Exhibit 99.1
![[JPTREX991002.JPG]](https://content.edgar-online.com/edgar_conv_img/2007/12/19/0001393905-07-000267_JPTR_EX991.JPG)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
JUPITER RESOURCES INC.
(Exact name of Registrant as specified in its charter)
NEVADA
1000
Pending
(State or other jurisdiction of
incorporation or organization)
(Standard Industrial
Classification)
(IRS Employer Identification
Number)
JUPITER RESOURCES INC.
Noah Kruse, President
Suite 98-1446 West 13 Ave
Vancouver, British Columbia
Canada
V6H 1N9
(Name and address of principal
(Zip Code)
executive offices)
Registrant's telephone number,
including area code:
(604) 537-9788
Fax: (604) 537-3406
Approximate date of commencement of
Proposed sale to the public:
as soon as practicable after the effective date of this
Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following.
[ ]
CALCULATION OF REGISTRATION FEE
TITLE OF
AMOUNT TO
PROPOSED
PROPOSED
AMOUNT OF
EACH CLASS
BE
MAXIMUM
MAXIMUM
REGISTRATION
OF
REGISTERED
OFFERING
AGGREGATE
FEE (2)
SECURITIES
PRICE PER
OFFERING
TO BE
SHARE (1)
PRICE (2)
REGISTERED
Common Stock
2,000,000 shares
$0.01
$20,000
$2.14
(1) Based on the last sales price on June 28, 2007.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION, Dated December 19, 2007
Agent for service of process:
Empire Stock Transfer Inc.
2470 St. Rose Parkway, Suite 304
Henderson, NV 89075
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PROSPECTUS
JUPITER RESOURCES INC.
COMMON STOCK
----------------
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus.
Our common stock is presently not traded on any market or securities exchange.
----------------
The purchase of the securities offered through this prospectus involves a high degree of risk. SEE SECTION ENTITLED “RISK FACTORS ON PAGES 6 – 9.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted .
The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price based upon the price of the last sale of our common stock to investors.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
----------------
The Date of This Prospectus Is: December 19, 2007
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Table Of Contents
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Prospective investors are urged to read this prospectus in its entirety.
We intend to be in the business of mineral property exploration. To date, we have not conducted any exploration on our sole mineral property, the Elton property, located in British Columbia, Canada. We own a 100% interest in the one mineral claim comprising the Elton property. We purchased this claim from Helen Louise Robinson of Vernon, British Columbia for a cash payment of $7,500.
Our objective is to conduct mineral exploration activities on the Elton property in order to assess whether it possesses economic reserves of silver or copper. We have not yet identified any economic mineralization on the property. Our proposed exploration program is designed to search for an economic mineral deposit.
There is currently no public market for our common stock and no certainty that a market will develop. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
We were incorporated on June 15, 2006 under the laws of the state of Nevada. Our principal offices are located at Suite 98-1446 West 13 Avenue, Vancouver, British Columbia, Canada. Our telephone number is 604-537-9788.
The Offering :
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Summary Financial Information
|
Balance Sheet |
August 31, 2007
|
May 31, 2007
|
|
Cash |
$10,695 |
$5,721 |
|
Total Assets |
$10,695 |
$5,721 |
|
Liabilities |
$795 |
$6,000 |
|
Total Stockholders’ Equity |
$9,900 |
$(279) |
Statement Of Loss and Deficit
From Incorporation on June 15, 2006 to August 31, 2007 (unaudited)
|
Revenue |
$0 |
|
Net Loss |
$(15,100) |
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
As of August 31, 2007 we had cash in the amount of $10,695. We currently do not have any operations and we have no income. As well, we will not receive any funds from this registration.
Our business plan calls for significant expenses in connection with the exploration of the Elton property. While we have sufficient funds on hand to conduct the Phase One exploration program on the property, estimated to cost $6,020, we do not have sufficient funds to complete Phase Two of the intended exploration plan, estimated to cost $9,425, and therefore we will need to obtain additional financing in order to complete even this aspect of our business plan. In addition, we may require even more additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the Elton property are greater than anticipated.
We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and may not be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market price for silver, and investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.
The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the Elton property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.
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BECAUSE WE HAVE NOT COMMENCED BUSINESS OPERATIONS, WE FACE A HIGH RISK OF BUSINESS FAILURE.
We have not yet commenced exploration on the Elton property. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on June 15, 2006 and to date have been involved primarily in organizational activities and the acquisition of our mineral property. We have not earned any revenues as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates.
Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the Elton property and the production of minerals from the claims, we will not be able to earn profits or continue operations.
There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail. If we determine that the Elton property does not contain any reserves and that we are unable to complete our business plan with respect to the claims, we intend to acquire an interest or interests in additional mineral claims for exploration purposes. Additional acquisitions will depend upon our ability to raise additional funding through our sale of common stock.
The search for valuable minerals as a business is extremely risky. The likelihood of our mineral claims containing economic mineralization or reserves is extremely remote. Exploration for minerals is a speculative venture necessarily involving substantial risk. In all probability, the Elton property does not contain any reserves and funds that we spend on exploration will be lost. As well, problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED. OUR INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
The Independent Auditor's Report to our audited financial statements for the period ended May 31, 2007 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are that we have incurred losses since our inception, we have not yet been successful in establishing profitable operations, and our dependence upon obtaining adequate financing. If we are not able to continue as a going concern, it is likely investors will lose all of their investment.
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BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION , THERE IS A RISK THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.
The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.
EVEN IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON THE ELTON PROPERTY, WE MAY NOT BE ABLE TO SUCCESSFULLY COMMENCE COMMERCIAL PRODUCTION.
The Elton property does not contain any known bodies of mineralization. If our exploration programs are successful in establishing copper and silver of commercial tonnage and grade, we will require additional funds in order to place the property into commercial production. We may not be able to obtain such financing.
BECAUSE OUR SOLE DIRECTOR OWNS 71.43% OF OUR OUTSTANDING COMMON STOCK, HE WILL HAVE SIGNIFICANT INFLUENCE OVER CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO OTHER MINORITY SHAREHOLDERS.
Our sole director owns approximately 71.43% of the outstanding shares of our common stock. Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. The interests of our director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
Although our director has a fiduciary duty to act in the best interests of the corporation and shareholders in making corporate decisions, he may vote his shares as he wishes in respect of any shareholder resolution.
BECAUSE OUR PRESIDENT AND SECRETARY HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our president, Mr. Koah Kruse spends approximately 20% of his business time providing his services to us. While Mr. Kruse presently possesses adequate time to attend to our interests, it is possible that the demands on Mr. Kruse from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business.
BECAUSE MANAGEMENT HAS NO EXPERIENCE IN MINERAL EXPLORATION , OUR BUSINESS HAS A HIGHER RISK OF FAILURE.
Our sole director, Koah Kruse, does not have any technical training in the field of geology and specifically in the areas of exploring for, starting and operating a mine. As a result, we may not be able to recognize and take advantage of potential acquisition and exploration opportunities in the sector without the aid of qualified geological consultants. As well, with no direct training or experience, our management may not be fully aware of the specific requirements related to working in this industry. His decisions and choices may not be well thought out and our operations, earnings and ultimate financial success may suffer irreparable harm as a result.
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IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.
