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Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
Name
of each exchange on which
to
be so registered
each
class is to be registered
None
None
Securities
to be registered pursuant to Section 12(g) of the Act:
Common
Stock
(Title of
Class)
Check
whether the Issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities 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 past 90 days.
Yes [X] No [ ]
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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-KSB
or any amendment to this Form 10-KSB.
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
issuer’s revenues for its most recent fiscal year: Nil
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate
in Rule 12b-2 of the Exchange Act.)
$20,000 as at August 27,2008 based on the last sale price of our common stock
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.
On March27, 2007, we entered into an agreement with Ms. Helen Louise Robinson of Vernon,
British Columbia, whereby she agreed to sell to us one mineral claim located
approximately 30 kilometers northwest of Vernon, British Columbia in an area
having the potential to contain silver or copper mineralization or
deposits. In order to acquire a 100% interest in this claim, we paid
$7,500 to Ms. Robinson.
However,
we were unable to keep the mineral claim in good standing due to lack of funding
and our interest in it has lapsed.
We are
reviewing other potential acquisitions in the resource and non-resource
sectors. While we are in the process of completing due diligence
reviews of several opportunities, there is no guarantee that we will be able to
reach any agreement to acquire such assets.
Our plan
of operation is to review other potential acquisitions in the resource and
non-resource sectors. Currently, we are in the process of completing due
diligence reviews of several business opportunities. We expect that these
reviews could cost us a total of $20,000 in the next 12 months.
Employees
We have
no employees as of the date of this annual report other than our sole
director.
Research
and Development Expenditures
We have
not incurred any research or development expenditures since our
incorporation.
We do not
own, either legally or beneficially, any patents or trademarks.
Risk
Factors
An
investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below and the other information in
this annual report before investing in our common stock. If any of the following
risks occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
If
we do not obtain additional financing, our business will fail.
Our
current operating funds are less than necessary to complete any acquisition of a
business interest and fund its future development. As of May 31,2008, we had cash on hand of only $38. We currently do not have any
operations and we have no income. We will require additional funds to
review, acquire and develop business assets. We do not currently have
any arrangements for financing and we can provide no assurance to investors that
we will be able to find such financing if required.
4
Because
we do not have any business operations, we face a high risk of business
failure.
We were
incorporated on June 15, 2006 and have been involved in the acquisition and
exploration of mineral exploration properties. We were unsuccessful in this
initial business plan and are now seeking to acquire an interest in alternative
assets. We may not be able to identify and acquire any interest in suitable
business assets.
There is
no history upon which to base any assumption as to the likelihood that we will
prove successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will fail.
Because
our continuation as a going concern is in doubt, we will be forced to cease
business operations unless we can generate profit in the future.
The
report of our independent accountant to our audited financial statements for the
period ended May 31, 2008 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going
concern. Such factors identified in the report are that we have no
source of revenue and our dependence upon obtaining adequate financing. If we
are not able to continue as a going concern, it is likely investors will lose
all of their investment.
Because
our sole director owns 71.43% of our outstanding common stock, he could make and
control corporate decisions that may be disadvantageous to other minority
shareholders.
Our sole
director owns 71.43% of the outstanding shares of our common
stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change
in control. The interests of our director may differ from the interests of the
other stockholders and thus result in corporate decisions that are
disadvantageous to other shareholders.
Because
our president has other business interests, he may not be able or willing to
devote a sufficient amount of time to our business operations, causing our
business to fail.
Our
president, Mr. Koah Kruse, intends to devote approximately 20% of his business
time, providing his services to us. While Mr. Kruse presently
possesses adequate time to attend to our interests, it is possible that the
demands on Mr. Kruse from his other obligations could increase with the result
that he would no longer be able to devote sufficient time to the management of
our business.
A
purchaser is purchasing penny stock which limits his or her ability to sell the
stock.
Our
shares of common stock constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future.
The classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, thus limiting investment liquidity. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in our company will be subject to rules 15g-1 through 15g-10 of the
Exchange Act. Rather than creating a need to comply with those rules,
some broker-dealers will refuse to attempt to sell penny stock.
5
Forward-Looking
Statements
This
annual report contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan,
expect, future, intend and similar expressions to identify such forward-looking
statements. You should not place too much reliance on these
forward-looking statements. Our actual results may differ materially
from those anticipated in these forward-looking statements for many reasons,
including the risks faced by us described in the “Risk Factors” section and
elsewhere in this annual report.
There are
no legal proceedings pending or threatened against us. Our address for service
of process in Nevada is 2470 St. Rose Pkwy, Suite 304, Henderson, Nevada,
89074.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
No
matters were submitted during the fourth quarter of our fiscal year to a vote of
security holders, through the solicitation of proxies or otherwise.
