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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 April 30, 2012


OR


( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________


Commission File Number 333-171209


PRESS VENTURES, INC.

(Exact name of registrant as specified in its charter)


 

 

NEVADA

(State or other jurisdiction of

incorporation or organization)

39-2077493

(IRS Employer Identification No.)


1733 First Avenue NW
Calgary, Alberta, Canada T2N 0B2

(Address of principal executive offices)


(403) 648-2720

(Registrant’s telephone number)


N/A

(Former name, former address and former fiscal year, if changed since last report)


Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 __ No X


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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes __ No __


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.


Large accelerated filer

[ ]

Accelerated filer

[ ]

Non-accelerated filer

[ ]

Smaller reporting company

[X]


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


8,300,000 shares of registrant’s common stock, $0.001 par value, were outstanding at April 30, 2012

Registrant has no other class of common equity.




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PART I. FINANCIAL INFORMATION


Item 1 Financial Statements.


Press Ventures, Inc.

(An Exploration Stage Company)

Balance Sheets


 

 

 

 

April 30,
2012
$

(unaudited)

October 31,
2011
$

 

 

 

ASSETS

 

 

Current assets

 

 

Cash

10,212

552

Total current assets

10,212

552

Total assets

10,212

552

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

LIABILITIES

 

 

Current liabilities

 

 

Accounts payable and accrued liabilities

6,704

17,385

Related parties advances payable

14,000

4,000

Total current liabilities

20,704

21,385

Total liabilities

20,704

21,385

 

 

 

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

Common stock: $0.001 par value, 100,000,000 authorized,

8,300,000 and 5,500,000 issued and outstanding as of April 30, 2012 and October 31, 2011, respectively

8,300

5,500

Additional paid-in capital

41,700

16,500

Deficit accumulated during the exploration stage

(60,492)

(42,833)

Total stockholders’ equity (deficit)

(10,492)

(20,833)

 

 

 

Total liabilities and stockholders’ equity (deficit)

10,212

552



(The accompanying notes are an integral part of these financial statements)



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Press Ventures, Inc.

(An Exploration Stage Company)

Statements of Operations

(Unaudited)


 

For the Three Months

 

For the Six Months

 

Period From

October 5, 2010

(inception) to

 

Ended April 30

 

Ended April 30

 

April 30,

 

2012

2011

 

2012

2011

 

2012

 

$

$

 

$

$

 

$

Expenses

 

 

 

 

 

 

 

Mineral property expenditures

-

3,890

 

-

3,890

 

8,295

Impairment expense

-

-

 

-

-

 

5,000

General and administrative

11,295

10

 

17,659

11,810

 

47,197

Net loss

(11,295)

(3,900)

 

(17,659)

(15,700)

 

(60,492)

 

 

 

 

 

 

 

 

Net loss per share - basic and diluted

(0.00)

(0.00)

 

(0.00)

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - basic and diluted

8,300,000

5,500,000

 

7,851,522

5,500,000

 

 



(The accompanying notes are an integral part of these financial statements)




















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Press Ventures, Inc.

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)


 

 

 

 

 

For the Six

Months Ended

April 30,
2012
$

For the Six

Months Ended

April 30,
2011
$

Period From

October 5, 2010

(inception) to

April 30,
2012
$

Cash flows from operating activities

 

 

 

Net loss

(17,659)

(15,700)

(60,492)

Adjustment to reconcile net cash used in operating activities

 

 

 

Mineral property impairment

-

-

5,000

 

 

 

 

Change in operating assets and liabilities

 

 

 

Accounts payables and accrued liabilities

(10,681)

5,000

6,704

Net cash used in operating activities

(28,340)

(10,700)

(48,788)

 

 

 

 

Cash flows from investing activities

 

 

 

Mineral property acquisition

-

-

(5,000)

Net cash used in investing activities

-

-

(5,000)

 

 

 

 

Cash flows from financing activities

 

 

 

Proceeds from related parties advances payables

10,000

 

14,000

Proceeds from issuance of common stock

28,000

-

50,000

Net cash provided by financing activities

38,000

-

64,000

 

 

 

 

Increase (decrease) in cash

9,660

(10,700)

10,212

 

 

 

 

Cash - beginning of period

552

14,749

-

Cash - end of period

10,212

4,049

10,212

 

 

 

 

Supplemental cash flow disclosures

 

 

 

Cash paid For:

 

 

 

Interest

-

-

-

Income tax

-

-

-



(The accompanying notes are an integral part of these financial statements)




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Press Ventures, Inc.

