ALTEROLA BIOTECH INC. - Quarter Report: 2008 December (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
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[X]
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Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the quarterly period ended December 31,
2008
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[ ]
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Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934
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For
the transition period __________ to __________
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Commission
File Number: 333-156091
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Jedediah Resources
Corp.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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N/A
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification
No.)
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100
– 111, 5th Ave., S.W., Suite 304
Calgary, Alberta, Canada T2P
3Y6
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(Address
of principal executive
offices)
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(403) 481-9504
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(Issuer’s
telephone number)
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_______________________________________________________________
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(Former
name, former address and former fiscal year, if changed since last
report)
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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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.
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[ ]
Large accelerated filer Accelerated filer
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[ ]
Non-accelerated filer
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[X]
Smaller reporting company
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). [X] Yes [ ] No
State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 9,940,000 common shares as of December 31,
2008.
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Page
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PART I – FINANCIAL INFORMATION
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PART II – OTHER INFORMATION
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PART
I - FINANCIAL INFORMATION
Item 1. Financial Statements
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Our
unaudited consolidated financial statements included in this Form 10-Q are
as follows:
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These
unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form
10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating
results for the interim period ended December 31, 2008 are not necessarily
indicative of the results that can be expected for the full year.
JEDEDIAH RESOURCES CORP.
(A
Pre-exploration Stage Company)
INTERIM
CONSOLIDATED BALANCE SHEETS
December
31, 2008 and September 30, 2008
(Stated
in US Dollars)
(Unaudited)
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ASSET
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December
31, 2008
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September
30, 2008
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Current
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|||||
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Cash
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$ | 59,481 | $ | 103,584 | |
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Prepaid expenses – Note
7
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3,160 | - | |||
| $ | 62,641 | $ | 103,584 | ||
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LIABILITIES
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Current
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|||||
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Accounts payable and accrued
liabilities – Note 5
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$ | 9,047 | $ | 4,362 | |
| STOCKHOLDERS’ EQUITY | |||||
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Preferred
stock, $0.001 par value 10,000,000
shares
authorized, none outstanding
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Common
stock, $0.001 par value 90,000,000 shares
authorized December
31, 2008:
-
9,940,000
(September 30, 2008:- 9,700,000) shares issued
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9,940 | 9,700 | |||
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Additional
paid in capital
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124,678 | 122,053 | |||
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Deficit
accumulated during the pre-exploration stage
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(81,024) | (32,531) | |||
| 53,594 | 99,222 | ||||
| $ | 62,641 | $ | 103,584 | ||
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Ability to continue
as going concern - Note 3
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Commitments
and contingencies - Note 7
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SEE
ACCOMPANYING NOTES
JEDEDIAH RESOURCES CORP.
(A
Pre-exploration Stage Company)
INTERIM
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
for the
three months ended December 31, 2008 and the period
July 21,
2008 (Date of Inception) to December 31, 2008
(Stated
in US Dollars)
(Unaudited)
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Three
Months Ended
December 31,
2008
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July
21, 2008
(Date of Inception) to December 31,
2008
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Expenses
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Accounting and audit
fees
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$ | 16,637 | $ | 17,387 | |
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Bank charges
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173 | 208 | |||
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Foreign exchange
loss
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263 | 263 | |||
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Legal fees
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15,223 | 18,735 | |||
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Management fees – Note
5
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3,000 | 5,234 | |||
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Mineral property option
costs
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1,850 | 1,850 | |||
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Mineral property exploration
costs
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10,077 | 10,077 | |||
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Stock based compensation – Note
6
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- | 26,000 | |||
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Transfer agent and filing
fees
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1,000 | 1,000 | |||
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Travel
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270 | 270 | |||
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Net
loss and comprehensive loss for the period
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$ | (48,493) | $ | (81,024) | |
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Basic
and diluted loss per share
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$ | (0.00) | |||
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Weighted
average number of shares outstanding
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9,864,348 | ||||
JEDEDIAH RESOURCES CORP.
