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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB/A
[ X ] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the period ended February 28, 2007
[ ] Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period to
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Commission File Number 333-119715
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Quorum Ventures, Inc.
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(Exact name of Small Business Issuer as specified in its charter)
Nevada Pending
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(State or other jurisdiction of (IRS Employer Identification No.)
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incorporation or organization)
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2640 Tempe Knoll Drive
North Vancouver. B.C., Canada V6C 1V5
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(Address of principal executive offices) (Postal or Zip Code)
Issuer's telephone number, including area code: 604-908-0233
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N/A
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(Former name,former address and former fiscal year,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 Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer 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 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
stock, as of the latest practicable date: 7,050,000 shares of common stock with
par value of $0.001 per share outstanding as of April 13, 2007.
<page>
QUORUM VENTURES, INC.
(An Exploration Stage Company)
INTERIM FINANCIAL STATEMENTS
February 28, 2007
(Unaudited)
BALANCE SHEETS
INTERIM STATEMENTS OF OPERATIONS
INTERIM STATEMENTS OF CASH FLOWS
NOTES TO THE INTERIM FINANCIAL STATEMENTS
<page>
QUORUM VENTURES, INC.
(An Exploration Stage Company)
BALANCE SHEETS
<table>
<caption>
February 28, May 31,
2007 2006
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(Unaudited) (Audited)
<s> <c> <c>
ASSETS
------
Current Assets
Cash $ 4,981 $ 7,736
Prepaid expense 567 1,362
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Total assets $ 5,548 $ 9,098
============ ==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
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Current Liabilities
Accounts payable and accrued liabilities $ 7,967 $ 11,681
Due to related party (Note 3) 32,117 19,550
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40,084 31,231
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Commitments and Contingencies (Note1)
Common stock
75,000,000 shares authorized, $0.001 par value,
7,050,000 shares issued and outstanding 7,050 7,050
(May 31, 2006 -7,050,000)
Additional paid-in capital 22,950 22,950
Deficit accumulated during the exploration stage ( 64,536) ( 52,133)
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( 34,536) ( 22,133)
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Total liabilities and stockholders' deficit $ 5,548 $ 9,098
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</table>
The accompanying notes are an integral part of these
interim financial statements.
<page>
QUORUM VENTURES, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
<table>
<caption>
Three months Three months Nine months Nine months February 2, 2004
ended ended ended ended (Inception) to
February 28, February 28, February 28, February 28, February 28,
2007 2006 2007 2006 2007
---- ---- ---- ---- ----
<s> <c> <c> <c> <c> <c>
Expenses
Accounting and audit fees $ 2,200 $ 3,088 $ 9,814 $ 8,685 $ 35,351
Bank charges and interest 24 159 75 1,337 432
Filing fees 249 638 1,489 2,175 5,196
Interest expense - - - - 1,222
Legal fees - 500 - 1,150 8,650
Mineral property costs - - - - 12,500
Office and general expenses - - - 160 160
Transfer agent fees 25 - 1,025 - 1,025
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Net loss $ (2,498) $ (4,385) $ (12,403) $ (13,507) $ (64,536)
========== =========== ========= ========= ============
Net loss per share, basic and diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== =========== ========= =========
Weighted average number of shares
outstanding 7,050,000 7,050,000 7,050,000 7,050,000
========== =========== ========= =========
</table>
The accompanying notes are an integral part of these
interim financial statements.
<page>
QUORUM VENTURES, INC.
(An Exploration Stage Company)
INTERIM STATEMENTS OF CASH FLOWS
(Unaudited)
<table>
<caption>
February 2, 2004
(Inception) to
Nine months ended February 28, February 28,
2007 2006 2007
---- ---- ----
<s> <c> <c> <c>
Cash Flows From Operating Activities
Net loss $ ( 12,403) $ ( 13,507) $ ( 64,536)
Changes in non cash working capital items
Prepaid expenses 795 (1,362) (567)
Accounts payable and accrued liabilities ( 3,714) (8,792) 7,967
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Net cash used in operations ( 15,322) ( 23,661) ( 57,136)
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Cash Flows From Financing Activities
Proceeds from sale and issuance of common stock - - 30,000
Increase in due to related party 12,567 13,550 32,117
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Net cash provided by financing activities 12,567 13,550 62,117
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Net increase (decrease) in cash ( 2,755) ( 10,111) 4,981
Cash, beginning 7,736 15,642 -
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Cash, ending $ 4,981 $ 5,531 $ 4,981
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Supplemental Cash Flow Information
Cash paid for:
Interest $ - $ - $ -
============== ============== ==============
Income taxes $ - $ - $ -
============== ============== ==============
</table>
The accompanying notes are an integral part of these
interim financial statements.