(An Exploration Stage Company)

Notes to the financial statements

April 30, 2012

(Unaudited)

______________________________________________________________________________


Note 1: Basis of Presentation


Unaudited Interim financial statements


The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the period ended October 31, 2011 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 16, 2011. These interim unaudited financial statements should be read in conjunction with those financial statements included in the Annual Report Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended April 30, 2012 are not necessarily indicative of the results that may be expected for the year ending October 31, 2012.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended October 31, 2011 as reported in form 10-K have been omitted.


Note 2: Going Concern


The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustment that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying financial statements. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock. The Company's ability to continue as a going concern is dependent upon achieving profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time. Accordingly, there is substantial doubt as to the Company's ability to continue as a going concern.


Note 3: Related Party Advances Payable


As at April 30, 2012 the Company owed $14,000 to associates of the Company’s management. These advances are unsecured, payable on demand and non-interest bearing. $10,000 was advanced during the six months ended April 30, 2012.


Note 4: Capital Stock


The total number of common shares authorized that may be issued by the Company is 100,000,000 shares with a par value of $0.001 per share.



Page | 5





Press Ventures, Inc.

(An Exploration Stage Company)

Notes to the financial statements

April 30, 2012

(Unaudited)

______________________________________________________________________________


Note 4: Capital Stock (continued)


During the year ended October 31, 2010, the Company issued 5,500,000 shares of common stock for total proceeds of $22,000.


During the six months ended April, 2012, the Company issued 2,800,000 shares of common stock for total proceeds of $28,000.


 

Number of shares

Amount

Shares issued for cash

 

 

Pursuant to issuance of common ($0.04 each)

5,500,000

$ 22,000

Balance, October 31, 2011

5,500,000

$ 22,000

Pursuant to issuance of common ($0.01 each)

2,800,000

$ 28,000

Balance, April 30, 2012

8,300,000

$ 50,000


As at April 30, 2012, there were no outstanding stock options or warrants.


Note 5: Subsequent event


On May 10, 2012, the Company signed an option agreement with Signal Exploration Inc (“Signal”), a Canadian publicly company listed on the TSX Venture Exchange, whereby Signal will earn 51% interest in the Company’s Tara Property (the “Property”) by paying Cdn. $7,000 and incurring Cdn $20,000 in exploration expenditures by December 31, 2012.  Signal would earn a further 24% interest in the Property by incurring an additional Cdn. $300,000 before December 31, 2016. After Signal has acquired 75% interest in the Property, the Company must incur Cdn $1 million exploration expenditures to retain its 25% interest; otherwise, the Company would forfeit its remaining 25% interest in the Property.














Page | 6





Item 2.


Management's Discussion and Analysis of Financial Conditions and Results of Operations.


The following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with our unaudited interim financial statements from our inception (October 5, 2010) to April 30, 2012 and the three and six months ended April 30, 2012, together with the notes there to included in this Form 10-Q. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.


Overview


About Our Claims and Our Company


Press Ventures, Inc. was incorporated under the laws of the state of Nevada on October 5, 2010. Our Company’s principal office is located at 1733 First Avenue NW, Calgary, Alberta, Canada T2N 0B2. Our telephone number is 403-648-2720.


