Notes to the Financial Statements
March 31, 2013
Unaudited
1. ORGANIZATION
The company was incorporated under the laws of the state of
Nevada on December 18, 2008, with 75,000,000 authorized common shares with a par value of $0.001. On January 3, 2013, the
Company approved the action to amend and restate the Articles of Incorporation of the Company 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.
The company was initially organized for the purpose of
acquiring and explorin
g
mineral claims. The company acquired a mineral claim with unknown reserves. We intend to
continue to hold the mining claims, but will not be developing these assets during 2013. For this reason, we are no longer
classifying the Company as an exploration stage company. The primary goal of the Company will be to develop into a waste
services business and classify the Company as a development stage company. The company has recently modified its business
plan to include the development of waste management services including the storage, recycling, and disposal of waste. The
company does not presently have any
operations and is considered to be
in the developmental stage
.
2. GOING CONCERN
The accompanying financial statements have been prepared assuming that the company will continue as a going
concern. The company does not have a sufficient working capital for its planned activity, and to service its debt, which raises
substantial doubt about its ability to continue as a going concern. The Company has incurred accumulated losses of $58,259 since
inception (December 18, 2008) through March 31, 2013.
Continuation of the company as a going concern is dependent upon
obtaining additional working capital and the management of the company has developed a strategy which it believes will accomplish
this objective through short term loans from an officer-director, and additional equity investments, which will enable the company
to continue operations for the coming year. These financial statements do not include any adjustments relating to the recoverability
and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Preparation
Pursuant to the rules and regulations of the Securities
and Exchange Commission for Form 10-Q, the consolidated financial statements, footnote disclosures and other information
normally included in financial statements prepared in accordance with generally accepted accounting principles have been
condensed or omitted. The financial statements contained in this report are unaudited but, in the opinion of management,
reflect all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the interim
financial statements. The results of operations for any interim period are not necessarily indicative of results for the full
year. The balance sheet at December 31, 2012 has been derived from
audited
financial statements at that date but does not include all of the information and footnotes required by accounting principles
generally accepted in the United States of America for complete financial statements.
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, 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. Management reviews these estimates and assumptions on an ongoing basis
using currently available information. Actual results could differ from those estimates.
Income
Tax
The company
utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are
determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect, when the differences are expected to be reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not that such tax benefits will not be realized.
Since inception through March 31, 2013, the company had a net operating
loss available for carry forward of $58,259.
Basic and Diluted Net Income (loss) Per Share
Basic net income (loss) per share amounts is computed based on the
weighted average number of shares outstanding. Diluted net income (loss) per share amounts are computed using the weighted
average number of common and common equivalent shares outstanding as if shares had been issued on the exercise of the common share
rights unless the exercise becomes anti-dilutive and then only the basic per share amounts are presented. Because the Company does
not have any potentially dilutive securities, the accompanying presentation is only of basic loss per common share.
Cash & Cash Equivalents
The Company considers
all highly liquid investments with an original maturity of three months or less to be cash equivalents.
Impairment of Long-Lived Assets
The Company reviews and evaluates long-lived assets for impairment
when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject
to impairment consideration under FASB ASC 360-10-35-17 if events or circumstances indicate that their carrying amount might not
be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the
rules of FASB ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of Long-Lived Assets.
Environmental Requirements
At the report date, environmental requirements related to a formally
held mineral claim are unknown and therefore any estimate of future costs cannot be made.
Mineral Property Acquisitions Costs
Costs of acquisition and option costs of mineral rights are capitalized
upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines, or to develop mine
areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property
is a commercially mineable property.
Costs incurred to maintain current production or to maintain assets
on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility
study, the mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs including related
property and equipment costs. To determine if these costs are in excess of their recoverable amount periodic evaluation of carrying
value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated
salvage value in accordance with FASB Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived
Assets.
Various factors could impact our ability to achieve forecasted
production schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from
the assumptions the Company may use in cash flow models from exploration stage mineral interests. This, however, involves further
risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due
to the lower level of confidence that the identified mineralized material can ultimately be mined economically.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial
statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts
of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual
results could vary from the estimates that were assumed in preparing these financial statements.
Stock-based compensation
The Company records stock based compensation in accordance with
the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee
stock option awards. This eliminates accounting for share-based compensation transactions using the intrinsic value and requires
instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based
awards on a graded vesting basis over the vesting period of the award.
