Hanjiao Group, Inc. - Quarter Report: 2008 November (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 November 30,
2008
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or
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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 from __________________
to ______________________
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Commission
File Number:
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333-148189
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JUPITER RESOURCES INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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98-0577859
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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408 Royal Street, Imperial, Saskatchewan,
Canada
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S0G 2J0
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(Address
of principal executive offices)
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(Postal
or Zip Code)
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Registrant’s
telephone number, including area code:
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(306)
963-2788
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(Former
name, former address and former fiscal year, if changed since last
report)
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Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
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Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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(Do
not check if a 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).
Yes [X] No [ ]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes [X] No [ ]
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JUPITER
RESOURCES INC.
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||||||||
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(An
Exploration Stage Company)
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||||||||
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Balance
Sheets
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||||||||
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November
30,
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May
31,
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|||||||
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2008
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2008
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|||||||
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(Unaudited)
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(Audited)
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|||||||
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ASSETS
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||||||||
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Current
Assets
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||||||||
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Cash
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$ | 91 | $ | 38 | ||||
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Total
Current Assets
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91 | 38 | ||||||
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Other
assets
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- | - | ||||||
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Total
Assets
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$ | 91 | $ | 38 | ||||
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LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIENCY)
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||||||||
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Current
Liabilities
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||||||||
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Accounts
payable and accrued liabilities
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$ | 16,000 | $ | 12,456 | ||||
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Due
to related party (non-interest bearing, due on demand)
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14,400 | 5,300 | ||||||
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Total
current liabilities
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30,400 | 17,756 | ||||||
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Stockholders'
Equity (Deficiency)
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||||||||
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Common
stock, $0.001 par value;
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||||||||
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authorized
75,000,000 shares,
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||||||||
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issued
and outstanding 7,000,000 and 7,000,000 shares,
respectively
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7,000 | 7,000 | ||||||
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Additional
paid-in capital
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18,000 | 18,000 | ||||||
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Deficit
accumulated during the exploration stage
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(55,309 | ) | (42,718 | ) | ||||
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Total
stockholders' equity (Deficiency)
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(30,309 | ) | (17,718 | ) | ||||
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Total
Liabilities and Stockholders' Equity (Deficiency)
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$ | 91 | $ | 38 | ||||
See
notes to financial statements.
2
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JUPITER
RESOURCES INC.
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||||||||||||||||||||
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(An
Exploration Stage Company)
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||||||||||||||||||||
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Statements
of Operations
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||||||||||||||||||||
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(Unaudited)
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||||||||||||||||||||
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Three
Months Ended November 30, 2008
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Three
Months Ended November 30, 2007
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Six
Months Ended November 30, 2008
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Six
Months Ended November 30, 2007
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Cumulative
from June 15, 2006 (Inception) to November 30, 2008
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||||||||||||||||
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Revenue
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$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
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Total
Revenue
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- | - | - | - | - | |||||||||||||||
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Cost
and expenses
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||||||||||||||||||||
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General
and administrative
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8,997 | 4,445 | 12,591 | 5,266 | 47,809 | |||||||||||||||
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Impairment
of mineral interest acquisition costs
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- | - | - | - | 7,500 | |||||||||||||||
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Total
Costs and Expenses
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8,997 | 4,445 | 12,591 | 5,266 | 55,309 | |||||||||||||||
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Net
Loss
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$ | (8,997 | ) | $ | (4,445 | ) | $ | (12,591 | ) | $ | (5,266 | ) | $ | (55,309 | ) | |||||
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Net
Loss per share
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||||||||||||||||||||
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Basic
and diluted
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$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
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Number
of common shares used to compute net loss per share
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||||||||||||||||||||
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Basic
and Diluted
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7,000,000 | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||||||||
See
notes to financial statements.
3
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JUPITER
RESOURCES INC.
