UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange
    Act of 1934

                 For the quarterly period ended March 31, 2012

[ ] Transition report under Section 13 or 15(d) of the Exchange Act

            For the transition period from __________ to __________

                       Commission File Number: 333-171373


                            JASPER EXPLORATIONS INC.
             (Exact name of Registrant as specified in its charter)

            Nevada                                               26-2801338
  (State or other jurisdiction                                 (I.R.S.Employer
of incorporation  or organization)                           Identification No.)

                                  9012-100 St.
                           Westlock, Alberta, T7P 2L4
                    (Address of principal executive offices)


                                  780-349-1755
              (Registrant's telephone number, including area code)

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

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). YES [ ] NO [ ]

We had a total of 30,100,000 shares of common stock issued and outstanding at
June 18, 2012.

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Transitional Small Business Disclosure Format: Yes [ ] No [X]
<PAGE>
CONTENTS

PART I - FINANCIAL INFORMATION................................................ 3

ITEM 1.  FINANCIAL STATEMENTS................................................. 3

ITEM 2.  MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS................................................12

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........13

ITEM 4.  CONTROLS AND PROCEDURES..............................................13

PART II. OTHER INFORMATION....................................................14

ITEM 1.  LEGAL PROCEEDINGS....................................................14

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS............................14

ITEM 4.  MINE SAFETY DISCLOSURE...............................................14

ITEM 4A. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................14

ITEM 5.  OTHER INFORMATION....................................................14

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.....................................15

SIGNATURES....................................................................16

                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The interim financial statements included herein are unaudited but reflect, in
management's opinion, all adjustments, consisting only of normal recurring
adjustments that are necessary for a fair presentation of our financial position
and the results of our operations for the interim periods presented. Because of
the nature of our business, the results of operations for the quarterly period
ended March 31, 2012 are not necessarily indicative of the results that may be
expected for the full fiscal year.

                                       3
<PAGE>
                            Jasper Explorations Inc.
                         (An Exploration Stage Company)
                                 Balance Sheets
                                    Unaudited
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                                      As of              As of
                                                                     March 31,         December 31,
                                                                       2012               2011
                                                                     --------           --------
<S>                                                                  <C>                <C>
                                      ASSETS

CURRENT ASSETS
  Cash                                                               $     --           $     --
                                                                     --------           --------
      TOTAL CURRENT ASSETS                                                 --                 --
                                                                     --------           --------

      TOTAL ASSETS                                                   $     --           $     --
                                                                     ========           ========

                       LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                           $  6,028           $  5,421
  Convertible loan payable - related party                              1,500              1,500
                                                                     --------           --------
      TOTAL CURRENT LIABILITIES                                         7,528              6,921
                                                                     --------           --------
      TOTAL LIABILITIES                                                 7,528              6,921
                                                                     --------           --------

STOCKHOLDER'S EQUITY
  Common stock, $0.001 par value
   75,000,00 common shares authorized
   30,100,000 shares issued and outstanding                            30,100             30,100
  Deficit accumulated during exploration stage                        (37,628)           (37,021)
                                                                     --------           --------
      TOTAL STOCKHOLDER'S DEFECIT                                      (7,528)            (6,921)
                                                                     --------           --------

      TOTAL LIABILITIES AND STOCKHOLDER'S DEFECIT                    $     --           $     --
                                                                     ========           ========
</TABLE>


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

                                       4
<PAGE>
                            Jasper Explorations Inc.
                         (An Exploration Stage Company)
                            Statements of Operations
                                    Unaudited
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                           For the             For the          From inception
                                                         Three Months        Three Months     (December 18, 2008)
                                                            ending              ending                to
                                                           March 31,           March 31,           March 31,
                                                             2012                2011                2012
                                                         ------------        ------------        ------------
<S>                                                      <C>                 <C>                 <C>
REVENUE                                                  $         --        $         --        $         --
                                                         ------------        ------------        ------------
EXPENSES
  Impairment loss on mineral claims                                --                  --              15,091
  Accounting & professional fees                                  607               3,500              22,537
                                                         ------------        ------------        ------------
TOTAL EXPENSES                                                    607               3,500              37,628