<page>
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
February 28, 2007
(Unaudited)
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Note 1 Nature and Continuance of Operations
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Organization
The Company was incorporated in the State of Nevada on February 2,
2004. The Company's fiscal year end is May 31.
Exploration Stage Activities
The Company has been in the exploration stage since its formation
and has not yet realized any revenues from its planned operations.
It is primarily engaged in the acquisition and exploration of
mining properties. Upon location of a commercial, minable reserve,
the Company expects to actively prepare the site for its
extraction and enter the mine development stage.
The Company has acquired a mineral property located in the North
West Territories, Canada and has not yet determined whether this
property contains reserves that are economically recoverable. The
recoverability of amounts from the property will be dependent upon
the discovery of economically recoverable reserves, confirmation
of the Company's interest in the underlying property, the ability
of the Company to obtain necessary financing to satisfy the
expenditure requirements under the property agreement and to
complete the development of the property and upon future
profitable production or proceeds for the sale thereof.
Going concern
These financial statements have been prepared on a going concern
basis which assumes that the Company will be able to realize its
assets and discharge its liabilities in the normal course of
business. The Company has incurred losses since inception
resulting in an accumulated deficit of $64,536 as of February 28,
2007 and further losses are anticipated in the development of its
business raising substantial doubt about the Company's ability to
continue as a going concern. These financial statements do not
include any adjustments to the amounts and classifications of
assets and liabilities that might be necessary should the Company
be unable to continue as a going concern. Managements plans to
fund operations over the next twelve months with advances from
related parties.
Unaudited Interim Financial Statements
The accompanying unaudited interim financial statements have been
prepared in accordance with generally accepted accounting
principles for interim financial information and with the
instructions to Form 10-QSB of Regulation S-B. They may not
include all information and footnotes required by generally
accepted accounting principles for complete financial statements.
<page>
QUORUM VENTURES, INC.
(An Exploration Stage Company)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
February 28, 2007
(Unaudited)
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Note 1 Nature and Continuance of Operations - Cont'd
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Unaudited Interim Financial Statements - Cont'd
However, except as disclosed herein, there have been no material
changes in the information disclosed in the notes to the financial
statements for the period ended May 31, 2006 included in the
Company's 10-KSB filed with the Securities and Exchange
Commission. The interim unaudited financial statements should be
read in conjunction with those financial statements included in
the Form 10-KSB. In the opinion of Management, all adjustments
considered necessary for a fair presentation, consisting solely of
normal recurring adjustments, have been made. Operating results
for the nine months ended February 28, 2007 are not necessarily
indicative of the results that may be expected for the year ending
May 31, 2007.
Note 2 Mineral Property
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By a mineral property purchase agreement dated April 21, 2004, the
Company acquired a 90% undivided right, title and interest in and
to three mineral claims in Yellowknife, Northwest Territories,
Canada by the payment of $7,500. During the year ended May 31,
2005 the Company incurred mineral exploration expenses of $5,000.
During the year ended May 31, 2006 the Company did not make the
annual payment on one of the claims, as required by the
territorial government, and consequently the title to the minerals
claim lapsed. The remaining claims are held in trust for the
Company by the property vendor. The 90% right interest and title
in and to the claims is transferable to the Company at any time
upon request and is subject to a 2% net smelter return royalty.
Note 3 Related Party Transactions
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As at February 28, 2007, an amount of $32,117 (May 31, 2006:
$19,550) is owing to a director of the Company. The amount is
unsecured, non-interest bearing and has no specified terms of
repayment.
<page>
Forward-Looking Statements
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This Form 10-QSB includes "forward-looking statements" within the meaning of the
"safe-harbor" provisions of the Private Securities Litigation Reform Act of
1995. Such statements are based on management's current expectations and are
subject to a number of factors and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements.
