Idaho Copper Corp - Quarter Report: 2010 June (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended June 30, 2010

For the transition period from              to             

Commission File No. 333-108715

G2 VENTURES, INC.

(Exact Name of Small Business Issuer as Specified in Its Charter)

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    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.

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  ¨    No  ¨

The number of shares outstanding of the Issuer’s Common Stock as of July 26, 2010 was 4,784,574.

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PART I - FINANCIAL INFORMATION

In the opinion of management, the accompanying unaudited financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

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G2 VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

The accompanying footnotes are an integral part of these financial statements.

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G2 VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED STATEMENTS OF OPERATIONS

FOR THREE AND SIX MONTHS ENDED JUNE 30, 2010 AND 2009 AND

FOR THE PERIOD FROM SEPTEMBER 26, 2002 (INCEPTION) THROUGH JUNE 30, 2010

The accompanying footnotes are an integral part of these financial statements.

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G2 VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED STATEMENT OF STOCKHOLDERS’ DEFICIT

FOR THE PERIOD FROM SEPTEMBER 26, 2002 (INCEPTION) THROUGH JUNE 30, 2010

The accompanying footnotes are an integral part of these financial statements.

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G2 VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

UNAUDITED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2010 AND 2009

FOR THE PERIOD FROM SEPTEMBER 26, 2002 (INCEPTION) THROUGH JUNE 30, 2010

The accompanying footnotes are an integral part of these financial statements.

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G2 VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE A– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and business

G2 Ventures, Inc. (the “Company”) was formed as a Texas corporation on March 21, 2003. We were formed to acquire most of the assets and certain liabilities of and succeed the business of G2 Companies, Inc., (formerly Hartland Investment, Inc.), as an independent recording company and artist management company.

On April 1, 2003, we acquired the business, most of the assets and assumed liabilities of G2 Companies, Inc., a music recording and production company. At the time of such acquisition, Gust Kepler, who serves as our principal shareholder, sole officer, employee and sole director, also served as an officer, director and the sole shareholder of G2 Companies, Inc., the seller. The acquisition of assets and the assumption of liabilities from G2 Companies, Inc. were not conducted at “arm’s length” due to Mr. Kepler’s interest in both companies.

We are currently a development stage music recording, production and artist management company that has had limited operations to date, primarily due to our inability to raise sufficient capital. We are a thinly capitalized independent record label that has previously entered into Exclusive Recording Artist Agreements (“Recording Agreements”) with two musical artists. Those Recording Agreements subsequently expired and were not renewed. We plan to continue the pursuit of our business plan to (i) produce and create master recordings of artists' work we have under contract and (ii) either sell or license the recordings to established record labels for distribution. If we are successful in marketing an artists' master recordings, we intend to produce and create additional master recordings for them and use this accomplishment to entice additional artists to enter into similar recording agreements.

Basis of presentation and going concern uncertainty

The financial statements of the Company have been prepared in conformity with generally accepted accounting principles in the United States of America, and assume that the Company will continue as a going concern. The Company is a development stage company and as such has incurred net operating losses of $312,557 since inception (September 26, 2002). Due to the start-up nature of the Company's business, the Company expects to incur losses as it expands. To date, the Company's cash flow requirements have been primarily met with funds raised through shareholder loans and a private placement of its equity. There is no assurance that such additional funds will be available for the Company to finance its operations should the Company be unable to realize profitable operations. These conditions, among others, give rise to substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation.

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G2 VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

NOTE A– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements

During 2009, the Company adopted the Financial Accounting Standards Board (FASB) ASC Topic 105 (previously FASB Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles). ASC Topic 105 establishes the ASC as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America.

During the six months ended June 30, 2010, there were several new accounting pronouncements issued by the FASB the most recent of which was Accounting Standards Update 2010-19, Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. Each of these pronouncements, as applicable, has been or will be adopted by the Company. Management does not believe the adoption of any of these accounting pronouncements has had or will have a material impact on the Company’s financial statements.

