Idaho Copper Corp - Quarter Report: 2008 March (Form 10-Q)

(Mark One)

For the quarterly period ended       March 31, 2008      

For the transition period from ___________ to ___________

Commission file number       333-108715      

(972) 726-9203
______________________________________________________________
(Registrant's telephone number, including area code)

______________________________________________________________
(Former name, former address, and former fiscal year, if changed since last report)

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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 ¨   No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 3,500,000 shares of Common Stock, par value $0.001 per share, issued and outstanding on May 15, 2008.

TABLE OF CONTENTS

See accompanying notes.

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See accompanying notes.

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G2 VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 2008
AND THE PERIOD SEPTEMBER 26, 2002 (INCEPTION) THROUGH
MARCH 31, 2008
(UNAUDITED)

See accompanying notes.

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See accompanying notes.

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G2 VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements of G2 Ventures, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with the instructions to Form 10-Q and Regulation S-X for the three month periods ended March 31, 2008 and 2007 and reflect, in the opinion of management, all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the results for such periods. The foregoing financial statements do not include all information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to financial statements for the year ended December 31, 2007 included in the Company's Form S-1/A filed with the Securities and Exchange Commission. The interim unaudited financial statements should be read in conjunction with the annual financial statements and accompanying notes. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results that may be expected for the year ending December 31, 2008.

2. RELATED PARTIES

During the periods ended March 31, 2008 and 2007 and the period September 26, 2002 (inception) through March 31, 2008, the Company received cash operating advances of $10,610, 10,702, and $121,359 respectively, from the major stockholder of the Company and made repayments of $0, 0, and $1,000, respectively. The advances are non-interest bearing, unsecured and due upon demand as funds are available. During the period September 26, 2002 (inception) through December 31, 2002, $17,796 of the advances were forgiven by the stockholder as additional paid in capital.

We urge you to read the following discussion in conjunction with our financial statements and the notes thereto included elsewhere herein.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Our prospects are subject to uncertainties and risks. In this Quarterly Report on Form 10-Q, we make forward-looking statements in this Item 2 and elsewhere that also involve substantial uncertainties and risks. These forward-looking statements are based upon our current expectations, estimates and projections about our business and our industry, and reflect our beliefs and assumptions based upon information available to us at the date of this report. In some cases, you can identify these statements by words such as "if," "may," "might," "will, "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "continue," and other similar terms. These forward-looking statements include, among other things, projections of our future financial performance and our anticipated growth, descriptions of our strategies, our product and market development plans, the trends we anticipate in our business and the market in which we operate, and the competitive nature and anticipated growth of the market.

We caution readers that forward-looking statements are predictions based on our current expectations about future events. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that are difficult to predict. Our actual results, performance or achievements could differ materially from those expressed or implied by the forward-looking statements as a result of a number of factors, including but not limited to the risks and uncertainties discussed in our other filings with the SEC. We undertake no obligation to revise or update any forward-looking statement for any reason.

Overview

We are a thinly capitalized independent record label that has entered into Exclusive Recording Artist Agreements with two musical artists. We intend to raise capital though our current initial public offering (the "IPO") to continue pursuit of our business plans to (1) produce and create master recordings of the artists' work we have under contract, and (2) either sell or license the recordings to established record labels for distribution. If we are successful in marketing our artists' master recordings, we intend to produce and create additional master recordings for them and to use our track record to solicit additional artists to enter into exclusive contracts for similar recording and management purposes.

Historical Sources of Liquidity

We have historically funded operations primarily from loans advanced by Gust Kepler, our sole officer, director and employee. As of March 31, 2008, Mr. Kepler made loans to the Company (and to G2 Companies, Inc. which were assumed by us in connection with our purchase of its assets) in the aggregate principal amount of $121,359. All of the loans from Mr. Kepler are non-interest bearing, unsecured and due, subject to certain restrictions on use of proceeds from sale of our securities in our IPO, on demand. Mr. Kepler is under no obligation to continue to make loans to the Company to fund its operations. As of March 31, 2008, Mr. Kepler has forgiven $17,796 of such advances as additional paid in capital. Mr. Kepler and G2 entered into an Agreement dated September 14, 2006 (the "Kepler Agreement") pursuant to which Mr. Kepler agreed that we must sell all 1,500,000 shares offered in our IPO before he is to be repaid $15,000 of the loans out of the proceeds of this offering. The Kepler Agreement restrictions are only applicable to loan balances outstanding as of the date of the Kepler Agreement.