All statements other than historical facts included in this Form, including
without limitation, statements under "Plan of Operation", regarding our
financial position, business strategy, and plans and objectives of management
for the future operations, are forward-looking statements.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, it can give no assurance that such expectations will
prove to have been correct. Important factors that could cause actual results to
differ materially from our expectations include, but are not limited to, market
conditions, competition and the ability to successfully complete financing.
Item 2. Plan of Operation
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Our plan of operation for the twelve months following the date of this annual
report is to complete the recommended phase one and two exploration programs on
the Upper Ross Lake property consisting of re-sampling of old workings, geologic
mapping, analytical and test surveys. We anticipate that the phase one program
will cost approximately $5,000, while the phase two program will cost
approximately $10,000. To date, we have not commenced exploration on the Upper
Ross Lake property, although we have funded the phase one exploration program.
Phase one will consist of a consulting geologist reviewing and compiling
information regarding previous exploration on the property and the re-sampling
of property that are known to contain gold. The re-sampling will be conducted by
a geologist and his helper. They will gather rock and soil samples from various
property locations and then ship them to a laboratory that will analyze them for
mineral content. The geologist will then analyze the laboratory results in order
to determine which directions, if any, that mineralization trends on the
property and to choose property areas upon which future exploration should
focus. Our directors, Steven Bolton and Bryan Markert, will not be involved in
exploration work on the property.
The objective of the phase one exploration program will be to confirm the
presence of gold in previously sampled areas and to gain an understanding of
where additional mineralization may be discovered on the property. We will use
these results in order to attempt to raise additional financing for our phase
two exploration program.
We will then undertake the phase two work program. This program will also take
approximately one month to complete. It will consist of mapping and reviewing
the results of the phase one exploration program and performing geophysical test
surveys on the claims.
Mapping involves plotting previous exploration data relating to a property on a
map in order to determine the best property locations to conduct subsequent
exploration work.
Geophysical surveying is the search for mineral deposits by measuring the
physical property of near-surface rocks, and looking for unusual responses
<page>
caused by the presence of mineralization. Electrical, magnetic, gravitational,
seismic and radioactive properties are the ones most commonly measured. The
geologist overseeing the phase two exploration program will choose the
appropriate geophysical survey or surveys based on the results of the phase one
program. Our objective of the phase two program will be to determine whether
mineralization discovered on the claims surface may occur beneath the ground. We
will look for high geophysical survey readings in areas of the claims where
surface mineralization exists.
The budget for the phase two program is as follows:
Mapping: $ 2,000.00
Analytical: $ 2,000.00
Geophysical test surveys: $ 6,000.00
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Total Phase II Costs: $10,000.00
We intend to retain Mr. William Timmins, a geological engineer, to undertake the
proposed exploration on the Upper Ross Lake property given his familiarity with
the property area. Mr. Timmins has worked on other mineral exploration projects
in the region of the Upper Ross Lake claims and visited the property during
April 2004. Mr. Timmins has never had and does not have any relationship or
affiliation with us or our management.
We do not have any verbal or written agreement regarding the retention of Mr.
Timmins for this exploration program, though he has indicated that he will be
available to provide his services. We have not executed a formal agreement with
Mr. Timmins because that is not the typical practice in the mineral exploration
sector. The costs of Mr. Timmins's services are included in his phase one and
phase two budgets.
Following receipt of the phase two exploration results, we will ask Mr. Timmins
to prepare a recommendation for further exploration work on the Upper Ross Lake
claims and to provide us with a proposed budget for such work.
We do not expect to earn any revenues from the Upper Ross Lake claim unless and
until we identify economic mineralization. This will likely not occur until we
complete the phase one and two exploration programs, as well as several
successive drill programs. Drill programs involve extracting a long cylinder of
rock from the ground to determine amounts of metals at different depths. Pieces
of the rock obtained, known as drill core, are analysed for mineral content.
This allows us to determine the extent of mineralization below the surface of
the claims. Our objective is to discover sub-surface mineralization in
sufficient quantities to justify operating the claims as a mine. This is
determined by the amount, grade and depth of mineralization discovered, if any.