There is currently no market for our common stock and no certainty that a market will develop. We currently plan to apply for listing of our common stock on the OTC Bulletin Board upon the effectiveness of the registration statement, of which this prospectus forms a part. Our shares may never trade on the bulletin board. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
A PURCHASER IS PURCHASING PENNY STOCK WHICH LIMITS HIS OR HER ABILITY TO SELL THE STOCK.
The shares offered by this prospectus constitute penny stock under the Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, thus limiting investment liquidity. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to rules 15g-1 through 15g-10 of the Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.
Please refer to the “Plan of Distribution” section for a more detailed discussion of penny stock and related broker-dealer restrictions.
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
Determination Of Offering Price
The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price, based upon the price of the last sale of our common stock to investors. The price of the shares that we are offering was arbitrarily determined and bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. Among the factors considered were our lack of operating history, our relative cash requirements, and the fact that we had completed the purchase of the Elton property from Ms. Robinson.
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The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
The selling shareholders named in this prospectus are offering all of the 2,000,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration under Regulation S of the Securities Act of 1933. The 2,000,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 was completed on June 28, 2007.
The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion of the offering; and
4. the percentage owned by each upon completion of the offering.
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11
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|
Name of Selling
|
Shares Owned
|
Total Number of
|
Total Shares
|
Percent Owned
|
|
Daniel Ramzan
|
50,000 |
50,000 |
Nil |
Nil |
|
Taresh Sachithanandan
|
50,000 |
50,000 |
Nil |
Nil |
|
Amelia Butler
|
100,000 |
100,000 |
Nil |
Nil |
|
Mike Weibe
|
100,000 |
100,000 |
Nil |
Nil |
|
Rownan Hicks
|
100,000 |
100,000 |
Nil |
Nil |
The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 7,000,000 shares of common stock outstanding on the date of this prospectus.
None of the selling shareholders:
(1)
has had a material relationship with us other than as a shareholder at any time within the past three years;
(2)
has ever been one of our officers or directors; or
(3)
has the right to acquire any shares with sixty days from options, warrants, rights, conversion privileges, or similar obligations.
The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions.
The selling shareholders will sell our shares at $0.01 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors. The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.
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The selling shareholders may also sell their shares directly to market makers acting as principals, brokers or dealers, who may act as agent or acquire the common stock as principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so while acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to fulfill the respective broker's or dealer's commitment to the selling shareholders.
Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. These are estimated to be approximately $11,700. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act and the Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1.
Not engage in any stabilization activities in connection with our common stock;
2.
Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
3.
Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act.
The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:
*
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
*
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;
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*
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;
*
contains a toll-free telephone number for inquiries on disciplinary actions;
*
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
*
contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to proceeding with any transaction in a penny stock, the customer:
*
with bid and offer quotations for the penny stock;
*
details of the compensation of the broker-dealer and its salesperson in the transaction;
*
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
*
monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 2470 St. Rose Parkway, Suite 304, Henderson, NV 89075.
Directors, Executive Officers, Promoters And Control Persons
Our executive officers and directors and their respective ages as of the date of this prospectus are as follows:
Directors:
|
Name of Director |
Age |
|
Noah Kruse |
32 |
Executive Officers:
|
Name of Officer |
Age |
Office |
|
Noah Kruse |
32 |
President, Chief Executive Officer, Secretary,
|
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Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.
Mr. Koah Kruse has acted as our President, Chief Executive Officer, Secretary, Treasurer, Principal Accounting Officer and as a director since our incorporation on June 15, 2006. Since October 31, 2000 he has been President, sole Director and sole shareholder of Combustion Productions Inc., a British Columbia company providing production and post-production services and equipment rentals to the film industry.
Mr. Kruse does not have any professional training or technical credentials in the exploration, development and operation of mines.
Mr. Kruse intends to devote 20% of his business time per week to our affairs.
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
We have no significant employees other than the officers and directors described above.
We do not have any written procedures in place to address conflicts of interest that may arise in our directors between our business and their other business activities.
Security Ownership Of Certain Beneficial Owners And Management
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly, and each of the shareholders listed below has sole voting and investment power over the shares beneficially owned and does not share this beneficial ownership with any other person.
|
Title of Class |
Name and address of beneficial owner |
Amount of beneficial ownership (1) |
Percent of class |
|
Common Stock |
Koah Kruse
|
5,000,000 |
71.43% |
|
Common Stock |
All officers and directors as a group
|
5,000,000 |
71.43% |
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The percent of class is based on 7,000,000 shares of common stock issued and outstanding as of the date of this prospectus.
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and includes voting or investment power with respect to securities. Shares of Common Stock subject to options and warrants currently exercisable or convertible, or exercisable or convertible within 60 days of the date of this prospectus, are deemed beneficially owned and outstanding for the purpose of computing the percentage of the person holding such securities, but are not considered outstanding for the purpose of computing the percentage of any other person, except with respect to group totals.
General
Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.
Common Stock
As of December 18, 2007, there were 7,000,000 shares of our common stock issued and outstanding that are held by 31 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Two persons present and being, or representing by proxy, shareholders are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock.
Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Preferred Stock
We do not have an authorized class of preferred stock.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
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Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
The financial statements included in this prospectus and the registration statement have been audited by Michael T. Studer, CPA PC, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
Otherwise, no expert or counsel has given an opinion or assisted in the preparation of our registration statement. No counsel or expert has acted as a promoter of our company or the offering.
Disclosure Of Commission Position Of Indemnification For Securities Act Liabilities
Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws. These provisions provide that we shall indemnify a director or former director against all expenses incurred by him by reason of him acting in that position. The directors may also cause us to indemnify an officer, employee or agent in the same fashion.
We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.
Organization Within Last Five Years
We were incorporated on June 15, 2006 under the laws of the state of Nevada. On that date, Koah Kruse was appointed as President, Secretary, Chief Executive Officer, Principal Accounting Officer and director.
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No promoter has received, or has an agreement to receive, anything of value, directly or indirectly, from us.
Description Of Business
In General
The following terms in this prospectus have the meanings indicated:
Argillite: is a fine-grained sedimentary rock composed predominantly of indurated clay particles. Argillites are basically lithified muds and oozes. They contain variable amounts of silt- sized particles.
Assay: is a method used to test the composition of a mineral.
Atomic Absorption methods of assaying: is a process of fire assay that is performed with the use of ultrasound.
Besshi-type volcanogenic massive sulphide (VMS) deposits: are named after deposits on the southern Japanese island of Shikoku. These deposits generally contain lower base metal concentrations than other volcanogenic massive sulphides and are viewed as low-grade copper deposits; the zinc grade is typically too low to be mined economically. These deposits do, however, often contain cobalt, which can be of economic grade, and some have economically recoverable precious metals.
Chalcopyrite: is a copper iron sulfide mineral. It has the chemical composition CuFeS2.
Claims: means a portion of mining ground held under the Canadian Provincial laws, by a company, by virtue of a specific location, and recorded with the Canadian Provincial Government as to the rights to explore the mineral thereon.
Diamond drilling: entails a professional using a drilling motor with a diamond tipped coring bit to drill through hard and robust materials.
Economically feasible: means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We cannot predict what that will be until we find mineralized material.
Fire Assaying: is a process used to separate noble metals such as gold or silver from base metals such as led. It is often used to assay gold in order to test its purity. It was formerly the usual process for extracting silver from lead.
Geochemical surveying: is the search for mineral deposits by measuring the chemical composition of rocks and soils, using assaying, to find an area anomalous in the commodity sought, or in elements known to be associated with the type of mineralization sought.