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|||||||||||||||||||||||
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(An
Exploration Stage Company)
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|||||||||||||||||||||||
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Statements
of Stockholders' Equity (Deficiency)
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|||||||||||||||||||||||
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For
the period June 15, 2006 (Inception) to November 30, 2008
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|||||||||||||||||||||||
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Common
Stock, $0.001 Par Value
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Additional
Paid-in Capital
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Deficit
Accumulated During the Exploration Stage
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Total
Stockholders' Equity (Deficiency)
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||||||||||||||||||||
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Shares
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Amount
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||||||||||||||||||||||
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Sales
of Common stock;
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|||||||||||||||||||||||
| - |
March
9, 2007 at $0.001
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5,000,000 | $ | 5,000 | $ | - | $ | - | $ | 5,000 | |||||||||||||
| - |
March
30, 2007 at $0.01
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650,000 | 650 | 5,850 | - | 6,500 | |||||||||||||||||
| - |
April
20, 2007 at $0.01
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200,000 | 200 | 1,800 | - | 2,000 | |||||||||||||||||
| - |
May
17, 2007 at $0.01
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50,000 | 50 | 450 | - | 500 | |||||||||||||||||
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Net
loss for the period June 15, 2006 (inception) to May 31,
2007
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- | - | - | (14,279 | ) | (14,279 | ) | ||||||||||||||||
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Balance,
May 31, 2007
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5,900,000 | 5,900 | 8,100 | (14,279 | ) | (279 | ) | ||||||||||||||||
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Sales
of Common stock;
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|||||||||||||||||||||||
| - |
June
15, 2007 at $0.01
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650,000 | 650 | 5,850 | - | 6,500 | |||||||||||||||||
| - |
June
28, 2007 at $0.01
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450,000 | 450 | 4,050 | - | 4,500 | |||||||||||||||||
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Net
loss for year ended May 31, 2008
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- | - | - | (28,439 | ) | (28,439 | ) | ||||||||||||||||
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Balance,
May 31, 2008
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7,000,000 | $ | 7,000 | $ | 18,000 | $ | (42,718 | ) | $ | (17,718 | ) | ||||||||||||
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Unaudited
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|||||||||||||||||||||||
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Net
loss for the three months ended August 31,2008
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- | - | - | (3,594 | ) | (3,594 | ) | ||||||||||||||||
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Balance,
August 31, 2008
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7,000,000 | $ | 7,000 | $ | 18,000 | $ | (46,312 | ) | $ | (21,312 | ) | ||||||||||||
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Unaudited
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|||||||||||||||||||||||
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Net
loss for the three months ended November 30, 2008
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- | - | - | (8,997 | ) | (8,997 | ) | ||||||||||||||||
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Balance,
November 30, 2008
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7,000,000 | $ | 7,000 | $ | 18,000 | $ | (55,309 | ) | $ | (30,309 | ) | ||||||||||||
See
notes to financial statements.
4
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JUPITER
RESOURCES INC.
