jptr_8k.htm

8-K 1 jptr_8k.htm jptr_8k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 11, 2008

Jupiter Mining Inc.
(Exact name of registrant as specified in its charter)


Nevada	333-148189	98-0577859
(State or other	(Commission	(IRS Employer
jurisdiction of	File Number)	Identification No.)
incorporation)

408 Royal Street, Imperial, Saskatchewan, Canada S0G 2J0
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (306)963-2788

Suite 98-1446 West 13 Ave., Vancouver, B.C., Canada V6H 1N9
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))

[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Section 5 - Corporate Governance and Management

Item 5.01 - Changes in Control of Registrant

On September 11, 2008, our president, Darcy George Roney, purchased a total of 5,000,000 shares of our restricted common stock from Koah Kruse, previously our President and sole director. The number of shares that Mr. Roney purchased in total represents approximately %71.43 of our issued and outstanding common stock. In connection with the share purchases Mr. Roney paid $5,000 to Koah Kruse. These amounts were paid from Mr. Roney’s personal funds. There are no arrangements or understandings among Mr. Roney and Mr. Kruse and their associates with respect to the election of directors or other matters.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective September 11, 2008, we have appointed Darcy George Roney to act as our President, Secretary, Treasurer and sole Director. Mr. Roney replaces Mr. Koah Kruse in the officer positions, and as our sole Director, Mr. Kruse having resigned said positions on the same date and immediately following said appointments.

There is no material plan, contract, or arrangement, to which Mr. Roney or Mr. Kruse is a party in connection with the aforementioned resignation and

appointments.

Section 8 - Other Events

Item 8.01 - Other Events.

Effective immediately, the head office of the Registrant has been moved to:

408 Royal Street, Imperial, Saskatchewan, Canada S0G 2J0

Tel: 306.963.2788

Fax: 306.963.2788

In accordance with the requirements of Form 8-K, we provide the following information that would be required if we were filing a general form for registration of securities on Form 10:

DESCRIPTION OF BUSINESS

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.

However, we were unable to keep the mineral claim in good standing due to lack of funding and our interest in it has lapsed.

We are reviewing other potential acquisitions in the resource and non-resource sectors. While we are in the process of completing due diligence reviews of several opportunities, there is no guarantee that we will be able to reach any agreement to acquire such assets.

Our plan of operation is to review other potential acquisitions in the resource and non-resource sectors. Currently, we are in the process of completing due diligence reviews of several business opportunities. We expect that these reviews could cost us a total of $20,000 in the next 12 months.

Employees

We have no employees as of the date of this current report other than our two directors.

Research and Development Expenditures

We have not incurred any other research or development expenditures since our incorporation.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Risk Factors

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 current report 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.

Our current operating funds are less than necessary to complete any acquisition of a business interest and fund its future development. As of May 31, we had cash on hand of only $38. We currently do not have any operations and we have no income. We will require additional funds to review, acquire and develop business assets. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required.

Because we do not have any business operations, we face a high risk of business failure.

We were incorporated on June 15, 2006 and have been involved in the acquisition and exploration of mineral exploration properties. We were unsuccessful in this initial business plan and are now seeking to acquire an interest in alternative assets. We may not be able to identify and acquire any interest in suitable business assets.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will fail.

Because our continuation as a going concern is in doubt, we will be forced to cease business operations unless we can generate profit in the future.

The report of our independent accountant to our audited financial statements for the period ended May 31, 2008 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 no source of revenue 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.

Because our sole director owns 71.43% of our outstanding common stock, he could make and control corporate decisions that may be disadvantageous to other minority shareholders.

Our director owns approximately 71.43% of the outstanding shares of our common stock. Accordingly, he will have a 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. He will also have the power to prevent or cause a change in control. 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.

Because our president 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. Darcy George Roney, intends to devote approximately 20% of his business time, providing his services to us. While Mr. Roney presently possesses adequate time to attend to our interests, it is possible that the demands on Mr. Roney 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.

A purchaser is purchasing penny stock, which limits his or her ability to sell the stock.

Our shares of common stock 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.

Forward-Looking Statements

This current report 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 are most likely to 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 current report.

FINANCIAL INFORMATION

Results Of Operations For The Fiscal Year Ended May 31, 2008

We did not earn any revenues during the fiscal year ended May 31, 2008. We do not expect to earn any revenue from operations until we have either commenced mining operations on a resource property, or operations on a non-resource property, both of which expectations are doubtful.

We incurred operating expenses in the amount of $28,439 in the fiscal year ended May 31, 2008 as compared to expenses of $14,279 in fiscal 2007. These operating expenses were comprised of general and administrative expenses of $28,439. At May 31, 2008, our assets consisted of $38 in cash. At the same date, our liabilities consisted of accounting payable and accrued liabilities amounting to $12,456 and a loan due to a related party amounting to $5,300.