(A
Pre-exploration Stage Company)
INTERIM
CONSOLIDATED STATEMENTS OF CASH FLOWS
for the
three months ended December 31, 2008 and the period
from July
21, 2008 (Date of Inception) to December 31, 2008
(Stated
in US Dollars)
(Unaudited)
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Three
Months Ended
December 31,
2008
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July
21, 2008
(Date of Inception) to
December 31,
2008
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Cash
Flows used in Operating Activities
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Net loss for the
period
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$ | (48,493) | $ | (81,024) | |
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Adjustment
to reconcile net loss to net cash used in operating
activities:
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Stock
based compensation
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- | 26,000 | |||
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Change in non-cash working
capital items:
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Prepaid
expenses
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(3,160) | (3,160) | |||
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Accounts
payable and accrued liabilities
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4,685 | 9,047 | |||
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Net
cash used in operating activities
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(46,968) | (49,137) | |||
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Cash
Flows from Financing Activities
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Capital stock
issued
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2,865 | 163,618 | |||
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Capital stock returned to
treasury
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- | (55,000) | |||
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Net
cash provided by financing activities
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2,865 | 108,618 | |||
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(Decrease)
increase in cash during the period
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(44,103) | 59,481 | |||
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Cash,
beginning of the period
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103,584 | - | |||
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Cash,
end of the period
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$ | 59,481 | $ | 59,481 | |
SEE
ACCOMPANYING NOTES
JEDEDIAH RESOURCES CORP.
(A
Pre-exploration Stage Company)
INTERIM
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
for the
period from July 21, 2008 (Date of Inception) to December 31, 2008
(Stated
in US Dollars)
(Unaudited)
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Common
Shares
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Additional
Paid In
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Deficit
Accumulated
During the
Pre-exploration
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Number
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Cash
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Capital
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Stage
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Total
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Capital
stock issued for
cash
– at $0.01
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5,500,000 | $ | 5,500 | $ | 49,500 | $ | - | $ | 55,000 | |||||
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Capital
stock returned to treasury for cancellation on rescission of
subscription – Note 6
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(5,500,000) | (5,500) | (49,500) | - | (55,000) | |||||||||
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Capital
stock issued for
cash
– at $0.0095
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5,500,000 | 5,500 | 46,746 | - | 52,246 | |||||||||
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Stock-based
compensation for shares issued on discount (Note
6)
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- | - | 26,000 | - | 26,000 | |||||||||
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Capital
stock issued for
cash –
at $0.014
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4,200,000 | 4,200 | 55,007 | - | 59,207 | |||||||||
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Less:
commission
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- | - | (5,700) | - | (5,700) | |||||||||
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Net
loss for the period
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- | - | - | (32,531) | (32,531) | |||||||||
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Balance,
September 30, 2008
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9,700,000 | 9,700 | 122,053 | (32,531) | 99,222 | |||||||||
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Capital
stock issued for cash – Note
6 –
at $0.0119
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240,000 | 240 | 2,625 | - | 2,865 | |||||||||
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Net
loss for the period
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- | - | - | (48,493) | (48,493) | |||||||||
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Balance,
December 31, 2008
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9,940,000 | $ | 9,940 | $ | 124,678 | $ | (81,024) | $ | 53,594 | |||||
JEDEDIAH RESOURCES CORP.
(A
Pre-exploration Stage Company)
NOTES TO
THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS
December
31, 2008
(Stated
in US Dollars)
(Unaudited)
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Note
1.
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Basis of
Presentation
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While
the information presented in the accompanying December 31, 2008 interim
consolidated financial statements is unaudited, it includes all
adjustments which are, in the opinion of management, necessary to present
fairly the financial position, results of operations and cash flows for
the interim period presented in accordance with the accounting principles
generally accepted in the United States of America. In the
opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been
included and all such adjustments are of a normal recurring
nature. These consolidated financial statements should be read
in conjunction with the Company’s September 30, 2008 audited financial
statements.