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||||||||||||
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(An
Exploration Stage Company)
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||||||||||||
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Statements
of Cash Flows
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||||||||||||
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(Unaudited)
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||||||||||||
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Six
Months Ended November 30, 2008
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Six
Months Ended November 30, 2007
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Period
June 15, 2006 (Inception) to November 30, 2008
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||||||||||
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Cash
Flow from operating activities
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||||||||||||
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Net
loss
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$ | (12,591 | ) | $ | (5,266 | ) | $ | (55,309 | ) | |||
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Adjustments
to reconcile net loss to net cash
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||||||||||||
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provided
by (used for) operating activities:
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||||||||||||
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Impairment
of mineral interest acquisition costs
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- | - | 7,500 | |||||||||
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Changes
in operating assets and liabilities:
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- | |||||||||||
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Accounts
payable and accrued liabilities
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3,544 | (6,000 | ) | 16,000 | ||||||||
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Net
cash provided by (used for) operating activities
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(9,047 | ) | (11,266 | ) | (31,809 | ) | ||||||
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Cash
Flows from Investing Activities
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||||||||||||
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Acquisition
of mineral interest
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- | - | (7,500 | ) | ||||||||
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Net
Cash provided by (used for) investing activities
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- | - | (7,500 | ) | ||||||||
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Cash
Flows from Financing activities
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||||||||||||
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Proceeds
from sales of common stock
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- | 11,000 | 25,000 | |||||||||
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Loans
from related party
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9,100 | - | 14,400 | |||||||||
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Net
cash provided by (used for) financing activities
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9,100 | 11,000 | 39,400 | |||||||||
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Increase
(decrease) in cash
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53 | (266 | ) | 91 | ||||||||
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Cash,
beginning of period
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38 | 5,721 | - | |||||||||
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Cash,
end of period
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$ | 91 | $ | 5,455 | $ | 91 | ||||||
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Supplemental
Disclosures of Cash Flow Information:
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||||||||||||
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Interest
paid
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$ | - | $ | - | $ | - | ||||||
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Income
taxes paid
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$ | - | $ | - | $ | - | ||||||
See
notes to financial statements.
5
JUPITER
RESOURCES INC.
(An
Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
November
30, 2008
(Unaudited)
1. ORGANIZATION
AND BUSINESS OPERATIONS
Jupiter
Resources Inc. (the “Company”) was incorporated in the State of Nevada on June
15, 2006, and that is the inception date. The Company is an Exploration Stage
Company as defined by Statement of Financial Accounting Standards (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 other potential acquisitions in the resource
and non-resource sectors.
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 November 30, 2008, the Company has accumulated losses of $55,309 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. INTERIM
FINANCIAL INFORMATION
The
unaudited financial statements as of November 30, 2008 and for the three and six
months ended November 30, 2008 and 2007 and for the period June 15, 2006
(inception) to November 30, 2008 have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with instructions to Form 10-Q. In the opinion of
management, the unaudited financial statements have been prepared on the same
basis as the annual financial statements and reflect all adjustments, which
include only normal recurring adjustments, necessary to present fairly the
financial position as of November 30, 2008 and the results of operations and
cash flows for the periods then ended. The financial data and other information
disclosed in these notes to the interim financial statements relating to these
periods are unaudited. The results for the six month period ended November 30,
2008 are not necessarily indicative of the results to be expected for any
subsequent quarter of the entire year ending May 31, 2009. The balance sheet at
May 31, 2008 has been derived from the audited financial statements at that
date.
Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States have been condensed or omitted pursuant to the Securities and
Exchange Commission's rules and regulations. These unaudited financial
statements should be read in conjunction with our audited financial statements
and notes thereto for the year ended May 31, 2008 as included in our Form 10-KSB
filed with the Securities and Exchange Commission on August 27,
2008.
3. MINERAL
INTEREST
On March
27, 2007, the Company acquired a 100% interest in one mineral claim located in
British Columbia for total consideration of $7,500.
6
JUPITER
RESOURCES INC.
(An
Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
November
30, 2008
(Unaudited)
3. MINERAL
INTEREST (Continued)
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 May
14, 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 March
9, 2007, the Company sold 5,000,000 shares of common stock to a director at a
price of $0.001 per share for cash proceeds of $5,000.
On March
30, 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 April
20, 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 May
17, 2007, the Company sold 50,000 shares of common stock at a price of $0.01 per
share for cash proceeds of $500.
On June
15, 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 June
28, 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.
7
JUPITER
RESOURCES INC.