We have not attained profitable operations and are dependent upon obtaining financing to pursue further activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

DESCRIPTION OF PROPERTY

We do not own or lease any property.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND

RELATED STOCKHOLDER MATTERS

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 annual report, and by the officer and director, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Title of Class	Name and address of beneficial owner	Amount of beneficial ownership	Percent of class
Common stock	Darcy George Roney Box 215 Imperial, Saskatchewan S0G 2J0	5,000,000	71.43%
Common stock	All officers and directors as a group consisting of one person	5,000,000	71.43%

The percent of class is based on 7,000,000 shares of common stock issued and outstanding as of the date of this annual report.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our executive officers and directors and their respective ages as of the date of

this current report are as follows:

Directors:

Name of Director	Age
Darcy George Roney	52

Executive Officer:

Name of Officer	Age	Office
Darcy George Roney	52	President, Chief Executive Officer, Secretary and Treasurer

Set forth below is a brief description of the background and business experience

of our executive officer and director for the past five years:

Mr. Darcy George Roney has acted as our president, chief executive officer, secretary and treasurer since his appointment on September 11, 2008. Mr. Roney has been employed as a metal fabricator by Rightway Manufacturing Co Ltd., a company involved in the manufacture of farm implements, in Imperial Saskatchewan since 1993.

Mr. Roney currently devotes about 20% of his business time per week to our affairs.

All directors are elected annually by our shareholders and hold office until the next Annual General Meeting. Each officer holds office at the pleasure of the board of directors. No director or officer has any family relationship with any other director or officer.

EXECUTIVE COMPENSATION

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 years ended May 31, 2008 and May 31, 2007

Annual Compensation

Name	Title	Year	Salary	Bonus	Other Comp.	Restricted Stock Awarded	Options (#)	LTIP SARs($)	Other Payouts	Comp
Koah Kruse	President	2008	$0	$0	0	0	0	0	0
		2007	$0	$0	0	0	0	0	0

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None of our directors or officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to all of our outstanding shares, nor any promoter, nor any relative or spouse of any of the foregoing persons has any material interest, direct or indirect, in any transaction since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.

LEGAL PROCEEDINGS

There are no legal proceedings pending or threatened against us.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common stock are quoted for trading on the OTC Bulletin Board under the symbol JPIT. However, no trades of our shares of common stock have occurred through the facilities of the OTC Bulletin Board to the date of this current report.

We had 31 shareholders of record as at the date of this current report.

Dividends

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.

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 then 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:

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;

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.

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.

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.

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.

FINANCIAL STATEMENTS

Index to Financial Statements:

1. Report of Independent Registered Public Accounting Firm;

2. Audited financial statements for the period ending May 31, 2008, including:

a. Balance Sheets;

b. Statements of Operations;

c. Statements of Cash Flows;

d. Statements of Stockholders’ Equity; and

e. Notes to the Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Jupiter Resources, Inc.

I have audited the accompanying balance sheets of Jupiter Resources, Inc. (the Company), an exploration stage company, as of May 31, 2008 and 2007 and the related statements of operations, stockholders’ equity (deficiency), and cash flows for the year ended May 31, 2008, for the period June 15, 2006 (inception) to May 31, 2007, and for the period June 15, 2006 (inception) to May 31, 2008. 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 audits.

I conducted my audits 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 audits provide 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 Jupiter Resources, Inc. as of May 31, 2008 and 2007 and the results of its operations and its cash flows for the year ended May 31, 2008, for the period June 15, 2006 (inception) to May 31, 2007, and for the period June 15, 2006 (inception) to May 31, 2008 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s present financial situation raises substantial doubt about its 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

August 26, 2008

JUPITER RESOURCES INC.
(An Exploration Stage Company)
Balance Sheets

	May31,			May 31,
	2008			2007

ASSETS
Current Assets
Cash	$	38		$	5,721
Total Current Assets		38			5,721
Other assets		-			-
Total Assets	$	38		$	5,721




LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Accounts payable and accrued liabilities	$	12,456		$	6,000
Due to related party (non-interest bearing, due on demand)		5,300			-
Total current liabilities		17,756			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		(42,718	)		(14,279	)
Total stockholders' equity (deficiency)		(17,718	)		(279	)
Total Liabilities and Stockholders' Equity (Deficiency)	$	38		$	5,721

See notes to financial statements.

JUPITER RESOURCES INC.
(An Exploration Stage Company)
Statements of Operations



	Year Ended May 31, 2008			Period June 15 2006(Inception) to May 31,2007			Cumulative from June 15, 2006 (Inception) to May 31, 2008

Revenue	$	-		$	-		$	-
Total Revenue		-			-			-

Cost and expenses
General and administrative		28,439			6,779			35,218
Impairment of mineral interest acquisition costs		-			7,500			7,500
Total Costs and Expenses		28,439			14,279			42,718
Net Loss	$	(28,439	)	$	(14,279	)	$	(42,718	)

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		6,941,940			1,339,316

See notes to financial statements.