Geophysical surveying: is the search for mineral deposits by measuring the physical property of near-surface rocks, and looking for unusual responses caused by the presence of mineralization. Electrical, magnetic, gravitational, seismic and radioactive properties are the ones most commonly measured. Geophysical surveys are applied in situations where there is insufficient information obtainable from the property surface to allow informed opinions concerning the property’s merit.
Grab samples: are soil samples or pieces of rock that appear to contain precious metals such as silver or silver, or industrial metals such as copper and nickel.
Lithification: is the process in which sediments compact under pressure, and gradually become solid rock.
19
Magnetometer: is a scientific instrument used to measure the strength and/or direction of the magnetic field in the vicinity of the instrument. Magnetometers are used in geophysical surveys to find deposits of iron because they can measure the magnetic field variations caused by the deposits.
Mineralization: is the accumulation of high concentrations of valuable elements, such as silver, silver, and copper, in rock and soil.
Mineral deposit: is used to designate a natural occurrence of a useful mineral, or an ore, in sufficient extent and degree of concentration to invite exploration.
Prospecting: involves analyzing rocks on the property surface with a view to discovering indications of potential mineralization.
Pyrite, or iron pyrite: is iron sulfide, FeS
2
. Its metallic luster and pale-to-normal, brass -yellow hue have earned it the nickname fool's silver due to many miners mistaking it for the real thing, though small quantities of actual silver are sometimes found in pyrite.
Quartz: is the second most common mineral on the Earth’s continental crust.
Sampling: involves gathering rock and soil samples from property areas with the most potential to host economically significant mineralization. All samples gathered are sent to a laboratory where they are crushed and analyzed for metal content.
Trenching: involves removing surface soil using a backhoe or bulldozer. Samples are then taken from the bedrock below and analyzed for mineral content.
Volcanogenic massive sulfide ore deposits or VMS: are a type of metal sulfide ore deposit, mainly copper-zinc which are associated with and created by volcanic -associated hydrothermal events in submarine environments. As a class, they represent a significant source of the world's copper, zinc, gold, silver and lead ores.
We intend to commence operations as an exploration stage company. We will be engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discover that demonstrate economic feasibility. We own a 100% interest in one mineral claim known as the Elton property. There is no assurance that a commercially viable mineral deposit exists on the property. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.
Our plan of operation is to conduct exploration work on the Elton property in order to ascertain whether it possesses economic quantities of silver or copper. There can be no assurance that economic mineral deposits or reserves exist on the Elton property until appropriate exploration work is done and an economic evaluation based on such work concludes that production of minerals from the property is economically feasible.
Even if we complete our proposed exploration programs on the Elton property and they are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.
20
Description, Location and Access
The Elton property is centred at latitude 50° 30’ N and longitude 119° 29’ W within BCGS Map Sheets 82L.043 and 053 and National Topographic System (NTS) Map Sheets 082M/11W. The property is located 5 kilometers east of Faulkland, British Columbia and approximately 30 kilometers northwest of Vernon, British Columbia.
Access to the property can be gained via road from Highway 97N south of Falkland. From Highway 97 the property is accessible via the Bolean Lake and Spanish Lake roads. Old logging roads provide good access on the property.
The nearest major supply centre is Vernon, British Columbia, 30 kilometers to the southeast, where supplies and services adequate to explore the property can be found.
The claim area largely covers a southwesterly facing steep slope along Warren Creek. Elevations range from around 800 meters on Warren Creek, near the southeast corner of the claim, to in excess of 1500 meters at the northeast corner of the claim. The area of the claim has been previously logged and contains a number of old logging roads that allow access.
The area is subjected to moderate to heavy snowfall during the winter months but should be normally snow free by late April due to its southwest facing aspect.
Elton Property Staking and Purchase Agreement
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.
The only reported work on the Elton property was carried out in 1973 on behalf of the El Paso Mining and Milling Company.
The 1973 program comprised the collection of 64 meters of rock chip samples collected from a 107 meter bulldozer trench and soil sampling. In total 722 samples were reported collected, although it is uncertain if this total comprises soils or a combination of soils and rocks. All samples were assayed for copper, molybdenum and silver by atomic absorption methods.
Mineralization
Previous exploration on the Elton claim was focused on copper mineralization.
Copper mineralization was exposed in a 350-foot (107 meters) bulldozer trench at 3550 feet (1080 meters) elevation in the southwest corner of the former AB 9 claim. Here chalcopyrite and pyrite are reported as variably disseminated through bands of quartz biotite gneiss with the mineralized bands constituting about 30% of the total exposure. The mineralized section was interpreted as representing a more arenaceous lens in the predominantly argillaceous sequence. A little chalcopyrite and pyrite also occur in an impure limestone outcrop, about 2000 feet (610 meters) NNE of the trench.
21
The best assays obtained in trenching were 50 feet (15 meters) of 0.21% copper and 10 feet (3 meters) of 0.74% copper. The mineralized section was reportedly exposed over a width of 300 feet (91 meters) in the trench, which would represent a true width of about 180 feet (55 meters).
Geological Assessment Report: Elton Property
We have obtained a geological summary report on the Elton property that was prepared by Mr. Thomas H. Carpenter, a consulting geologist in mineral exploration with Discovery Consultants, of Vernon, BC, Canada. He holds a Bachelor of Science degree in geology, from the Memorial University of Newfoundland, Canada. The report discusses the geology of the area surrounding and particular to the Elton property, and makes a recommendation for further exploration work.
In his report, Mr. Carpenter opines that the Elton property covers an area where anomalous silver, copper and molybdenum values have been detected in previous work that comprised trenching and soil sampling.
Mr. Carpenter advises that the best assays obtained in trenching were 50 feet (15m) of 0.21% copper and 10 feet (3m) of 0.74% copper. The mineralized section was reportedly exposed over a width of 300 feet (91m) in the trench and was interpreted to have a true width of about 180 feet (55m).
Mr. Carpenter opines that a number of soil anomalies were defined by previous work and appear to show a continuity of mineralization. He further advises that the strike of this mineralization is open to interpretation.
Mr. Carpenter states that the property is contained within rocks that are suitable for hosting Besshi-style VMS mineralization. He advises that a number of other Besshi-style occurrences in the area seem to support this interpretation, however he cautions that the Falkland area has never been systematically explored for this style of mineralization.
Mr. Carpenter, the author of the geological report on the Elton property, believes that the area has potential for silver or copper mineralization.
He recommends that previous showings on the Elton claim be re-examined in light of the re-interpretation of regional geology that has occurred in the area in the past quarter century since the last work on the property.
He is of the opinion that a Phase One program consisting of soil sampling should be carried out to more accurately define the location and trend of anomalous copper and silver values as well as any associated metals.
He recommends that the trench constructed during the 1973 program should be re-sampled. The existence of placer gold mineralization ten kilometers to the southeast may mean that gold values may occur with copper in the area. Gold analysis has not previously been carried out on the property.
If successful this work should be followed by trenching and/or diamond drilling to determine the cause of the anomalies. The property would likely also benefit from electromagnetic and magnetometer surveys as part of a follow-up program.