The Company accounts for equity instruments issued in exchange
for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached
by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair
value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration
other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider
of goods or services as defined by FASB ASC 505-50.
Fair value of financial instruments
Fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management as of March 31, 2013 and December 31, 2012.
The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These
financial instruments include cash, accounts payable and accrued liabilities and advances from related party. Fair values
were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying
amounts approximate fair values or they are payable on demand.
Level 1: The preferred inputs to valuation efforts are "quoted
prices in active markets for identical assets or liabilities," with the caveat that the reporting entity must have access
to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities,
not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade
in active markets.
Level 2: FASB acknowledged that active markets for identical assets
and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To
deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges
that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as "unobservable,"
and limits their use by saying they "shall be used to measure fair value to the extent that observable inputs are not available."
This category allows "for situations in which there is little, if any, market activity for the asset or liability at the measurement
date".
Earlier in the standard, FASB explains that "observable inputs"
are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
Recent Accounting Pronouncements
The Company has evaluated the recent accounting pronouncements and
believes that none of them will have a material effect on the company's financial statements.
4. ACQUISITION OF A MINERAL CLAIM
During 2010 the company acquired mineral claims for $15,000 known
as the Red Streak Jasper Property, located about three (3) kilometers southwest of the town of Westwold, British Columbia, Canada
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 intend to continue to hold the mining claims, but will not be developing these assets during 2013. For
this reason, we are no longer classifying the Company as an exploration stage company. The primary goal of the Company will be
to develop into a waste services business and classify the Company as a development stage company.
The acquisitions costs have been impaired and expensed during
2010 because there had been no exploration activities nor had there been any reserves established and we could not project any
future cash flows or salvage value and the acquisition costs were not recoverable. Consequently, we have recorded an
impairment loss for the full amount of $15,000 during the year ended December 31,2010.
5. CONVERTIBLE
NOTE
On December 18, 2008, the company entered into a Promissory Note
agreement with the then CEO of the Company. The note was for a sum of $1,500 non interest bearing, due and payable on December
31, 2010. If note is not paid on December 31, 2010, the note can be converted to common stock of Jasper Exploration for $.001 per
share. At the time the note was issued, the Company did not have a fair value for the stock therefore no beneficial conversion
feature exists. At this time, the Company and the debt holder have not converted the loan into shares of the Company, and the Company
does not currently plan to. The Company and the note holder have verbally agreed that the Company will pay the loan off as it is
able to without penalty. As of March 31, 2013 and December 31, 2012, the balance in note payable account is $1,500.
6.
CAPITAL STOCK
On August 31, 2010, the company issued 30,000,000 private placement
common shares to its founder for cash of $30,000.
On August 17, 2011 the Company issued 100,000 common shares at par
value for services rendered.
On February 15, 2013, the Company entered into an agreement to acquire
all of the outstanding shares of Scorpex, Inc., a Nevada corporation (hereafter, “Scorpex”), 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”). A material condition of the Acquisition, production of audited financial statements, has
not been provided by Scorpex and therefore the Acquisition was terminated in accordance with its terms. All stock issuances have
been rescinded associated with the Acquisition and the total issued and outstanding stock of the Company is 30,100,000 shares of
common stock and 0 shares of preferred stock. No termination penalties have been incurred by the Company.
There are no other issuances of common stock for the three month
period ended March 31, 2013.
7. RELATED PARTY TRANSACTIONS
During the quarter ended March 31, 2013, the related party
advanced the Company $6,644. The total balance due on these advances was $56,622 as of March 31, 2013.
Members of our management team have loaned the Company money
for development, professional fees, and expenses since inception of the Company.
8. SUBSEQUENT EVENTS
On February 15, 2013, the Company entered into an agreement to
acquire all of the outstanding shares of Scorpex, Inc., a Nevada corporation (hereafter, “Scorpex”), 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”). A material condition of the Acquisition, production of audited financial statements,
has not been provided by Scorpex and therefore the Acquisition was terminated in accordance with its terms. All stock issuances
have been rescinded associated with the Acquisition and the total issued and outstanding stock of the Company is 30,100,000 shares
of common stock and 0 shares of preferred stock. No termination penalties have been incurred by the Company.