JUPITER RESOURCES INC.
(An Exploration Stage Company)
Statements of Stockholders' Equity
For the period June 15, 2006 (Inception) to May 31, 2008

			Common Stock, $0.001 Par Value				Additional Paid-in Capital		Deficit Accumulated During the Exploration Stage			Total Stockholders' Equity
			Shares		Amount		Additional Paid-in Capital		Deficit Accumulated During the Exploration Stage			Total Stockholders' Equity
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	)
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 year ended May 31, 2008		-		-		-		(28,439	)		(28,439	)
Balance, May 31, 2008				7,000,000	$	7,000	$	18,000	$	(42,718	)	$	(17,718	)

See notes to financial statements.

JUPITER RESOURCES INC.
(An Exploration Stage Company)
Statements of Cash Flows


	Year Ended May 31,2008			Period June 15 2006(Inception) to May 31,2007			Period June 15, 2006 (Inception) to May 31, 2008
Cash Flow from operating activities
Net loss	$	(28,439	)	$	(14,279	)	$	(42,718	)
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		6,456			6,000			12,456
Net cash provided by (used for) operating activities		(21,983	)		(779	)		(22,762	)

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
Loans from related party		5,300						5,300
Net cash provided by (used for) financing activities		16,300			14,000			30,300

Increase (decrease) in cash		(5,683	)		5,721			38
Cash, beginning of period		5,721			-			-

Cash, end of period	$	38		$	5,721		$	38


Supplemental Disclosures of Cash Flow Information:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

See notes to financial statements.

JUPITER RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

May 31, 2008

1. ORGANIZATION AND BUSINESS OPERATIONS

Jupiter Resources Inc. (the “Company”) was incorporated in the State of Nevada on June 15, 2006, and that is the inception date. The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standard (SFAS) No. 7 "Accounting and Reporting for Development Stage Enterprises". The Company acquired a mineral claim located in British Columbia, Canada in March 2007. On May 14, 2008, the claim was forfeited due to nonpayment of renewal fees. The company is presently considering whether to stake another mineral claim or to search for other business operations, but has not reached a decision yet.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at May 31, 2008, the Company has accumulated losses of $42,718 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

These financial statements and related notes 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) Basic and Diluted Net Income (Loss) Per Share

The Company computes net earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

JUPITER RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

May 31, 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d) Comprehensive Loss

SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. Through May 31, 2008, except for the net losses, the Company has had no items that represent comprehensive income (loss) and, therefore, has not included a schedule of comprehensive income (loss) in the financial statements.

e) 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.

f) Mineral Property Costs

The Company has been in the exploration stage since its formation on June 15, 2006 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition costs are capitalized and reviewed periodically for impairment. Exploration costs are expensed until the establishment of proven and probable reserves. If and when it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

g) Fair Value of Financial Instruments

The fair values of financial instruments, which include cash, accounts payable and accrued liabilities, and due to related party, were estimated to 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. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

h) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “Accounting for Income Taxes” as of its inception. Pursuant to SFAS No. 109 the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

At May 31, 2008 and May 31, 2007, a full deferred tax asset valuation allowance has been provided and no deferred tax asset has been recorded.

JUPITER RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

May 31, 2008

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 arising on settlement of foreign currency denominated transactions or balances are included in the determination of income. Foreign currency transactions are primarily undertaken in Canadian dollars. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

j) Recent Accounting Pronouncements

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This statement requires employers to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement did not have a material effect on the Company's reported financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

JUPITER RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

May 31, 2008

3. MINERAL INTEREST

On March 27, 2007, the Company acquired a 100% interest in one mineral claim located in British Columbia for total consideration of $7,500.

The mineral interest was held in trust for the Company by the vendor of the property. Upon request from the Company, the title was to 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.

On May 14, 2008, the claim was forfeited due to nonpayment of renewal fees.

4. COMMON STOCK

The Company is authorized to issue 75,000,000 shares 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.

The Company has no stock option plan, warrants or other dilutive securities.

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:

	Year Ended May 31,2008			Period June 15, 2006 (Inception) to May 31,2008

Expected tax at 35%	$	(9,954	)	$	(4,998	)
Increase in valuation allowance		9,954			4,998

Income tax provision	$	-		$	-

JUPITER RESOURCES INC.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

May 31, 2008

5. INCOME TAXES (Continued)

Significant components of the Company’s deferred income tax assets are as follows:

	May 31			May 31,
	2008			2007
Net operating loss carryforword	$	14,952		$	4,998
Valuation allowance		(14,952	)		(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 $14,952 at May 31, 2008 attributable to the future utilization of the net operating loss carryforward of $42,718 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 $28,439 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.

Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

EXHIBITS AND REPORTS

Exhibits

3.1* Articles of Incorporation

3.2* Bylaws

5.1* Legal opinion

* filed as an exhibit to our registration statement on Form SB-2 dated December 19, 2007

Signatures

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

Date: September 11, 2008	Jupiter Mining Inc.

	By: /s/ Darcy George Roney
	Darcy George Roney, President