22
Proposed Budget for Phase One-Geological Mapping, Soil Sampling
Approximate costs for the first phase of the two phase program are as follows:
Proposed Budget for Phase Two-Trenching and Geophysics
Approximate costs for the second phase of the two phase program are as follows:
Field personnel
Geologists: 2 days @ $600 per day
$1,200
Field Technicians: 1 x 3 days @ $400 per day
1,200
Magnetometer and VLM-EM survey: 4 days @ $500 per day
2,000
Crew mobilization: hotels, meals, mileage
500
Backhoe Rental
1,000
Field supplies and consumables
200
Analysis: 50 rock samples @ $27.50 per sample
1,375
Freight and communications
100
Report, drafting, reproduction
1,000
Phase One management
850
Total
$9,425
Compliance with Government Regulation
We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Canada generally, and in the Province of British Columbia, specifically. The governmental agencies responsible for overseeing the exploration of minerals in Canada are primarily the Ministry of Natural Resources Canada and the Ministry of the Environment. In British Columbia, the responsible government agency is the Ministry of Energy, Mines and Petroleum Resources.
Under these laws, prior to production, we have the right to explore the property, subject only to a notice of work which may entail posting a bond. In addition, production of minerals in the Province of British Columbia will require prior approval of applicable governmental regulatory agencies. We can provide no assurance to investors that such approvals will be obtained. The cost and delay involved in attempting to obtain such approvals cannot be known at this time.
23
We have budgeted for regulatory compliance costs in the proposed work program recommended by the geological report. Such costs will be less than $500 and will consist of having any significant soil or rock that is moved during the exploration process returned to its original location. Soil and rock movement during proposed exploration is anticipated to be negligible.
We will have to sustain the cost of reclamation and environmental mediation for all exploration (and development) work undertaken. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. However, it is anticipated that such costs will not exceed $20,000 for future exploration phases. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on earnings, our competitive position or us in the event a potentially economic deposit is discovered.
If we enter into production, the cost of complying with permit and regulatory environment laws will be greater than in phase one because the impact on the project area is greater. Permits and regulations will control all aspects of any production program if the project continues to that stage because of the potential impact on the environment. Examples of regulatory requirements include:
-
Water discharge will have to meet water standards;
-
Dust generation will have to be minimal or otherwise re-mediated;
-
Dumping of material on the surface will have to be re-contoured and re-vegetated;
-
An assessment of all material to be left on the surface will need to be environmentally benign;
-
Ground water will have to be monitored for any potential contaminants;
-
The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and
-
There will have to be an impact report of the work on the local fauna and flora.
During the exploration phase, a bond will need to be provided covering possible land disturbance. In the case of normal fieldwork, this should be minimal. The costs of compliance with environmental regulations in the production phase are variable and cannot be determined at this time.
We have no employees as of the date of this prospectus other than our director.
Research and Development Expenditures
We have not incurred any other research or development expenditures since our incorporation.
We do not have any subsidiaries.
24
We do not own, either legally or beneficially, any patents or trademarks.
Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it. We will not be a reporting issuer with the Securities & Exchange Commission until our registration statement on Form SB-2 is declared effective.
We have filed a registration statement on form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street,, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.
Management’s Discussion and Analysis
Our plan of operation for the twelve months following the date of this prospectus is to complete the recommended phase one and two exploration programs on the Elton property consisting of stream sediment sampling, minor prospecting and rock sampling, followed by detailed geological mapping, sampling and prospecting. We anticipate that the program will cost approximately $15,500.00. To date, we have not commenced exploration on the Elton property.
In the next 12 months, we also anticipate spending an additional $15,000 on professional fees and administrative expenses, including fees payable in connection with the filing of this registration statement and complying with reporting obligations.
Total expenditures over the next 12 months are therefore expected to be approximately $30,500.00.
Our cash reserves are not sufficient to meet our obligations for the next twelve-month period. As a result, we will need to seek additional funding in the near future. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We may also seek to obtain short-term loans from our director, although no such arrangement has been made. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our director to meet our obligations over the next twelve months. We do not have any arrangements in place for any future equity financing.
25
We do not expect to earn any revenue from operations until we have either commenced mining operations on the Elton property or have sold an interest in the property to a third party. Before this occurs, we expect that we will have to complete current recommended exploration on the property, as well as additional exploration recommended by a geologist.
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Results Of Operations For Period Ending August 31, 2007
We have not earned any revenues from our incorporation on June 15, 2006 to August 31, 2007. We do not anticipate earning revenues unless we enter into commercial production on the Elton property, which is doubtful. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on the property, or if such minerals are discovered, that we will enter into commercial production.
We incurred operating expenses in the amount of $15,100 for the period from our inception on June 15, 2006 to August 31, 2007. These operating expenses were comprised of $7,500 for mineral property expenditures, $6,795 in professional fees, $55 in bank charges and interest, and $750 in transfer and filing fees.
We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.
We own a 100% interest in the mineral claim comprising the Elton property. We do not own or lease any property other than the Elton property.
Certain Relationships And Related Transactions
None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
*
Any of our directors or officers;
*
Any person proposed as a nominee for election as a director;
*
Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
*
Our sole promoter, Koah Kruse;
*
Any member of the immediate family of any of the foregoing persons.
Market For Common Equity And Related Stockholder Matters
26
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. As well, there is no assurance that our stock may be resold at the offered price if and when an active secondary market might develop. Even if developed, a public market for our securities may not be sustained.
We have not taken any steps to engage a market-marker to apply for quotation on the OTC Bulletin Board on our behalf. If we are able to engage a market-maker, we anticipate that it will take approximately two months for our securities to be quoted on the OTC Bulletin Board following submission of the application. However, there is no guarantee that our application will be approved. Even if we obtain an OTC Bulletin Board quotation, there is no assurance that there will be a liquid market for our stock.
Stockholders of Our Common Shares
As of the date of this registration statement, we have 31 registered shareholders.
A total of 5,000,000 shares of our common stock are available for resale to the public after March 9, 2008 in accordance with the volume and trading limitations of Rule 144 of the Act. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:
1.
1% of the number of shares of our common stock then outstanding which, in our case, will equal 50,000 shares as of the date of this prospectus; or
2.
the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold 5,000,000 shares that may be sold pursuant to Rule 144.
We have not granted registration rights to the selling shareholders or to any other persons.
27
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1.
we would not be able to pay our debts as they become due in the usual course of business; or
2.
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the fiscal period ended May 31, 2007 and subsequent to that period to the date of this prospectus.
|
Name and
|
Year |
Salary |
Bonus |
Stock
|
Option
|
Non-Equity
|
Nonqualified
|
All other
|
Total |
|
Koah Kruse
|
2006/2007 |
$0 |
$0 |
None |
None |
None |
None |
None |
$0 |
We have not granted any stock options to the executive officers since our inception.
We do not have any employment or consulting agreement with Mr. Kruse. We do not pay him any amount for acting as a director.
28
Index to Financial Statements :
1.
Report of Independent Registered Public Accounting Firm ;
2.
Balance Sheets as of August 31, 2007 (Unaudited) and May 31, 2007;
3.
4.
5.
6.
Notes to Financial Statements.
29
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Jupiter Resources Inc.
I have audited the accompanying balance sheet of Jupiter Resources Inc. (the “Company”), an exploration stage company, as of May 31, 2007 and the related statements of operations, stockholders’ equity, and cash flows for the period June 15, 2006 (inception) to May 31, 2007. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2007 and the results of its operations and cash flows for the period June 15, 2006 (inception) to May 31, 2007 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Michael T. Studer CPA P.C.
Freeport, New York
October 12, 2007
30
JUPITER RESOURCES INC.
