,263) $ (22,350) $ (75,613)
========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,160,000 5,293,293
========== ==========
See Notes to Financial Statements
23
JASPER VENTURES INC.
(An Exploration Stage Company)
Statement of Stockholders' Equity
From November 28, 2006 (Inception) through October 31, 2008
(Stated in US Dollars)
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount 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 (22,350) (22,350)
---------- ------- -------- --------- ---------
BALANCE OCTOBER 31, 2007 6,160,000 6,160 59,340 (22,350) 43,150
---------- ------- -------- --------- ---------
Donated services 18,000 18,000
Net loss (53,263) (53,263)
---------- ------- -------- --------- ---------
BALANCE OCTOBER 31, 2008 6,160,000 $ 6,160 $ 77,340 $ (75,613) $ 7,887
========== ======= ======== ========= =========
See Notes to Financial Statements
24
JASPER VENTURES INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Stated in US Dollars)
- --------------------------------------------------------------------------------
November 28, 2006 November 28,2006
Inception Inception
Year Ended Through Through
October 31, October 31, October 31,
2008 2007 2008
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $(53,263) $(22,350) $(75,613)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Donated services 18,000 16,500 34,500
Accounts payable 10,000 -- 10,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (25,263) (5,850) (31,113)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock -- 49,000 49,000
-------- -------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES -- 49,000 49,000
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (25,263) 43,150 17,887
-------- -------- --------
CASH AT BEGINNING OF PERIOD 43,150 -- --
-------- -------- --------
CASH AT END OF PERIOD $ 17,887 $ 43,150 $ 17,887
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
======== ======== ========
Income Taxes $ -- $ -- $ --
======== ======== ========
See Notes to Financial Statements
25
JASPER VENTURES INC.
(An Exploration Stage Company)
Notes to Financial Statements
Period from November 28, 2006 (Inception) through October 31, 2008
- --------------------------------------------------------------------------------
1. NATURE OF OPERATIONS
Jasper Ventures Inc. ("The Company") was incorporated in the State of Nevada on
November 28, 2006 to engage in the acquisition, exploration and development of
natural resource properties. The Company is in the exploration stage with no
revenues and limited operating history. The principal offices are located in
Saskatchewan, Canada.
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 Industry Guide 7 for its characterization
of the Company as exploration stage.
26
JASPER VENTURES INC.
(An Exploration Stage Company)
Notes to Financial Statements
Period from November 28, 2006 (Inception) through October 31, 2008
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments 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 May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
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 $12,000 for donated management fees and $6,000 for donated rent were
charged to operating and general expenses and recorded as donated capital
(Additional Paid in Capital) for the year ended October 31, 2008.
27
JASPER VENTURES INC.
(An Exploration Stage Company)
Notes to Financial Statements
Period from November 28, 2006 (Inception) through October 31, 2008
- --------------------------------------------------------------------------------
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.
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
October 31, October 31,
2008 2007
- $ - - $ -
-------- --------
Deferred tax asset attributable to:
Net operating loss 26,000 8,000
Valuation allowance (26,000) (8,000)
-------- --------
Net deferred tax asset -- --
======== ========
A reconciliation of the Company's tax provision is as follows:
October 31, October 31,
2008 2007
- $ - - $ -
-------- --------
Refund at statutory (34%) rate 18,000 8,000
Change in valuation allowance (18,000) (8,000)
-------- --------
Net refundable amount -- --
======== ========
At October 31, 2008, the Company had an unused net operating loss carry-forward
approximating $75,613 that is available to offset future taxable income; the
loss carry-forward will start to expire in 2028.
28
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE 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.
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:
29
INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting. 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 and we have no outside directors on
the 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 CONTROL 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.
CEO AND CFO CERTIFICATIONS
Appearing immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
30
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS
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.
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.
31
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.
CODE OF ETHICS
We do not currently have a code of ethics, because we have only limited business
operations, only one officer and two directors, we believe a code of ethics
would have limited utility. We intend to adopt such a code of ethics as our
business operations expand and we have more directors, officers and employees.
ITEM 11. 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 2008 0 0 0 0 0 0 0 0
Allen Bond, 2006 0 0 0 0 0 0 0 0
Director 2007 0 0 0 0 0 0 0 0
2008 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.
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
32
for the management fees and donated office premises are valued at $500 per
month. A total of $12,000 for donated management fees and $6,000 for donated
rent were charged to operations and recorded as donated capital for the year
ended October 31, 2008.
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 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 annual report:
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.
ITEM 13. 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 $12,000 for donated management fees and $6,000 for donated
rent were charged to operations and recorded as donated capital for the year
ended October 31, 2008.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The total fees charged to the company for audit services were $11,485, for
audit-related services were $0, for tax services were $0 and for other services
were $0 during the year ended October 31, 2008.
The total fees charged to the company for audit services were $5,415 for
audit-related services were $0, for tax services were $0 and for other services
were $0 during the year ended October 31, 2007.
33
PART IV
ITEM 15. 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 333-148735, 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
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.
January 26, 2009 Jasper Ventures, Inc., Registrant
/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 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.
January 26, 2009 Jasper Ventures, Inc., Registrant
/s/ Jean Smith
-------------------------------------------------
By: Jean Smith
(Principal Executive Officer, Principal Financial
Officer, Principal Accounting Officer & Director)
/s/ Allen Bond
-------------------------------------------------
By: Allen Bond
(Director)
34