Net loss from operations                                         (607)             (3,500)            (37,628)
                                                         ------------        ------------        ------------

NET LOSS                                                 $       (607)       $     (3,500)       $    (37,628)
                                                         ============        ============        ============

Basic loss per common share                              $    (0.0000)       $    (0.0007)
                                                         ------------        ------------

Weighted average number of common shares- basic            30,100,000          10,027,397
</TABLE>


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

                                       5
<PAGE>
                            Jasper Explorations Inc.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                                    Unaudited
                             (Stated in US Dollars)

<TABLE>
<CAPTION>
                                                              For the           For the         From inception
                                                            Three Months      Three Months    (December 18, 2008)
                                                               ending            ending               to
                                                              March 31,         March 31,          March 31,
                                                                2012              2011               2012
                                                              --------          --------           --------
<S>                                                           <C>              <C>                <C>
OPERATING ACTIVITIES
  Net loss                                                    $   (607)         $ (3,500)          $(37,628)
  Adjustments to reconcile net loss to net cash
   used in operating activities
     Shares issued for services                                     --                --                100
     Impairment loss of mineral claims                              --                --             15,000
     Changes in operating assets and liabilities                                     607              6,028
                                                              --------          --------           --------
           NET CASH USED IN OPERATING ACTIVITIES                    --            (3,500)           (16,500)


INVESTING ACTIVITIES
  Purchase of mineral claim                                         --                --            (15,000)
                                                              --------          --------           --------
           NET CASH USED IN INVESTING ACTIVITIES                    --                --            (15,000)


FINANCING ACTIVITIES
  Proceeds from convertible loan payable -
   related party                                                    --                --              1,500
  Proceeds on sale of common stock                                  --                --             30,000
                                                              --------          --------           --------
           NET CASH PROVIDED BY FINANCING ACTIVITIES                --                --             31,500
                                                              --------          --------           --------
NET INCREASE(DECREASE) IN CASH                                      --            (3,500)                --
                                                              --------          --------           --------
Cash at beginning of period                                         --             8,997                 --
                                                              --------          --------           --------

CASH AT END OF PERIOD                                         $     --          $  5,497           $     --
                                                              ========          ========           ========
CASH PAID FOR:
  Shares issued for services                                  $     --          $     --           $    100
  Interest                                                    $     --          $     --           $     --
                                                              ========          ========           ========
  Income Tax                                                  $     --          $     --           $     --
                                                              ========          ========           ========
</TABLE>


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

                                       6
<PAGE>
                            Jasper Explorations Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                   (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.

The company was organized for the purpose of acquiring and exploring mineral
claims. The company acquired a mineral claim with unknown reserves. The company
does not presently have any operations and is considered to be in the
exploration stage.

The accompanying financial statements have been prepared in accordance with the
FASB ASC 915-10, "Development Stage Entities". A development stage enterprise is
one in which planned principal operations have not commenced; or if its
operations have commenced, there have been no significant revenues derived there
from. As of March 31, 2012, the Company has not fully commenced nor has it
received revenues from its planned principal operations.

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been included. All such adjustments are of a normal recurring
nature. Operating results for the three months period ended March 31, 2012 are
not necessarily indicative of the results that may be expected for the fiscal
year ending December 31, 2012. For further information refer to the financial
statements and footnotes thereto included in our form 10-K for the year ended
December 31, 2011.

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.

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.However the company is in
the development stageand accordingly, has not generated revenues from
operations.As shown on the accompanying financial statements, the company has
incurred a net loss of $37,628 for the period from inception (December 18,2008)
to March 31, 2012. These conditions raise substantial doubt about the company's
ability to continue as agoing concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

The company recognizes income and expenses based on the accrual method of
accounting. The Basis is United States generally accepted accounting principles.