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Operating
results for the three months ended December 31, 2008 are not necessarily
indicative of the results that can be expected for the year ending
September 30, 2009.
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Note
2
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Nature of
Operations
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The
Company was incorporated in the state of Nevada, United States of America on
July 21, 2008. The Company is a pre-exploration stage company and was
formed for the purpose of acquiring exploration and development stage mineral
properties. The Company’s year-end is September 30.
The
Company intends on locating and exploring mineral properties in Canada and has
not yet determined the existence of economically recoverable
reserves. The recoverability of amounts incurred on its mineral
property is dependent upon the existence of economically recoverable reserves in
its mineral property, confirmation of the Company’s interest in the underlying
mineral claims, the ability of the Company to obtain the necessary financing to
complete their development, and the attainment and maintenance of future
profitable production or disposition thereof.
Comparative
figures for the three months ended December 31, 2007 are not presented as the
Company was incorporated on July 21, 2008
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Note
3
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Ability to Continue as
a Going Concern
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These
financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which
assumes that the Company will be able to meet its obligations and continue
its operations for its next fiscal year. Realization values may
be substantially different from carrying values as shown and these
financial statements do not give effect to adjustments that would be
necessary to the carrying values and classification of assets and
liabilities should the Company be unable to continue as a going
concern. The Company’s ability to continue as a going concern
is dependent upon its ability to generate future profitable operations
and/or to obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they come
due.
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Jedediah
Resources Corp.
(A
Pre-Exploration Stage Company)
Notes to
the Consolidated Financial Statements
December
31, 2008
(Stated
in US Dollars)
(Unaudited)
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Note
4
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Summary
of Significant Accounting Policies
Principles of
Consolidation
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These
consolidated financial statements include the accounts of the Company and
JRE Exploration Ltd., a wholly owned subsidiary incorporated in Canada on
October 1, 2008. All significant inter-company transactions and
balances have been eliminated.
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New Accounting
Pronouncements
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In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework
for measuring fair value in accordance with generally accepted accounting
principles, and expands disclosures about fair value measurements. The
provisions of SFAS 157 are effective for fiscal years beginning after
November 15, 2007. There was no impact on the Company’s quarterly
financial statements resulting from adoption of this new
standard.
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In
February 2007, FASB issued FASB Statement No. 159, "The Fair Value Option
for Financial Assets and Financial Liabilities". FASB 159 is effective for
fiscal years beginning after November 15, 2007. FASB 159 allows entities
to choose, at specified election dates, to measure eligible financial
assets and liabilities at fair value that are not otherwise required to be
measured at fair value. If a company elects the fair value option for an
eligible item, changes in that item's fair value in subsequent
reporting periods must be recognized in current earnings.
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In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 141 (revised 2007), Business Combinations (“SFAS No. 141R”). This
standard replaces SFAS141 and establishes principles and requirements for
an acquirer, recognizes and measures in its financial statement the
identifiable assets acquired and liabilities assumed, any non-controlling
interest in the acquiree, and the goodwill acquired. This standard also
establishes disclosure requirements which will enable users to evaluate
the nature and financial effects of the business combination. This
standard is effective for financial statements issued for fiscal years
beginning after December 15, 2008. The Company is currently
evaluating the impact of this
statement.
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Jedediah
Resources Corp.
(A
Pre-Exploration Stage Company)
Notes to
the Consolidated Financial Statements
December
31, 2008
(Stated
in US Dollars)
(Unaudited)
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Note
4
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Summary
of Significant Accounting Policies – cont’d
New
Accounting Pronouncements – cont’d
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In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 160, Non controlling Interests In Consolidated Financial
Statements – an amendment to ARB No.51 (“SFAS No. 160”). This standard
Amends ARB 51 to establish accounting and reporting standards for a non-
controlling interest in a subsidiary and for deconsolidation of a
subsidiary. This standard applies prospectively to business combinations
for which the acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15, 2008. This
standard may not be applied before that date. The Company is currently
evaluating the impact of this
statement.
