ITEM 1. BUSINESS.
Company History
JPX Global, Inc.,(f.k.a. Jasper Explorations,
Inc.) (the “Company”), was organized under the laws of the State of Nevada on December 18, 2008 as Jubilee Resources,
Inc., to explore mineral properties in North America. The name of the Company was subsequently changed to Jasper Explorations,
Inc. on December 16, 2010. The name of the Company was again changed on January 3, 2013 from Jasper Explorations, Inc. to JPX Global,
Inc.
On January 3, 2013, the
Company approved the action to amend and restate the Articles of Incorporation of the and increase the authorized common shares
to 500,000,000 and create and authorize 40,000,000 shares of Preferred Stock which was approved by written consent of the holder
representing approximately 67% of the outstanding voting securities of the Company. Series A Preferred Stock was created and designated
with super-voting rights of 100 votes per share of Series A Preferred Stock held, and is convertible into 10 shares of common stock
for every share of preferred stock held.
Prior to February 15, 2013, the Company
was primarily engaged in the exploration for copper, molybdenum and other minerals, but the Company did not realize any revenues.
On February 15, 2013, the Company entered
into an agreement to acquire all of the assets of Scorpex, Inc., a Nevada corporation, in exchange for 103,250,000 shares of Common
Stock and 5,000,000 shares of Series A Preferred Stock of the Company (such transaction is hereafter referred to as the “Acquisition”).
We are now a development stage waste disposal and recycling company, with the goal of storing and disposing all types of waste,
including those classified as industrial, toxic, and hazardous. With the acquisition of the Scorpex assets the Company has a business
model to capitalize on the opportunities available in the integrated waste, and waste management services sector primarily in Mexico.
Plan of Operations
We are a development stage company with no history
of operations. As a result of the Acquisition of the Scorpex assets, the Company intends to further capitalize on opportunities
in its integrated waste, and waste management service operations, including the receiving, storage, transfer and disposal in an
environmental manner. In providing these services, we intend to actively pursue projects and initiatives that we believe make a
positive difference for our environment which will be focused on gasification of waste in an environmental manner. It is expected
that our customer base will include commercial, industrial, municipal and residential customers, other waste management companies,
electric utilities, and governmental entity properties. As at December 31, 2012, we are an explorations stage company and have
not realized any revenues. We do not have sufficient capital to enable us to commence and complete our exploration program. We
will require additional financing in order to conduct the exploration programs described herein. Our auditors have issued a going
concern opinion, raising substantial doubt about the Company’s financial prospects and the Company’s ability to continue
as a going concern.
Waste management and collection involves picking up and transporting
waste from where it was generated to our planned gasification facilities. We intend to sub-contract our collection services. Waste
is defined as nonhazardous waste sent off-site for final disposal through gasification including household waste, commercial, business
or institutional waste, construction and demolition debris, regulated medical waste, yard waste, sludge, scrap tires and hazardous
waste.
The Waste Gasification/Thermal Oxidation Plant, where we intend
to convert waste to ash, is a two-stage waste combustion process that converts combustible organic matter from its existing solid,
sludge or liquid state into a gas under an oxygen depleted environment (also known as “oxidation”). The resulting gas
product is then well mixed with ambient air before being burnt off in a secondary gas-processing unit.
The technology reverts any man made or organic waste product back
to its natural state, which is inert ash or breathable air. The technology is capable of handling community solid waste content
and biosolids including medical waste, tires, plastics, wood waste, oily waste, furniture and other organic or man-made compounds
found in municipal or industrial waste.
The intended plant is comprised of three basic components: a Primary
Gasification Cell, a Secondary Gas Processor, and a computerized Process Logic Controller. Combustible waste material is placed
into the primary gasification cell through the load access door. In some facilities this can be done via a loading conveyor. The
proposed design is to have collection vehicles dump their waste load directly into the primary oxidation cell.
The Primary Cell can be either a batch or continuous feed processor.
Based on our research, batch processing provides the most efficient and cost effective strategy for the waste management solution.
In the case of batch processing once the cell has received that days collected waste, the door is closed and the process is initiated.
The cell does not have to be full for the system to be activated.
An operator is responsible for supervising the loading of waste
material, and initiating the process startup. A computer keystroke (or optional manual button and lever control) which pre-heats
the secondary gas-processing unit accomplishes this start-up. Once that unit reaches its pre-set temperature, the primary gasification
cell heater is activated, and the process begins. Approximately 8 to 12 hours later, the organic wastes in the primary cell will
have been converted to a gas, and the cycle will generally be complete. The system will move to its “cool down” mode.