External Sources of Liquidity

Registration of our IPO became effective on May 13, 2008. In our IPO we are offering a minimum of 1,200,000 and a maximum of 1,500,000 shares of common stock on a self-underwritten basis. Proceeds from the IPO will be $120,000 if we sell only the minimum amount and $150,000 if we sell the maximum amount offered. In the event that we successfully complete our IPO (i.e., sale of either the minimum or maximum amount), Mr. Kepler, our sole officer, director and employee, believes that the net proceeds from our IPO will provide us with sufficient funds to meet our requirements for approximately 12 months following the receipt of offering proceeds. In the event we do not raise proceeds from our IPO, we may be able to raise additional funds for operating expenses through loans from Gust Kepler, our sole officer, director and employee. However, there is no guaranty that Mr. Kepler will continue to make such loans. In the event that we do not successfully complete our IPO and are unable to secure loans from Mr. Kepler, we may be unable to continue operations.

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Internal Sources of Liquidity

Depending on the success of our IPO, we expect to generate revenues from royalties derived from licensing or distribution agreements covering the reproduction, marketing and sale of the master recordings produced by us under our Exclusive Recording Artist Agreements. We also expect to generate revenues from management fees under agreements with artists based on payments to them for live performances or other derivative uses of their work, including soundtracks, music videos, sale or license of original music to other artists, or advertisements.

Under our current Exclusive Recording Artist Agreements, we will generally receive between 33 1/3% (for foreign sales) and 80% (for domestic sales) of the total royalty amount generated by master recordings, with our percentage decreasing in relationship to higher royalty rates and advances negotiated with record labels that license the master recordings. Based on current retail pricing of recordings that range between $13.00 and $16.00, we anticipate gross royalties ranging from $0.26 to $1.12 per recording, and our portion of that sum to average between $0.21 to $0.37 per recording.

In addition to royalties to be derived from recordings, we also expect to earn revenues from fees from our current artists, and possibly others, under management contracts. As talent manager, we expect to generate fees ranging from 5% to 15% of the artist's revenues under contracts for live performances, personal appearances and the sale or license of the artist's publishing rights for work recorded by other artists during the term of the agreement. We intend to obtain personal management contracts with any future artists who want us to produce and market their recordings or assist them in arranging or booking live performances.

Material Commitments for Expenditures

Under our current Exclusive Recording Artist Agreements, we are obliged to pay $25,000 to each of our artists as advances for recordings. We intend to pay the $25,000 advances with proceeds from our IPO. In the event that we successfully complete our IPO (i.e., sale of either the minimum or maximum amount), Mr. Kepler, our sole officer, director and employee, believes that the proceeds will provide us with sufficient funds to meet our requirements for approximately 12 months following the receipt of offering proceeds.

Registration of our IPO became effective on May 13, 2008. Certain proceeds from the IPO will be used to pay recording costs for our artists and the costs of CD reproduction for marketing purposes. Depending on the success of our IPO, we expect to generate revenues from royalties derived from licensing or distribution agreements covering the reproduction, marketing and sale of the master recordings. We also expect to generate revenues from management fees under agreements with the artists based on payments to them for live performances or other derivative uses of their work, including soundtracks, music videos, sale or license of original music to other artists, or advertisements. To date, no recording advances have been made and recording has not commenced due to the Company's inability to raise sufficient capital to fund recording costs.

As of March 31, 2008, the Company's cash assets were $529, which remained unchanged since December 31, 2007. Accounts payable increased $5,929 from $10,100 at December 31, 2008 to $16,029 at March 31, 2008. Stockholder advances also increased from $91,954 at December 31, 2007 to $102,563 at March 31, 2008, reflecting additional loans from Mr. Kepler in the aggregate principal amount of $10,609.

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No revenues were recorded during the three months ended March 31, 2008 and 2007.

Operating expenses during the three months ended March 31, 2008 and 2007 were comprised entirely of general and administrative expenses. Total general and administrative expenses increased by 55% or $5,837 to $16,539 for the three months ended March 31, 2008 from $10,702 for the three months ended March 31, 2007. This increase is due to the increase fees for legal services, accounting services, and financial printing services incurred in connection with our IPO.

We have no off-balance sheet arrangements.

Our company is a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act and, as such, is not required to provide the information required under this item.

Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms and is accumulated and communicated to Gust Kepler, our sole officer, director and employee, as appropriate, in order to allow timely decisions in connection with required disclosure.

Evaluation of Disclosure Controls and Procedures

Mr. Kepler, our sole officer, director and employee, has evaluated the effectiveness of the design and operation of our company's disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act) as of the end of the period covered by this quarterly report. Based on such evaluation, he has concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that the company files and submits under the Exchange Act is recorded, processed, summarized and reported, as and when required.

Changes in Internal Controls

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(1)

Incorporated by reference from exhibit 10.1 to G2 Ventures Inc.'s Registration Statement on Form S-1 (Amendment No. 10 to Registration Statement originally filed on Form SB-2), filed April 4, 2008 (Registration No. 333-108715).

(2)

Filed herewith

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Pursuant to the requirements 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.