(An
Exploration Stage Company)
NOTES TO
FINANCIAL STATEMENTS
November
30, 2008
(Unaudited)
5. INCOME
TAXES (Continued)
The
sources of the difference follow:
|
Three
Months Ended
November
30, 2008
|
Period
June 15, 2006 (Inception) to
November
30, 2008
|
|||||||
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Expected
tax at 35%
|
$ | (3,149 | ) | $ | (19,358 | ) | ||
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Increase
in valuation allowance
|
3,149 | 19,358 | ||||||
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Income
tax provision
|
$ | - | $ | - | ||||
Significant
components of the Company’s deferred income tax assets are as
follows:
|
November
30,
2008
|
May
31,
2008
|
|||||||
|
Net
operating loss carryforword
|
$ | 19,358 | $ | 14,952 | ||||
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Valuation
allowance
|
(19,358 | ) | (14,952 | ) | ||||
|
Net
deferred tax assets
|
$ | - | $ | - | ||||
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 $19,358 at November 30, 2008
attributable to the future utilization of the net operating loss carryforward of
$55,309 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, $28,439 in 2028,
and $12,591 in 2029.
Current
United States income tax laws limit the amount of loss available to offset
against future taxable income when a substantial change in ownership occurs.
Therefore, the amount available to offset future taxable income may be
limited.
6. REGISTRATION
STATEMENT
On
December 19, 2007, the Company filed a Registration Statement on Form SB-2 with
the United States Securities and Exchange Commission (“SEC”) to register
2,000,000 shares of common stock for resale by existing stockholders of the
Company at $0.01 per share until the shares are quoted on the OTC Bulletin
Board, and thereafter at prevailing market prices. On January 11, 2008, the
Registration Statement was declared effective by the SEC. The Company will not
receive any proceeds from the resale of shares of common stock by the
shareholders.
A Post
Effective Amendment to the Registration Statement was filed on December 18, 2008
and declared effective by the SEC on December 23, 2008.
8
Forward-Looking
Statements
This Form
10-Q 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. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
On March
27, 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. 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 directors, 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 directors 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
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.
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.
9
Results
of Operations for the Three-Month Period Ended November 30, 2008
We did
not earn any revenues during the three-month period ended November 30,
2008.
We
incurred operating expenses in the amount of $8,997 for the three-month period
ended November 30, 2008. These operating expenses were comprised entirely of
general and administrative expenses.
Results
of Operations for the Three-Month Period Ended November 30, 2007
We did
not earn any revenues during the three-month period ended November 30,
2007.
We
incurred operating expenses in the amount of $4,445 for the three-month period
ended November 30, 2007. These operating expenses were comprised entirely of
general and administrative expenses.
Results
of Operations for the Six-Month Period Ended November 30, 2008
We did
not earn any revenues during the six-month period ended November 30,
2008.
We
incurred operating expenses in the amount of $12,591 for the six-month period
ended November 30, 2008. These operating expenses were comprised entirely of
general and administrative expenses.
Results
of Operations for the Six-Month Period Ended November 30, 2007
We did
not earn any revenues during the six-month period ended November 30,
2007.
We
incurred operating expenses in the amount of $5,266 for the six-month period
ended November 30, 2008. These operating expenses were comprised entirely of
general and administrative expenses.
Results
of Operations from June 15, 2006 (inception) to November 30, 2008
No
revenues were earned during this period.
We
incurred operating expenses in the amount of $55,309 during this period. These
operating expenses were comprised of general and administrative expenses of
$47,809, and expenses related to the mineral property of $7,500.
Item
3. Quantitative and Qualitative Disclosures About Market Risk
Not
applicable.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls
We
evaluated the effectiveness of our disclosure controls and procedures as of
November 30, 2008. 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.
10
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.
PART
II- OTHER INFORMATION
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. Unregistered Sales of Equity Securities and Use of Proceeds
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
(a) Exhibits:
3.1* Articles
of Incorporation
3.2* Bylaws
5.1* Legal
opinion
31.1 Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
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
|
|
·
|
filed
as an exhibit to our registration statement on Form SB-2 dated December
19, 2007.
|
(b) Reports
on Form 8-K
We did not file any current reports on
Form 8-K during the period.
11
SIGNATURES
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.
January
13, 2008
Jupiter
Resources Inc.
/s/ Darcy George
Roney
Darcy
George Roney, President
12