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In
March 2008, the FASB issued SFAS 161 “Disclosures about Derivative
Instruments and Hedging Activities – an amendment of SFAS 133. This
Statement requires enhanced disclosures about an entity’s derivative and
hedging activities and thereby improves the transparency of financial
reporting. This Statement is effective for financial statements issued for
fiscal years and interim periods beginning after November 15, 2008, with
early application encouraged. This Statement encourages, but does not
require, comparative disclosures for earlier periods at initial adoption.
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.
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In
June 2008, the FASB ratified EITF Issue No. 07-5, Determining Whether an
Instrument (or an Embedded Feature) is Indexed to an Entity’s Own
Stock (“EITF 07-5”). EITF 07-5 provides that an entity should
use a two step approach to evaluate whether an equity-linked financial
instrument (or embedded feature) is indexed to its own stock, including
evaluating the instrument’s contingent exercise and settlement provisions.
It also clarifies on the impact of foreign currency denominated strike
prices and market-based employee stock option valuation instruments on the
evaluation. EITF 07-5 is effective for fiscal years beginning after
December 15, 2008. The Company is currently assessing the impact, if any,
on its consolidated financial position and results of
operations.
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In
December 2008, the FASB issued FSP FAS140-4 and FIN 46(R)-8, “Disclosures
by Public Entities (Enterprises) about Transfers of Financial Assets and
Interests in Variable Interest Entities.” This disclosure-only FSP
improves the transparency of transfers of financial assets and an
enterprise’s involvement with variable interest entities, including
qualifying special-purpose entities. This FSP is effective for the first
reporting period (interim or annual) ending after December 15, 2008, with
earlier application encouraged. We do not expect the adoption of the FSP
will have any impact on our results of
operations.
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Jedediah
Resources Corp.
(A
Pre-Exploration Stage Company)
Notes to
the Consolidated Financial Statements
December
31, 2008
(Stated
in US Dollars)
(Unaudited)
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Note
5
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Related Party
Transactions
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As at
December 31, 2008, accounts payable and accrued liabilities include $1,000
(September 30, 2008 - $100) due to the past president.
During
the three months ended December 31, 2008, the Company incurred $3,000 of
management fees charged by the Company’s president.
Note
6 Capital
Stock
a) Authorized:
10,000,000
preferred shares with a par value of $0.001.
90,000,000
common shares with a par value of $0.001.
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b)
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Issued:
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On
August 6, 2008, the Company issued 5,500,000 common shares to the
Company’s president at $0.01 per share for total proceeds of
$55,000.
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On
September 22, 2008, the incumbent president resigned as both an officer and
director and a new president and director was appointed. At the
request of the departing president, the Company’s board of directors rescinded
his share subscription for 5,500,000 common shares and repaid the subscription
proceeds of $55,000.
On
September 22, 2008, the Company issued 5,500,000 common shares to the Company’s
new president at $0.0095 (CDN$0.01) per share for total proceeds of $52,246
(CDN$55,000). The subscription agreement permitted the Company to accept
US$55,000 or CDN$55,000 in full settlement of the share
subscription. The share subscription was settled in Canadian
dollars. The Company recorded compensation expense of $26,000 for the
issuance of these shares based on the excess of the fair value of the shares
over the consideration received for these shares.
On
September 22, 2008, the Company issued 3,960,000 common shares at $0.014
(CDN$0.015) per share for total proceeds of $55,740 (CDN$59,400) pursuant to a
private placement. On September 30, 2008, the Company issued 240,000
common shares at $0.014 (CDN$0.015) per share for total proceeds of $3,467
(CDN$3,600) pursuant to a private placement. The Company paid a
commission of $5,700 for net proceeds of $53,507 for these private
placements.