(An Exploration Stage Company)
|
August 31, |
May 31, |
|||
|
2007 |
2007 |
|||
|
(Unaudited) |
(Audited) |
|||
|
ASSETS |
||||
|
Current Assets |
||||
|
Cash |
$ |
10,695 |
$ |
5,721 |
|
Total Current Assets |
10,695 |
5,721 |
||
|
Mineral interest acquisition costs, less reserve for |
||||
|
impairment of $7,500 |
- |
- |
||
|
Total Assets |
$ |
10,695 |
$ |
5,721 |
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
||||
|
Current Liabilities |
||||
|
Accounts payable and accrued liabilities |
$ |
795 |
$ |
6,000 |
|
Total current liabilities |
|
795 |
|
6,000 |
|
Stockholders' Equity |
||||
|
Common stock, $0.001 par value; |
||||
|
authorized 75,000,000 shares, |
||||
|
issued and outstanding 7,000,000 and 5,900,000 shares, respectively |
7,000 |
5,900 |
||
|
Additional paid-in capital |
18,000 |
8,100 |
||
|
Deficit accumulated during the exploration stage |
|
(15,100) |
|
(14,279) |
|
Total stockholders' equity |
9,900 |
(279) |
||
|
Total Liabilities and Stockholders' Equity |
$ |
10,695 |
$ |
5,721 |
See notes to financial statements.
31
JUPITER RESOURCES INC.
(An Exploration Stage Company)
|
Three months ended August 31, 2007 |
Period June 15, 2006 (Inception) to May 31, 2007 |
Cumulative from June 15, 2006 (Inception) to August 31, 2007 |
||||
|
(Unaudited) |
(Audited) |
(Unaudited) |
||||
|
Revenue |
$ |
- |
$ |
- |
$ |
- |
|
Total Revenue |
- |
- |
- |
|||
|
Cost and expenses |
||||||
|
General and administrative |
821 |
6,779 |
7,600 |
|||
|
Impairment of mineral interest acquisition costs |
- |
7,500 |
7,500 |
|||
|
Total Costs and Expenses |
821 |
14,279 |
15,100 |
|||
|
Net Loss |
$ |
(821) |
$ |
(14,279) |
$ |
(15,100) |
|
Net Loss per share |
||||||
|
Basic and diluted |
$ |
(0.00) |
$ |
(0.01) |
||
|
Number of common shares used to compute net loss per share |
||||||
|
Basic and Diluted |
6,769,021 |
1,339,316 |
See notes to financial statements.
32
JUPITER RESOURCES INC.
(An Exploration Stage Company)
Statements of Stockholders' Equity
For the period June 15, 2006 (Inception) to August 31, 2007
|
Common Stock, $0.001 Par Value |
Additional Paid-in Capital |
Deficit Accumulated During the Exploration Stage |
Total Stockholders' Equity |
||||||
|
Shares |
Amount |
||||||||
|
Sales of Common stock; |
|||||||||
|
- March 9, 2007 at $0.001 |
5,000,000 |
$ |
5,000 |
$ |
- |
$ |
- |
$ |
5,000 |
|
- March 30, 2007 at $0.01 |
650,000 |
650 |
5,850 |
- |
6,500 |
||||
|
- April 20, 2007 at $0.01 |
200,000 |
200 |
1,800 |
- |
2,000 |
||||
|
- May 17, 2007 at $0.01 |
50,000 |
50 |
450 |
- |
500 |
||||
|
Net loss for the period June 15, 2006 (inception) to May 31, 2007 |
- |
- |
- |
(14,279) |
(14,279) |
||||
|
Balance, May 31, 2007 |
5,900,000 |
5,900 |
8,100 |
(14,279) |
(279) |
||||
|
Unaudited: |
|||||||||
|
Sales of Common stock; |
|||||||||
|
- June 15, 2007 at $0.01 |
650,000 |
650 |
5,850 |
- |
6,500 |
||||
|
- June 28, 2007 at $0.01 |
450,000 |
450 |
4,050 |
- |
4,500 |
||||
|
Net loss for the three months ended August 31, 2007 |
- |
- |
- |
(821) |
(821) |
||||
|
Balance, August 31, 2007 (Unaudited) |
7,000,000 |
$ |
7,000 |
$ |
18,000 |
$ |
(15,100) |
$ |
9,900 |
See notes to financial statements.
33
JUPITER RESOURCES INC.
(An Exploration Stage Company)
|
Three months ended August 31, 2007 |
Period June 15, 2006 (Inception) to May 31, 2007 |
Cumulative from June 15, 2006 (Inception) to August 31, 2007 |
||||
|
(Unaudited) |
(Audited) |
(Unaudited) |
||||
|
Net loss |
$ |
(821) |
$ |
(14,279) |
$ |
(15,100) |
|
Adjustments to reconcile net loss to net cash |
||||||
|
provided by (used for) operating activities: |
||||||
|
Impairment of mineral interest acquisition costs |
- |
7,500 |
7,500 |
|||
|
Changes in operating assets and liabilities |
||||||
|
Accounts payable and accrued liabilities |
(5,205) |
6,000 |
795 |
|||
|
Net cash provided by (used for) operating activities |
|
(6,026) |
|
(779) |
|
(6,805) |
|
Cash Flows from Investing Activities |
||||||
|
Acquisition of mineral interest |
|
- |
|
(7,500) |
|
(7,500) |
|
Net Cash provided by (used for) investing activities |
|
- |
|
(7,500) |
|
(7,500) |
|
Cash Flows from Financing activities |
||||||
|
Proceeds from sales of common stock |
11,000 |
14,000 |
25,000 |
|||
|
Net cash provided by (used for) financial activities |
|
11,000 |
|
14,000 |
|
25,000 |
|
Increase (decrease) in cash |
4,974 |
5,721 |
10,695 |
|||
|
Cash, beginning of period |
|
5,721 |
|
- |
|
- |
|
Cash, end of period |
$ |
10,695 |
$ |
5,721 |
$ |
10,695 |
|
Supplemental Disclosures of Cash Flow Information: |
||||||
|
Interest paid |
$ |
- |
$ |
- |
$ |
- |
|
Income taxes paid |
$ |
- |
$ |
- |
$ |
- |
See notes to financial statements.
34
|
JUPITER RESOURCES INC.
|
Note 1. Organization and Business Operations
Jupiter Resources Inc. (the “Company”) was incorporated in the State of Nevada on June 15, 2006. On March 27, 2007, the Company acquired a mineral property located in Vernon, British Columbia, Canada, and has not yet determined whether this property contains reserves that are economically recoverable. The recoverability of the amounts from the property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to explore and develop the property, and upon future profitable production or proceeds from the sale thereof.
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $15,100 as at October 31, 2007 and further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is development upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and/or private placements of common stock. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Note 2. Summary of Significant Accounting Policies
a)
Basis of Presentation
These financial statements are presented in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars.
b)
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
c)
Earnings per Share
The Company computes net loss per share in accordance with SFAS No. 128, “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted net loss per share gives effect to all dilutive potential common shares outstanding during the period. Diluted net loss per share excludes all potential common shares if their effect is anti-dilutive.
The Company has no potential dilutive instruments and accordingly basic net loss and diluted net loss per share are equal.