PART
II
ITEM 5: MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Market
Information
Our
shares of common stock are quoted for trading on the OTC Bulletin Board under
symbol “JPIT”. However, there have not been any trades in our stock
through the facilities of the OTC Bulletin Board since our initial quotation on
May 2, 2008.
We have
31 shareholders of record as at the date of this annual report.
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.
6
ITEM 6: MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
Our plan
of operation for the twelve months following the date of this filing is to
review other potential acquisitions in the resource and non-resource
sectors. Currently, we are in the process of completing due diligence
reviews of several business opportunities. We expect that these
reviews could cost us a total of $20,000 in the next 12 months.
In the next 12 months, we also
anticipate spending the
following over the next 12 months on administrative fees:
*
$2,000
on legal fees
*
$8,500
on accounting and audit fees
*
$500
on EDGAR filing fees
*
$1,000
on general administration costs
Total
expenditures over the next 12 months are therefore expected to be approximately
$32,000.
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 director, although no such arrangement has been
made. 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 director to meet our obligations over the next twelve
months. We do not have any arrangements in place for any future equity
financing.
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on the small business issuer's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors.
Results
Of Operations For The Fiscal Year Ended May 31, 2008
We did
not earn any revenues during the fiscal year ended May 31, 2008. We do not
expect to earn any revenue from operations until we have either commenced mining
operations on a resource property, or operations on a non-resource property,
both of which expectations are doubtful.
We
incurred operating expenses in the amount of $28,439 in the fiscal year ended
May 31, 2008 as compared to expenses of $14,279 in fiscal 2007. These
operating expenses were comprised of general and administrative expenses of
$28,439. At May 31, 2008, our assets consisted of $38 in cash. At the
same date, our liabilities consisted of accounting payable and accrued
liabilities amounting to $12,456 and a loan due to a related party amounting to
$5,300.
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue further activities. For these reasons our auditors believe
that there is substantial doubt that we will be able to continue as a going
concern.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the
Board of Directors and Stockholders of
Jupiter
Resources, Inc.
I have
audited the accompanying balance sheets of Jupiter Resources, Inc. (the
Company), an exploration stage company, as of May 31, 2008 and 2007 and the
related statements of operations, stockholders’ equity (deficiency), and cash
flows for the year ended May 31, 2008, for the period June 15, 2006 (inception)
to May 31, 2007, and for the period June 15, 2006 (inception) to May 31,2008. These financial statements are the responsibility of the
Company’s management. My responsibility is to express an opinion on
these financial statements based on my audits.
I
conducted my audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that I plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe
that my audits provide a reasonable basis for my opinion.
In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Jupiter Resources, Inc. as of May31, 2008 and 2007 and the results of its operations and its cash flows for the
year ended May 31, 2008, for the period June 15, 2006 (inception) to May 31,2007, and for the period June 15, 2006 (inception) to May 31, 2008 in conformity
with accounting principles generally accepted in the United States.
The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company’s present financial situation
raises substantial doubt about its ability to continue as a going
concern. Management’s plans in regard to this matter are also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Jupiter
Resources Inc. (the “Company”) was incorporated in the State of Nevada on June15, 2006, and that is the inception date. The Company is an Exploration Stage
Company as defined by Statement of Financial Accounting Standard (SFAS) No. 7
"Accounting and Reporting for Development Stage Enterprises". The Company
acquired a mineral claim located in British Columbia, Canada in March 2007. On
May 14, 2008, the claim was forfeited due to nonpayment of renewal fees. The
company is presently considering whether to stake another mineral claim or to
search for other business operations, but has not reached a decision
yet.
These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company has never generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
the Company as a going concern is dependent upon the continued financial support
from its shareholders, the ability of the Company to obtain necessary equity
financing to continue operations, and the attainment of profitable operations.
As at May 31, 2008, the Company has accumulated losses of $42,718 since
inception. These factors raise substantial doubt regarding the Company’s ability
to continue as a going concern. These financial statements do not include any
adjustments to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis
of Presentation
These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in U.S. dollars.
b) Use
of Estimates
The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
c) Basic
and Diluted Net Income (Loss) Per Share
The
Company computes net earnings (loss) per share in accordance with SFAS No. 128,
"Earnings per Share".
SFAS No. 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 shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period 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 shares if their effect is anti dilutive.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d) Comprehensive
Loss
SFAS No.