In another 4-6 hours, the system may be re-loaded, and another process started, with or without the removal of the preceding load’s
ash material.
Residual materials (bottles, cans, ash and misc.) need only to be
removed periodically. The composition of MSW consists mainly of organic and combustible waste. Glass and metals are easily extracted
in our plant design as it includes equipment that will assist in the process and cut down on labor man-hours. Ash removal is either
an automated or manual process. In automated unloading, the base of the primary gasification cell contains a ductile iron furnace
floor conveyor that evacuates material remaining in the base of the unit through a side access door. This dry waste material empties
into a storage bin, which can be removed to another location for recycling.
Aluminum, metal and glass can be completely recovered. Emissions
may be captured and used as a nonfossil fuel source for various “on site” processes.
Our intention is to take the ash that is left over from our disposal
process and create a brick out of the residue. The machines that will be used, through 60 thousand pounds of pressure, will create
this brick that can then be donated back to any municipality for various uses.
We intend to provide our services under two types of agreements:
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For commercial and industrial collection services, we intend to enter a multi-year service agreement.
The fees under these agreements will be influenced by factors such as collection frequency, type and volume or weight of the waste
collected, distance to our facility, labor costs, cost of gasification and general market factors.
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For most residential collection services, we will have a contract with, or a franchise granted
by, a municipality, homeowners’ association or some other regional authority that will give us the exclusive right to service
all or a portion of the homes in an area. These contracts or franchises are typically for periods of one to five years. We expect
the fees for residential collection to be either paid by the municipality or authority from their tax revenues or service charges,
or are paid directly by the residents receiving the service.
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With its current assets, and without further financing, our auditor
has expressed substantial doubt as to our ability to continue as a Going Concern. However, the Company plans to raise the capital
necessary to fund our business through a private placement and public offering of our common stock.
Because the company has incurred losses, income
tax expenses are immaterial. No tax benefits have been booked related to operating loss carryforwards, given the uncertainty of
the Company being able to utilize such loss carryforwards in future years. The Company anticipates incurring additional losses
during the coming year.
Market
We believe that the $55 billion US waste
management industry will play a substantial role in the coming economic recovery and the growth of worldwide trade as traditional
waste conversion, as well as the more technical methods such as gasification, plasma arc gasification, hydrolysis, and pyrolysis
become cheaper and more efficient. In a world where in 2011 alone, the world’s rapidly increasing urban population generated
nearly 2 billion tons of municipal solid waste (“MSW”), it is no longer sufficient to discard trash. It is estimated
that this number will rise to at least 2.9 billion tons by 2022. Today, more than 800 thermal waste-to-energy (“WTE”)
plants operate in nearly 40 countries around the globe. Led by Asia-Pacific and Europe, this number is expected to grow rapidly
over the next decade, potentially treating 396 million tons of MSW annually by 2022 with an estimated output of 151 terawatt hours
(TWh) of electricity. Of the municipal solid waste generated, 33 percent was recycled in 2011, up from 32 percent in 2010.
Competition
The solid waste industry is very competitive.
Competition comes from a number of publicly held solid waste companies, private solid waste companies, large commercial and industrial
companies handling their own waste collection or disposal operations and public and private waste-to-energy companies. We also
have competition from municipalities and regional government authorities with respect to residential and commercial solid waste
collection and solid waste landfills..
Operating costs, disposal costs and collection
fees vary widely throughout Mexico. The prices that we intend to charge will be determined locally, and typically vary by the volume
and weight, type of waste collected, treatment requirements, risk of handling or disposal, frequency of collections, distance to
final disposal sites, labor costs and amount and type of equipment furnished to the customer. We will face intense competition
in our core business based on pricing and quality of service. However, we believe that we can distinguish the Company from our
competition by providing precise accounting, exceptional customer service, comprehensive tax management, and competitive pricing.
While we intend to offer some customers credit terms, in most cases the credit lines will be secured by corporate or personal guarantees,
deposits, letters of credit or other bank instruments, and liens.
Mining Interests
The Company has acquired a copper prospect consisting of two (2)
claim units consisting of a total of 12 cells located about three (3) kilometers southwest of the town of Westwold, British Columbia,
Canada. The total claim area is 247.45 hectares. We refer to these mining claims as the Red Streak Jasper Property.