                                       7
<PAGE>
                            Jasper Explorations Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                   (Unaudited)


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, 2012, the company had a net operating loss
available for carryforward of $37,628.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic
earnings per common share ("EPS") calculations are determined by dividing net
income by the weighted average number of shares of common stock outstanding
during the year. Diluted earnings per common share calculations are determined
by dividing net income by the weighted average number of common shares and
dilutive common share equivalents outstanding. During periods when common stock
equivalents, if any, are anti-dilutive they are not considered in the
computation.

Cash & Cash Equivalents

For the purposes of the statement of cash flows, the Company considers all
highly liquid investments with a maturity of three months or less to be cash
equivalents.

Revenue Recognition

Revenue is recognized on the sale and delivery of a product or the completion of
a service provided. The Company currently has no revenue to date.

Advertising and Market Development

The company expenses advertising and market development costs as research data
expenses.

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.

                                       8
<PAGE>
                            Jasper Explorations Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                   (Unaudited)


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 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.

                                       9
<PAGE>
                            Jasper Explorations Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                   (Unaudited)


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, 2012 and
December 31, 2011. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. These financial
instruments include cash, prepaid expenses and accounts payable. 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 Acccounting 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.

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 for the year ended December 31,
2010. A maintenance fee to keep maintain title to the mineral claims of $91 was
paid during the year ended December 31, 2011. Please see ASC Topic 360 for
Plant, Property, and Equipment and management analysis of Impairment.

                                       10
<PAGE>
                            Jasper Explorations Inc.
                         (An Exploration Stage Company)
                        Notes to the Financial Statements
                                   (Unaudited)


5. CONVERTIBLE NOTE

On December 18, 2008, the company entered into a Promissory Note agreement with
the 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 shares of 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 debtholder 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 without penalty. As at March 31, 2012 and December 31, 2011, the balance in
note payable account is $1,500 and $1,500 respectively.

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 at par value for services rendered. There are no other issuances of
common stock for the three month period ended March 31, 2012.

7. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

On December 18, 2008, the company entered into a Promissory Note agreement with
the 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 shares of 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 debtholder 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 without penalty

                                       11
<PAGE>
ITEM 2. MANAGEMENT`S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

This section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this report. These forward looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.

OVERVIEW

Jasper Explorations Inc. was incorporated in the State of Nevada as a for-profit
company on December 18, 2008. The company was organized for the purpose of
acquiring and exploring mineral claims. The company acquired a mineral claim
with unknown reserves. The company does not presently have any operations and is
considered to be in the exploration stage.

PLAN OF OPERATION

The Company has not yet generated any revenue from its operations. As of the
fiscal quarter ended March 31, 2012 we had $nil in cash on hand. We incurred
operating expenses in the amount of $607 in the quarter ended March 31, 2012.

Our current cash holdings will not satisfy our liquidity requirements and we
will require additional financing to pursue our planned business activities. We
are in the process of seeking equity or debt financing to fund our operations
over the next 12 months. Management cautions that financing may not be available
to us on acceptable terms or at all, and thus we could fail to satisfy our
future cash requirements.

If we are unsuccessful in raising the additional proceeds through equity
financing we will then have to seek additional funds through debt financing,
which would be very difficult for a new development stage company to secure. If
the company cannot raise proceeds via a financing through its common stock or
secure debt financing it would be required to cease business operations. As a
result, investors in the company would lose all of their investment.

Management does not plan to hire additional employees at this time. Our
President will be responsible for current operations. We will use third party
consultants should we require assistance in any activities.

OFF BALANCE SHEET ARRANGMENT

The Company does not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on the Company's financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to investors.

                                       12
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4. CONTROLS AND PROCEDURES

The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company's internal control over
financial reporting is a process designed under the supervision of the Company's
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company's financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.