On
October 29, 2008, the Company issued 240,000 common shares at $0.0119
(CDN$0.015) per share for total proceeds of $2,865 (CDN$3,600) pursuant to a
private placement.
Jedediah
Resources Corp.
(A
Pre-Exploration Stage Company)
Notes to
the Consolidated Financial Statements
December
31, 2008
(Stated
in US Dollars)
(Unaudited)
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Note
7
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Commitments
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a)
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On
October 1, 2008, the Company entered into a Corporate Management Services
Agreement with a Company wholly owned by the Company’s president for
$1,000 per month plus expenses for services rendered. The
agreement may be terminated by either party upon 30 days written
notice.
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b)
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On
October 6, 2008, the Company’s wholly owned subsidiary, JRE Exploration
Ltd. (“JRE”), entered into a property option agreement whereby JRE was
granted an option to earn up to an 85% interest in one mineral claim (the
“Bragg” claim) consisting of 594.1 hectares located in the Omineca Mining
Division of British Columbia. The option agreement is
denominated in Canadian dollars. Consideration for the option
is cash payments totalling $7,578 (CDN$9,000) and aggregate exploration
expenditures of $152,860 (CDN$186,000) as
follows:
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i)
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Cash
payments:
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·
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$1,850
(CDN$2,000) upon execution of the Option agreement
(paid);
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·
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$1,637
(CDN$2,000) on or before October 31,
2009;
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·
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$4,092
(CDN$5,000) on or before October 31,
2010.
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ii)
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Exploration
expenditures of $12,930 (CDN$15,000) on or before October 31, 2009,
$23,568 (CDN$28,000) in aggregate on or before October 31, 2010; $152,860
(CDN$186,000) in aggregate on or before October 31,
2011.
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Upon
earning its 85% interest in the option, the Company shall enter into a joint
venture agreement to develop and operate the property.
As at
December 31, 2008, the Company had incurred, via the operator, exploration
expenditures aggregating $10,077 (CDN$11,513) and had advanced $3,160
(CDN$4,287) to the operator.
Item 2. Management’s Discussion and
Analysis of Financial Condition and Results of Operations
Forward-Looking
Statements
Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934. These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. We intend
such forward-looking statements to be covered by the safe-harbor provisions for
forward-looking statements contained in the Private Securities Litigation Reform
Act of 1995, and are including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a
material adverse affect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions,
legislative/regulatory changes, availability of capital, interest rates,
competition, and generally accepted accounting principles. These risks and
uncertainties should also be considered in evaluating forward-looking statements
and undue reliance should not be placed on such statements. We
undertake no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise. Further information concerning our business, including
additional factors that could materially affect our financial results, is
included herein and in our other filings with the SEC.
Overview
and Plan of Operation
We were
incorporated on July 21, 2008, under the laws of the state of
Nevada. We hold an option to acquire an 85% interest in the Bragg
claim, located in the Omineca district of central British Columbia,
Canada. Mr. Ola Juvkam-Wold is our President, CEO, Secretary,
Treasurer, and sole director.
Our
business plan is to proceed with the exploration of the Bragg claim to determine
whether there are commercially exploitable reserves of gold or other metals on
the claim. We intend to proceed with the initial exploration program
as recommended by our consulting geologist. Phase I of the recommended
geological program will cost a total of approximately $13,050. We had $53,594 in
working capital as of December 31, 2008. Our plan of operations for
the following twelve months is to complete Phase I of the recommended
exploration program on the Bragg Claim and begin Phase II.
Phase I
consists of on-site surface reconnaissance, mapping, sampling, and geochemical
analyses. This phase of the program will cost approximately
$13,050. The field work of this phase is completed and we expect the
Geological Summary Report in the first quarter of 2009. The final Geological
Report of Phase I will cost us approximately $870. In the next 12 months, we
also anticipate spending approximately $16,500 on administrative expenses,
including fees payable in connection with complying with our SEC reporting
obligations, and approximately $12,000 to 1202503 Alberta Ltd. (“503 Alberta”),
a company owned 100% by our President, Mr. Juvkam-Wold, in accordance with a
Corporate Management Services Agreement between us and 503 Alberta.