130, “Reporting Comprehensive
Income,” establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements. Through May31, 2008, except for the net losses, the Company has had no items that represent
comprehensive income (loss) and, therefore, has not included a schedule of
comprehensive income (loss) in the financial statements.
e) Cash
and Cash Equivalents
The
Company considers all highly liquid instruments with a maturity of three months
or less at the time of issuance to be cash equivalents.
f) Mineral
Property Costs
The
Company has been in the exploration stage since its formation on June 15, 2006
and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition costs are capitalized and reviewed periodically for
impairment. Exploration costs are expensed until the establishment of proven and
probable reserves. If and when it has been determined that a mineral property
can be economically developed as a result of establishing proven and probable
reserves, the costs incurred to develop such property are capitalized. Such
costs will be amortized using the units-of-production method over the estimated
life of the probable reserve. If mineral properties are subsequently abandoned
or impaired, any capitalized costs will be charged to operations.
g) Fair
Value of Financial Instruments
The fair
values of financial instruments, which include cash, accounts payable and
accrued liabilities, and due to related party, were estimated to approximate
their carrying values due to the immediate or short-term maturity of these
financial instruments. The Company’s operations are in Canada which results in
exposure to market risks from changes in foreign currency rates. The financial
risk is the risk to the Company’s operations that arise from fluctuations in
foreign exchange rates and the degree of volatility of these rates. Currently,
the Company does not use derivative instruments to reduce its exposure to
foreign currency risk.
h) 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. Potential benefit
of net operating losses have not been recognized in these financial statements
because the Company cannot be assured it is more likely than not it will utilize
the net operating losses carried forward in future years.
At May31, 2008 and May 31, 2007, a full deferred tax asset valuation allowance has
been provided and no deferred tax asset has been recorded.
2. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
i) Foreign
Currency Translation
The
Company’s functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with SFAS No. 52 “Foreign Currency
Translation”, using the exchange rate prevailing at the balance sheet
date. Gains and losses arising on settlement of foreign currency denominated
transactions or balances are included in the determination of income. Foreign
currency transactions are primarily undertaken in Canadian dollars. The Company
has not, to the date of these financials statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.
j) Recent
Accounting Pronouncements
In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”. This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.
In
September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No.
158, “Employers’ Accounting
for Defined Benefit Pension and Other Postretirement Plans – an amendment of
FASB Statements No. 87, 88, 106, and 132(R)”. This statement requires
employers to recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This statement also requires an employer to measure the
funded status of a plan as of the date of its year-end statement of financial
position, with limited exceptions. The provisions of SFAS No. 158 are effective
for employers with publicly traded equity securities as of the end of the fiscal
year ending after December 15, 2006. The adoption of this statement did not have
a material effect on the Company's reported financial position or results of
operations.
In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS No. 157 is to increase consistency and comparability in fair
value measurements and to expand disclosures about fair value
measurements. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value
measurements and does not require any new fair value measurements. The
provisions of SFAS No. 157 are effective for fair value measurements made in
fiscal years beginning after November 15, 2007. The adoption of this statement
is not expected to have a material effect on the Company's future reported
financial position or results of operations.
On March27, 2007, the Company acquired a 100% interest in one mineral claim located in
British Columbia for total consideration of $7,500.
The
mineral interest was held in trust for the Company by the vendor of the
property. Upon request from the Company, the title was to be recorded in the
name of the Company with the appropriate mining recorder.
After a
review of all relevant data relating to the mineral interest at May 31, 2007,
the Company decided to record an impairment charge of $7,500 and reduced the
carrying amount of the mineral interest acquisition costs to $0.
On May14, 2008, the claim was forfeited due to nonpayment of renewal
fees.
4. COMMON
STOCK
The
Company is authorized to issue 75,000,000 shares with a par value of $0.001 per
share and no other class of shares is authorized.
On March9, 2007, the Company sold 5,000,000 shares of common stock at a price of $0.001
per share for cash proceeds of $5,000.
On March30, 2007, the Company sold 650,000 shares of common stock at a price of $0.01
per share for cash proceeds of $6,500.
On April20, 2007, the Company sold 200,000 shares of common stock at a price of $0.01
per share for cash proceeds of $2,000.
On May17, 2007, the Company sold 50,000 shares of common stock at a price of $0.01 per
share for cash proceeds of $500.
On June15, 2007, the Company sold 650,000 shares of common stock at a price of $0.01
per share for cash proceeds of $6,500.
On June28, 2007, the Company sold 450,000 shares of common stock at a price of $0.01
per share for cash proceeds of $4,500.
The
Company has no stock option plan, warrants or other dilutive
securities.
5. INCOME
TAXES
The
provision for income taxes (benefit) differs from the amount computed by
applying the statutory United States federal income tax rate of 35% to income
(loss) before income taxes. The sources of the difference follow:
Based on
management’s present assessment, the Company has not yet determined it to be
more likely than not that a deferred tax asset of $14,952 at May 31, 2008
attributable to the future utilization of the net operating loss carryforward of
$42,718 will be realized. Accordingly, the Company has provided a 100% allowance
against the deferred tax asset in the financial statements. The Company will
continue to review this valuation allowance and make adjustments as appropriate.