Subsequent Events

In preparing the financial statements, the Company has reviewed, as determined necessary by the Company’s management, events that have occurred after June 30, 2010, up until the issuance of the financial statements, which occurred on July 26, 2010.

NOTE B – RELATED PARTIES

During the six months ended June 30, 2010 and 2009, and the period September 26, 2002 (inception) through June 30, 2010, Gust Kepler, the Company’s President and Chief Executive Officer, director, employee, and major stockholder, made advances to the Company of $13,550, $0 and $154,768 respectively, while we made repayments to Mr. Kepler of $823, $0 and $9,323 respectively. The advances are non-interest bearing, unsecured, and due upon demand as funds become available. In 2003, Mr. Kepler forgave $17,796 of the loans which amount was credited to additional paid in capital.

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General

The following discussion and analysis provides information which management of the Company believes to be relevant to an assessment and understanding of the Company’s results of operations and financial condition. This discussion should be read together with the Company’s financial statements and the notes to the financial statements, which are included in this report. This information should also be read in conjunction with the information contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 1, 2010, including the audited financial statements and notes included therein. The reported results will not necessarily reflect future results of operations or financial condition.

Caution Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements”, as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project” and similar words or expressions that, by their nature, refer to future events.

In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential,” or “continue,” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements in an effort to conform these statements to actual results.

Overview

G2 Ventures, Inc. (the “Company”) was formed as a Texas corporation on March 21, 2003. We were formed to acquire most of the assets and certain liabilities of and succeed the business of G2 Companies, Inc., (formerly Hartland Investment, Inc.), as an independent recording company and artist management company.

On April 1, 2003, we acquired the business, most of the assets and assumed liabilities of G2 Companies, Inc., a music recording and production company. At the time of such acquisition, Gust Kepler, who serves as our principal shareholder, employee and as a director, also served as an officer, director and sole shareholder of G2 Companies, Inc., the seller. The acquisition of assets and the assumption of liabilities from G2 Companies, Inc. were not conducted at “arm’s length” due to Mr. Kepler’s interest in both companies.

We are currently a development stage music recording, production and artist management company that has had limited operations to date, primarily due to our inability to raise sufficient capital. We are a thinly capitalized independent record label that has previously entered into Exclusive Recording Artist Agreements (“Recording Agreements”) with two musical artists. Those Recording Agreements subsequently expired and were not renewed. We plan to continue the pursuit of our business plan to (i) produce and create master recordings of artists’ work we have under contract and (ii) either sell or license the recordings to established record labels for distribution. If we are successful in marketing an artists’ master recordings, we intend to produce and create additional master recordings for them and use this accomplishment to entice additional artists to enter into similar recording agreements.

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We have a limited operating history and to date have not produced any master recordings. All cash receipts to date have consisted of artist management fees (i.e., securing live performances for performing artists), loans from Gust Kepler (our Chief Executive Officer and President, principal shareholder, director and employee), and proceeds derived from a private offering of our Company’s Common Stock. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to attract new artists, our artists’ ability to write lyrics and music which are popular with the public, our ability to record and sell our artists’ music, and our ability to book artists for live performances.

We expect to fulfill our business plan and generate revenues pursuant to our recording agreements from royalties derived from licensing or distribution agreements covering the reproduction, marketing and sale of the master recordings we produce. We also expect to generate revenues from management fees based on payments received by each artist for (i) live performances, (ii) derivative uses of their work, including soundtracks and music videos, (iii) the sale or license of their original music to other artists, and (iv) advertisements.

On May 13, 2008, through a registered offering, we offered up to 1,500,000 shares of our Common Stock on a self-underwritten basis at a price of $0.10 per share with a minimum offering of 1,200,000 shares and a maximum offering of 1,500,000 shares (the “Offering”). The shares were offered and sold by the Company by Mr. Kepler through December 3, 2008, when the Company terminated the Offering after subscribing 1,284,574 shares and raising an aggregate of $128,457, before costs of the offering. Our Common Stock began trading on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “GTVI” on September 11, 2009.