The Company is a mining exploration stage company engaged in the acquisition and exploration of mineral properties. The Company is a mining exploration stage company engaged in the acquisition and exploration of mineral properties. The Company has acquired a claim called Tara Property covering 462.22 hectares located in the Omineca Mining Division of British Columbia, Canada. This property consists of one claim. The Tara Property consists of one mineral claim and the property covers the Bull showings. We refer to this claim as the “Property” or the “Claim” throughout this Report. We acquired the Property for the cost of $5,000. We have not yet commenced any exploration activities on the Claim other than completing a technical report. We have not generated revenue from mining operations. The Property is in good standing until May 30, 2013.


To date, we have purchased the Claim and completed a technical report on the Claim. We have not yet commenced any exploration activities on the Claim other than completing a technical report. We plan to explore for minerals on the Property. The Property may not contain any mineral reserves and funds that we spend on exploration may be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit, we will be required to expend substantial funds to bring our claim to production. Ms. Johnston, our sole officer and director, has not personally visited the Property but is relying upon her discussions with the geologist and her recommendations based upon her expertise and experience in mining operations in Western Canada.


There is no assurance that a commercially viable mineral deposit exists on our claim. We do not have any current plans to acquire interests in additional mineral properties, although we may consider such acquisitions in the future.


Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly we must raise cash from sources other than the sale of minerals found on our property. Our only other source of cash at this time is advances from our officer and director and investment by others through loans or sale of our common equity. Our success or failure will be determined by what we find under the ground.


Plan of Operation


Exploration Stage Company


We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain minerals for the purpose of discovering the presence of such minerals, if any, and its extent. There is no assurance that commercially viable minerals exist on the property underlying our British Columbia Claim, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. To date, we have not



Page | 7




discovered an economically viable reserve on the property underlying our interests, and there is no assurance that we will discover one.


Exploration Plan


In October 2010, we engaged John Ostler; M.Sc., P. Geo., an independent professional mining geologist, to assess the Property for mineral occurrences.


Mineral property exploration is typically conducted in phases. We have not yet commenced the initial phase of exploration on the Property; however, our consulting geologist recommends the exploration work based on the results from the most recent phase of technical and area review. Once we have completed each phase of exploration and analyzed the results, we will make a decision as to whether we will proceed with each successive phase. Our President will make this decision based upon the recommendations of John Ostler. Our goal in exploration of the Property is to ascertain whether it possesses economic quantities of polymetallic veins. We cannot assure you that any economical mineral deposits exist on the Property until appropriate exploration work is completed. Even if we complete our proposed exploration program on the Property and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.


We do not intend to hire employees at this time. All of the work on the Property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation.


A two-phase exploration program is recommended. The first phase comprises geological mapping and prospecting. If reasonable encouragement is generated by the results of the first-phase program, it should be followed by a second-phase program of soil survey and possibly hand-trenching.


The first phase would consist of geological mapping and prospecting. Geological mapping involves plotting previous exploration data relating to a property area on a map in order to determine the best property locations to conduct subsequent exploration work. Prospecting involves analyzing rocks on the property surface with a view to discovering indications of potential mineralization. The first phase is estimated to cost $25,894 (including taxes and contingencies).


According to Mr. Ostler, the subdued topography of the northern part of the property area would make soil geochemical and geophysical surveys most useful during a subsequent phase of work. Also during a second phase of exploration, mineral showings that were discovered during the first phase of mapping and prospecting should be trenched and sampled.


If reasonable encouragement is generated by the results of the first-phase program, it should be followed by a second-phase program of soil survey and possibly hand-trenching. The cost of the second phase of exploration is estimated to cost $109,608.


If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we can’t or don’t raise more money, we will cease activities. If we cease activities, we have no plans for any other business activity.


On May 10, 2012, the Company signed an option agreement with Signal Exploration Inc (“Signal”), a Canadian company listed on the TSX Venture Exchange, whereby Signal will earn 51% interest in the Property by paying Cdn. $7,000 and incurring Cdn $20,000 in exploration expenditures by December 31, 2012.  Signal would earn a further 24% interest in the Property by incurring an additional Cdn. $300,000 before December 31, 2016. After Signal has acquired 75% interest in the Property, the Company must incur Cdn $1 million exploration expenditures to retain its 25% interest; otherwise, the Company would forfeit its remaining 25% interest in the Property.