35
d)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.
e)
Mineral Interest Costs
Mineral interest acquisition costs are capitalized and reviewed periodically for impairment. Exploration and development costs are expensed until the establishment of proven and probable reserves. If and when proven and probable reserves are established and production is determined to be probable, subsequent exploration and development costs will be capitalized and depleted using the units-of-production method over the estimated proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
f)
Asset Retirement Obligations
The Company has adopted the provisions of SFAS No. 143, “Accounting for Asset Retirement Obligations”, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. As at August 31 and May 31, 2007, any potential costs relating to the retirement of Company’s mineral property interest has not yet been determined.
g)
Fair Value of Financial Instruments
The fair values of financial instruments, which consist of cash and accounts payable and accrued liabilities, approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations are in Canada which results in exposure to market risks from changes in foreign currency rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
h)
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax bases (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
At August 31, 2007 and May 31, 2007, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.
i)
Foreign Currency Translation
The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 “ Foreign Currency Translation ”, using the exchange rate prevailing at the balance sheet date. Gains and losses resulting from translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars.
36
j)
Stock-based Compensation
The Company will account for any stock-based compensation in accordance with SFAS No. 123R, “Share-Based Payment”, for employees and in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation”, for nonemployees. Through November 30, 2007, the Company has not granted any stock options or engaged in any other stock-based compensation.
k)
Recently Issued Accounting Pronouncements
Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these pronouncements is not expected to be material.
l)
Interim Financial Information
The interim financial statements included herein as of August 31, 2007 and for the three months ended August 31, 2007 are unaudited. However, in the opinion of management, such information includes all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the interim financial information.
Note 3. Mineral Interest
On March 27, 2007, the Company acquired a 100% interest in one mineral claim located in the northwest of Vernon, British Columbia for total consideration of $7,500.
The mineral interest is held in trust for the Company by the vendor of the property. Upon request from the Company, the title will 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.
Note 4. Common Stock
The Company is authorized to issue 75,000,000 shares of common stock 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 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.
37
At August 31, 2007 and May 31, 2007, no stock options, warrants, or other dilutive securities were outstanding.
Note 5. Income Taxes
The provision for income taxes (benefit) differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the difference follow:
|
Three Months Ended August 31, 2007 |
Period June 15, 2006 (Inception) to May 31, 2007 |
|||
|
(Unaudited) |
||||
|
Expected tax at 35% |
$ |
(287) |
$ |
(4,998) |
|
Increase in valuation allowance |
287 |
4,998 |
||
|
Income tax provision |
$ |
- |
$ |
- |
Significant components of the Company’s deferred income tax assets are as follows:
|
August 31, |
May 31, |
||||||
|
2007 |
2007 |
||||||
|
(Unaudited) |
|||||||
|
Net operating loss carryforword |
$ |
5285 |
$ |
4,998 |
|||
|
Valuation allowance |
(5,285) |
(4,998) |
|||||
|
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 $5,285 at August 31, 2007 attributable to the future utilization of the net operating loss carryforward of $15,100 will be realized. Accordingly, the Company has provided a 100% allowance against the deferred tax asset in the financial statements. The Company will continue to review this valuation allowance and make adjustments as appropriate. The net operating loss carryforward expires $14,279 in 2027 and $821 in 2028.
Current United States income tax laws limit the amount of loss available to offset against future taxable income when a substantial change on ownership occurs. Therefore, the amount available to offset future taxable income may be limited.
Note 6. Planned Registration Statement
The Company plans to file a Registration Statement on Form SB-2 with the United States Securities and Exchange Commission 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. The Company will not receive any proceeds from the resale of shares of common stock by the shareholders.
38
Changes In And Disagreements With Accountants
We have had no changes in or disagreements with our accountants.
Until _________________, all dealers that effect transactions in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Part II
Information Not Required In The Prospectus
Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:
(1)
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
(2)
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3)
a transaction from which the director derived an improper personal profit; and
(4)
willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
(1)
such indemnification is expressly required to be made by law;
(2)
the proceeding was authorized by our Board of Directors;
(3)
such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
(4)
such indemnification is required to be made pursuant to the bylaws.
39
Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.
Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
|
Securities and Exchange Commission registration fee |
$ 2.14 |
|
Transfer Agent Fees |
$ 1000.00 |
|
Accounting and auditing fees and expenses |
$ 6000.00 |
|
Legal fees and expenses |
$4000.00 |
|
Edgar filing fees |
$ 700.00 |
|
Total |
$ 11,702.14 |
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.
Recent Sales of Unregistered Securities
We completed an offering of 5,000,000 shares of our common stock at a price of $0.001 per share on March 9, 2007 to Koah Kruse, our President, Chief Executive Officer, Secretary and Treasurer. The total amount received from this offering was $5,000.
These shares were issued pursuant to Regulation S of the Securities Act. Appropriate legends were affixed to the stock certificates representing these shares.
We completed an offering of 2,000,000 shares of our common stock at a price of $0.01 per share to a total of 30 purchasers on June 28, 2007. The total amount received from this offering was $25,000.00. We completed this offering pursuant to Regulation S of the Securities Act. The purchasers were as follows:
40
|
Name of Shareholder |
Number of Shares |
|
Peter Oszcygiel |
100,000 |
|
Aydin Killie |
50,000 |
|
Travis Chad Forman |
50,000 |
|
Kamiel Schwartz |
100,000 |
|
Nathaniel Ganapathi |
50,000 |
|
Camille Margesson |
50,000 |
|
Sami Kruse |
50,000 |
|
Jonathan Bell |
50,000 |
|
Julie Pecarski |
50,000 |
|
Irena Sakic |
100,000 |
|
Tammy Gaskell |
50,000 |
|
Natasha Bell |
50,000 |
|
Sharlene Wark |
50,000 |
|
Norman Wu |
50,000 |
|
Nicola Potter |
50,000 |
|
Seva Roberts |
100,000 |
|
Christopher L. McCann |
100,000 |
|
Yuka Akaike |
50,000 |
|
Morgan Breuer |
50,000 |
|
Brendhan Stowe |
50,000 |
|
Linda Canderle |
100,000 |
|
Ross Hwang |
50,000 |
|
Alex Wong |
50,000 |
|
Jillian Jensen |
100,000 |
|
Oliver Spilborghs |
50,000 |
|
Daniel Ramzan |
50,000 |
|
Taresh Sachithanandan |
50,000 |
|
Amelia Butler |
100,000 |
|
Mike Weibe |
100,000 |
|
Rownan Hicks |
100,000 |
Regulation S Compliance
Each offer or sale was made in an offshore transaction;
Neither we, a distributor, any respective affiliates, nor any person on behalf of any of the foregoing made any directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;
41
Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Act;
The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Act; and
We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3) of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.
Exhibits
|
Exhibit |
|
|
Number |
Description |
|
3.1 |
Articles of Incorporation |
|
3.2 |
Bylaws |
|
5.1 |
Legal opinion, with consent to use |
|
10.1 |
Mineral Property Purchase Agreement dated March 27, 2007 |
|
23.1 |
Consent of Michael T. Studer, CPA, P.C. |
|
23.2 |
Consent of Geological Consultant |
|
99.1 |
Claims Location Map |
The undersigned registrant hereby undertakes:
1. To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:
(a)
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b)
reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in this registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration Statement; and
(c)
include any additional or changed material information on the plan of distribution.
