UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2009
Commission file number 333-148735
JASPER VENTURES INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
360 Main Street
Washington, VA 22747
(Address of principal executive offices, including zip code)
540-675-3149
(telephone number, including area code)
69 Ross Street West #638
Moose Jaw, Saskatchewan S6H 2M0
(Former name or former address, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer, "accelerated filer,"
"non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 6,160,000 shares as of September 11,
2009
ITEM 1. FINANCIAL STATEMENTS
The unaudited quarterly financial statements for the period ended July 31, 2009,
prepared by the Company, immediately follow.
2
JASPER VENTURES INC.
(An Exploration Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
July 31, October 31,
2009 2008
--------- ---------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 292 $ 17,887
--------- ---------
Total Current Assets 292 17,887
--------- ---------
TOTAL ASSETS $ 292 $ 17,887
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Loan from director $ 6,150 $ --
Accounts payable -- 10,000
--------- ---------
TOTAL LIABILITIES 6,150 10,000
--------- ---------
STOCKHOLDERS' EQUITY (DEFICIT)
75,000,000 common shares at par value of $0.001
authorized; 6,160,000 shares issued and outstanding
July 31, 2009 and October 31, 2008 respectively 6,160 6,160
Additional paid-in capital 90,840 77,340
Deficit accumulated during exploration stage (102,858) (75,613)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (5,858) 7,887
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 292 $ 17,887
========= =========
See Notes to Financial Statements
3
JASPER VENTURES INC.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
- --------------------------------------------------------------------------------
November 28,2006
Three Months Three Months Nine Months Nine Months (Inception)
Ended Ended Ended Ended Through
July 31, July 31, July 31, July 31, July 31,
2009 2008 2009 2008 2009
---------- ---------- ---------- ---------- ----------
OPERATING COSTS
Exploration expenditures $ -- $ -- $ -- $ -- $ 4,000
Management fees 3,000 3,000 9,000 9,000 32,000
General and administative 4,347 6,781 18,245 29,468 66,858
---------- ---------- ---------- ---------- ----------
LOSS FROM OPERATIONS (7,347) (9,781) (27,245) (38,468) (102,858)
---------- ---------- ---------- ---------- ----------
NET LOSS $ (7,347) $ (9,781) $ (27,245) $ (38,468) $ (102,858)
========== ========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.01)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,160,000 6,160,000 6,160,000 6,160,000
========== ========== ========== ==========
See Notes to Financial Statements
4
JASPER VENTURES INC.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
- --------------------------------------------------------------------------------
November 28,2006
Nine Months Nine Months (Inception)
Ended Ended Through
July 31, July 31, July 31,
2009 2008 2009
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (27,245) $ (38,468) $(102,858)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Donated Services 13,500 13,500 48,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses (10,000) 2,530 --
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (23,745) (22,438) (54,858)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock -- -- 49,000
Proceeds from shareholder loan 6,150 -- 6,150
--------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES 6,150 -- 55,150
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH (17,595) (22,438) 292
CASH AT BEGINNING OF PERIOD 17,887 43,150 --
--------- --------- ---------
CASH AT END OF PERIOD $ 292 $ 20,712 $ 292
========= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========= ========= =========
Income Taxes $ -- $ -- $ --
========= ========= =========
See Notes to Financial Statements
5
JASPER VENTURES INC.
NOTES TO FINANCIAL STATEMENTS
(An Exploration Stage Company)
Period from November 28, 2006 (Inception) through July 31, 2009
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Jasper Ventures Inc.
("Jasper" or the "Company") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules of
the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the audited financial statements and notes thereto contained in
the Company's Annual Report filed with the SEC on Form 10-K. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for our interim periods are not necessarily indicative of
the results to be expected for the full year. Notes to the financial statements
that would substantially duplicate the disclosure contained in the audited
financial statements for fiscal 2009, as reported in the Form 10-K, have been
omitted.
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. 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.
For the quarter ended July 31, 2009 a total of $4,500 was posted as management
and additional paid in capital.
At July 31, 2009, the financial statements reflect a loan from the shareholder
in the amount of $6,150. This loan carries no interest and is due on demand.
3. SUBSEQUENT EVENTS
MATERIAL DEFINITIVE AGREEMENTS
On August 13, 2009, the Company entered into a material definitive agreement
with Belmont Partners, LLC by which Belmont acquired five million (5,000,000)
shares of the Company's common stock. The transaction was approved by both a
board resolution dated August 13, 2009 and by a majority of the Company's
shareholders in a shareholder resolution dated the same day. Following the
transaction, Belmont Partners, LLC controls approximately 81.57% of the
Company's outstanding capital stock.
BOARD APPOINTMENTS
On August 13, 2009, the Board of Directors appointed Joseph Meuse as a director
of the Company.
Set forth below is certain biographical information regarding the New Director:
Joseph Meuse, age 39, resides in Warrenton, VA. Mr. Meuse has been involved with
corporate restructuring since 1995. He is the Managing Member of Belmont
Partners, LLC and was previously a Managing Partner of Castle Capital Partners.