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Financial Statements and the related notes. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements.

We expect to generate revenues from royalties derived from licensing or distribution agreements covering the reproduction, and from marketing and sale of the master recordings we produce under our Recording Agreements. We also expect to generate revenues from management fees under agreements with our recording artists based on payments received by them for (i) live performances, (ii) derivative uses of their work, including soundtracks and music videos, (iii) the sale or license of their original music to other artists, and (iv) advertisements.

Comparison of Three Month Periods Ended June 30, 2010 and June 30, 2009

No revenues were recorded during the three months ended June 30, 2010 and 2009. Operating expenses during the three month periods ended June 30, 2010 and 2009 were comprised entirely of general and administrative expenses. During the three month period ended June 30, 2010, general and administrative expenses totaled $6,538. Expenses totaling $31,896 were incurred during the same period in 2009. This $25,358 decrease reflects a reduction associated with recording costs of approximately $18,000 and professional fees of approximately $6,000.

Comparison of Six Month Periods Ended June 30, 2010 and June 30, 2009

No revenues were recorded during the six months ended June 30, 2010 and 2009. Operating expenses during the six month periods ended June 30, 2010 and 2009 were comprised entirely of general and administrative expenses. During the six month period ended June 30, 2010, general and administrative expenses totaled $18,674. Expenses totaling $47,432 were incurred during the same period in 2009. This $28,758 decrease reflects a reduction associated with recording costs of approximately $19,000 and professional fees of approximately $10,000.

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Liquidity and Capital Resources

G2 Ventures began its current operations in 2003, and has not yet attained a level of operations which allows it to meet its current overhead. We do not contemplate attaining profitable operations until such time as we are able to have up to four artists under contract, nor is there any assurance that such an operating level can ever be achieved. We will be dependent upon obtaining additional financing in order to adequately fund working capital, infrastructure, production expenses and significant marketing related expenditures to gain market recognition, so that we can achieve a level of revenue adequate to support our cost structure, none of which can be assured. While G2 Ventures has funded its initial operations with private placements of equity and bridge loans, there can be no assurance that adequate financing will continue to be available to us and, if available, on terms that are favorable to us. These factors raise substantial doubt about our ability to continue as a going concern and the accompanying financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should we be unable to continue as a going concern.

As of June 30, 2010, the Company’s cash assets were $1,446 compared to $6,471 at December 31, 2009. Accounts payable decreased $2,078 from $15,836 at December 31, 2009 to $13,758 at June 30, 2010.

Off-Balance Sheet Arrangements

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 Chief Executive Officer and principal financial officer, as appropriate, in order to allow timely decisions in connection with required disclosure.

Evaluation of Disclosure Controls and Procedures

Mr. Kepler, the Company’s President and Chief Executive Officer, and Nicole Kirkwood, the Company’s Treasurer, 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, they have concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that is files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. During the most recently completed three-month period ending June 30, 2010, there has been no significant change in the Company’s internal control over financial reporting that has affected, or is reasonably likely to affect, the Company’s internal control over financial reporting.

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Changes in Internal Control of Financial Reporting

During the three months ended June 30, 2010, there were no significant changes in internal controls of the Company, or other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II - OTHER INFORMATION

None.

None.

None.

None.

On June 1, 2010, Gust Kepler resigned his positions as the Company’s Treasurer and Secretary. Mr. Kepler continues to serve as the Company’s President, Chief Executive Officer, employee and sole director. Upon his resignation, Mr. Kepler appointed Nicole Kirkwood to serve as the Company’s Vice President, Treasurer and Secretary to serve until the next annual meeting of shareholders or until her earlier resignation or termination.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATE: July 26, 2010