The net operating loss carryforward expires $14,279 in 2027 and $28,439 in
2028.
Current
United States income tax laws limit the amount of loss available to offset
against future taxable income when a substantial change on ownership occurs.
Therefore, the amount available to offset future taxable income may be
limited.
18
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
We
evaluated the effectiveness of our disclosure controls and procedures as of the
end of the 2008 fiscal year. This evaluation was conducted by our chief
executive officer and 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.
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 defined in Rules 13a-15(f) and 15d-5(f)
under the Exchange Act). Our management assessed the effectiveness of
our internal control over financial reporting as of May 30, 2008. In
making this assessment, our management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control-Integrated Framework. Our management has concluded
that, as of May 30, 2008, our internal control over financial reporting is
effective based on these criteria. 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 our independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only management’s report in this annual
report.
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, the chief executive officer and principal
accounting officer has 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.
19
PART
III
ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
Our
executive officer and director and his age as of the date of this annual report
is as follows:
Name
of Director
Age
Koah
Kruse
33
Executive
Officer:
Name
of Officer
Age
Office
Koah
Kruse
33
President,
CEO,
Secretary,
Treasurer, and Director
Biographical
Information
Set forth
below is a brief description of the background and business experience of our
executive officer and director for the past five years.
Mr. Koah Kruse has acted as
our President, Chief Executive Officer, Secretary, Treasurer, Principal
Accounting Officer and as a director since our incorporation on June 15,2006. Since October 31, 2000 he has been President, sole Director and
sole shareholder of Combustion Productions Inc., a British Columbia company
providing production and post-production services and equipment rentals to the
film industry.
Mr. Kruse
does not have any professional training or technical credentials in the
exploration, development and operation of mines.
Mr. Kruse
intends to devote 20% of his business time per week to our affairs.
Term
of Office
Our
directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by the board of directors
and will hold office until removed by the board.
Significant
Employees
We have
no significant employees other than the officer and director described
above.
Section
16(a) of the Exchange Act requires our executive officers and directors, and
persons who beneficially own more than 10% of our equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than 10% shareholders are required
by SEC regulation to furnish us with copies of all Section 16(a) forms they
file. Based on our review of the copies of such forms we received, we believe
that during the fiscal year ended May 31, 2008 all such filing requirements
applicable to our officers and directors were complied with exception that
reports were filed late by the following persons:
The table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers by any person for all services rendered in all capacities to
us for the fiscal years ended May 31, 2008 and May 31, 2007
Annual
Compensation
Name
Title
Year
Salary
Bonus
Other
Comp.
Restricted
Stock Awarded
Options
(#)
LTIP
SARs
($)
Other
Payouts
Comp
Koah
Kruse
President
2008
$
0
$
0
0
0
0
0
0
2007
$
0
$
0
0
0
0
0
0
Stock
Option Grants
We have
not granted any stock options to the executive officer since our
inception.
Consulting
Agreements
We do not
have any employment or consulting agreement with Mr. Kruse. We do not pay him
any amount for acting as a director.
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The
following table provides the names and addresses of each person known to us to
own more than 5% of our outstanding common stock as of the date of this annual
report, and by the officer and director, individually and as a
group. Except as otherwise indicated, all shares are owned
directly.
Title
of Class
Name
and address
of
beneficial owner
Amount
of beneficial ownership
Percent
of class
Common
stock
Koah
Kruse
Suite
98-1446 West 13 Ave.,
Vancouver,
BC, Canada
5,000,000
71.43%
Common
stock
All
officers and directors as a group consisting of one person
5,000,000
71.43%
The
percent of class is based on 7,000,000 shares of common stock issued and
outstanding as of the date of this annual report.
21
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
None of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
*
Any
of our directors or officers;
*
Any
person proposed as a nominee for election as a
director;
*
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our outstanding shares of common
stock;
*
Our
promoter, Koah Kruse; or
*
Any
member of the immediate family of any of the foregoing
persons.
Our
principal accountant, Michael T. Studer, C.P.A., P.C., rendered invoices to us
during the fiscal periods indicated for the following fees and
services:
Audit
fees consist of fees related to professional services rendered in connection
with the audit of our annual financial statements, and the review of the
financial statements included in each of our quarterly reports on Form
10-QSB.
22
Our
policy is to pre-approve all audit and permissible non-audit services performed
by the independent accountants. These services may include audit
services, audit-related services, tax services and other
services. Under our audit committee’s policy, pre-approval is
generally provided for particular services or categories of services, including
planned services, project based services and routine
consultations. In addition, we may also pre-approve particular
services on a case-by-case basis. We approved all services that our
independent accountants provided to us in the past two fiscal
years.
SIGNATURES
Pursuant
to the requirements of Section 13 and 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.
In
accordance with the Securities 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.