As well, we anticipate spending an additional $15,000 on professional fees,
including fees payable in connection with the filing of this annual report and
complying with reporting obligations, and general administrative costs.
Total expenditures over the next 12 months are therefore expected to be $30,000.
We will not realize any revenue from our operations in the next 12 months.
Our cash reserves are not sufficient to meet our obligations for the next
twelve-month period. As a result, we will need to seek additional funding in the
near future. We currently do not have a specific plan of how we will obtain such
funding; however, we anticipate that additional funding will be in the form of
equity financing from the sale of our common stock. We may also seek to obtain
short-term loans from our directors, although no such arrangement has been made.
<page>
At this time, we cannot provide investors with any assurance that we will be
able to raise sufficient funding from the sale of our common stock or through a
loan from our directors to meet our obligations over the next twelve months. We
do not have any arrangements in place for any future equity financing. Our
directors have indicated that they are prepared to loan us up to $50,000 for
operations, though they have no obligations in this regard. Such loans would be
unsecured, non-interest bearing loans with no fixed terms of repayment.
If we are unable to raise sufficient capital, we may also consider selling a
portion of the Upper Ross Lake property to a third party in exchange for that
party paying us cash and/or committing to complete a certain amount of
exploration on the property. We have not contacted any third parties regarding
such an arrangement.
Results of Operations For Period Ending February 28, 2007
We did not earn any revenues in the nine-month period ended February 28, 2007.
We do not anticipate earning revenues unless we enter into commercial production
on the Upper Ross Lake mineral property, which is doubtful.
We incurred operating expenses in the amount of $12,403 for the nine-month
period ended February 28, 2007 consisting of accounting and audit fees of
$9,814, filing fees of $1,489, transfer agent fees of $1,025 and bank charges
and interest of $75.
Our net loss for the nine-month period ended February 28, 2007 decreased
slightly from the comparative period in fiscal 2006 (2007: $12,403; 2006:
$13,507) primarily due to decreases bank charges and interest, as well as filing
fees and legal fees incurred in connection with the filing of our registration
statement on Form SB-2.
At February 28, 2007, we had total assets of $5,548, consisting of $4,981 in
cash and $567 in prepaid expense. At the same date, our liabilities consisted of
accounts payable and accrued liabilities of $7,967 and a loan payable from one
of our directors for $32,117.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons our auditors
believe that there is substantial doubt that we will be able to continue as a
going concern.
Item 3 Controls and Procedures
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Evaluation of Disclosure Controls
We evaluated the effectiveness of our disclosure controls and procedures as of
February 28, 2007. This evaluation was conducted by Steven Bolton, our chief
executive officer and Bryan Markert, our principal accounting officer.
Disclosure controls are controls and other procedures that are designed to
ensure that information that we are required to disclose in the reports we file
pursuant to the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported.
<page>
Limitations on the Effective of Controls
Our management does not expect that our disclosure controls or our internal
controls over financial reporting will prevent all error and fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
but no absolute, assurance that the objectives of a control system are met.
Further, any control system reflects limitations on resources, and the benefits
of a control system must be considered relative to its costs. These limitations
also include the realities that judgments in decision-making can be faulty and
that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people or by management override of a control. A design
of a control system is also based upon certain assumptions about potential
future conditions; over time, controls may become inadequate because of changes
in conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and may not be detected.
Conclusions
Based upon their evaluation of our controls, Steven Bolton, our chief executive
officer and Bryan Markert, our principal accounting officer, have concluded
that, subject to the limitations noted above, the disclosure controls are
effective providing reasonable assurance that material information relating to
us is made known to management on a timely basis during the period when our
reports are being prepared. There were no changes in our internal controls that
occurred during the quarter covered by this report that have materially
affected, or are reasonably likely to materially affect our internal controls.
PART II- OTHER INFORMATION
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Item 1. Legal Proceedings
The Company is not a party to any pending legal proceeding. Management is not
aware of any threatened litigation, claims or assessments.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 5. Other Information
None.
Item 6. Exhibits and Report on Form 8-K
31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
<page>
31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
We did not file any current reports on Form 8-K during the period.
SIGNATURES
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In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
April 13, 2007
Quorum Ventures, Inc.
/s/ Steven Bolton
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Steven Bolton, President