We will continue to review the potential to acquire further exploration properties.




Page | 8





Results of Operations


We did not earn any revenues for the six months ended April 30, 2012 and from inception on October 5, 2010 to April 30, 2012. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.


We incurred operating expenses in the amount of $11,295 for the three months ended April 30, 2012, which comprises mainly of professional fees. For the three months ended April 30, 2011, we have incurred a total operating expense in the amount of $3,900, which comprises mainly of mineral exploration expenditures.


We incurred operating expenses in the amount of $17,659 for the six months ended April 30, 2012, which comprises mainly of professional fees. For the six months ended April 30, 2011, we have incurred a total operating expense in the amount of $15,700 which comprises mainly of professional fees and mineral exploration expenditures.


We incurred total operating expenses in the amount of $60,492 from inception on October 5, 2010 through April 30, 2012. These operating expenses comprised of general administrative expenses totaling $47,197 (mainly for professional fees), mineral property impairment of $5,000 and mineral exploration totaling $8,295.


The shareholders may read and copy any material filed by us with the SEC at the SEC’s Public Reference Room at 100 F Street N.W., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which we have filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.


Liquidity and Capital Resources


As at April 30, 2011, we had a cash balance of $10,212.


We do not anticipate generating any revenue for the foreseeable future. When additional funds become required, the additional funding will come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company.


When additional funds become required, the additional funding will come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company.


We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund Phase One or Phase Two. In the absence of such financing, our business will fail.


Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:


·

our ability to raise additional funding;

·

the results of our proposed exploration programs on the mineral property; and

·

our ability to find joint venture partners for the development of our property interests




Page | 9





Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists a substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program, and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.


Going Concern Consideration


The report of our independent registered public accounting firm for the period ended October 31, 2011 raises substantial doubt about our ability to continue as a going concern based on the absence of an established source of revenue, recurring losses from operations, and our need for additional financing in order to fund our operations in fiscal 2012.


Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.


Forward Looking Statements


The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.


Item 3. Qualitative and Quantitative Disclosure about Market Risks


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


Item 4. Controls and Procedures.


Evaluation of Disclosure Controls and Procedures


Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report, have concluded that, based on the evaluation of these controls and procedures, that our disclosure controls and procedures were effective.




Page | 10





Controls and Procedures over Financial Reporting


Additionally, there were no changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.


PART II - OTHER INFORMATION


Item 1.


Legal Proceedings.


The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.


Item 1A. Risk Factors


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2.


Unregistered Sales of Equity Securities and Use of Proceeds.


On October 31, 2011 the SEC declared our Form S-1 registration statement effective allowing us to sell 2,800,000 shares of common stock at an offering price of $0.01 per share. In December 2011, the Company completed its public offering by issuing 2,800,000 shares of common stock and raising $28,000.


The funds plan to use as follows:


General and administrative expenses

$

1,000

Mineral exploration expenditures or property acquisition

 

7,000

Legal and accounting Fees

 

20,000

Total

$

28,000


From inception through October 5, 2010, we sold 5,500,000 shares of common stock to our sole officer and director for $22,000.


Item 3.


Default Upon Senior Securities.


None.


Item 4.


Removed and Reserved.


Item 5.


Other Information.


None.




Page | 11





Item 6.


Exhibits and Reports on Form 8-K.


a. Exhibits


Exhibit Number

Description of Exhibit

3.1*

Articles of Incorporation*

3.2*

Bylaws*

31.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.§ 1350, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002.

*Previously filed.



























Page | 12





SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.


 

PRESS VENTURES, INC.

 

Date: June 5, 2012

 

 

 

By: /s/ Caroline Johnston

 

Caroline Johnston

 

Principal Executive Officer

 

Principal Financial Officer and Director




























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