42
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
4. That, for determining our liability under the Securities Act to any purchaser in the initial distribution of the securities, we undertake that in a primary offering of our securities pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, we will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus that we file relating to the offering required to be
filed pursuant to Rule 424 (Section 230.424 of this chapter);
(ii) any free writing prospectus relating to the offering prepared by or on our behalf or used or
referred to by us;
(iii) the portion of any other free writing prospectus relating to the offering containing material
information about us or our securities provided by or on behalf of us; and
(iv) any other communication that is an offer in the offering made by us to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
43
Signatures
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, at Vancouver, Province of British Columbia on December 19, 2007.
Jupiter Resources Inc.
By : /s/ Koah Kruse
Koah Kruse, President, Chief
Executive Officer, Secretary, Principal
Accounting Officer, Treasurer and Director
Power of Attorney
ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Koah Kruse, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
|
SIGNATURE |
CAPACITY IN WHICH SIGNED |
DATE |
|
/s/ Koah Kruse |
President, Chief Executive |
December 19, 2007 |
|
Officer, Secretary, Principal Accounting |
||
|
Officer, Treasurer and Director |
||
|
Koah Kruse |
44
ARTICLES OF INCORPORATION
OF
JUPITER RESOURCES, INC.
FIRST. The name of corporation is Jupiter Resources, Inc.
SECOND. The registered office of the corporation in the State of Nevada is located at 7251 West Lake Mead Blvd Suite 300, Las Vegas, NV 89128. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated by the Board of Directors or the By-Laws of the corporation. The corporation may conduct all corporation business of every kind and nature outside the State of Nevada as well as within the State of Nevada.
THIRD. The objects for which this corporation is formed are to engage in any lawful activity.
FOURTH. The total number of common stock authorized that may be issued by the Corporation is seventy five million (75,000,000) shares of common stock with a par value of one tenth of one cent ($0.001) per share and no other class of stock shall be authorized. The corporation may from time to time issue said shares for such consideration as the Board of Directors may fix.
FIFTH. The governing board of the corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this corporation, providing that the number of directors shall not be reduced to fewer than one (1). The first Board of Directors shall be one (1) in number and the name and post office address of this Director is:
Name:
Edison Ho
Address:
358 Hospital Street.
New Westminster BC V3L 3L4
SIXTH.
The capital stock of the corporation, after the amount of the subscription price or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.
SEVENTH.
The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:
Name:
Leah Finke
Address:
7251 West Lake Mead Blvd. Suite 300
Las Vegas, Nevada 89128
1
EIGHTH. The Resident Agent for this corporation shall be Empire Stock Transfer Inc. The address of the Resident Agent and the registered or statutory address of this corporation in the State of Nevada shall be: 7251 West Lake Mead Blvd Suite 300 Las Vegas, NV 89128.
NINTH. The corporation is to have perpetual existence.
TENTH. The Board of Directors shall adopt the initial By-Laws of the corporation. The Board of Directors shall also have the power to alter, amend or repeal the By-Laws, or to adopt new By-Laws, except as otherwise may be specifically provided in the By-Laws.
ELEVENTH. The Board of Directors shall have the authority to open bank accounts and adopt banking resolutions on behalf of the corporation.
TWELFTH. No Director or Officer of the corporation shall be personally liable to the corporation or any of its stockholders for damages for breach of fiduciary duty as a Director or Officer involving any act or omission of any such Director or Officer; provided, however, that the foregoing provisions shall not eliminate or limit the liability of a Director or Officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of the law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the Stockholders of the corporation shall be prospective only, and shall not adversely affect any limitations on the personal liability of a Director or Officer of the corporation for acts or omissions prior to such repeal or modification.
THIRTEENTH. The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.
I, the undersigned, being the Incorporator hereinbefore named for the purpose of forming a corporation pursuant to General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this June 14, 2006.
/s/ Leah Finke
Leah Finke
Incorporator
2
BYLAWS
of
JUPITER RESOURCES INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.
1
Section 6 - Quorum
a)
No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting.
b)
Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation.
c)
If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting.
Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
a)
Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation.
2
b)
A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a)
The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
b)
The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
c)
A casual vacancy occurring in the Board may be filled by the remaining Directors.
d)
Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.
e)
A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a)
The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.
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b)
The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 3 - Meetings of Directors
a)
The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting.
b)
The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine.
c)
A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
d)
A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed.
e)
A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
f)
The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director.
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g)
The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose.
h)
All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director.
i)
A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.
j)
All Directors of the Corporation shall have equal voting power.
Section 4 - Removal
One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.
Section 5 - Committees
a)
The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
b)
Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
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ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a)
The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.
b)
The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.
c)
Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation to the Corporation.
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.
ARTICLE V: SHARES OF STOCK
Section 1 - Certificate of Stock
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a)
The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
b)
Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
c)
If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
d)
Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.
e)
If a share certificate:
(i)
is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii)
is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
(iii)
represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
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Section 2 - Transfers of Shares
a)
Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.
b)
The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
Section 3 - Record Date
a)
The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.
b)
Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in
8
shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.
ARTICLE VI: DIVIDENDS
a)
Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
b)
Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:
(i)
a majority of the current shareholders of the class or series to be issued approve the issue; or
(ii)
there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.
ARTICLE VII: BORROWING POWERS
a)
The Directors may from time to time on behalf of the Corporation:
(i)
borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
(ii)
issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
(iii)
mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).
b)
A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
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ARTICLE VIII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE IX: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
ARTICLE X: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.
Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS
a)
A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
b)
A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:
(i)
a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
(ii)
a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;
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(iii)
a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
(iv)
determining the remuneration of the Directors;
(v)
purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
(vi)
the indemnification of a Director by the Corporation.
c)
A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof.
d)
A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director.
e)
A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct.
ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.
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ARTICLE XIII: INDEMNITY OF
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a)
The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
b)
The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
c)
The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.
CERTIFIED TO BE THE BYLAWS OF:
JUPITER RESOURCES INC.
per:
/s/ Koah Kruse
Koah Kruse, Secretary
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DENNIS H. JOHNSTON
A Professional Law Corporation
9422 Canfield Drive
La Habra, California 90631
Telephone (562) 694-5091
Fax (562) 694-0412
dhjohnston@earthlink.net
December 5, 2007
U.S. Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, D.C. 20549
Re:
Registration Statement on Form SB-2 Under the Securities Act of 1933 (the "Registration Statement"), of Jupiter Resources Inc., a Nevada corporation (the "Company”)
Gentlemen:
We have acted as special counsel for the Company for the limited purpose of rendering this opinion in connection with the registration (pursuant to the Registration Statement) of 2,000,000 shares (the "Shares") of the common stock, par value $0.001 per share, of the Company. We were not engaged to prepare or review, and we have not prepared or reviewed, any portion of the Registration Statement. We express no opinions as to the accuracy or adequacy of the disclosure contained in the Registration Statement, and we hereby disclaim any responsibility for the content of the Registration Statement.
In our capacity as special counsel to the Company, we have examined originals, or copies certified or otherwise identified to my satisfaction, of the following documents:
1.
Certificate of Incorporation of the Company, as amended to date;
2.
By-laws of the Company, as amended to date;
3.
The records of corporate proceedings relating to the issuance of the Shares, and;
4.
Such other instruments and documents as we have believed necessary for the purpose of rendering the following opinion.
In such examinations, we have assumed the authenticity and completeness of all documents, certificates and records submitted to us as originals, the conformity to the original instruments of all documents, certificated and records submitted to us as copies, and the authenticity and completeness of the originals of such instruments.