We were an exploration stage company and we cannot provide assurance
to investors that our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory
work is done and an economic evaluation based on such work concludes economic feasibility.
Property Acquisition Details
JPX Global Inc. (fka Jasper Explorations Inc.) purchased the Red
Streak Jasper Property for USD $15,000.
Access
The Red Streak Jasper Property is located near Nimpkish
Lake, BC; about 35 minutes drive south of the town of Port McNeill on northern Vancouver Island. The property covers a recently
logged area in the vicinity of Kinman Creek, which flows westward into Nimpkish Lake. The property is accessible to 4 wheel drive
vehicles from the Island Highway via Canfor’s Kinman Creek logging road and by recent spurs which cross most of the claims.
The property contains strong attributes toward cost-effective property development, including easy access to road, rail, and deep-water
transportation facilities.
Fig. 1
RED STREAK JASPER PROPERTY REGIONAL LOCATION
MAP
Topography, Climate, Vegetation
The climate of the Nimpkish area is
mild and wet, with about 400 cm of precipitation falling annually, mostly as rain. Snowfall covers the higher areas from November
to April, but seldom persists at lower elevations for more than a few weeks in mid-winter. First-growth conifer forest formerly
covered all of the claims, but recent clear-cut logging has exposed more than half the ground covered by the claims. Karst topography
and cave systems are commonly developed in the limestone near watercourses.
Fig.2
RED STREAK JASPER PROPERTY LOCATION MAP
Property Status
The Red Streak Jasper Property currently consists of 247.45 hectares
of mineral title. The Company has acquired 2 claim units of twelve (12) cell units located about near Nimpkish Lake, Northern Vancouver
Island, about 300 kilometers northwest of Vancouver, BC, Canada. The total claim area is 247.45 hectares. We refer to these mining
claims as the Red Streak Jasper Property.
Previous Work
The Nimpkish Lake area has been explored for mineral deposits since
the early 1800’s. The Nimpkish Iron Mine on the Nimpkish River was discovered in the late 1800’s, followed by the Kinman
Creek Copper and Storey Creek or Smith Copper deposits in the 1920’s. After an initial flurry of development including short
underground workings, numerous surface trenches, and diamond drilling in the late 1920’s and early 1930’s, activity
in the area slowed greatly. Exploration for magnetite in the 1950’s and 1960’s brought about a resurgence of exploration.
The Nimpkish Iron Mine was put into production from 1959 to 1963, producing 1.275 million tonnes of iron from 2.17 million tonnes
of ore.
Exploration in the 1980’s and 1990’s concentrated on
copper and gold skarns. Prospecting by James Laird in 1988 - 1990 located several promising skarn deposits and a large resource
of high-grade white marble on what is now the CBL Property. Initial prospecting was also done over parts the ground covered by
the Red Streak Jasper property. A large area of highly altered rusty sediments intruded by granitic rocks in the lower Kinman Creek
valley was found to contain widespread small deposits of pyrite, chalcopyrite, sphalerite and galena (BC AR#20092, 1990).
The Red Streak Jasper occurrence was located and staked in the summer
of 2002 and has produced a limited amount (<1 tonne) of commercial lapidary-grade red jasper for test marketing. The Nimpkish
area has more recently been the subject of several geological assessment reports and a 2005 BC GSB mapping project.
We do not believe we will explore
and develop this mining property in the future and will most likely sell this mining interest.
Fig. 3
NIMPKISH AREA GEOLOGICAL OVERVIEW
The Nimpkish map-area is underlain by a 5 to 7 km thick stratigraphic
sequence of Upper Triassic to Lower Jurassic Vancouver Group sedimentary and volcanic rocks. Mineralization in this stratigraphy
generally occurs as skarn-type metal deposits forming in limestone or marble at or near the contact with younger intrusive granitic
bodies.
Historically, skarn-type deposits on Vancouver Island have been
economically important producers of base and precious metals, and several past mines have been in the multi-million tonne class.
Marble deposits of good colour and purity are also presently being mined at several locations on Vancouver and Texada Islands.