Thus,
total expenditures over the next 12 months are therefore expected to be
approximately $42,420.
Once we
receive the analyses of our Phase I exploration program, our board of directors,
in consultation with our consulting geologist will assess whether to proceed
with additional mineral exploration programs. In making this
determination to proceed with a further exploration, we will make an assessment
as to whether the results of the initial program are sufficiently positive to
enable us to proceed. This assessment will include an evaluation of
our cash reserves after the completion of the initial exploration, the price of
minerals, and the market for the financing of mineral exploration projects at
the time of our assessment.
In the
event our board of directors, in consultation with our consulting geologist,
chooses to conduct the Phase II mineral exploration program beyond the initial
program, we have sufficient funding on hand to do so. While we have sufficient
funds on hand to cover the currently planned Phase I and Phase II exploration
costs, we will require additional funding in order to undertake further
exploration programs on the Bragg claim and to cover all of our anticipated
administrative expenses.
Phase
II would entail permits, further sampling and geochemical analyses based on the
outcome of the Phase I exploration program. The Phase II program will
cost approximately $11,300. We anticipate commencing this phase in
the Fall of 2009.
The
budget for Phase III of our exploration program is tentative in nature as the
actual exploration program to be undertaken will depend upon the outcomes of the
Phase I and Phase II exploration programs. Phase III of our exploration program,
if undertaken, may commence in the spring or early summer of 2010, and will
consist of further sampling and assaying, and the diamond drilling and drill
core sampling of three, 770 foot holes. It is currently estimated that Phase III
will cost approximately $137,400.
In the
event that exploration programs beyond our planned Phase II program are
undertaken on the Bragg Claim, we anticipate that additional funding will be
required in the form of equity financing from the sale of our common stock and
from loans from our director. We cannot provide investors with any
assurance, however, that we will be able to raise sufficient funding from the
sale of our common stock to fund all of our anticipated expenses. We
do not have any arrangements in place for any future equity
financing. We believe that outside debt financing will not be an
alternative for funding exploration programs on the Bragg Claim. The risky
nature of this enterprise and lack of tangible assets other than our mineral
claim places debt financing beyond the credit-worthiness required by most banks
or typical investors of corporate debt until such time as an economically viable
mine can be demonstrated. The existence of commercially exploitable mineral
deposits in the Bragg Claim is unknown at the present time and we will not be
able to ascertain such information until we receive and evaluate the results of
our exploration program.
In the
event the results of our initial exploration program prove not to be
sufficiently positive to proceed with further exploration on the Bragg claim, we
intend to seek out and acquire interests in additional mineral exploration
properties which, in the opinion of our consulting geologist, offer attractive
mineral exploration opportunities. Presently, we have not given any
consideration to the acquisition of other exploration properties because we have
not yet commenced our initial exploration program and have not received any
results.
During
this exploration stage Mr. Juvkam-Wold, our President, will only be devoting
approximately five to ten hours per week of his time to our
business. We do not foresee this limited involvement as negatively
impacting our company over the next twelve months as all exploratory work is
being performed by outside consultants. If, however, the demands of
our business require more business time of Mr. Juvkam-Wold for activities such
as raising additional capital or addressing unforeseen issues with regard to our
exploration efforts, he is prepared to devote more time to our business.
However, he may not be able to devote sufficient time to the management of our
business, as and when needed.
We do not
intend to purchase any significant equipment for the next twelve
months.