Additionally, Mr. Meuse maintains a position as a Board Member of numerous
public companies. Mr. Meuse attended the College of William and Mary.
CHANGE OF CONTROL
The company is contemplating a reverse merger transaction. If completed, it will
likely result in a change of control.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
FORWARD LOOKING STATEMENTS
This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of our report. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions. We are an exploration stage company
and have not yet generated or realized any revenues.
BUSINESS
Jasper Ventures Inc. was incorporated in Nevada on November 28, 2006 to engage
in the acquisition, exploration and development of natural resource properties.
We are an exploration stage company with no revenues and limited operating
history. The principal executive offices are located at 360 Main Street,
Washington, VA 22747. The telephone number is 540-675-3149.
Our mineral claim has been acquired per Quebec government requirements and we
hired a professional geologist to prepare a geological report. We have not yet
commenced any exploration activities on the claim. Our property, known as the
River Property may not contain any mineral reserves and funds that we spend on
exploration will be lost. Even if we complete our current exploration program
and are successful in identifying a mineral deposit we will be required to
expend substantial funds to bring our claim to production. The cost of the
proposed exploration program is $63,982. We plan to commence the first phase of
the exploration program in fourth quarter 2009.
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.
7
RESULTS OF OPERATIONS
We have generated no revenues since inception and have incurred $102,858 in
expenses from inception through July 31, 2009. These expenses were comprised of
management fees and general and administrative costs. We incurred expenses of
$7,347 and $9,781 for the three month periods ended July 31, 2009 and 2008,
respectively. Our net loss since inception (November 28, 2006) through July 31,
2009 was $102,858. A director has loaned the company funds of $6,150. The loan
is interest free and due on demand.
The following table provides selected financial data about our company for the
period ended July 31, 2009.
Balance Sheet Data: 7/31/09
------------------- -------
Cash $ 292
Total assets $ 292
Total liabilities $ 6,150
Shareholders' deficit $(5,858)
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.
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 $10,000 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 $30,000. 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.
8
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
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
Prospector 8 days @ $350/day 2,800
Assisstant 8 days @ $275/day 2,200
Camping equipment and food 2,500
Floatplane rental 6,000
Organization planning and aeromagnetic research 4,000
------ ------
TOTAL 20,000 18,518
PHASE 2 GEOCHEMICAL SAMPLING
- ----------------------------
Mobilization and travel cost to Chibougamau 2,500
Technician 15 days @ $400/day 6,000
Assisstant 15 days @ $275/day 4,125
Camping equipment and food 2,500
Floatplane rental 6,000
Sampling equipment 600
MIM analysis 250 samples @ CAD $35 8,750
Sample shipping 500
Drafting Interpretation and report 8,000
Assessment fees 2,000
Organization planning and aeromagnetic research 3,000
------ ------
TOTAL 43,975 40,722
------
OVERALL TOTAL 59,240
======
We plan to commence Phase 1 of the exploration program on the claim in fourth
quarter 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 2010. We have a verbal agreement with
9
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.
LIQUIDITY AND CAPITAL RESOURCES
Our cash balance at July 31, 2009 was $292, with $6,150 in outstanding
liabilities. Total expenditures over the next 12 months are expected to be
approximately $30,000. If we experience a shortage of funds for operating
expenses our director has agreed to loan the company money to pay for those
expenses. There is no written agreement with the director to do so. We are an
exploration stage company and have generated no revenue to date.
ITEM 4. 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 accumulated and communicated to our management, including our
principal executive and financial officer, to allow timely decisions regarding
required disclosure and 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.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended July 31, 2009 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
SUBSEQUENT EVENTS
MATERIAL DEFINITIVE AGREEMENTS
On August 13, 2009, the Company entered into a material definitive agreement
with Belmont Partners, LLC by which Belmont acquired five million (5,000,000)
shares of the Company's common stock. The transaction was approved by both a
board resolution dated August 13, 2009 and by a majority of the Company's
shareholders in a shareholder resolution dated the same day. Following the
transaction, Belmont Partners, LLC controls approximately 81.57% of the
Company's outstanding capital stock.
10
BOARD APPOINTMENTS
On August 13, 2009, the Board of Directors appointed Joseph Meuse as a director
of the Company.
Set forth below is certain biographical information regarding the New Director:
Joseph Meuse, age 39, resides in Warrenton, VA. Mr. Meuse has been involved with
corporate restructuring since 1995. He is the Managing Member of Belmont
Partners, LLC and was previously a Managing Partner of Castle Capital Partners.
Additionally, Mr. Meuse maintains a position as a Board Member of numerous
public companies. Mr. Meuse attended the College of William and Mary.
CHANGE OF CONTROL
The company is contemplating a reverse merger transaction. If completed, it will
likely result in a change of control.
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our original Form SB-2
Registration Statement, filed under SEC File Number 333-148735, 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
11
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.
September 11, 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)
/s/ Joseph Meuse
--------------------------------------------------
By: Joseph Meuse
(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.
September 11, 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)
/s/ Joseph Meuse
--------------------------------------------------
By: Joseph Meuse
(Director)
12