Regional Geology and Mineralization
The Nimpkish map area is underlain by a 5 to 7 km thick stratigraphic
sequence of Upper Triassic to Lower Jurassic Vancouver Group sedimentary and volcanic rocks. The sequence is composed of Upper
Triassic Karmutsen Formation marine mafic volcanics, overlain by Quatsino Formation limestone/marble, and Parson’s Bay Formation
calcareous sediments and tuffs, succeeded by the dominantly andesitic Lower Jurassic Bonanza Group Volcanics. All of these units
have been intruded and metamorphosed by a large Jurassic granodiorite pluton called the Nimpkish Batholith. Major uplift, folding
and faulting preceded and accompanied emplacement of the multi-phase granitic rocks and related skarn mineralization. Marble development
is common in the Quatsino limestone proximal to intrusions.
Skarn-hosted mineralization in the Nimpkish area is most often found
along the contact of limestone and intrusive rocks (exoskarn); in limestone-hosted sulphide-rich mantos and replacements; and at
the “triple point” contact between the Karmutsen and Quatsino formations and intrusives. Numerous greenstone dikes
and small intrusive stocks are found in the limestone adjacent to the major contact zones, and commonly have a “rind”
or contact metasomatic zone of skarn minerals and sulphides.
The common skarn minerals present include; green grossularite and
red-brown andradite garnet, epidote, diopside, manganese alteration (bustamite), calcite and quartz; with magnetite, chalcopyrite,
sphalerite, pyrite, pyrrhotite, limonite and occasionally marcasite, hematite, bornite, covellite, tetrahedrite, galena, molybdenite,
malachite, azurite, and greenockite. Other minerals noted in the altered zones include; sericite, biotite, k-feldspar and chlorite
and occasionally red jasper, jade-green serpentine, blue to lavender dumortierite, lemon-yellow vesuvianite, and green to black
tourmaline.
The property has been physically
examined by Greg Thompson, B.Sc., P.Geo. He has informed the Company that significant surface exploration potential still exists
in the Nimpkish area.
Fig. 4
RED STREAK AREA STRATIGRAPHIC COLUMN
Fig.5
RED STREAK JASPER PROPERTY MAP
Red Streak Jasper property Geology and Mineralization
The main rock units exposed on the Red Streak Jasper property are
Parson’s Bay Formation sediments and volcaniclastics, granodiorite of the Island Intrusions Plutonic Suite, and a limited
area of Karmutsen Formation Basalt along the eastern edge of the property.
The Parson’s Bay Formation is a complex limestone and volcaniclastic
sediment package with rapid vertical and lateral changes in facies. Rock types include black limestone, thin-bedded cherty tuffaceous
limestone, agglomeratic limestone, grey coralline limestone reefs, thin-bedded calcareous argillite, and quartzite. Marine fossils
are common in some units and are usually well preserved. Andesite flows, sills, breccias and dikes representing the earliest stages
of the Bonanza Volcanics are locally present. The Parson’s Bay Formation is generally fractured and faulted near the numerous
intrusives of the Island Intrusions, and is very rusty due to abundant pyritization. Minor mineral deposits containing pyrite,
chalcopyrite, sphalerite, galena and tetrahedrite are common in shear zones near the intrusives.
The intrusive plutonic suite regionally known as the Island Intrusions
includes stocks, sills, and dikes of granodiorite, with some diorite, quartz diorite, greenstone, hornblende-feldspar porphyry,
felsite and quartz-feldspar porphyry. The contact-altered granitic rocks can host minor occurrences of pyrite, chalcopyrite and
molybdenite in endoskarn zones, vein systems, shears, breccias and disseminations.
The limited area of Karmutsen basalt on the eastern boundary was
found to contain minor amounts of pyrite, magnetite and chalcopyrite.
Fig. 6
RED STREAK JASPER
The original mineral deposit located on the Red Streak Jasper property
is a lapidary-quality red jasper deposit located close to a major logging road. Three separate jasper-bearing shear zones cross
an andesite flow or sill. The jasper has been hand-trenched and test sampled, removing about one tonne of material for test-marketing.
The jasper is a striking bright red colour with patches of pyrite and green epidote. It has been successfully fashioned into cabochons,
polished slabs and tumbled stones by various lapidary shops and mineral clubs.
An approximate price the raw material sold for in <1 kg.-sized
pieces was $5.00/kg. Given the visible trenched length of the known deposits and assuming a similar depth and width, in excess
of ten tonnes of jasper is approximated to be present.
On the north side of Kinman Creek along the access road, a one-metre
wide shear-hosted deposit containing sphalerite, galena, chalcopyrite and tetrahedrite has been located. Assays from this zone
give values up to 38 ppm silver, 9.74% zinc, 4.34% lead, 3.51% copper, 388 ppm molybdenum, and 811 ppm cadmium.