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Based on the foregoing, and having due regard for such legal considerations as we believe relevant, we are of the opinion that, under applicable law of the State of Nevada (including statutory, regulatory and case law), the Shares were duly authorized by all necessary corporate action on the part of the Company, currently validly issued fully-paid and nonassesable when sold after the effectiveness of the Registration Statement.
We hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
Dennis H. Johnson, Esq.
/s/ Dennis H. Johnston, Esq.
Dennis H. Johnston
DJ:yfee: Client
-2-
MINERAL PROPERTY PURCHASE AGREEMENT
THIS AGREEMENT
dated for reference March 27, 2007.
BETWEEN:
Helen Louise Robinson,
of #8-4600 Bella Vista Drive, Vernon, BC, V1T 2N4,
(the "Vendor")
OF THE FIRST PART
AND:
JUPITER RESOURCES INC.
, a company incorporated pursuant to the laws of Nevada with an office at 98-1446 West 13th Avenue, Vancouver, BC, V6H 1N9;
(the "Purchaser")
OF THE SECOND PART
W H E R E A S :
A. The Vendor is the registered and beneficial owner of one mineral claim located approximately 30 kilometres northwest of Vernon, British Columbia in the Kamloops Mining Division, British Columbia comprised of Tenure Number 553406 (the "Claim");
B. The Vendor has agreed to sell and the Purchaser has agreed to purchase a 100% right, interest and title in and to the Claim upon the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSETH
that in consideration of the mutual covenants and provisos herein contained,
THE PARTIES HERETO AGREE AS FOLLOWS
:
1. VENDOR’S REPRESENTATIONS
1.1 The Vendor represents and warrants to the Purchaser that:
(a)
The Vendor is the registered and beneficial owner of the Claim and holds the right to transfer title to the Claim and to explore and develop the Claim;
(b)
The Vendor holds the Claim free and clear of all liens, charges and claim of others, and the Vendor has a free and unimpeded right of access to the Claim and has use of the Claim surface for the herein purposes;
-2-
(c)
The Claim has been duly and validly located and recorded in a good and miner-like manner pursuant to the laws of British Columbia and is in good standing in British Columbia as of the date of this Agreement;
(d)
There are no adverse claims or challenges against or to the Vendor’s ownership of or title to the Claim nor to the knowledge of the Vendor is there any basis therefor, and there are no outstanding agreements or options to acquire or purchase the Claim or any portion thereof;
(e)
The Vendor has the full right, authority and capacity to enter into this Agreement without first obtaining the consent of any other person or body corporate and the consummation of the transaction herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of any indenture, agreement or other instrument whatsoever to which the Vendor is a party or by which they are bound or to which they are subject; and
(f)
No proceedings are pending for, and the Vendor is unaware of any basis for, the institution of any proceedings which could lead to the placing of the Vendor in bankruptcy, or in any position similar to bankruptcy.
1.2
The representations and warranties of the Vendor set out in paragraph 1.1 above form a part of this Agreement and are conditions upon which the Purchaser has relied in entering into this Agreement and shall survive the acquisition of any interest in the Claim by the Purchaser.
2. THE PURCHASER'S REPRESENTATIONS
The Purchaser warrants and represents to the Vendor that it is a body corporate, duly incorporated under the laws of the state of Nevada with full power and absolute capacity to enter into this Agreement and that the terms of this Agreement have been authorized by all necessary corporate acts and deeds in order to give effect to the terms hereof.
3. SALE OF CLAIM
3.1 The Vendor hereby sells, grants and devises to the Purchaser a 100% undivided right, title and interest in and to the Claim in consideration of the Purchaser paying a sum of $7,500 to the Vendor.
4. CLOSING
The sale and purchase of the interest in the Claim shall be closed at 11:00am on March 27, 2007 at the offices of the Purchaser, or such other place and time acceptable to both parties. At closing:
-3-
(a)
the Vendor shall deliver to the Purchaser a bill of sale absolute with respect to the transfer of a 100% interest in the Claim or confirmation that the Vendor holds the Claim in trust for the Purchaser; and
(b)
the Purchaser shall concurrently deliver to the Vendors the payment of $7,500 in consideration for the claim.
5. FORCE MAJEURE
If the Purchaser is prevented from or delayed in complying with any provisions of this Agreement by reason of strikes, labour disputes, lockouts, labour shortages, power shortages, fires, wars, acts of God, governmental regulations restricting normal operations or any other reason or reasons beyond the control of the Purchaser, the time limited for the performance of the various provisions of this Agreement as set out above shall be extended by a period of time equal in length to the period of such prevention and delay, and the Purchaser, insofar as is possible, shall promptly give written notice to the Vendor of the particulars of the reasons for any prevention or delay under this section, and shall take all reasonable steps to remove the cause of such prevention or delay and shall give written notice to the Vendor as soon as such cause ceases to exist.
6. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject matter of this Agreement.
7. NOTICE
7.1 Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered to the other party at its respective address first noted above, and any notice given as aforesaid shall be deemed to have been given, if delivered, when delivered, or if mailed, on the fourth business day after the date of mailing thereof.
7.2 Either party may from time to time by notice in writing change its address for the purpose of this paragraph.
8. RELATIONSHIP OF PARTIES
Nothing contained in this Agreement shall, except to the extent specifically authorized hereunder, be deemed to constitute either party a partner, agent or legal representative of the other party.
-4-
9. FURTHER ASSURANCES
The parties hereto agree to do or cause to be done all acts or things necessary to implement and carry into effect the provisions and intent of this Agreement.
10. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
11. TITLES
The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.
12. CURRENCY
All funds referred to under the terms of this Agreement shall be funds designated in the lawful currency of the United States of America.
13. NONSEVERABILITY
This Agreement shall be considered and construed as a single instrument and the failure to perform any of the terms and conditions in this Agreement shall constitute a violation or breach of the entire instrument or Agreement and shall constitute the basis for cancellation or termination.
14. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with the laws prevailing in the Province of British Columbia.
15. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.
-5-
IN WITNESS WHEREOF
this Agreement has been executed as of the day and year first above written.
HELEN LOUISE ROBINSON
/s/ Helen Louise Robinson
Helen Louise Robinson
JUPITER RESOURCES INC.
per:
/s/ Koah Kruse
Koah Kruse, President
MICHAEL T. STUDER CPA P.C.
18 East Sunrise Highway
Freeport, NY 11520
Phone: (516) 378-1000
Fax: (516) 546-6220
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Jupiter Resources Inc.
I consent to the use in the Registration Statement on Form SB-2 of my report dated October 12, 2007, included therein relating to the financial statements of Jupiter Resources Inc. for the period June 15, 2006 (inception) to August 31, 2007. I also consent to the reference to the firm under the heading “Interest of Named Experts and Counsel” in this registration statement.
/s/ Michael T. Studer
Freeport, New York
Michael T. Studer CPA P.C.
December 14, 2007
Consent Of Geological Consultant
I hereby consent to the inclusion and reference of my report dated July 18, 2007 entitled "Technical Report on the Elton Property” in the Registration Statement on Form SB-2 filed by Jupiter Resources Inc. with the United States Securities and Exchange Commission. I confirm that I have reviewed Jupiter Resources Inc.’s summary of my geological report in its registration statement and concur will its contents. I also consent to the inclusion of my name as an expert in Jupiter Resources Inc.’s registration statement and the filing of this consent as an exhibit to its registration statement.
October 04, 2007
/s/ T. Carpenter
T. Carpenter, B.Sc., P. Geo.
Professional Geologist
Exhibit 99.1