Results
of Operations for the Three Months Ended December 31, 2008 and Period from July
21, 2008 (Date of Inception) until December 31, 2008
We
generated no revenue for the period from July 21, 2008 (Date of Inception) until
December 31, 2008. We do not anticipate earning revenues until such time that we
exercise our option and enter into commercial production of the Bragg
Claim. We have recently begun the exploration stage of our business
and we can provide no assurance that we will discover commercially exploitable
levels of mineral resources on the Bragg Claim, or if such resources are
discovered, that we will enter into commercial production or if commercial
production commences, that commercial production will be
profitable.
We
incurred operating expenses in the amount of $48,493 for the three months ended
December 31, 2008. These operating expenses consisted primarily of accounting
and audit expenses of $16,637, legal fees of $15,223, and mineral property
exploration payments of $10,077. We incurred operating expenses in
the amount of $81,024for the period from July 21, 2008 (Date of Inception)
through December 31, 2008. These operating expenses consisted primarily of
expenses for stock based compensation of $26,000, accounting and audit expenses
of $17,387, legal fees of $18,735, and mineral property exploration payments of
$10,077.
We
anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to undertaking our
geological exploration program and the professional fees that we will incur in
connection with becoming a reporting company under the Securities Exchange Act
of 1934.
We
recorded a net loss of $48,493 for the three months ended December 31, 2008, and
81,024 for the period from July 21, 2008 (Date of Inception) until December 31,
2008.
Liquidity
and Capital Resources
As of
December 31, 2008, we had total current assets of $62,641. We had
$9,047 in current liabilities as of December 31, 2008. Thus, we had working
capital of $53,594 as of December 31, 2008.
We have
not attained profitable operations and are dependent upon obtaining financing to
pursue significant exploration activities beyond those planned for the current
fiscal year. For these reasons, our auditors stated in their report
that they have substantial doubt we will be able to continue as a going
concern.
Off
Balance Sheet Arrangements
As of
December 31, 2008, there were no off balance sheet arrangements.
Going
Concern
Our
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles applicable to a going concern, which
assumes that we will be able to meet our obligations and continue our operations
for the next fiscal year. Realization values may be substantially
different from carrying values as shown and these consolidated financial
statements do not give effect to adjustments that would be necessary to the
carrying values and classification of assets and liabilities should we be unable
to continue as a going concern. Our ability to continue as a going
concern is dependent upon our ability to generate future profitable operations
and/or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come
due.
Item 3. Quantitative and Qualitative
Disclosures About Market Risk
A smaller
reporting company is not required to provide the information required by this
Item.
Item 4T. Controls and
Procedures
We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of December 31, 2008. This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and our Chief Financial Officer, Mr. Ola Juvkam-Wold. Based
upon that evaluation, our Chief Executive Officer and Chief Financial Officer
concluded that, as of December 31, 2008, our disclosure controls and procedures
are effective. There have been no changes in our internal controls
over financial reporting during the quarter ended December 31,
2008.
Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
Limitations on the
Effectiveness of Internal Controls
Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level. Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within the Company have been detected. These inherent
limitations 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 the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
PART
II – OTHER INFORMATION
Item 1. Legal Proceedings
We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
Item 1A: Risk Factors
A smaller
reporting company is not required to provide the information required by this
Item.
Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
On
December 23, 2008, the registration statement filed on Form S-1 (Commission file
number 333-156091) was declared effective by the SEC. This offering has
commenced and is ongoing. This registration statement registered 3,108,000
shares of Common Stock on behalf of certain selling shareholders of the company.
We will not receive any proceeds from this offering and have not made any
arrangements for the sale of these securities.
Item 3. Defaults upon Senior
Securities
None
Item 4. Submission of Matters to a Vote
of Security Holders
No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the quarterly period ended December
31, 2008.
Item 5. Other Information
None
Item 6. Exhibits
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Exhibit
Number
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Description
of Exhibit
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SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Jedediah
Resources Corp.
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Date:
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February
13, 2009
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By: /s/
Ola Juvkam-Wold
Ola
Juvkam-Wold
Title: Chief
Executive Officer and
Director
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