The rock units present in the lower Kinman Creek area are highly
altered and pyritized by stocks and dikes of granodiorite. The style of mineralization present is possibly related to a porphyritic
phase of the Nimpkish intrusion.
Fig7
LOWER KINMAN CREEK VALLEY
CONCLUSIONS AND RECOMMENDATIONS
A proposed work program includes reconnaissance prospecting, geological
mapping and rock sampling, construction of a control grid, EM and magnetometer geophysical surveys, and soil geochemical sampling.
The anticipated costs of this development are presented in three results-contingent stages.
Description of the sample collection:
The jasper has been hand-trenched and test sampled, removing about
one tonne of material for test-marketing. The jasper is a striking bright red colour with patches of pyrite and green epidote.
It has been successfully fashioned into cabochons, polished slabs and tumbled stones by various lapidary shops and mineral clubs.
An approximate price the raw material sold for in <1 kg.-sized pieces was $5.00/kg. Given the visible trenched length of the
known deposits and assuming a similar depth and width, in excess of ten tonnes of jasper is approximated to be present.
On the north side of Kinman Creek along the access road, a one-metre
wide shear-hosted deposit containing sphalerite, galena, chalcopyrite and tetrahedrite has been located. Assays from this zone
give values up to 38 ppm silver, 9.74% zinc, 4.34% lead, 3.51% copper, 388 ppm molybdenum, and 811 ppm cadmium.
The rock units present in the lower Kinman Creek area are highly
altered and pyritized by stocks and dikes of granodiorite. The style of mineralization present is possibly related to a porphyritic
phase of the Nimpkish intrusion.
Phase 1 Cost Estimate
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Consultant/Project Manager – 7 days @ $450/day
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$
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3,150
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Geologist – 7 days @ $450/day
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$
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3,150
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Sampler/Geological Assistant – 7 days @ $250/day
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$
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1,750
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Truck rental – 1500 km @ 0.75/km inclusive
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$
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1,125
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Rock assay samples – 50 @ $50.00 per sample
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$
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2,500
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Soil and silt samples – 150 @ $25.00 per sample
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$
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3,750
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BC Ferries
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$
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250
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Per diem – 21 man-days @ $125.00 m/day
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$
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2,625
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Misc. sampling and field supplies
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$
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500
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Report and reproduction costs
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$
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1,500
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Total
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$
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20,300
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Phase 2
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Detailed geological mapping and rock sampling, grid construction, soil and silt geochemical survey, IP and magnetometer surveys, establish drill and trenching targets, four-man crew with supplies, transportation, report; est.14 day program.
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$
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90,000
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Phase 3
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1000 meters of diamond drilling @ $100.00 per meter, plus geological supervision, assistant, supplies, transportation, assays, report and other ancillary costs; est. 21 day program.
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$
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170,000
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TOTAL
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$
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280,300
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Compliance with Government Regulation
We will be required to conduct all mineral exploration activities
in accordance with government regulations. Such operations are subject to various laws governing land use, the protection of the
environment, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, well safety and
other matters. Unfavorable amendments to current laws, regulations and permits governing operations and activities of resource
exploration companies, or more stringent implementation thereof, could have a materially adverse impact and cause increases in
capital expenditures which could result in a cessation of operations.
Employees
As of December 31, 2012, we had 2 employees/independent
contractors including a manager / attorney, consultant, and property security. We used the services of various contract personnel
from time to time. Although national unemployment rates remain high relative to historical averages, there exists a significant
amount of competition for skilled personnel in the waste management and waste conversion industry. Nevertheless, we expect to
be able to attract and retain such additional employees as are necessary, commensurate with the anticipated future expansion of
our business resulting from future acquisitions and joint ventures. Further, we expect to continue to use consultants, contract
labor, attorneys and accountants as necessary.
Available Information
JPX Global (fka Jasper Explorations Inc.)
is subject to the information requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith files
quarterly and annual reports, as well as other information with the Securities and Exchange Commission (“Commission”)
under File No. 000-54793. Such reports and other information filed with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates, and at
various regional and district offices maintained by the Commission throughout the United States. Information about the operation
of the Commission’s public reference facilities may be obtained by calling the Commission at 1-800-SEC-0330. The Commission
also maintains a website at
http://www.sec.gov
that contains reports and other information regarding the Company and other
registrants that file electronic reports and information with the Commission.