As of March 31, 2012 management assessed the effectiveness of the Company's
internal control over financial reporting based on the criteria for effective
internal control over financial reporting established in SEC guidance on
conducting such assessments. Based on that evaluation, they concluded that,
during the period covered by this report, such internal controls and procedures
were not effective to detect the inappropriate application of US GAAP rules as
more fully described below. This was due to deficiencies that existed in the
design or operation of our internal control over financial reporting that
adversely affected our internal controls and that may be considered to be
material weaknesses.

The matters involving internal controls and procedures that the Company's
management considered to be material weaknesses under the standards of the
Public Company Accounting Oversight Board were: (1) lack of a functioning audit
committee and lack of a majority of outside directors on the Company's board of
directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; (3) insufficient
written policies and procedures for accounting and financial reporting with
respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (4) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were identified
by the Company's Chief Financial Officer in connection with the review of our
financial statements as March 31, 2012 and communicated the matters to our
management.

Management believes that the material weaknesses set forth in items (2), (3) and
(4) above did not affect the Company's financial results. However, management
believes that the lack of a functioning audit committee and lack of a majority
of outside directors on the Company's board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures can affect the Company's results and its financial
statements for the future years.

We are committed to improving our financial organization. As part of this
commitment, we will create a position to segregate duties consistent with
control objectives and will increase our personnel resources and technical
accounting expertise within the accounting function when funds are available to
the Company: i) Appointing one or more outside directors to our board of
directors who shall be appointed to the audit committee of the Company resulting
in a fully functioning audit committee who will undertake the oversight in the
establishment and monitoring of required internal controls and procedures; and
ii) Preparing and implementing sufficient written policies and checklists which
will set forth procedures for accounting and financial reporting with respect to
the requirements and application of US GAAP and SEC disclosure requirements.

                                       13
<PAGE>
Management believes that the appointment of one or more outside directors, who
shall be appointed to a fully functioning audit committee, will remedy the lack
of a functioning audit committee and a lack of a majority of outside directors
on the Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the
technical expertise and knowledge will result proper segregation of duties and
provide more checks and balances within the department. Additional personnel
will also provide the cross training needed to support the Company if personnel
turn over issues within the department occur. This coupled with the appointment
of additional outside directors will greatly decrease any control and procedure
issues the company may encounter in the future.

We will continue to monitor and evaluate the effectiveness of our internal
controls and procedures and our internal controls over financial reporting on an
ongoing basis and are committed to taking further action and implementing
additional enhancements or improvements, as necessary and as funds allow.

There have been no changes in our internal control over financial reporting
identified in connection with the evaluation required by paragraph (d) of Rules
13a-15 or 15d-15 under the Exchange Act that occurred during the small business
issuer's last fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and to our knowledge, no
such proceedings are threatened or contemplated.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 4A. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to our security holders for a vote during the period
ending March 31, 2012.

ITEM 5. OTHER INFORMATION

None.

                                       14
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number                        Description of Exhibit
------                        ----------------------
 3.1          Articles of Incorporation (1)

 3.2          Bylaws (1)

31.1          Certification by Chief Executive Officer and Chief Financial
              Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the
              Exchange Act, promulgated pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002, filed herewith

32.1          Certification by Chief Executive Officer and Chief Financial
              Officer, required by Rule 13a-14(b) or Rule 15d-14(b) of the
              Exchange Act and Section 1350 of Chapter 63 of Title 18 of the
              United States Code, promulgated pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002 filed herewith

----------
(1)  Filed with the SEC as an exhibit to our Form S-1 Registration Statement.

                                       15
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date: June 18, 2012

Signature                                             Title
---------                                             -----


By: /s/ Robert Denman                      Chief Executive Officer, Chief
    ---------------------------------      Financial Officer, President,
    Robert Denman                          Secretary, Treasurer, and Director
                                           (Principal Executive Officer and
                                           Principal Accounting Officer)

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